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Terms and Conditions

EFFECTIVE DATE: JULY 09, 2020

These terms and conditions (“Terms”)/(“Privacy Policy”) (collectively “User Agreement”) forms an electronic record in terms of Information Technology Act, 2000 (“IT Act”) and rules made there under, as applicable, and the amended provisions pertaining to electronic records in various statutes, as amended from time to time.

This User Agreement is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms and conditions for access or usage of the website https://bharat.shop/ (including the uniform resource locator created for each Merchant) (“Website”), the mobile application available on Play Store and app store- Bharat.Shop i.e. (“App”) the uniform resource locator created for each Merchant (the ‘Website’, the ‘App’ is collectively hereinafter referred to as the “Platform”), operated by Wannamo Marketing Pvt Ltd, a company incorporated under the laws of India and its registered office at 301, 3rd floor, B-wing, landmark building, Andherikurla road, chakal, Andheri (East), Mumbai- 400059, Maharashtra.

General
  1. For the purposes of these Terms, ‘User’ and wherever the context may require, ‘You’ (or any variation thereof), shall mean any natural or legal person (including any legal heirs, administrators or successors) who has agreed to become a user of the Platform by accessing or using the Platform. If You are accepting these Terms and using the Services (as defined below) or the Platform on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so.
  2. Unless the context otherwise requires, “Wannamo Marketing Pvt Ltd“, “We”, “us”, “our” or “Company” shall mean Wannamo Marketing Pvt Ltd or any of its licensees, whether now or in the future.
  3. The Company enables transactions on its Platform between participating restaurants/stores/merchants/sellers and buyers, dealing in (a) food and beverages, (b) provisions, consumer goods, consumables etc., and (c) any other products or services ("Platform Services''). The buyers ("Buyers'') can choose and place orders ("Orders'') from a variety of products and services listed and offered for sale by various merchants including but not limited to the restaurants, eateries, grocery stores, other service providers ("Merchants''), on the Platform.
  4. These Terms contain rules, regulations, policies, terms and conditions applicable to any Person who may access or use the Platform, as modified and updated from time to time.
  5. Use of the Platform and the Services provided are subject to the rules and regulations, policies, notices, terms and conditions set forth or included by reference in these Terms.
  6. Please read these Terms carefully before using or registering on the Platform or listing any item, accessing any material, information or Services, posting any information at or through the Platform.
  7. As a User, the User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean Your affirmative action is on entering information as requested on the sign up page or simply by accessing or visiting the Platform. If You do not agree or are not willing to be bound by the User Agreement and our Policies (defined below), please do not enter information as requested on the sign up page and click the “Accept” button or do not seek to obtain access to, view, visit, download or otherwise use the Platform (or any of its components/constituents) or any information or Services.
  8. By impliedly or expressly accepting these Terms, you also accept and agree to be bound by applicable policies of the Company including the Privacy Policy as published on the Platform (“Policies”) communicated to the Users by publication on the Platform.
  9. The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Platform.
General Terms
  1. Various banks and financial institutions, (hereinafter referred to collectively as ‘Acquiring banks’) as well as third party service providers (hereinafter referred to collectively as ‘Facility Providers’) offers various facilities to the Master Merchant through the internet, which facilities and services including Net Banking facilities and providing authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Sub Merchants customers on the Sub Merchants websites. These facilities will be hereinafter be referred to as the “Net Banking Facilities” and/or “Acquiring Bank’s services”;
  2. Various Banks, Financial Institutions, various software providers who have signed with the Master Merchant from time to time(herein after collectively referred to as the ‘facility providers’) are in the business of providing information technology services including but not limited to Internet based electronic commerce, Internet payment gateway and electronic software distribution services. These facility providers allows the Master Merchant to use the Internet Payment Gateways developed by them to route credit/charge/ debit card and / or other modes of payment transaction entered into on the internet to third party clearing houses/Acquiring banks.
  3. Payment Mechanism means the payment mechanism through the Internet utilizing the Net Banking facility of various Acquiring banks and through such other modes and mechanisms of payment and delivery as may be notified by the Master Merchant from time to time.
  4. The Master Merchant is inter alia engaged in the business of accepting instructions from its Sub Merchants through the internet in respect of payments to be made by the Customers of the Sub Merchants to the Sub Merchant using the facility providers facilities, the Acquiring Bank’s services and Net Banking facilities provided by the acquiring banks and accordingly transfer funds from the Customer’s Bank Account to the Sub Merchant for providing goods and/or services to the customers on the Internet through Websites owned by the Sub Merchants.
  5. The Master Merchant has also established a web-site with the domain name https://www.cashfree.com/ (“the Site”) to enable its Sub Merchant to link up with various payment gateways and Acquiring banks so as to enable the Sub Merchant’s customers to place orders for purchase and pay for the goods and services through the Internet;
  6. The Master Merchant has signed up with various banks/ financial institutions and are in process of signing up with more banks and companies offering such Payment gateway facilities, Acquiring bank services and Net banking services through Master Merchant, as well as third party service providers and have requested all them to accept instructions from the Customers of its Sub Merchants through the internet in respect of payments to be made by the Customer to the Sub Merchant and accordingly transfer funds from the Customer’s Bank Account to the Master Merchant’s Current Account;
  7. Various banks, financial institutions and third party service providers are rendering such services to the Master Merchant and the Master Merchant is in process of approaching other banks offering such services and the Master Merchant is desirous of passing on all these services to its appointed Sub Merchants as more particularly hereinafter provided on the terms and conditions hereinafter appearing and subject to the Sub Merchant giving the indemnities and the declarations hereinafter contained.
  8. This Agreement is made for the Domestic transactions only and in case any liability arises on sub merchant due to international transactions allowed to pass through than the same will be borne by Master Merchant only and in no case sub merchant is held liable for such transactions.
  9. The Parties hereto are desirous of executing this Agreement to record the terms and conditions of the services as under:
NOW THE PARTIES HEREBY AGREE AS FOLLOWS:
  1. DEFINITIONS:
    • “Agreement” shall mean this agreement, declaration and indemnity and any and all schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference. This Agreement if signed by a firm, the expression “the Sub Merchant” shall include the person or persons from time to time carrying on the business of such firm and, if there are two or more signatories hereto, the expression “the Sub Merchant” shall include all and each of them and their liabilities under this agreement shall be joint and several.
    • "Customer" means any person holding a Valid Credit Card/Debit card/Net Banking Account and who desires to purchase Services or Products from the Sub-merchants and makes payment for the same over the Internet on Master Merchant’s Web site using a Valid Credit Card/Debit Card/Net Banking Account.
    • “Customer Order” shall mean an order for purchase of goods or availing of services provided by the Sub Merchant at the Sub Merchant’s Site and made by the Customer at the Sub Merchant’s Site and which Customer Order shall be specifically designated by a Customer Order Number on mention or use of which the details of the order could be obtained by the Customer from the Sub Merchants on-line at the Site, including without limitation details of the status of the order.
    • “Customer Charge” means the sale price of the Product/ Service purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product / Service that are to be charged to the Customer’s Valid Credit Card/Debit Card/Bank Account.
    • “Delivery” means, in respect of a Product, delivery of the Product by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf, or in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Sub merchant to the Master Merchant electronically through their Cashfree Payment account backend to the satisfaction of the Master Merchant, the facility providers and the Acquiring Banks. The Master Merchant, the facility providers and the Acquiring Banks reserve the rights to call for physical proof of delivery in respect of a Service, delivery/performance of the Service. All proof of delivery of Products shall be maintained by the Sub-Merchant for a period of at least30 days from the date of delivery by the Sub Merchant and shall be open to inspection by Master Merchant, the facility providers and the Acquiring Banks at any time whatsoever.
    • “Dispatch” shall mean, in respect of a Product, proof to the satisfaction of the Master Merchant, the Facility Providers and the Acquiring Banks that the Product has been dispatched to the address specified by the Customer, and in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Sub merchant to the Master Merchant electronically through their Cashfree Payment account backend to the satisfaction of the Master Merchant, the facility providers and the Acquiring Banks. The Master Merchant, the facility providers and the Acquiring Banks reserve the rights to call for physical proof of dispatch in respect of a Service, delivery/performance of the Service. All proof of dispatch of Products shall be maintained by the Sub-Merchant for a period of at least 30 Days from the date of delivery by the Sub merchant and shall be open to inspection by Master Merchant, the facility providers and the Acquiring Banks at any time whatsoever.
    • “Effective Date” means the date of execution of this Agreement by the Sub Merchant.
    • “Issuing Bank” in respect of a Customer, means the bank which has issued the Valid Credit Card to the Customer with which Customer makes the payment for the Products / Services.
    • “Order” means an order for the purchase of Product(s) / Services placed by the Customer on the Sub Merchants/ Master Merchant’s website.
    • “Product” means a tangible product that is manufactured or distributed by the Sub-merchants, and that is purchased by the Customer, the payment for which is to be made on the Customer’s Valid Credit Card/Debit Card/Bank Account.
    • “Transaction Discount Rate” means, with respect to a Customer Charge, as mentioned in the Annexure A of the Agreement Provided however that the Transaction Discount Rate may be revised quarterly by the Master Merchant, and the Master Merchant will advise Sub Merchant of any such change not less than 30 days in advance of its effectiveness.
    • “Service” means any service that the Sub-Merchant offers to provide, and that is availed of by the Customer, the payment for which is to be made on the Customer’s Valid Credit Card.
    • “Transaction” means every order that results in the Delivery by the Sub-merchant to the Customer of the Product(s) / Services in respect of which the Order was placed.
    • “Valid Credit Card” means a Visa or a MasterCard credit card or any other card acceptance facility provided by the Master Merchant, the Facility Providers or the Acquiring Banks and which is not listed in Visa/MasterCard’s and other current warning bulletins.
    • “Master Merchants Site” shall mean the web-site with the domain name “https://www.cashfree.com/” established by the Master Merchant for the purposes of enabling on-line trading instructions by the Customers of the Sub Merchant to the Master Merchant.
    • “Sub Merchants Site” shall mean the web-site with the domain name https://bharat.shop/ established by the Sub Merchant for the purposes of enabling its Customers to place orders for purchase of goods and services through the Internet.
    • “Card Associations” shall mean and include Master Card, Visa, Diners, AMEX etc. which authorizes and enables credit card transactions.
  2. TERM; NON-EXCLUSIVE
    • Term: This Agreement shall become effective on the Effective Date and shall remain in full force until a notice of cancellation by the Master Merchant or the Sub Merchant is given, or until terminated under other provisions of this Agreement. The Master Merchant reserves the right to terminate this Agreement without cause upon prior notification of 60 days to the Sub Merchant. The Master Merchant may further terminate this Agreement immediately without notice at any time if the Sub Merchant breaches any part of this Agreement, or if any program or facility used by Master Merchant to implement this Agreement is disrupted or terminated for any reason.
    • Non-exclusive: Nothing in this Agreement shall prohibit the Master Merchant from furnishing the services similar to those provided under this Agreement to others, including competitors of the Sub Merchant.
  3. PAYMENT TO THE SUB MERCHANT
    • Payments on Proof of Delivery Subject to the provisions of Clause 8, Clause 15, clause (c) of Clause 16, Clause 17 and clauses (b) and (c) of this Clause 3, the Master Merchant agrees to pay the Sub Merchant the Customer Charge less: the sum of all Customer Charges denied, refused, or charged back by the Customer; all inquiries, disputes, cancellations and refunds processed on account of Sub-Merchant's Customer Charges during the period; any taxes, penalties, rolling reserves, charges or other items reimbursable under any of the provisions of this Agreement or otherwise occurring during the period; any amounts due which the Master Merchant is entitle to receive with respect to any other transactions with the Master Merchant. any charges, penalties or any amount imposed by the Card Associations, Acquiring Banks or Facility providers upon the Master Merchant with respect to any transaction done through Sub Merchant’s site. any bank fees, transaction fees or service penalty fees incurred by the Master Merchant due to charge backs or excessive refunds. the Master Merchant’s transaction discount rates for all Products / Services sold on the Internet subject to the proof of Delivery being submitted to the Master Merchant and all inquiries, disputes, and refunds processed on account of Sub Merchant's Customer Charges during the period.
    • Rejection of Payment The Master Merchant, the Facility Providers and the Acquiring Banks may reject payment in respect of Orders where:
      • The Sub Merchant has not obtained a necessary authorization under Clause 5 or Master Merchant, the Facility Providers and the Acquiring Banks are entitled to reject payment in terms of Clause 13 hereof;
      • Any Order which the Customer refuses to pay because the Product / Service was not as promised or was defective or was not delivered;
      • The card-issuing bank advises that the credit card number does not match any number on file;
      • Payment in respect of the Order or the relevant installment of the purchase price has already been made;
      • The Order was placed more than 30 calendar days prior to the date of claim in respect thereof.
    • Where the Master Merchant, the Facility Providers and the Acquiring Banks is entitled to reject payments in respect of an Order or demand a refund, the Master Merchant shall be entitled to set off and deduct from any payment due to the Sub Merchant, and in doing so the Master Merchant may:-
      • debit the Sub Merchants Account held with the Master Merchant, forthwith; and/or;
    • If the Master Merchant, the Facility Providers and the Acquiring Banks suspects and have adequate proof/supporting, that the Sub Merchant has committed a breach of this agreement or dishonestly or fraud against the Master Merchant, the Facility Providers, the Acquiring Banks or any customer, the Master merchant shall be entitled to suspend all payment under this agreement to the Sub Merchant pending enquiries by the Master Merchant after giving 15 days time to submit reply that why they should not suspend payments under this agreement to the Sub Merchant.
    • Time of making payments Payment of Customer charge in respect of an Order shall be made as per the Payment schedule selected by the Sub-Merchant on the Master Merchant’s site and on receipt of proof of Delivery of the relevant Product / Service and the Master Merchant will deliver its payments to the Sub Merchant as promptly after these dates as is practicable.
  4. COVENANTS OF THE SUB MERCHANT: In consideration of the Master Merchant performing the Services as mentioned above, the Sub Merchant hereby declares, assures, undertakes and covenants as under:
    • The Sub Merchant shall duly fulfill all Customer Orders in accordance with the instructions of the Customer. The Sub Merchant will not acknowledge an order as "Shipped/Order executed" until after the merchandise has already been shipped or the order is completed/executed. Sub Merchant agrees to deliver all merchandise to Customers and/or complete/ execute all orders as expeditiously and without delay. Sub Merchant will not offer "backordered" or out-of-stock products for sale. If Sub Merchant is unable to ship any part of any Customer order within 30 days, the Sub Merchant will cancel the order using Master Merchant’s site’s client administration functions. Sub Merchant can make partial shipments due to backordered or unavailable items after obtaining customer consent.
    • The Sub Merchant shall prior to accepting any instructions from the Customer ensure that appropriate agreements have been executed with the Customer in accordance with the requirements of applicable law and regulations.
    • The Sub Merchant shall carry out all verifications for the Customer as may be required on an independent basis. The Sub Merchant is aware that the Master Merchant, the Facility Providers and the Acquiring Banks are not guaranteeing any transactions with the Customers in any manner whatsoever. The Sub Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of customers.
    • The Master Merchant, the Facility Providers and the Acquiring Banks shall not be a party to the Agreement between the Customers and the Sub Merchant in any manner whatsoever. All contracts are directly between the Sub Merchant and the Customers.
    • Notwithstanding the aforesaid, the Sub Merchant assures and guarantees to the Master Merchant, the Facility Providers and the Acquiring Banks the due performance of all Customer Orders for which the payment has been transferred through the Payment Mechanism.
    • In the event of any Customer complaining of any deficiency in Service, the Sub Merchant shall take such measures as may be required to rectify the same. In the event the Sub Merchant is unable to rectify the same, the Sub Merchant shall forthwith compensate the Customer for any loss caused to the Customer.
    • The Sub Merchant shall ensure that the best service standards in the industry are adopted and shall ensure delivery of all goods and services purchased for Customers in accordance with the highest standards. The Sub Merchant shall ensure that all licenses and registrations required by the Sub Merchant are in full force and effect to enable the Sub Merchant to carry on the business of sale of goods and services. The Sub Merchant assures and guarantees to the Master Merchant, the Card Associations, Acquiring Banks, Facility Providers that the Sub Merchant shall comply with all rules, byelaws and standards set by the Card Associations, Acquiring Banks, the Facility Providers and the Master Merchant and further assures and guarantees that the following products and services shall not be sold on the Sub Merchants site and / or any transactions processed through the Payment Gateway:
      1) Adult content
      2) Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne
      3) Body parts which includes organs or other body parts
      4) Illegal pharmaceuticals
      5) illegal tobacco
      6) Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
      7) Unlicensed downloads
      8) Firearms8)Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.
      The Sub-Merchant further confirms, undertakes and assures the Master Merchant, the Card Associations, the Acquiring banks and the facility providers that in the event of violation of any of the byelaws and standards of the Card Associations, Acquiring Banks, Facility Providers and Master Merchant by the Sub Merchant AND any penalty imposed by the Card Associations, Acquiring Banks, Facility Providers on the Master Merchant for any violation for any reason which is pertaining to act or omission on Sub Merchant part, the Sub Merchant shall on receipt of the claim from the Master Merchant undertakes forthwith without any demur, protest, dispute or delay, to pay to the Master Merchant, the amount of the penalty / fine imposed by the Card Associations, Acquiring Banks, Facility Providers on the Master Merchant.
    • The Sub Merchant shall ensure confidentiality of all information submitted by the Customers at the Sub Merchant’s Site. The Sub Merchant shall ensure that there are proper encryption and security measures at the Sub Merchant’s Site to prevent any hacking into the information of the Sub Merchant’s customers and other data. In the event of any loss being due to any act, which is beyond the control of the Sub Merchant, including any hacking into the Sub Merchant’s Site, the loss shall be borne by the Sub Merchant and not the Customer;
    • The Sub Merchant shall ensure that he is acting in compliance with and shall at all time act in compliance with all laws, rules and regulations and shall at all times comply with the guidelines set by Visa/Master Card/Master Merchant/Acquiring Banks and the Facility Providers. In the event of any dispute between the Sub Merchant and the Customer whether in relation to any deficient, improper or incomplete service provided by the Sub Merchant or otherwise, the Master Merchant, the Facility Providers and the Acquiring Banks shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes. The Sub Merchant shall take all necessary steps and/or precautions to ensure that the services offered by the Sub Merchant on its Site or otherwise are not mistaken or misrepresented as being associated with, being offered by the Master Merchant, the Facility Providers and the Acquiring Banks. The Sub Merchant undertakes to ensure that the appropriate notices and disclaimers are made to the Customer on the Site informing the Customer that it is placing the order or purchase / sale of securities solely with the Sub Merchant.
    • The Master Merchant, the Facility Providers and the Acquiring Banks shall be entitled to require the Sub Merchant to add to its Site such disclaimers, warranties and indemnities as the Master Merchant, the Facility Providers and the Acquiring Banks may require from time to time. The Sub Merchant shall not carry out any activity, which is banned or illegal or immoral.
    • The Sub Merchant shall ensure accuracy and correctness in downloading and performing all orders placed by Customers. The Sub Merchant shall furnish to the Master Merchant forthwith, the original copy/copies of proof of transactions, invoices or other records of the Sub Merchant pertaining to the any order placed by the Customers on the Sub Merchants and the Master Merchant’s Sites.
    • The Sub Merchant herby grants to the Master Merchant, the Acquiring Banks and the Facility providers, a non-exclusive, royalty free, limited license to use, display and reproduce the trademarks, service marks and logos of the Sub Merchant solely in connection with the marketing of their facilities and services to the public. The Sub Merchant shall prominently display, on its Website and in other online marketing materials if applicable, a statement/logo/image provided by Cashfree Payment. This statement/logo/image must be prominently displayed to all customers as notified by the Master Merchant from time to time. The Sub Merchant shall disclose its privacy policy on the Site and ensure that the Sub Merchant conducts its business in accordance with the same. The Sub Merchant shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the goods and services, which are offered through or included in the Sub Merchant’s Site.
    • The Master Merchant, the Facility Providers and the Acquiring Banks shall be entitled to prohibit the display of any material on the Site if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline including all applicable foreign laws and regulations or which is detrimental or harmful to the interest of the Master Merchant, the Facility Providers and the Acquiring Banks, in the sole and exclusive opinion of the Master Merchant and/or the Facility Providers and/or the Acquiring Banks.
    • The Master Merchant, the Facility Providers and the Acquiring Banks shall be entitled to publish notices, disclaimers and indemnities at the Sub Merchant’s Site in the manner and extent deemed necessary by the Master Merchant, the Facility Providers and the Acquiring Banks in accordance with the Master Merchant, the Facility Providers and the Acquiring Banks internal operational and/or policy guidelines. The Sub Merchant shall render the necessary modifications at the Sub Merchants Site, so requested by the Master Merchant, the Facility Providers and the Acquiring Banks within seven days of the Master Merchant, the Facility Providers and the Acquiring Banks requesting the same. In case Sub Merchant has any objection/reservations in respect of the publish notices, disclaimers, modifications of sub merchant site as mentioned above than the same will be first resolved mutually and only after mutual consent the Master Merchant, the Facility Providers and the Acquiring Banks shall be entitled to publish notices, disclaimers and indemnities at the Sub Merchant’s Site.
    • The Sub Merchant shall take all precautions as may be feasible or as may be directed by the Master Merchant, the Facility Providers and the Acquiring Banks to ensure that there is no breach of security and that the integrity of the link between the Sub Merchants Site, the Master Merchant’s site and the Payment Mechanism is maintained at all times during the term of this Agreement. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the Sub Merchant and the Sub Merchant shall indemnify and keep indemnified the Master Merchant, the Facility Providers and the Acquiring Banks from any loss as may be caused in this regard.
    • The Sub Merchant shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) due upon the services related to the Customer Orders received through the Sub Merchants and the Master Merchants Sites.
    • The Sub Merchant shall not (whether on-line or otherwise):
      • describe itself as agent or representative of the Master Merchant, the Facility Providers and the Acquiring Banks;
      • make any representations to Customer or any third party or to give any warranties which may require the Master Merchant, the Facility Providers and the Acquiring Banks to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customer or any third party.
    • The Sub Merchant has the full right and/or authority to offer the services on the Sub Merchants Site and that it has and shall observe and comply with the applicable laws and regulations in each applicable jurisdiction including without limitation, all applicable licensing, securities, stamp duty, income-taxes and other taxes and other censorship regulations and laws whether in India or otherwise. The Sub Merchant shall provide the Master Merchant, the Facility Providers and the Acquiring Banks with such information and/or assistance as is required by the Master Merchant, the Facility Providers and the Acquiring Banks for the performance of the Services and/or any other obligations of the Master Merchant, the Facility Providers and the Acquiring Banks under this Agreement.
    • The Sub Merchant shall not at any time require the Customer to provide the Sub Merchant with any details of the accounts held by them with the Acquiring Banks including, the passwords, account number, card numbers and PIN which may be assigned to them by the Acquiring Banks from time to time.
    • The Sub Merchant shall use the Master Merchant’s services and other facilities offered on the Master Merchant’s site only for the Sub Merchants site described in Clause 1.16 above and for no other site/s. The Sub Merchant shall use the Master Merchant Payment Gateway services only for products and services mentioned in “clause g” above and for no other products or services.
    • The Sub Merchant shall not use the Master Merchant’s services and facilities in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation or which may cause the Master Merchant, the Acquiring Banks and/or the Facility Providers to be subject to investigation, prosecution or legal action. The Sub Merchant shall use the information regarding a customer (including name, address, e-mail address, telephone numbers and other data) conveyed to the Sub Merchant by the Master Merchant, only for the purpose of completing the transactions for which it was furnished, and not to sell or otherwise furnish such information to others unless the Sub Merchant has an independent source of such information or obtains the express consent of such customer.
    • The Sub Merchant shall not input the Credit Card data on the Master Merchant and the Service Providers Payment Gateway themselves or their authorized employees, agents or any other person acting by through or under the Sub Merchant’s instructions, failing which it will be considered as breach of trust of the Master Merchant and the Service Provider by the Sub Merchant.
    • The Sub Merchant shall inform the Master Merchant of its change of ownership or legal status or its cessation of business in writing 30 working days prior to its effective date.
    • The Sub Merchant understands and agrees to comply with all applicable standards, including the rules set by the Card Association including Master Card, Diners, Visa , Amex etc.,
    • The Sub Merchant agrees and undertakes that the Sub Merchant will provide the Master Merchant, Acquiring Banks, Facility Providers, Card Associations etc., with the current addresses of each of its offices as and when there is any change in address.
    • In the event of any inconsistency between any provision of this agreement and the standards set out by Bank or Card Associations the standards shall govern.
    • The Sub Merchant acknowledges that the Card Associations, Acquiring banks, Facility Providers and the Master Merchant are the sole and exclusive owners of their respective Marks and agrees that the Sub Merchant will not contest the ownership of the said Marks for any reason whatsoever. The Sub Merchant agrees that the Card Associations, Acquiring banks, Facility Providers and the Master Merchant may at any time, immediately and without advance notice, prohibit the Sub Merchant from using any of the Marks for any reason.
    • The Sub Merchant acknowledges that the Card Associations, Acquiring banks, Facility Providers and the Master Merchant have the right to enforce any provision of the standards and to prohibit any Sub Merchant conduct that may injure or may create a risk of injury to the Card Associations, Acquiring banks, Facility Providers and the Master Merchant including injury to reputation, or that may adversely affect the integrity of the Card Associations, Acquiring banks, Facility Providers and the Master Merchant’s core payment systems, information or both. The Sub Merchant agrees that he will not take any action that might interfere with or prevent exercise of this right by the Card Associations, Acquiring banks, Facility Providers and the Master Merchant.
  5. AUTHORISATIONS: The Sub Merchant shall obtain authorization from the Master Merchant, the Facility Providers and/or the Acquiring Banks before accepting any Order.
  6. DISCLOSURE OF CREDIT or DEBIT CARD INFORMATION: The Sub Merchant shall not, without the prior written consent of the Master Merchant, the Facility Providers and the Acquiring Banks, disclose the identity of any cardholder or any information whatsoever relating to any transactions to any other person or otherwise useany information acquired by it in relation to the cardholders other than for the purposes of this Agreement. Provided however that any information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction may be disclosed to such court or regulatory authority to the extent specified in the order.
  7. GUARANTEE OF SUPPLY AND DISPUTES REGARDING PRODUCTS/SERVICES:
    • If the Sub-merchant is unable to ship the whole or any part of the Customer’s Order within 30 calendar days from the date on which the Order was placed, the Sub-Merchant shall wholly cancel or partly cancel the amount of the Order which the Sub Merchant is unable to ship.
    • Disputes regarding Product: - The Master Merchant, the facility providers and the Acquiring Banks shall not be responsible for the quality or merchantability of the Products sold to the Customer. The Master Merchant, the facility providers and the Acquiring Banks shall also not be responsible for any non-delivery of the Products/Services to the Customer. The Sub-Merchant shall ensure that the transfer of property in the Products to the Customer is completed only on actual delivery and verification thereof. All risks associated with the delivery of the Products shall be solely that of the Sub-Merchant and not the Customer. Provided that any and all disputes regarding quality, merchantability, non-delivery and delay in delivery of the Products/Service or otherwise will be dealt with by and between the Sub-Merchant and the Customer directly and the Master Merchant, the facility providers and the Acquiring Banks shall not be a party to such disputes.
      • Provided that in the event of a Customer making a purchase by a Valid Card which is a credit card and the Customer or the bank /institution with whom the Customer has taken the credit card requesting the Master Merchant, the facility providers and/or the Acquiring Banks for a refund on any grounds whatsoever within a period of 15 days from the actual delivery of the Products , then the Master Merchant, the facility providers and the Acquiring Banks shall be entitled to cancel Authorization and refuse to make any payments to the Sub-Merchant. If there is an insufficient fund available therein; the Sub Merchant shall on receipt of the claim from the Master Merchant undertakes forthwith to pay to the Master Merchant, the amount of the refund to the extent to which such funds proves inadequate.
      • Provided that in the event of a Customer making a purchase by a Valid Net Banking account and requesting the Master Merchant, the facility providers and the Acquiring Banks for a refund on any grounds whatsoever within a period of 15 days from the actual delivery of the Products/services, or in the event of the Customer raising any dispute in respect of the Products/services whatsoever within theaforesaid 15 day period, the Master Merchant, the facility providers and the Acquiring Banks shall forthwith inform the Sub-Merchant of the same and shall debit the payment to be made to the Sub-Merchant’s Account and make an intermediate credit in the ‘Pending Enquiry’ Account. If the Sub-Merchant and the Customer are unable to arrive at a satisfactory resolution of the a problem within aperiod of fourteen days thereafter, the Master Merchant, the facility providers and the Acquiring Banks shall be entitled to make a direct credit to the disputing Customer’s Account for the disputed amount. Such a debit to the Sub-Merchant’s Account and the direct credit to the disputing Customer’s Account shall not be disputed by the Sub-Merchant in any manner whatsoever. In the event of the Customer and the Sub-Merchant arriving at a settlement within the said fourteen day period, the Master Merchant, the facility providers and the Acquiring Banks shall deal with the said moneys in accordance with the terms of the settlement arrived at.
  8. ACCEPTANCE OF CHARGES WITH FULL RECOURSE: The Sub Merchant agrees that payment made in respect of any Order, which proves to be uncollectible from the Customer and/or in respect of which the Issuing Bank raises a claim on any of the Master Merchant or the Facility Providers or the Acquiring Banks or the facility providers shall be the financial responsibility of the Sub Merchant. The Sub Merchant agrees to the non-payment of such Order orthe charging back of such uncollectible charge as the case may be without any demur or protest, dispute or delay. The Sub-Merchants further agrees, confirms, undertakes and guarantees that the non-payment of such order or the charging back of such uncollectible charge as the case may be, shall be the personal responsibility / liability of all the promoters and directors in their individual capacity if the Sub- Merchant is a Limited Company. Without prejudice to the provisions of the aforesaid, the following payments shall be deemed to be uncollectible:
    • Any payments involving the alleged forgery of the Customer’s Card Number and PIN, or that of the Card Number, Card Expiry date, Customer Name, Transaction amount, etc. of whatsoever nature. In such an event, the Master Merchant, the facility providers and the Acquiring Banks shall not be required to check the veracity of any alleged fraud and shall be entitled to rely upon the allegation made by the Customer.
    • Any payment which the Customer refuses to honour or demands a refund of because the Product/services purchased from the Sub-Merchant was not as promised or was defective, deficient, incomplete and /or unsatisfactory for any reason whatsoever.
    • Any charge/debit which is a suspect charge.
    • Any charge/debit made on a card other than a Valid Card.
    • Any charge/debit for merchandise or services in an amount in excess of the Price.
    • Any charge/debit for undelivered merchandise or services.
    • Any charge / debit arising out of any alleged hacking, breach of security or encryption (if any) that may be utilized by the Master Merchant, the facility providers and the Acquiring Banks from time to time.
      The Sub Merchant hereby authorizes the Master Merchant to appropriate the Sub Merchant’s current balance amounts with the Master Merchant to the extent of the aforesaid uncollectible amounts and any other moneys due to the Master Merchant by the Sub Merchant in terms of this Agreement in respect of a Customer Charge without any demur, protest, dispute or delay. If there is insufficient funds available therein; the Sub merchant shall on finding out negative balance in his Merchant Accounting and Research System (M.A.R.S)Interface and/or on receipt of the e-mail from the Master Merchant and/ or claim from the Master Merchant undertakes forthwith without any demur, protest, dispute or delay, to pay to the Master Merchant, the amount of the dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of Master Merchants rights and remedies, in the event that the Sub-Merchant does not make any payment to Master Merchant by its due date or on demand as required under this Agreement, the Master Merchant shall been titled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full, at the rate of 2.5% per month, as well after as before judgment.
  9. INDEMNITY:
  10. The Sub Merchant hereby undertakes and agrees to indemnify the Master Merchant, the Facility Providers and the Acquiring Banks and hold Master Merchant, the Facility Providers and the Acquiring Banks harmless and keep the Master Merchant, the Facility Providers and the Acquiring Banks at all times fully indemnified and held harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs of the Master Merchant, the Facility Providers and the Acquiring Banks on a solicitor / attorney and own client basis), awards, damages, losses and/or expenses however arising directly or indirectly as a result of:
    • any breach or non-performance by the Sub Merchant of any of the Sub Merchant’s undertakings, warranties, covenants, declarations or obligations under this Agreement; or
    • any claim or proceeding brought by the Customer or any other person against the Master Merchant, the Facility Providers and the Acquiring Banks in respect of any services offered by the Sub Merchant; or
    • any act, neglect or default of the Sub Merchant’s agents, employees, licensees or customers; or
    • any loss or liability arising to the Master Merchant or the Acquiring Banks or the Facility Providers Banks in respect of any services offered by the Sub Merchant; or
    • any claim by any other party against the Master Merchant, the Facility Providers and the Acquiring Banks arising from sub-clause(a), (b),(c) or (d) above.
  11. The Sub Merchant shall also fully indemnify and hold harmless the Master Merchant, the Facility Providers and the Acquiring Banks against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that the Sub Merchant’s services infringes any intellectual or industrial property rights of that third party.
  12. The Sub Merchant shall also fully indemnify and keep indemnified the Master Merchant, the Facility Providers and the Acquiring Banks from all loss that the Master Merchant, the Facility Providers and the Acquiring Banks may incur as a consequence of any failure whether temporary or permanent of the Payment Mechanism (as modified from time to time).
  13. In the event of the Master Merchant, the Facility Providers and the Acquiring Banks being entitled to be indemnified pursuant to the provisions of this Agreement, the Master Merchant shall be entitled to accordingly and to such extent debit the Sub Merchant's Account with the Master Merchant irrespective of any dispute that the Sub Merchant may have in respect of such payment.
  14. The indemnities under this Article are in addition to and without prejudice to the indemnities given elsewhere in this Agreement and all the indemnities provided herein shall survive the termination of this Agreement.
  15. NO WARRANTY:
    • The Master Merchant, the Acquiring Banks and the Facility Providers disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Sub Merchant acknowledges that the Master Merchant, the Facility Providers and the Acquiring Bank’s services may not be uninterrupted or error free. The Sub Merchant also acknowledges that the services provided by the Acquiring banks and the facility providers to the Master Merchant which is passed on to the Sub Merchant under this agreement, can be in any event be brought to an abrupt end in any event whatsoever by any of the acquiring banks or the facility providers for any reason whatsoever.
    • The Master Merchants sole obligation and the Sub Merchant’s sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to the Master Merchant’s Site, the facility Providers facilities and the Acquiring Bank’s Payment Mechanism and services, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible. Without prejudice to any other provision of this Agreement, the Master Merchant, the Facility Providers and the Acquiring Banks does not warrant that: -
      • The Master Merchants site and services, the facility providers facilities and the Acquiring Bank’s Payment Mechanism will be provided uninterrupted or free from errors or that any identified defect will be corrected; or
      • is free from any virus or other malicious, destructive or corrupting code, program or macro; or
    • For the avoidance of doubt, in no event shall the Master Merchant, the Facility Providers and the Acquiring Banks be liable to the Sub Merchant or any other third party for any of the following:
      • amounts due from Customer in connection with any service obtained by the Customer at the Sub Merchant’s Site;
      • any applicable taxes and Government levies;
  16. NO CONSEQUENTIAL DAMAGES: Without prejudice to any other provisions of this Agreement, Master Merchant, the Facility Providers and the Acquiring Banks shall not be liable to the Sub Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Master Merchant’s site and services, the facility providers facilities and the Acquiring Bank’s Services and/or this Agreement, including without limitation any: -
    • loss of data;
    • interruption or stoppage to the Customer’s access to and/or use of the Master Merchant’s site and services and the Payment and Delivery Mechanism;
    • any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Services or otherwise.
  17. PRICES: Prices to be charged by the Sub-Merchant shall be inclusive of all taxes and delivery charges and shall be uniform to all Cardholders. In case of any difference in prices due to shipping or any other charges, the same shall be made explicit to the customer.
  18. TRANSACTION LIMITS: The Master Merchant, the Facility Providers and the Acquiring Banks reserves the right to impose limits on the number of purchases which may be charged on an individual credit card account during any time period, and reserves the right to refuse to make payments in respect of Orders exceeding such limit. The Master Merchant, the Facility Providers and the Acquiring Banks also reserve the right to refuse to make payments in respect of Orders from Customers with a prior history of questionable charges.
  19. CUSTOMER SUPPORT: The Sub Merchant shall provide a commercially reasonable level of customer support to Customers. Such support shall include appropriate notice to Customers of (i) a means of contacting Sub Merchant in the event the purchaser has questions regarding the nature or quality of the goods or services that the Sub Merchant offers for sale and (ii) procedures for resolving disputes. If the Master Merchant or any of the Facility Providers or any of the Acquiring Banks determines in good faith that Sub Merchant's failure to comply with this paragraph is causing an unacceptable burden on its customer support facilities, the Master Merchant may suspend or terminate this Agreement as per Clause 16 below.
  20. FEES and other charges: In consideration of the services provided by the Master Merchant, the Sub Merchant agrees to pay to the Master Merchant the Transaction Discount Rate and an annual software up gradation charges (which are payable on 1st April, every year) as detailed in Annexure ‘A’ which shall be deducted by the Master Merchant from the amounts payable to the Sub Merchant in terms of Clause 3hereof in respect of a Customer Charge. The Sub Merchant shall also pay to the Master Merchant, a non refundable, one time set up fee as detailed in Annexure ‘A’.
  21. TERMINATION:
    • Termination for Breach.
      The Sub Merchant may terminate this Agreement with prior written notice to the Master Merchant of at least 30 days or by the Master Merchant if the Sub Merchant commits any breach of the terms of this Agreement after giving 15 days time for rectification the breach.
    • Termination in Case of Violation of Law.
      In addition to any other termination rights granted by this Agreement, the Master Merchant may terminate this Agreement after giving 15 days time to Sub Merchant to rectify the breach identify without liability upon verbal or written notice if (i) the Master Merchant or the Facility Providers or the Acquiring Banks is notified or otherwise determines in good faith that the Sub Merchant or is using the Master Merchants services and facilities in furtherance of any activity which violates any law, rule, or regulation or (ii) the Master Merchant, the Acquiring Banks or the Facility Providers or any of their directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of use of the Facility or services by the Sub Merchant.
      The Master Merchant may terminate this Agreement immediately without liability upon verbal or written notice if
      If the Card Associations, Acquiring banks de-registers the Sub Merchant or if the Sub Merchant ceases to be member of Card Associations, Acquiring banks.
    • Termination by notice
      In addition to any other termination rights granted under this Agreement, either Party may terminate this Agreement on 60-days written notice to the other.
    • Termination for non use
      The Master Merchant may terminate this Agreement without any notice, if the Sub Merchant fails or neglects to use the facilities and services of the Master Merchant and the acquiring Banks for a continuous period of 180 days.
  22. SECURITY OF CARDHOLDER DATA: The Sub Merchant shall ensure that there are proper encryption and security measures at its Site to prevent any hacking into the information of the Sub Merchant. It shall be the obligation of Sub Merchant to verify the IP address of https://www.cashfree.com/ in the return/confirmation message URL. In the event of any loss being due to any act, which is beyond the control of the Sub Merchant, including any hacking into the Sub Merchants Site, the loss shall be borne by the Sub Merchant alone and not the Customer;
  23. Force Majeure: The Master Merchant, the Facility Providers and the Acquiring Banks shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Master Merchant, the Facility Providers and the Acquiring Banks, including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.
  24. GENERAL PROVISIONS.
    • Entire Agreement: This Agreement constitutes the entire agreement between the Master Merchant and the Sub Merchant pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties.
    • Relationship between Parties: The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise.
    • Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
    • Variations of Agreement: The Master Merchant reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Sub Merchant upon notification to the Sub Merchant by ordinary post and if the Sub Merchant is unwilling to accept such variation or amendment or introduction, the Sub Merchant shall notify the Master Merchant in writing by Registered Post within five days from the receipt of the notification by the Master Merchant.
    • Assignment: This Agreement may not be assigned by the Sub Merchant without the prior written consent of the Master Merchant. The Master Merchant may assign all its rights, titles, benefits under this Agreement to any of its affiliates. This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.
    • Rights and Remedies; Waiver: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. If either Party fails to perform its obligations under any provision of this Agreement or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.
    • Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.
    • Liability upon Expiration: Neither Party shall be obligated to extend or renew this Agreement.
    • Jurisdiction and governing law: The laws of India only and no other nation shall govern this Agreement. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Mumbai, India as regards any claims or matters arising under or in relation to these terms and conditions.
    • Headings and sub – headings: The headings and sub headings in this Agreement are for convenience only and do not affect the meaning of the relative section / clause.
    • Disclosure of information: The Master Merchant will be entitled at any time to disclose information concerning the Sub Merchant to a third party in connection with the Master Merchant facilities provided by the Master Merchant. This clause shall survive the termination of this Agreement.
    • The individual signing this Cashfree Account Application (“Application”) certifies that he/she is an authorized principal, partner, officer, or other authorized representative of Merchant identified above, is thereby fully authorized to bind Merchant to contractual obligations and is authorized to provide the information contained in this Application. The signatory of this Application also certifies that all information and documentation submitted in connection with this Application are complete and correct in all material respects. Sub Merchant authorizes Cashfree to obtain and verify, and to continue to obtain and verify, any information submitted in this Application, including banking information, financial credit, or other information about Merchant, any relevant information regarding principals, partners, officers, or other authorized representatives of Merchant, and any other individuals listed on this Application, including the individual signing below, and for Cashfree to use such information as reasonably necessary during the course of providing the services contemplated here under as well as for Cashfree to share such information with its affiliates or as otherwise allowed by applicable law.
  25. Notice will be deemed given:
    • in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
    • in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission. Provided that in case of the date of receipt not being a business day, notice shall be deemed to have been received on the next business day. Provided further that in case of a notice being forwarded by facsimile, a copy of the notice shall also be forwarded by hand delivery, registered mail or overnight courier services.
    • The address for notice may be changed by either party by giving notice to the other party as provided herein.
    • Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.
Arbitration

The parties will endeavor to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996shall govern the arbitration proceedings. The arbitration shall be held in Mumbai, India. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator appointed by the Master Merchant. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Mumbai shall alone have jurisdiction in all matters. The parties hereto have hereunto set their hands on the date first above written.

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