TERMS AND CONDITIONS
By accessing and browsing the Sifipay website https://www.sifipay.com/ or by using and/or downloading any content from the site or Installing Any Part of The Service whichever earlier, you agree to and accept the Terms and Conditions as set forth below.
Sifipay website https://www.sifipay.com/ is copyrighted and proprietary to Sifipay Technollogy. Access is limited to authorized users only. To become an authorized user, you must enter into a Merchant Agreement with Sifipay Technollogy and obtain an identification code and password from Sifipay Technollogy for use solely by your entity and the employees, officers and directors of your entity and solely to access Sifipay website and Sifipay mars backend for purposes of compliance with your obligations set forth in the agreement. Any distribution or use of your assigned identification code and password not expressly authorized herein is prohibited. All rights not expressly granted herein are reserved by Sifipay Technollogy.
The Terms and Conditions/ Agreement shall be deemed to have been formed at Sifipay’s administrative office. We reserve the right, at our sole discretion to modify the terms of this Terms and Conditions/ Agreement at any time without any prior written notice to you. Any modifications will be effective immediately upon the date of posting of the modified Terms and Conditions on our website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services following the posting of changes will mean that you accept and agree to the modified terms and conditions; therefore it is your responsibility to review these Terms and conditions, policies and guidelines as mentioned herein. If you do not agree to the amended/revised terms, you must stop using the Services. Any use of the Services in violation of these Terms and Conditions may result in among other things termination or suspension of your right to use the Services. When you use Services provided by us, you will be subject to rules, guidelines, policies, terms, and conditions applicable to such Services, as may be modified from time to time and they shall be deemed to be incorporated into this Terms and Conditions/ Agreement and shall be considered as part and parcel of this Terms and Conditions/ Agreement. You are solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of the Services.
This Agreement/ Terms and Conditions is an electronic record in terms of Information Technology Act, 2000 and its subsequent amendments. This agreement is system generated and does not require a physical or digital signature. This agreement is governed by the Laws of India and rules and guidelines set by Reserve Bank of India, Financial institutes, Card Companies, Facility Providers from time to time.
This Agreement/ Terms and Conditions shall be binding on Sifipay and Merchant/ You from the date of signing up Sifipay. You must forward all the requisite documents to Sifipay for processing your Merchant account. Sifipay will not release any payout to you unless the entire documentation process is complete. The Merchant is aware that Sifipay is liable to comply with all the rules and guidelines set by RBI and other financial institutes, hence the Merchant shall co-operate and provide all the necessary documents as and when asked by Sifipay.
- I. SCOPE OF SERVICE OF SIFIPAY:
- Sifipay has agreed to avail the facilities offered through Internet by various Acquiring Banks, Financial Institutes, Card Schemes, Payment Instrument Providers, Issuing Banks, software providers, as well as third party Sifipays (hereinafter referred to collectively as 'Facility Providers'). These facilities and services include the provision of net banking facilities; internet based electronic commerce, internet payment gateway and electronic software distribution services and provides authorization and settlement facilities in respect of payment instructions initiated by various Customers of the Merchants on the Merchant’s Websites/ apps/ web links/ payment link etc. These Facility Providers allows Sifipay to use the internet payment gateways developed by them to process all type of online Payment Instruments and all online transaction initiated by a Customer on Merchant’s Site which includes websites/ apps/ web links/ payment links etc.
- Sifipay is inter alia engaged in the business of offering e-commerce services which include bill presentments / payment and accepting instructions through the internet in respect of payments to be made by the Customers using valid Payment Instruments to purchase/ avail various Products and Services offered by Merchant and accordingly transfer funds from the Customer’s bank account to the Merchant’s bank account. Sifipay act as an authorised Payment Aggregator that facilitate e-commerce sites and Merchants to accept various Payment Instruments from the Customers for completion of their payment obligations in accordance with RBI Guideline bearing No. - RBI/DPSS/2019-20/174 DPSS.CO.PD.No.1810/02.14.008/2019-20 dated March 17, 2020 titled “Guidelines on Regulation of Payment Aggregators and Payment Gateways” (hereinafter referred to as the said “RBI Guideline”).
iii. For providing the above stated e-commerce services Sifipay has signed up with Facility Providers and has requested them to accept the instructions given by Customers of Merchant through a valid online Payment Instrument and support Sifipay to facilitate the online transactions and further direct and settle the proceeds of transactions from Customer’s bank account to Sifipay’s Escrow bank account and in turn to the bank account of Merchant.
- Sifipay has also established a web-site with the domain name www.sifipay.com ("Sifipay Site") to enable its Merchant to link up with various payment gateways and Facility Providers so as to enable the Merchant’s Customers to place Customer Orders for purchase and pay for the Products and Services through the Internet.
- Sifipay is desirous of passing on all these services to its appointed Merchants as more particularly hereinafter provided on the terms and conditions hereinafter appearing and subject to the Merchant giving the indemnities and the declarations hereinafter contained.
- Along with services mentioned herein; if required by Merchant, Sifipay shall additionally provide Payment Gateway Service as mentioned in the said RBI Guideline, electronic bill presentment and payment settlement under Bharat Bill Payment System (BBPS) to the Merchant in accordance with the terms and conditions as detailed in this Terms and Conditions. The provision of services to Merchant under BBPS is subject to feasibility and approval process and guidelines of BBPS.
vii. The Merchant shall follow the approval and registration process as per the set process of Sifipay.
- II. TERMS AND CONDITIONS:-
- 1. DEFINITIONS:
- "Acquiring Bank" shall mean various banks and financial institutions licensed under the Payment and Settlement Systems Act, 2007 to acquire, authorize and authenticate the online payment transactions.
- "Terms and Conditions" shall mean this Terms and Conditions, declaration and indemnity and any and all tables, schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference.
iii. "Authentication" shall mean the process by which the Customer's identification is authenticated by the Card Schemes / Issuing Bank / Payment Instrument Provider.
- "Authorization" shall mean the process hereunder by which the Issuing Bank / Institution and/or the relevant Acquiring Banks / Payment Instrument Provider, Card Schemes electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer on Site / website / app / web link / payment link.
- "Business days" shall mean any day on which Sifipay, Facility Providers are open for business in India other than Sunday or any day which is a public holiday in India and/or in State of Maharashtra.
- "Card Schemes" shall mean national or payment card networks including but not limited to Master Card, Maestro, Visa, Diners, American Express and Rupay etc. which Authenticates, Authorizes and enables card transactions.
vii. "Chargeback" shall mean any approved reversal of any online card transaction made by the Customer of Merchant on account of
- any alleged forgery of his card or other details
- duplicate processing of the transaction;
- any amount required to be refunded due to, denial of transaction by the Customer as wrongly charged payment/ extra payments and / or due to the fraudulent use / misuse of the personal and financial information of the Customer by any unauthorized person;
- non-delivery or deficiency in the Merchant’s Product or Service and/or any other reason as required / approved by the concerned banks, as the case may be.
viii. "Customer" means any person holding a valid Payment Instrument and who desires to purchase Products or Services from the Merchant and makes payment for the same over the Internet using a Payment Instrument.
- "Customer Order" shall mean an order for purchase of Products or availing of Services provided by the Merchant at the Merchant’s Site and made by the Customer at the Merchant’s Site and every Customer Order shall be specifically designated by a Customer Order number on mention or use of which the details of the Customer Order could be obtained by the Customer from the Merchant on-line at the Site, including without limitation details of the status of the Customer Order.
- "Customer Charge" means
- in respect to Product means the sale price of the Product purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product that are to be charged to the Customer’s valid Payment Instrument.
- In respect to Services means the sale price of the Services rendered to the Customer plus the all other taxes, duties, costs, charges and expenses in respect of the Services that are to be charged to the Customer’s valid Payment Instrument.
- "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 proof of which shall be submitted by the Merchant to Sifipay electronically through their Sifipay account backend to the satisfaction of Sifipay and the Facility Providers. Sifipay and the Facility Providers reserve the rights to call for physical Proof of Delivery in respect of a Product, delivery/performance of the Product, or
- in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Merchant to Sifipay electronically through their Sifipay account backend to the satisfaction of Sifipay and the Facility Providers. Sifipay and the Facility Providers reserve the rights to call for physical Proof of Delivery in respect of a Service, delivery/performance of the Service.
xii. "EMI" means equated monthly instalment payment plan which is a facility provided by the Issuing Bank / Payment Instrument Provider to its Customer.
xiii. "Effective Date" means the date of execution of this Terms and Conditions or date of provision of services by Sifipay to the Merchant whichever earlier.
xiv. "Facility Providers" means various Acquiring Banks, Financial Institutes, Card Schemes, Issuing Bank/ Institutions, Payment Instrument Provider, software providers, as well as third party Service Provider that participate in Authorization/ Authentication/ facilitation of online payments. These Facility Providers allows Sifipay to use the internet payment gateways developed by them to process all type of online Payment Instruments and all online transaction initiated by a Customer on Merchant’s Site.
- "Financial Institutes" means all bank and non-banking financial institutes or any financial institute other than Acquiring Banks, Card Schemes and Payment Instrument Providers that are authorized to issue a valid online Payment Instruments and/or to participate as facilitator of an online transaction.
xvi. "Issuing Bank / Institution" in respect of a Customer, means the bank or institution which has issued the valid card and/or any other Payment Instrument to the Customer with which Customer makes the payment for the Products / Services.
xvii. "Escrow Bank" mean the bank(s) appointed by Sifipay for purpose of pooling funds collected from Customers on behalf of the Merchant and facilitating the transfer of funds in final settlement to the Merchant after deduction of TDR or any other amount receivable from Merchant pursuant to the said RBI Guidelines or any other RBI guidelines amended from time to time,
xviii. "Payment Instrument/s" means a valid Payment Instruments physical or virtual issued by an authorized Card Schemes, Financial Institute and any other Payment Instrument Providers that are authorized to issue valid card and/or any other Payment Instrument to the Customer which enables the Customer to initiate and complete an online transaction to purchase/ avail Products and Services of Merchant.
xix. "Payment Instrument Provider" shall mean any legal entity authorized to issue online Payment Instruments such as wallet, prepaid cards etc. including Issuing Bank/Institution. The term Payment Instrument Provider does not include Card Schemes, Acquiring Banks and Financial Institutes.
- "Product" means a tangible product that is manufactured or distributed by the Merchant and that is purchased by the Customer, the payment for which is to be made on the Customer’s valid Payment Instrument.
xxi. "Proof of Delivery" shall mean
- In respect of Product, sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. charge slips bills etc.), All proof of delivery of Products shall be maintained by the Merchant for a period of at least one year from the date of delivery by the Merchant and shall be open to inspection by Sifipay and the Facility Providers at any time whatsoever.
- In respect of Service, sufficient legitimate records evidencing receipt of the Service to the Customer (i.e. Invoice, bills, etc All proof of delivery of Services shall be maintained by the Merchant for a period of at least one year from the date of delivery by the Merchant and shall be open to inspection by Sifipay and the Facility Providers at any time whatsoever.
xxii. "Payment Mechanism" means the entire processing and facilitation of online payments by Sifipay with help of the services of Facility Providers, mechanism through the Internet utilizing the internet banking facility; internet based electronic commerce, internet payment gateway of various Facility Providers and through such other modes and mechanisms of payment and delivery as may be notified by Sifipay from time to time.
xxiii. "Refund" shall mean a refund issued by the Merchant through merchant panel provided by Sifipay to the Merchant within the timeline provided by Facility Providers or Tr i.e date of expiry of Refund period fixed by Merchant whichever earlier.
xxiv. "Service" means tangible or intangible services provided to the Customer by the Merchant the payment for which is to be made on the Customer’s valid Payment Instrument.
xxv. "Transaction Discount Rate" ("TDR") means, the non-refundable rate charged to the Merchant by Sifipay on the transaction amount processed through Sifipay and / or the Facility Providers payment gateway system and it includes the Merchant Discount Rate as notified by the Reserve Bank of India, the Facility Providers from time to time and the processing and other charges charged by Sifipay as its service charges from time to time. The Transaction Discount Rate is exclusive of GST and/or any other Taxes as notified by the Government from time to time. Transaction Discount Rate applicable to this Terms and Conditions is accepted by both the Parties by way of a written electronic communication. However, the Transaction Discount Rate may be revised quarterly by Sifipay, and Sifipay will advise the Merchant of any such change not less than 7 days in advance of its effectiveness.
xxvi. "Transaction" means every Customer Order that result in the Delivery by the Merchant to the Customer of the Product(s) / Services in respect of which the Customer Order was placed by Customer on Merchant’s Site processed by Sifipay’s Payment Mechanism successfully.
xxvii. "Tp" shall mean date of charge / debit to the Customer’s account against the purchase of Product / Services.
xxviii. "Ts" shall mean date of intimation by the Merchant to Sifipay about shipment of Product / Services.
xxix. "Td" shall mean date of confirmation by the Merchant to Sifipay about Delivery of Product / Services to the Customer.
xxx. "Tr" shall mean date of expiry of Refund period as fixed by the Merchant.
xxxi. “Sifipays Website/ Site” shall mean the web-site with the domain name “https://www.Sifipay.com/”established by Sifipay for the purposes of enabling on-line trading instructions by the Customers of the Merchant to Sifipay.
xxxii. "Merchant's Website / Site" shall mean the web-site / mobile app / web link / payment link as mentioned in Agreement between Sifipay and Merchant established by the Merchant for the purposes of enabling its Customers to place Customer Order for purchase of Products And Services through the Internet
- 2. TERM / NON-EXCLUSIVE
- Term: These terms and conditions shall become effective on the Effective Date and shall remain in full force until a notice of termination by Sifipay or the Merchant is given, or until terminated under other provisions of the Terms and Agreement executed between the Parties.
- Non-exclusive: Nothing in this terms and conditions shall prohibit Sifipay from furnishing the services similar to those provided under these Terms and Agreement to others, including competitors of the Merchant.
- 3. PAYMENT TERMS:
- Subject to the terms of this Terms and Conditions, Sifipay will send to Merchant’s bank account Customer Charge from Transactions taking place on Merchant’s Site using the Payment Mechanism of Sifipay, minus any fees including TDR, invalidated payments, convenience fee, handling fee, express payout charges, platform fee, Chargebacks, Refunds or any refund processing charges, bank fees or penalty by banks for excessive Chargebacks or Refunds, applicable taxes, any excess amount paid to Merchant and other amounts that the Merchant owe to Sifipay. If there are insufficient funds available in Merchant’s account, Sifipay shall claim from the Merchant such amount to the extent the funds are insufficient; which the Merchant on receipt of the claim undertakes forthwith to pay to Sifipay without any delay.
- Rejection of Payment
Sifipay and the Facility Providers may reject payment in respect of Customer Orders where:
- The Merchant has not obtained a necessary Authorization or Sifipay, Facility Providers and the Acquiring Banks are entitled to reject payment in terms of clauses hereof;
- Any Customer Order is deemed to be fraudulent or otherwise illegal;
- Any Customer Order which the Customer refuses to pay because the Product / Service was not as promised or was defective or was not delivered;
- Any Customer Order in respect of which Customer raises a Chargeback/ Dispute;
- The card Issuing bank advises that the card number does not match any number on file;
- Payment in respect of the Customer Order or the relevant instalment of the purchase price has already been made;
- Any Products or Services provided by the Merchant using Sifipays’ Payment Mechanism without prior written approval of Sifipay.
- The Customer Order was not confirmed by Merchant within permissible time mentioned on the panel provided by Sifipay from the date the Customer Order was placed;
- Any amount duly receivable by Sifipay from Merchant.
iii. Where Sifipay and the Facility Providers are entitled to reject payments in respect of a Customer Order or demand a Refund, Sifipay shall be entitled to set off and deduct from any payment due to the Merchant and in doing so Sifipay may:-
- debit the Merchant's account held with Sifipay, forthwith; and / or;
- deduct the outstanding amount from subsequent credits to the Merchant's account, and / or;
- if there is insufficient funds available therein; claim from the Merchant the amount paid to the Merchant by Sifipay in respect of the relative sales; which the Merchant on receipt of the claim from Sifipay undertakes forthwith to pay to Sifipay, the amount of the Refund to the extent to which such funds proves inadequate;
- Payment of Customer Charge in respect of a Customer Order shall be made as per the TDR, other charges and payment schedule mentioned in Agreement between Sifipay and Merchant which is further agreed by both the Parties in writing through electronic communication from time to time. The Customer charges to be paid in the bank account of the Merchant instructed by the Merchant in writing and on receipt of Proof of Delivery of the relevant Product / Service and Sifipay will deliver its payments to the Merchant as promptly after these dates as is practicable. The TDR amount charged by Sifipay to the Merchant is non-refundable; although the Merchant shall be liable to pay any refund charges if it is required to be paid by the Facility Providers.
- The Merchant may avail the facility of Express Settlement i.e. Settlement of Customer Charge on Tp+0 basis i.e. on the date of Transaction subject to approval of Sifipay. The Merchant has further instructed Sifipay to charge express payout charges on the transaction amount to the Merchant for the facility of Express Settlement. The Merchant agrees and confirms that facility of Express Settlement i.e Settlement of Customer Charge on Tp+0 basis i.e. on the date of Transaction is subject to approval of Sifipay and Sifipay shall have a right and sole discretion to revoke the approval without any reason whatsoever. The Merchant confirms that where Tp is a Sunday or public holiday the payment of Customer Charge shall be made on the next business day of the date of Transaction.
- EMI Services: The Merchant hereby agrees that EMI services shall be offered at the discretion and as per the terms and conditions of the respective Issuing Bank/ Institution, Payment Instrument Provider, Facility Providers and Sifipay. The Merchant further undertakes that:-
- EMI calculator shall be available on the Merchant Site in order to provide the EMI calculation to the Customer. The Customer shall be charged the full amount of the Customer Charge at the time of making transactions.
- Thereafter, Sifipay shall send details of settled transactions for conversion of the transaction to EMI along with complete details to the Issuing Bank/ Payment Instrument Provider within prescribed time. Sifipay shall not be responsible if the EMI transactions are cancelled / reversed.
- The Issuing Bank/ Payment Instrument Provider shall convert all transactions approved by them to EMI within their prescribed time. The final decision on whether a Transaction can be converted to EMI is taken solely by the respective Issuing Bank/ Payment Instrument Provider.
- The Merchant further confirms, undertakes and assures that Sifipay shall not be liable in case of any dispute raised by the Customer with respect to the rejection of EMI option to a Customer after a transaction has been confirmed, irrespective of the Customer Charge amount is already paid to the Merchant or not. The Merchant assures that the Customer shall raise such dispute related to non-conversion of EMI directly with the Issuing Bank/ Payment Instrument Provider.
- The Merchant agrees that Issuing Bank/ Payment Instrument Provider may charge interest rate to the Customers as per its internal policies and other regulatory factors from time to time. Sifipay has no authority deciding the rate of interest, repayment terms, charges and any other terms and conditions of the EMI Scheme.
vii. Taxes: Each Party shall bear and pay respective taxes as made applicable by the Government authorities from time to time. The Merchant covenants to comply with all the compliances mandated under the Goods and Services Tax (GST) as and when the same is implement by the relevant Government authority, including but not limited to filing valid tax return relating to its transactions with Sifipay. In case any credit, refund or other benefit under GST is denied to Sifipay or is delayed due to any non-compliance by the Merchant (such as failure to upload the details of Supply of goods/service on the GSTN portal, failure to pay GST to the Government, lower compliance rating etc.) or due to non-furnishing or furnishing of incorrect or incomplete documents by the Merchant with the Government or Sifipay , the Merchant agrees to indemnify, defend and hold harmless Sifipay and reimburse Sifipay for the loss including ,but not limited to, the tax loss, interest, penalty, reasonable costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise; including, without limitation, reasonable attorneys’ fees and costs (whether or not a suit is filed).
viii. Merchant’s Minimum Deposit Account Balance (If applicable): It is mutually agreed by the Merchant and Sifipay, that Sifipay may retain a minimal amount “Reserve Deposit Amount” out of amounts payable to the Merchant in terms of Clause 3 hereof. The Merchant agrees that Sifipay will impose additional Reserve Deposit Amounts, either temporarily or permanently, which are more restrictive than limits placed on the Merchants in order to reduce Sifipay's reasonable apprehension of risk of loss under varying circumstances.
- 4. COVENANTS AND REPRESENTATIONS OF THE MERCHANT:
- Sifipay and the Facility Providers shall not be a party to the Terms and Conditions or dispute between the Customer and the Merchant. In the event of any dispute between the Merchant and the Customer whether in relation to any deficient, improper or incomplete Product or Service provided by the Merchant or otherwise, Sifipay and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
- The Merchant undertakes to make timely payments of all the monies, charges, and Chargeback amounts, Refund amount duly payable to Sifipay as and when demanded by Sifipay. Merchant also undertakes to payback any amount received in excess or erroneously from Sifipay within 7 (Seven) calendar days of receipt of claim from Sifipay without any delay, demur or protest.
iii. The Merchant assures and guarantees to Sifipay and the Facility Providers that the Merchant is acting in compliance with and shall at all-time act in compliance with all laws, rules and regulations, notification, and guidelines set by RBI/ Sifipay and the Facility Providers and further assures and guarantees that the Products And Services mentioned on Sifipay website shall not be sold on the Merchant’s Site using services of Sifipay. 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 shall not be offered by the Merchant to its Customers through the services of Sifipay.
- The Merchant further confirms, undertakes and assures that in the event of violation of any of the byelaws and standards of RBI, the Facility Providers and Sifipay by the Merchant AND any penalty or charge imposed by the Facility Providers on Sifipay for any violation for any reason whatsoever, the Merchant shall on receipt of the claim from Sifipay undertakes forthwith without any demur, protest, dispute or delay, to pay to Sifipay, the amount of the penalty / fine imposed by the Facility Providers on Sifipay.
- The Merchant shall not at any time require the Customer to provide the Merchant with any details of the accounts held by them with the Issuing Bank/ Payment Instrument Provider including, the passwords, account number, card numbers and PIN which may be assigned to them by the Issuing Banks or Payment Instrument Provider from time to time.
- In the event of any inconsistency between any provision of these Terms and Conditions and the standards set out by Facility Providers, the standards shall govern.
vii. The Merchant is aware that Sifipay and the Facility Providers are not guaranteeing any Transactions with the Customers in any manner whatsoever. The Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of Customers.
viii. The Merchant shall use Sifipay's services and other facilities offered on Sifipay's Site only for the Merchant's Site as mentioned Agreement between Sifipay and Merchant) and for no other Site/s. The Merchant shall use Sifipay's Payment Gateway services only for selling / providing the Products and Services mentioned in Agreement between Sifipay and Merchant and for no other Products or Services. In case of any deviation from the Services without prior written approval of Sifipay, the Merchant undertakes to be abiding by the decisions of Sifipay including suspension of the pay out or refund to Customer or termination of Sifipay's services.
- The Merchant must ensure that it shall not:-
- undertake/allow Transactions for anything other than the genuine purchase of the Products and/or Services that the Merchant provides;
- impose any minimum or maximum Transaction values;
- discriminate against the use of any Card or Payment Instrument in any way;
- split a Transaction into two or more Transactions;
- accept a Transaction or present Transaction Data for processing which was not undertaken directly between the Merchant and the Customer;
- accept or process Transactions in order to give Customers cash;
- accept any Transaction using any Card or Payment Instrument issued in the Merchant's name, or related to the Nominated Bank Account or of a partner in, or director or other officer of Merchant's Business or the Business of the Merchant, or of the spouse or any member of the immediate family or household of any such person;
- submit Transaction data which Merchant know or ought to have known is illegal;
- Refund Transactions to a Card / Payment Instrument which was not originally used to make such Transactions, and Merchant must not, under any circumstances, accept money from a Customer in connection with processing a Refund to the Customer's Account.
- The Merchant acknowledges that the Facility Providers and Sifipay have the right to enforce any provision of the standards and to prohibit any Merchant conduct that may injure or may create a risk of injury to the Facility Providers and Sifipay including injury to reputation, or that may adversely affect the integrity of the Facility Providers and Sifipay’s core payment systems, information or both. The Merchant agrees that he will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and Sifipay.
- The Merchant shall take all precautions as may be feasible or as may be directed by Sifipay and the Facility Providers to ensure that there is no breach of security and that the integrity of the link between the Merchant’s Site, Sifipay’s Site and the Payment Mechanism is maintained at all times during the term of this Terms and Conditions. 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 Merchant and the Merchant shall indemnify and keep indemnified Sifipay and the Facility Providers from any loss as may be caused in this regard. The Merchant shall comply with PA-DSS compliances (if applicable) and shall report to Sifipay in case of an Information Security Incident related to systems or information.
xii. The Merchant herby grants to Sifipay and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Merchant solely in connection with the marketing of their facilities and services to the public. The Merchant shall prominently display on its Website and in other online marketing materials if applicable, a statement/logo/image provided by Sifipay and or upon instructions of Facility Provider. The Facility Providers may at any time, immediately and without advance notice, prohibit the Merchant from using any of the Marks for any reason.
xiii. The Merchant ensures that it shall prominently and unequivocally inform a Customer of the identity of the Merchant, which will enable the Customer to distinguish the Merchant from any other third party and will ensure that its website:-
- prominently displays the name of the Merchant;
- prominently identifies the name of the Merchant as displayed on the website and as the name that will appear on the Customer's statement and
- display the Merchant name and information as prominently as any other information depicted on the website, other than the images of the Products or the Services being offered.
xiv. The Merchant represent and warrant to Sifipay and the Facility Providers that:
- Merchant is duly organized, validly existing and in good standing under the laws of the territory in which its business is registered, and a resident of India for income tax purposes;
- Merchant has all requisite license, registrations, right, power and authority in full force to enter into this Terms and Conditions and perform its obligations and grant the rights, licenses and authorizations hereunder; and
- Merchant and its subcontractors, agents and suppliers will comply with all applicable Laws in the performance of its obligations and exercise of the rights under this Terms and Conditions.
- The Merchant states that the individual signing this Terms and Conditions is an authorized representative of the Merchant and is thereby fully authorized to bind the Merchant to contractual obligations and is authorized to provide the information and documentation submitted in connection with this Terms and Conditions are complete and correct in all material respects. Merchant authorizes Sifipay to obtain and verify, and to continue to obtain and verify any information submitted by Merchant any relevant information regarding principals, partners, officers or other authorised representatives of Merchant and any other individuals listed on this Terms and Conditions including the individual signing below, and for Sifipay use such information as reasonably necessary during the course of providing the services contemplated here under as well as for Sifipay to share such information with its affiliates or as otherwise allowed by applicable law. Sifipay reserves the right to conduct audits and periodic oversight reviews of Merchant determining compliance with this Terms and Conditions and byelaws and standards of RBI, the Facility Providers and Sifipay referenced herein.
xvi. The Merchant hereby agrees, assures and covenants as under, as far as American Express Card processing is concern:-
- The Merchant must comply with, the American Express Data Security Operating Policy, a copy of which is available at www.americanexpress.com/datasecurity and which American Express Card may amend from time to time in accordance with its terms.
- The Merchant must indicate its acceptance of the American Express Card whenever it communicates the payment methods it accepts to customers and display the American Express Card Marks according to the American Express Card guidelines / Terms and Conditions and as prominently as warmly welcoming American Express Cards and in the same manner as any other Payment Product.
- The Merchant must not
- try to dissuade American Express Card members from using the American Express Card;
- criticize or mischaracterize the American Express Card or any of its services or programs;
iii. try to persuade or prompt American Express Card members to use any other payment products or any other method of payment (e.g., payment by cheque);
- impose any restrictions, conditions, or disadvantages when the American Express Card is accepted that are not imposed equally on all other payment products (except where expressly permitted under applicable national law); or
- promote any other payment products (except the Merchant's own card that it issues for use solely at its establishments) more actively than it promotes the American Express Card.
- The Merchant must not
- engage in activities that harm American Express Card’s business or brand; or
- indicate or imply that it prefers, directly or indirectly, any other payment products over the American Express Card. If American Express provides notice to Sifipay that Merchant has breached this provision, Sifipay reserves its right to cease submitting Charges within 2 business days and require Merchant to remove all American Express identification, logos and decals from Merchant’s website immediately. If American Express determine that Sifipay on behalf of the Merchant vide this Terms and Conditions has failed to cease submitting Charges after receipt of such information from American Express and that Sifipay have breached this provision due to default of Merchant, Sifipay shall be penalized the amount of Five Thousand United States Dollars ($5,000.00 USD) or in equivalent Indian Rupees for continuing to submit Charges. This penalty will apply on a monthly basis. Accordingly, if Sifipay submits Charges during July and again in August, Sifipay will be penalized twice. If penalized, Sifipay agrees to remit payment to American Express within 30 days of your receipt of an invoice. If Sifipay fails to remit such payment, American Express may debit all relevant amounts from the bank account Sifipay have designated to receive payments from American Express pursuant to this Terms and Conditions. Sifipay in event of such penalty been imposed by American Express reserve its right to impose the same on Merchant and the Merchant agrees to pay such penalty to Sifipay forthwith without any demur or protest, dispute or delay.
- The Merchant shall maintain customer service information that is readily available for review by American Express Card member transacting with Merchant. The customer service information should include clear instructions on how to contact Merchant if the American Express Card member has any question about a transaction. At a minimum, the instructions must provide an active customer service e-mail address and a customer service telephone number for the Merchant and for Sifipay an email address and web page address on Sifipay’s Web site where American Express card members can access transaction information.
- The Merchant hereby agrees, covenants
- to accept Cards in accordance with the terms of the Merchant Terms and Conditions;
- to authorise Sifipay to submit transactions to, and receive settlement from American Express Card on behalf of the Merchant;
iii. to authorise Sifipay to disclose transaction data, Merchant data, personal information and other information about the Merchant to American Express Card and its affiliates, agents, subcontractors, and employees, and allows American Express Card and its Affiliates, agents, subcontractors, and employees to use such information to perform under the Terms and Conditions, operate and promote the network, perform analytics and create reports, and for any other lawful business purpose;
- to display American Express Card Marks and give Amex equal representation with any signage, decals or other identification when promoting payment methods and remove them in case of termination of Merchant Terms and Conditions;
- to enable Sifipay to comply with its obligations in relation to Card member disputes, transaction processing, authorisation, submission and protecting Card member information;
- to comply with all applicable laws, rules and regulations relating to the conduct of the Merchant's business;
vii. that Merchant shall warmly welcome American Express Cards, meaning that they either do not surcharge American Express Card members, or if they do, they apply a surcharge that is not more than any surcharge they apply to other credit cards and they do not discourage Card members from using their Cards;
viii. that the third party vendor approved by American Express Card may visit the office of Merchant to assess and document warmly welcoming performance of American Express Card;
- that the refund policies of Merchant for purchases on the American Express Card must be at least as favourable as their refund policies for purchases on any Other Payment Product and the refund policy must be disclosed to Card members at the time of purchase and in compliance with applicable law; (viii) to abide by the limitation on American Express Card’s liability set forth in this Terms and Conditions;
- provides third-party beneficiary rights to American Express Card with the ability to enforce the terms of the Merchant Terms and Conditions against the Merchant as necessary to protect the American Express Card brand;
- provides American Express Card with the ability to enforce industry-specific requirements of which American Express Card notifies Sifipay in writing from time to time;
xii. to ensure that Merchant website does not contain libellous, defamatory, obscene, pornographic, or profane material or any information that may cause harm to any individuals or to the American Express Card brand;
xiii. to allow Sifipay and American Express Card to conduct audits, periodic oversight reviews, collect documents, "know your customer" ("KYC") and anti-money laundering ("AML") checks in accordance with all applicable laws and regulations and to enable American Express Card to satisfy its obligations under applicable local law and any other requirements imposed by regulators;
xiv. Sponsored Merchants must not process any Charges that would be considered Prohibited Uses as outlined in section 2d of the American Express Card Terms and Conditions.
- The Merchant ensures that each of its owners, directors, employees and every other person working on its behalf, has not and shall not, in connection with this Terms and Conditions or in connection with any other business transactions involving American Express Card, make any payment or transfer, or transfer anything of value, directly or indirectly, to:
- any governmental official or employee (including employees of a government corporation or public international organisation);
- any political party, official of a political party, or candidate for public office;
iii. an intermediary for payment to any of the foregoing; or
- any other person or entity if such payment or transfer would violate the laws of the country in which it is made or the US Foreign Corrupt Practices Act 1977.
xvii. If the Merchant is going store the confidential data of customers on Merchant’s Site, then the Merchant shall be Payment Card Industry Data Security Standard certified (PCIDSS) and shall continue to be certified as per the required regulations during the term of the Terms and Conditions with respect to the security obligations pertaining to Sifipay’s Services provided by Sifipay. The Merchant hereby undertakes and agrees it shall not store any confidential information of the Customers such as card details, Customer’s confidential details etc. if it is not PCI DSS certified and shall further indemnify Sifipay in case of any claim, proceeding, loss or liability arising due to non-compliance of the same.
xviii. The Merchant undertakes to be abided by the Master Card Rules all the time, the detailed manual of the rules can be referred from the link: (http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf ) this link is subject to change as per the amendments made in manual of Master Card, uploaded from time to time. Important sections of the Master Card Rules that the Merchant undertakes the following :
- On an on-going basis, the Merchant to promptly provide Sifipay with the current address of each of its offices, all “doing business as” (DBA) names used by the Merchant, and a complete description of goods sold and services provided.
- In the event of any inconsistency between any provision of the Merchant Terms and Conditions and the Standards (i.e. the Manual), the Standards (the Manual) will govern.
- Sifipay may require any changes to Merchant’s Website or otherwise that it deems necessary or appropriate to ensure that the Merchant remains in compliance with the Standards governing the use of the Marks.
- This Merchant Terms and Conditions automatically and immediately stand terminated if the Master Card Corporation de-registers Sifipay or if the Facility Providers ceases to be a Customer for any reason or if such Acquirer fails to have a valid License with the Corporation to use any Mark accepted by the Merchant.
- Sifipay may at its discretion or at the direction of its Facility Providers immediately terminate the Merchant Terms and Conditions for activity deemed to be fraudulent or otherwise wrongful by Sifipay, and Facility Providers.
- The Merchant acknowledges and agrees:
- To comply with all applicable standards, as amended from time to time;
- That the Master Card Corporation is the sole and exclusive owner of the Master Card Marks;
iii. Not to contest the ownership of the Marks (of Master Card corporation ) for any reason;
- The Master Card Corporation may at any time, immediately and without advance notice, prohibit the Merchant from using any of the Master Card Marks for any reason;
- The Master Card Corporation has the right to enforce any provision of the Standards and to prohibit the Merchant and/or its Payment Facilitator from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Master Card Corporation, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation’s confidential information as defined in the Standards, or both; and
- The Merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
xix. The Merchant undertakes to be abide by the rules and regulations formed by the governing authority in respect of the Anti-Money Laundering Act 2002, Information Technology Act 2000 and subsequent amendments incorporated thereon and guidelines issued by the Department of Regulation, RBI from time to time for Combating Financing of Terrorism (CFT).
- The Merchant hereby undertakes that, all the representations made herein are true and valid as per law of India. The Merchant represent that the Merchant holds valid licenses, brand proofs, tie-up Terms and Conditions from its business associates and the Merchant is legally authorised to sale the Products and Services online through the Merchant’s Site.
xxi. The Merchant shall provide supporting documents to Sifipay at the time of execution of this Terms and Conditions and upon change in details provided under this Terms and Conditions. The Merchant shall provide the KYC documents to Sifipay on an interval of one year.
- 4A. COVENANTS AND REPRESENTATIONS OF SIFIPAY:
- Sifipay has received requisite authorisation/ license from RBI as per the said RBI Guideline and has right, power and authority in full force to accept this Terms and Conditions and perform its obligations.
- Sifipay is PCIDSS certified and has implemented applicable security measures as per the said RBI Guideline.
iii. Sifipay has appointed Nodal Officer responsible for regulatory and customer grievance handling functions in accordance with the said RBI Guidelines.
- Sifipay undertakes to comply with Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI, in their “Master Direction – Know Your Customer (KYC) Directions” which are updated from time to time.
- 5. DATA PROTECTION:
- All the data processed under this Terms and Conditions is subject to the Data Privacy Regulations under applicable laws. Merchant and Sifipay shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, General Data Protection Regulation (GDPR) (EU) 2016/679 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the "Privacy Regulations").
- Sifipay its employees, contractors or agents may, in connection with this Terms and Conditions, collect Personal Information in relation to Merchant (including Merchant Customers, employees and directors). Sifipay may process, use and disclose, transfer and store the Merchant’s Customer’s personal information for purposes connected with this Terms and Conditions and otherwise for the purposes of its legitimate business and business operations or as required by law. The Merchant shall co-operate with Sifipay and Facility Providers in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.
iii. Insofar as information provided, or to be provided, by Merchant to Sifipay includes the Personal Information of Customers, Merchant represents and warrants that it has obtained sufficient informed prior consent in writing from each Customer to whom any Personal Information relates to, in order for Sifipay to comply with applicable data privacy regulations and which allows Sifipay to collect, use, disclose, process, transfer and store such information for the purposes specified in this Terms and Conditions and the schedules, including in the circumstances described above, and will provide Sifipay with such consent as and when requested by Sifipay.
- 6. FAIR USE OF SIFIPAY SERVICES:
- The Merchant shall use the services of Sifipay only for the purpose of receiving online payments against the Products/ Services approved by Sifipay. Using the services of Sifipay for any other purpose shall entitle Sifipay to take appropriate legal action and/or charge penalty suspend all the pay-outs to the Merchant.
- The Merchant shall not submit for payment, any transaction they know or ought to have known is illegal or misuse the services of Sifipay for illegal gains including but not limited to illicit use of Credit Cards.
iii. The Merchant in case of any fraud or ill intentional transaction by Customer shall cooperate with Sifipay and forward all necessary transaction and Customer details to Sifipay at the earliest.
- The Merchant data related to transactions taking place through Sifipays payment gateway services shall be stored by Sifipay for a maximum period of one year from the date of transaction. Post completion of this one year the data will automatically get deleted from Sifipays database. Sifipay shall not be liable to produce the data that is older than one year.
- Breach by Merchant: If Sifipay, the Facility Providers suspects on reasonable ground, that the Merchant has committed a breach of this Terms and Conditions or dishonestly or fraud against Sifipay, the Facility Providers, or any Customer, Sifipay shall be entitled to suspend all payment under this Terms and Conditions to the Merchant pending enquiries by Sifipay. Sifipay shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry. Sifipay reserve right to charge appropriate penalty to the Merchant in case of breach of terms of this Terms and Conditions. Sifipay may adjust such penalty amount from the next pay out of Customer Charge. In the event of no balance in the Merchant account, the Merchant shall make the payment of such penalty amount; failure to make payment of the penalty amount will attract interest over the penalty as per the prevailing interest rates. Breach by Customer: In case the Customer of Merchant commits fraud against the Merchant using Sifipay's services, Sifipay in such cases shall be entitled to suspend the pay-outs of the disputed amount till the issue is resolved between Merchant and Customer. Sifipay shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry.
- Authorizations: The Merchant shall obtain Authorisation from Sifipay, before accepting any Customer Order. This process of Authorization is an automatic process that takes place in real-time.
- 7. CHARGEBACK AND REFUND:
- The Merchant agrees that payment made in respect of any Customer Order, in respect of which the Customer or Issuing Bank raises a claim, demand, dispute or chargeback on Sifipay or the Facility Providers for any reason whatsoever or in case of refund initiated by the Merchant shall be the financial responsibility of the Merchant. The chargeback or refund shall be processed as per the set processes of Facility Providers and Sifipay. Once the Chargeback is received and the Merchant is ordered to make payment of the Chargeback amount or in case of Refund once the Refund requested is initiated by the Merchant, the Merchant shall make the payment of the Chargeback/ Refund amount as the case may be without any demur or protest, dispute or delay. The Merchant agrees that it shall initiate Refund only within Tr i.e time period fixed by Merchant or 90 days from the date of transaction whichever earlier. However, Merchant agrees that it shall not be allowed to initiate Refund on the date of Transaction if it has opted for Express Settlement Facility. The Merchant shall make payment of Chargeback amount within 48 hours from the time of receiving the request for making payment of Chargeback and or in case of Refund immediately at time of initiating the refund. The Merchant hereby agrees that all Refunds and Chargebacks shall be the sole responsibility of the Merchant and Sifipay shall not be liable for any claims or disputes which may arise in connection with such Refunds or Chargebacks to the Merchant or its Merchants. Sifipay shall have right to withhold the payment in case of anticipated Chargebacks or excessive chargebacks raised against Merchant. The Merchant agrees to indemnify Sifipay in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation Refunds or Chargebacks for all transaction initiated and instructed through the Merchant’s Site.
- If Sifipay and/or the Facility Providers determine that the Merchant and/or its business associates registered with Sifipay are incurring an excessive amount of Chargebacks or Refunds, Sifipay may establish controls or conditions governing the Transactions contemplated under this Terms and Conditions, including without limitation, by
- establishing new processing fees,
- by requesting a reserve in an amount reasonably determined by Sifipay to cover anticipated Chargebacks and Refunds
- by asking the Merchant to first make payment of the Chargeback amount / Refund amount and then only process the chargeback and refund request.
- delaying or suspending pay-outs to Merchant,
- block the refund or refuse to process
- adjusting the Chargeback and Refund amount from the Customer Charge payable to Merchant and
- imposing penalty amount if any charged by Facility Providers
- charge interest over the Chargeback and Refund amount
- terminating or suspending Sifipay Services.
iii. The Merchant hereby authorises Sifipay to appropriate the Merchant's current balance amounts with Sifipay to the extent of the aforesaid Chargeback and Refund and any other moneys due to Sifipay by the Merchant in terms of this Terms and Conditions. If there is insufficient funds available therein; the Merchant shall within 48 (forty eight) hours of finding out negative balance or insufficient balance in his Merchant Accounting and Reporting System (M.A.R.S) Interface and / or on receipt of the e-mail from Sifipay and / or claim from Sifipay undertakes forthwith without any demur, protest, dispute or delay, to pay to Sifipay, the amount of the Chargeback/dispute/Refund to the extent to which such funds proves inadequate. Without prejudice to any other of Sifipay’s rights and remedies, in the event that the Merchant does not make any payment to Sifipay by its due time (within 48 hours) or on demand as required under this Terms and Conditions, Sifipay shall be entitled to charge interest on such overdue amount upon completion of the said 48 (Forty Eight) hours (as the case may be) until the date of payment in full, at the rate of 2-4 % per month, solely as per Sifipay’s discretion. It is agreed that any claim or dispute arising out of non-payment of Refund / insufficient balance shall be the absolute liability of the Merchant AND the Merchant hereby indemnifies Sifipay and the Facility Providers against any claims, dispute initiated by any Customers / Facility Provider or any third party / authority enforced on Sifipay, Acquiring Banks/ Card Schemes/ payment Sifipay etc. for the non-refund of such transactions.
- Credit Facility on Refunds: Since the Merchant will not be allowed to initiate Refunds of amount greater than the balance amount held with Sifipay; The Merchant may face Refund related issues from the Customers such as, "the Refunds were blocked by Sifipay due to insufficient or no balance amount in Merchant account held with Sifipay". In order to avoid such refund issues and to continue the smooth refund process, the Merchant may avail the credit facility on refunds where in Sifipay at its sole discretion may allow the Merchant to initiate refunds of amount greater than the balance amount available with Sifipay. This facility will allow additional time not exceeding 7 (Seven) days to the Merchant to arrange for funds against refunds so initiated. To avail the credit facility the Merchant shall give separate written instructions to Sifipay, Sifipay on its sole discretion may grant the credit facility on refund to the Merchant. The Merchant agree that the repayment of credit facility on refund shall be governed by all the sub clauses (7.1), (7.2) and (7.3) above and also by the special terms and conditions formed by Sifipay for credit facility on refund.
- Customer Grievance Redressal and Dispute Management Framework which includes Customer grievances redressal and Turnaround time for dispute resolution, dispute resolution mechanism and reconciliation of payments by Sifipay.
- The Merchant agrees that Refunds of failed transactions are dealt as per the process mentioned in Customer Grievance Redressal and Dispute Management Framework.
vii. The Merchant agrees that the refunds initiated by Merchant shall be routed through the escrow account and original method of payment unless specifically agreed between the Merchant and Customer to credit through an alternate mode. The Merchant hereby confirms that Sifipay has no responsibility if Refunds are processed through alternate mode agreed between Merchant and Customer.
viii. The Merchant acknowledges that TDR charged by Sifipay shall not be refunded by Sifipay irrespective of any Chargeback or Transaction being rejected, refunded or disputed.
- 8. INDEMNITY:
- The Merchant hereby undertakes and agrees to indemnify, defend and hold harmless Sifipay and the Facility Providers including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
- Breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this Terms and Conditions;
- Breach of confidentiality and intellectual property rights obligations by the Merchant;
- Any claim or proceeding brought by the Customer or any third party against Sifipay and/or the Acquiring Banks in respect of any Products or Services offered by the Merchant;
- Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any third party;
- Chargebacks or refunds relating to the Transactions contemplated under this Terms and Conditions; and incapacity of Merchant to make payment against the chargeback/ refunds or any amount due payable to Sifipay;
- Breach of law, rules regulations, legal requirements (including RBI regulations, Facility Providers rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Bank/ Institution is incorporated/registered/established; or
- Any fines, penalties or interest imposed directly or indirectly on Sifipay on account of Merchants or transactions conducted through the Merchant under this Terms and Conditions.
The indemnities provided herein shall survive the termination of this Terms and Conditions
- 9. WARRANTY:
- Sifipay 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 Merchant acknowledges that Sifipay and the Facility Providers may not be uninterrupted or error free. The Merchant also acknowledges that the services provided by the facility providers to Sifipay which is passed on to the Merchant under this Terms and Conditions, can be in any event be brought to an abrupt end in any event whatsoever by the facility providers for any reason whatsoever.
- Sifipays sole obligation and the Merchant’s sole and exclusive remedy in the event of interruption to the services or loss of use and/or access to Sifipay’s Site, and the Facility Provider’s facilities, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
iii. In case if the Merchant’s customer raises a claim on any of Sifipay or the Facility Providers, the Merchant shall release Sifipay (and its officers, directors, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such claims or disputes.
- Without prejudice to any other provisions of this Terms and Conditions, Sifipay, and the Facility Providers shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with Sifipay’s site and services, and the Facility Provider’s facilities and/or this Terms and Conditions.
- 10. LIMITATION OF LIABILITY:
- Sifipay shall not be liable for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.), whether under contract or in tort, and even if the Merchant had been advised of the possibility of such damage or loss. In no event Sifipay shall be liable to the Customers or any third Party.
- 11. INSPECTION AND AUDIT:
- SIFIPAY shall have right to audit and/or inspect periodically the system and records of Merchant (including but not limited to Merchant’s refund and return policy, infrastructure, customer grievance policy, T&Cs, etc.) by its internal or external auditors or by its agents appointed to act on its behalf, in order to ensure Merchant’s compliance with the obligations with respect to Services rendered under this Terms and Conditions and applicable laws and to obtain copies of any audit or review reports and findings made on the Merchant in connections with the Services undertaken hereunder.
- Merchant shall allow SIFIPAY, its management, its auditors and/or its regulators, the opportunity to inspect, examine and audit Merchant’s operations, system and records which are directly relevant to the Services. RBI, statutory, regulatory, Sifipay or any authority vested with such rights shall be entitled to cause an inspection to be made on Merchant and its books and account by one or more of its officers or employees or other persons
iii. Merchant shall keep complete and accurate records of all the orders and expenses in connection with its Services and/or Products. All said records shall be kept on file by Merchant for a period as required under applicable laws from the date the record is made.
- SIFIPAY's audit rights shall survive the expiration or termination of this Terms and Conditions for the period required under applicable laws and regulations.
- 12. TERMINATION:
- Immediate Termination:
- Termination for Breach: - Either Party may terminate this Terms and Conditions with immediate effect if the other Party commits any breach of the terms of this Terms and Conditions.
- Termination in Case of Violation of Law:- In addition to any other termination rights granted by this Terms and Conditions, Sifipay may terminate this Terms and Conditions immediately without liability upon verbal or written notice if
- Sifipay or the Facility Providers is notified or otherwise determines in good faith that the Merchant or is using Sifipays services and facilities in furtherance of any activity which violates any law, rule, or regulation or
- Sifipay, 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 Merchant.
iii. If number or amount of fraudulent Transactions submitted by Merchant or the number of Chargebacks in relation to the business of Merchant is excessive
- If Merchant submits for processing, Transactions on behalf of any third party entity other than that agreed between Parties;
- the Merchant materially alters its website content without Sifipay's prior written consent or changes its business or alters its business model during the term of the Merchant Terms and Conditions or if there is a direct or indirect change of Control of the Merchant or any parent company of the Merchant;
- If Facility Providers de-registers the Merchant.
- Termination for Disruption: If any program or facility used by Sifipay to implement this Terms and Conditions is disrupted or terminated by the Facility Provider for any reason Sifipay may terminate this Terms and Conditions immediately.
- Termination by notice:- In addition to any other termination rights granted under this Terms and Conditions, either Party may terminate this Terms and Conditions on 30-days written notice to the other.
iii. Termination for non-use:- Sifipay may terminate this Terms and Conditions, if the Merchant fails or neglects to use the facilities and services of Sifipay and the Acquiring Banks for a continuous period of 180 days.
- Withholding of charge on termination:- In the event that either of the Parties serve a notice of termination of this Terms and Conditions on the other party, Sifipay shall be entitled to withhold for a period of 210 days from the date of such notice, 40% of amounts payable to the Merchant in terms of Clause 3 of this Terms and Conditions in respect of each Customer Charge arising after the date of such notice. In the event that Sifipay terminates this Terms and Conditions as a result of breach of any of the terms of this Terms and Conditions by the Merchant, Sifipay shall be entitled to withhold for a period of 210 days from the date of such breach 100 % of amounts payable to the Merchant in terms of Clause 3 of this Terms and Conditions in respect of each Customer Charge arising after the date of such breach.
- 13. INTELLECTUAL PROPERTY:
- Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual Property Rights therein, subject only to the rights and licenses specifically granted in writing.
- 14. FORCE MAJEURE:
- Sifipay and the Facility Providers shall not be liable for any failure to perform any of its obligations under this Terms and Conditions 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 Sifipay, and the Facility Providers , 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.
- 15. SUB- ID CREATION:
- In case of addition of Business Associate/s, Business Associate” shall mean entity / Merchant referred or on-boarded by the Merchant as per the terms and conditions of this Terms and Conditions through a mandate letter the Merchant shall give written instructions to Sifipay in the format as specified by Sifipay from time to time. Following terms should additionally apply to the arrangement of creating any sub- Id. The Merchant will be allotted a main Merchant ID (MID) by Sifipay. Through this Terms and Conditions the Merchant will be able to enable the Business Associates to receive online payments from the end customers. For the said purpose Sifipay has agreed to create sub - ids for the Business Associates of the Merchant. The addition of any new Business Associates shall be intimated by Merchant to Sifipay in the format specified by Sifipay. Sifipay shall make the payout of the Customer Charge after due deductions to the designated bank account of the Merchant or the Business Associate as directed by the Merchant in writing. The Merchant will provide the necessary documents of such business associates as per the requirements of Sifipay. The Parties have agreed that all the terms and conditions, warranties, covenants addressed to Merchant herein shall be equally applicable to the Business associates of the Merchant. Any default, chargeback, refund, claim observed or received on Business Associates’ MID shall be the responsibility of the Merchant. The Merchant here by indemnify Sifipay for the acts and omissions of the business Associates. To avail the facility of Sub - IDs the Merchant must intimate Sifipay in writing, Sifipay reserves right to approve or reject the onboarding of Business Associate. Termination of this Terms and Conditions will automatically terminate all the sub-ids.
- 16. GENERAL PROVISIONS:
- Jurisdiction and governing law: The laws of India only and no other nation shall govern these Terms and 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.
- Disclosure of information: Sifipay will be entitled at any time to disclose information concerning the Merchant to any authorised assignee, Facility Providers or to its own employees or directors basis in connection with the Payment Gateway Mechanism facilities provided by Sifipay. This clause shall survive the termination of these Terms and Agreement. The Merchant shall not, without the prior written consent of Sifipay, the Facility Providers, disclose the identity of any Customer who has entered into a Transaction or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to such Customers other than for the purposes of this these Terms and Agreement except where
- information already known or independently developed by the recipient prior to or independent of the disclosure;
- information in the public domain through no wrongful act of the recipient,
- information received by the recipient from a third party who was not under any legal impediment to disclose it,
- information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction to the extent specified in the order
iii. The individual accepting this terms and conditions certifies that he/she is an authorized principal, partner, officer, or other authorized representative of Merchant, is thereby fully authorized to bind Merchant to contractual obligations and is authorized to provide the information contained in this Application. The authrorised 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. Merchant authorizes Sifipay 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 Sifipay to use such information as reasonably necessary during the course of providing the services contemplated here under as well as for Sifipay to share such information with its affiliates or as otherwise allowed by applicable law.
- Any notice, direction or instruction given under this these Terms and Agreement to Sifipay shall be in writing and delivered by hand, post, cable, facsimile or telex to Plaza Asiad, Second Floor, Station Road, Santacruz (West), Mumbai 400 054. India.
- Notice will be deemed given : In the case of hand delivery or registered mail or e-mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
- Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this these Terms and Agreement for the purpose of rendering the services.
- 17. ARBITRATION:
i. The parties will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to these Terms and Agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 (and any subsequent amendment to this act) shall 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 mutual consent of both the parties. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction. These Terms and Conditions and 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.