Portal Service Agreement

This SERVICES AGREEMENT (the "Agreement") is made and executed:

BETWEEN

MERCHANT COMPANY, an entity incorporated under the laws of India / a company incorporated under the provisions of the Companies Act, 1956 or Companies Act, 2013 (as applicable), having its registered office in India, (hereinafter referred to as "CLIENT" which expression shall unless repugnant to the subject or context thereof mean and include its successors and permitted assigns) of the ONE PART

AND

Jangras internet and digital financial (payment) services private limited, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at C/O Satya Narayan, Vill – Panihar Chak, PO – Chak Panihar, (hereinafter referred to as "Jangras (Kwikpaisa NEO Bank)" which expression shall unless repugnant to the subject or context thereof mean and include its successors and assigns) of the OTHER PART.

The Client and Jangras – KwikPaisa NEO Bank shall hereinafter be individually referred to as "PARTY" and collectively as "PARTIES".

WHEREAS:

  1. Jangras - KwikPaisa NEO Bank is engaged in the business of inter alia payment gateway aggregation, developing and implementing payment solutions, facilitating the initiation and receipt of electronic payments, including but not limited to payments effected through credit cards, debit cards, net-banking, pre-paid instruments and payment methods offered by and routed through the infrastructure established by the NPCI (defined hereinafter) such as UPI (defined hereinafter) and Bharat QR (defined hereinafter).
  2. Jangras - KwikPaisa NEO Bank has developed software protocols to inter alia communicate with Acquirers, Nodal Banks and Card Payment Networks to provide the Services (defined hereinafter).
  3. The Client has approached Jangras - KwikPaisa NEO Bank to avail Services (defined hereinafter), to enable Customers (defined hereinafter) to make payments to the Client and Jangras - KwikPaisa NEO Bank has agreed to provide Services in accordance with the terms and conditions of this Agreement.
  4. The Parties are now desirous of entering into this Agreement for the purpose of recording the rights and obligations inter se the Parties.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

  1. DEFINTIONS AND INTERPRETATION
  1. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

  1. "ACT" means the Payment and Settlement Systems Act, 2007 and the rules, regulations, guidelines and notifications framed and/or issued there under.
  2. "ACQUIRER" shall mean entities, including but not limited to banks, financial institutions and Card Payment Networks, authorised under the Act to operate Payment Systems.
  3. "AFFILIATE" in relation to a Person, means any other Person, directly or indirectly Controlling, Controlled by, or under Common Control of or with, that Person or any Person or entity forming part of such Person. If such Person is an individual, the term Affiliate shall include a relative of such individual; Control" means, with respect to any Person: (i) the ownership of more than 50% (Fifty percent) of the equity shares or other voting securities of such Person; or (ii) the possession of the power to direct the management and policies of such Person; or (iii) the power to appoint a majority of the directors, managers, partners or other individuals exercising similar authority with respect to such Person by virtue of ownership of voting securities or management or contract or in any other manner, whether directly or indirectly, including through one or more other Persons; and the term "Common Control" and "Controlled by" shall be construed accordingly;
  4. "AGREEMENT" means this agreement along with schedules hereto as amended from time to time.
  5. "APPLICABLE LAW" means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to the Party or subject matter in question.
  6. "AUTHENTICATION" is the process implemented by inter aliathe Acquirer and/or the Issuer to verify whether the Payment Instrument used for the Transaction is validated in accordance with (I) the security features of the Payment Instrument and/or; (II) the guidelines prescribed by the RBI, NPCI or the relevant Government Authority.
  7. "AUTHORISATION" is the process by which the Issuer confirms the sufficiency of balance or limit in respect of a Payment Instrument and pursuant to such confirmation approves the payment of the Transaction Amount.
  8. "BHARAT QR" is a payment solution developed and operated by NPCI, enabling person to merchant mobile payments through the use of imaging device readable encrypted codes referred to as QR codes.
  9. "CARD PAYMENT NETWORKS" means Payment Systems which are authorised by the RBI to be affiliated with banks, non-banking financial companies or other RBI approved entities, for the issuance of inter aliacredit cards, debit cards and prepaid cards.
  10. "CHARGEBACK" shall mean the reversal (such reversal being requested by an Issuer pursuant to a request from the Issuer’s Customer) of the debit of the Transaction Amount that was charged to the Client, where the reversal is approved by the Issuer following examination of the Transaction related documents and information furnished by the Client, consequently resulting in the Acquirer charging Jangras - KwikPaisa NEO Bank the Transaction Amount and charges or fines associated with processing the Chargeback.
  11. "CHARGEBACK AMOUNT" shall mean the aggregate amount that the Acquirer or Issuer charges Jangras - KwikPaisa NEO Bank pursuant to a Chargeback.
  12. "CHARGEBACK DOCUMENTS" has the meaning ascribed to the term in paragraph 3.2 of Schedule I.
  13. "CLIENT REPRESENTATIVES" has the meaning ascribed to the term in Clause 12.2.
  14. "CROSS-BORDER REMITTANCES" shall mean any cross-border remittance, including any Foreign Contribution that are made in favour of the Client and/or Client’s merchants, as the case maybe, to the current bank account of Client held in India.
  15. "CUSTOMER" or "PAYER" shall mean any Person who is effecting a Transaction by using a Payment Instrument.
  16. "DASHBOARD" is a Jangras - KwikPaisa NEO Bank owned and established electronic information management tool that visually tracks, displays and stores metrics and data points pertaining to Transactions.
  17. "FACILITY PROVIDERS" includes banks, financial institutions, and technology service providers, including Acquirer, Nodal Banks and Card Payment Networks, facilitating the Transaction or any part thereof.
  18. "FCRA 2010" means Foreign Contribution (Regulation) Act, 2010, and rules, regulations, amendments and notifications issued or made thereunder from time to time.
  19. "FCRA ACCOUNT" means the bank account to be maintained under FCRA 2010 in that bank and its branch as notified by the Ministry of Home Affairs from time to time.
  20. "FORCE MAJEURE EVENT" means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned hereinabove, comprise the following events and circumstances namely: war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot, insurrection, prolonged labour stoppages, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms, other natural catastrophes, pandemics, epidemics, government order, any legal/ regulatory order, action, direction, prohibition which impairs with Jangras - KwikPaisa NEO Bank’s ability to render Services under this Agreement, including but not limited to passing of a statute, decree, regulation or order by a competent authority.
  21. "FOREIGN CONTRIBUTION" means foreign contribution as defined under the FCRA 2010.
  22. "FOREIGN NATIONAL CROSS-BORDER REMITTANCE" has the meaning ascribed to the term in Clause 11.1(a).
  23. "FOREIGN SOURCE" means foreign source as defined under the FCRA 2010.
  24. "GOVERNMENTAL AUTHORITY" means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government.
  25. "ISSUER" means (i) a bank or financial institution that offers and/or issues cards on behalf of the Card Payment Networks, such as inter aliaVisa, MasterCard or American Express; (ii) a bank that offers accounts; and (iii) an entity authorised under the Act to issue a Prepaid Payment Instrument.
  26. "NODAL ACCOUNT" is an account held by Jangras - KwikPaisa NEO Bank with a Nodal Bank for the purpose of receiving the Transaction Amount and effecting settlements to the Client or the Client’s third party vendor (where authorised by the Client).
  27. "NODAL BANK" means a bank that is authorised by the RBI under its circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009, to operate a Nodal Account.
  28. "NODAL BANK WORKING DAYS" means days on which the Nodal Bank is operational to undertake settlements.
  29. "NPCI" means the National Payments Corporation of India constituted under the Act.
  30. "OFAC" means the Office of Foreign Assets Control constituted under the law of the United State of America.
  31. "PAYMENT GATEWAY" means the Jangras - KwikPaisa NEO Bank developed software protocol that communicates with the Acquirer, Issuer or any of the Facility Providers to inter alia: (i) transmit information pertaining to the Payment Instrument in order to facilitate the completion of Authentication and Authorisation; (ii) receive the Transaction Amount in the Nodal Account following Authentication and Authorisation; and (iii) settlement of the Transaction Amount (subject to Permissible Deductions) into the Client’s account.
  32. "PAYMENT INSTRUMENT" includes credit card, debit card, bank account, Prepaid Payment Instrument or any other instrument issued under Applicable Law, used by a Customer to pay the Transaction Amount.
  33. "PAYMENT SYSTEM" has the meaning ascribed to the term in the Act.
  34. "PERMISSIBLE DEDUCTIONS" means Jangras - KwikPaisa NEO Bank Fees and Chargeback Amount.
  35. "PREPAID PAYMENT INSTRUMENTS" has the meaning ascribed to the term in the Master Direction on Issuance and Operation of Prepaid Payment Instruments dated October 11, 2017 issued by the RBI and as amended from time to time.
  36. "PERSON" includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company, a bank, a non-banking financial company or other entity or organisation, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity;
  37. "PERSONAL DATA" means ‘personal information’ and ‘sensitive personal data or information’ as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time.
  38. "PLATFORM" means a digital platform set up by the Client, to inter aliaoffer products or services or permit Payers to effect Transactions which are facilitated by Jangras - KwikPaisa NEO Bank.
  39. "JANGRAS - KWIKPAISA NEO BANKAPI" means the application programming interface formulated and owned by Jangras - KwikPaisa NEO Bank, constituting software which allows the Client to establish electronic communication between the Platform and Payment Gateway in order to enable Payers to initiate and pay the Transaction Amount.
  40. "JANGRAS - KWIKPAISA NEO BANK FEES" has the meaning ascribed to the term in Clause 3.
  41. "JANGRAS - KWIKPAISA NEO BANK REPRESENTATIVES" has the meaning ascribed to the term in Clause 12.3.
  42. "REFUND" means processing of the Client’s request to Jangras - KwikPaisa NEO Bank, through the option available on the Dashboard, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
  43. "RBI" means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934.
  44. "SERVICES" means the services set out in Schedule I.
  45. "TRANSACTION" means an order or request placed by the Customer with the Client (or a third party vendor availing of Client’s services) by paying the Transaction Amount to the Client, using Jangras - KwikPaisa NEO Bank Services, to (i) purchase products or; (ii) avail of services or; (iii) contribute funds.
  46. "TRANSACTION AMOUNT" means the amount paid by the Customer in connection with Transaction.
  47. "UPI" means the Unified Payments Interface, an instant payment system developed, and operated by the NPCI.
  1. SERVICES AND TERM OF AGREEMENT
  1. Subject to the terms and conditions of this Agreement Jangras - KwikPaisa NEO Bank will provide to the Client the Services as and in the manner set forth in SCHEDULE I.
  2. This Agreement shall commence on the Effective Date and shall continue to be in effect unless terminated in accordance with Clause 15 ("TERM").
  1. JANGRAS - KWIKPAISA NEO BANK FEES, TERMS OF PAYMENT AND TAXES
  1. In consideration for the Services, Jangras - KwikPaisa NEO Bank will charge fees ("JANGRAS - KWIKPAISA NEO BANK FEES") to the Client. Jangras - KwikPaisa NEO Bank shall be entitled to charge on the Jangras - KwikPaisa NEO Bank Fees taxes applicable from time to time ("APPLICABLE TAXES"). It is agreed that any statutory variations in Applicable Taxes during the subsistence of this Agreement shall be borne by the Client. Based on agreement between the Parties, Jangras - KwikPaisa NEO Bank Fees will be charged either as a percentage of the Transaction Amount or as a pre-determined amount on every Transaction regardless of the value of the Transaction Amount.
  2. The Client shall be responsible for updating the GST registration number on the Dashboard.
  3. It is agreed that in respect of each Transaction, Jangras - KwikPaisa NEO Bank shall be entitled to deduct Jangras - KwikPaisa NEO Bank Fees along with Applicable Taxes from the Transaction Amount.
  4. Monthly invoices shall be raised by Jangras - KwikPaisa NEO Bank in respect of Jangras - KwikPaisa NEO Bank Fees charged for Transactions processed during such month. Any reasonable dispute in respect of an amount (or a portion thereof) mentioned in an invoice must be communicated by the Client via notice ("INVOICE DISPUTE NOTICE") to Jangras - KwikPaisa NEO Bank within a reasonable period of time but no later than thirty (30) days from the date of the invoice. Jangras - KwikPaisa NEO Bank shall use good faith efforts to reconcile any reasonably disputed amounts within a reasonable time from the receipt of the Invoice Dispute Notice.
  5. In respect of invoices received by the Client, it is agreed that if the Client pays over applicable taxes under Section 194H of the Income Tax Act, 1961 and furnishes to Jangras - KwikPaisa NEO Bank Form 16-A in respect of such taxes paid, then Jangras - KwikPaisa NEO Bank shall reimburse to the Client, on a quarterly basis, the amount in respect of such taxes paid.
  1. REPRESENTATIONS AND WARRANTIES
  1. Each Party hereby represents and warrants that:

it is an entity duly constituted and validly existing under Applicable Law;

it holds valid and subsisting licenses, registrations, approvals and consents as may be required for conducting its business and performing its obligations under this Agreement;

it has the requisite power and authority to execute, deliver and perform its obligations under this Agreement and that this Agreement, when executed, shall have been duly and validly authorized, executed and delivered by it;

its obligations hereunder constitute legal, valid, binding and enforceable obligations;

the execution and performance of this Agreement do not breach its organizational documents or any Applicable Law, provisions of any contract or order of court or tribunal applicable to it and does not require any governmental approval; and

the Person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.

it shall comply with all Applicable Law including but not limited to the Information Technology Act, 2000 and the Prevention of Money Laundering Act, 2002;

it shall not, directly or indirectly, make or offer any payment, gift or other advantage which is intended to, or does, influence or reward any Governmental Authority in breach of Applicable Law including the Prevention of Corruption Act, 1988.

  1. Jangras - KwikPaisa NEO Bank hereby represents and warrants that:

Jangras - KwikPaisa NEO Bank is and shall remain Payment Card Industry Data Security Standard ("PCI DSS") certified during the performance of this Agreement.

the Services to be rendered do not and will not violate or infringe any intellectual property rights of any third party.

  1. Client hereby represents and warrants that:

It is and shall at all times during the Term of this Agreement, ensure that Client is in compliance and shall comply with the FCRA 2010.

  1. COMPLIANCE WITH ANTI-BRIBERY, ANTI-CORRUPTION
  1. Each Party agrees to comply with all applicable commercial and public anti-bribery laws ("ANTI-BRIBERY LAWS") which prohibit corrupt offers of anything of value (either directly or indirectly) to Government Officials to obtain an improper commercial/business advantage. Government Officials include any government employee, candidate for public office; an employee of government - owned or government – controlled companies, public international organisation and political parties. Each Party agrees not to offer, pay, promise or authorise the payment, directly or through any other Person, of anything of value for the purpose of inducing or rewarding any favourable action or influencing or decision in favour of such Party.
  1. COMPLIANCE WITH OFFICE OF FOREIGN ASSETS CONTROL
  1. The Client undertakes that it shall all times during the Term of this Agreement be in compliance with the regulations of OFAC and acknowledges that neither the Client nor any of the Affiliates has not directly or indirectly lent, contributed or otherwise made available funds to any of its Affiliates, joint venture partners or other Person or entity for the purpose of financing the activities of any Person currently subject to the OFAC sanction list.
  1. OWNERSHIP OF INTELLECTUAL PROPERTY
  1. All data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), "know-how", new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software (collectively referred to as "INTELLECTUAL PROPERTY"): (a) related to the Services contemplated under this Agreement, (b) pertaining to the Dashboard and Jangras - KwikPaisa NEO Bank API that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by Jangras - KwikPaisa NEO Bank or any of its Affiliates, as a result of the Services performed by Jangras - KwikPaisa NEO Bank or such Affiliate shall be and remain the exclusive property of Jangras - KwikPaisa NEO Bank or such Affiliate. For the avoidance of any doubt, intellectual property created by Jangras - KwikPaisa NEO Bank or its Affiliate in the course of undertaking its duties and obligations under or during the Term of this Agreement is presumed to be owned by Jangras - KwikPaisa NEO Bank (or the Affiliate) unless otherwise stated in writing.
  2. Jangras - KwikPaisa NEO Bank hereby grants to Client, for the Term of the Agreement, a non-exclusive, non-assignable, non-sublicensable and revocable license to use Jangras - KwikPaisa NEO Bank API and Dashboard.
  3. Except as specified in Clause 7.2, nothing contained in this Agreement shall be construed to grant any rights and title to the Client in the Intellectual Property.
  4. Upon termination of this Agreement all rights relating to the Intellectual Property developed by Jangras - KwikPaisa NEO Bank during the Term of this Agreement along with modifications thereto shall continue to vest with Jangras - KwikPaisa NEO Bank and the Client shall not have any right whatsoever over such Intellectual Property.
  1. CONFIDENTIALITY
  1. During the Term a Party ("RECEIVINGPARTY") may receive or have access to certain confidential and proprietary information belonging and/or relating to the other Party and its Affiliates ("DISCLOSING PARTY") including without limitation marketing prospects, contracts, officer, director or shareholder information, Personal Data of Customers, financial and operational information, billing records, business model and reports, computer systems and modules, secure websites, reporting systems, marketing strategies, operational plans, proprietary systems and procedures, trade secrets and other similar proprietary information, including technical "know-how", methods of operation, business methodologies, software, software and technology architecture, networks, any other information not generally available to the public, and any items in any form in writing or oral, clearly identified as confidential ("CONFIDENTIAL INFORMATION")
  2. The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall at all times maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third party other than the Receiving Party’s officers, employees, agents or representatives who have a need to know for the purposes of this Agreement. The Receiving Party shall take all reasonable steps to ensure that all of its directors, managers, officers, employees, agents, independent contractors or other representatives comply with this Clause 8 whenever they are in possession of Disclosing Party’s Confidential Information as part of this Agreement. The Receiving Party shall use the Disclosing Party’s Confidential Information solely in furtherance of and in connection with the Services contemplated under this Agreement. The Receiving Party further agrees that the Disclosing Party’s Confidential Information will not be used by it and its representatives in any way detrimental to the interests of the Disclosing Party.
  3. Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;

is, at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;

was already acquired by the Receiving Party from a third party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;

is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development.

has been disclosed pursuant to the requirements of Applicable Law, any Governmental Authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

  1. The Receiving Party shall notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Clause 8. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.
  2. Remedies: Parties acknowledge that irreparable damage may occur on breach of the terms and provisions of Clause 7 and Clause 8. Accordingly, if a Party breaches or threatens to breach any of the provisions of Clause 7 or Clause 8, then the other Party shall be entitled, without prejudice, to seek all the rights and remedies available to it, including a temporary restraining order and an injunction restraining any breach of the provisions of Clause 7 and Clause 8. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity.
  3. The obligations as mentioned in this Clause 8 shall survive for a period of three (3) years post the termination or expiry of this Agreement.
  1. FRAUDULENT TRANSACTIONS
  1. Subject to Clause 9.2 and 9.3, if Jangras - KwikPaisa NEO Bank is intimated, by a Facility Provider, that a Customer has reported an unauthorised debit of the Customer’s Payment Instrument ("FRAUDULENT TRANSACTION"), then Jangras - KwikPaisa NEO Bank shall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations and resolution thereof by the Facility Providers.
  2. Subject to Clause 9.3, if the Fraudulent Transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions set out in paragraph 3 of Schedule I.
  3. If the amount in respect of the Fraudulent Transaction has already been settled to the Client pursuant to the terms of this Agreement, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI’s notification DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI’s notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time;
  1. RESTRICTIONS ON USE OF SERVICES
  1. The Client hereby agrees to ensure that the Transactions do not facilitate the offer, sale and purchase of products and/or services enumerated in Schedule II.
  2. If the Client breaches Clause 10.1 or Clause 11.1 below, then Jangras - KwikPaisa NEO Bank shall be entitled to suspend Services until the Client cures such breach.
  1. COMPLIANCE WITH FCRA 2010
  1. The Client shall comply with the following:

Client shall ensure that it determines the Foreign Source and Foreign Contribution of all Cross-border Remittances made in favour of Client’s merchants ("FOREIGN NATIONAL CROSS-BORDER REMITTANCES");

Client shall settle all Foreign National Cross-border Remittances only in favour of its respective merchants’ FCRA Account and in accordance with Applicable Law; and

Client shall maintain in place all documentation of its merchants receiving Foreign National Cross-border Remittances, including but not limited to (i) certificate evidencing registration as trust or society under Applicable Law, (ii) certificates under Sections 12A and 80G of the Income Tax Act, 1961, as applicable, (iii) registration certificate under FCRA 2010, and (iv) copies of passports of all donors making Foreign National Cross-border Remittances and who fall under the purview of Foreign Sources.

  1. INDEMNITY
  1. Jangras - KwikPaisa NEO Bank shall indemnify and hold the Client, its directors, managers, officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) ("LOSSES") arising from claims, demands, actions or other proceedings as a result of:

fraud, negligence and wilful misconduct by Jangras - KwikPaisa NEO Bank in the performance of this Agreement;

violation of Applicable Law in the performance of this Agreement;

claim that the Services infringe intellectual property or any other proprietary right of a third party; or

breach of Jangras - KwikPaisa NEO Bank’s confidentiality obligations under Clause 8.

  1. Jangras - KwikPaisa NEO Bank shall in no event whatsoever, be liable to Client, its Affiliates, promoters, directors, officers, employees, agents, contractors, customers, merchants and clients ("CLIENT REPRESENTATIVES") for any of the following:

actions of Client and/or Client Representatives;

any negligence, fraud, misconduct or any act of omission or commission of Client and/or Client Representatives;

any act or omission by Client and/or Client Representatives in violation of any Applicable Law including but not limited to the FCRA 2010; or

breach of any obligation by Client and/or Client Representatives under this Agreement.

  1. The Client shall indemnify and hold Jangras - KwikPaisa NEO Bank, its directors, promoters, managers, officers, employees, agents, clients and banks ("JANGRAS - KWIKPAISA NEO BANK REPRESENTATIVES") harmless from and against all Losses and costs arising from claims, demands, actions or other proceedings as a result of:

fraud, negligence and wilful misconduct by the Client and/or Client Representatives in the performance of this Agreement;

violation of Applicable Law including but not limited to FCRA 2010 by Client and/or Client Representatives;

breach of the Client’s or Client Representative’s obligations under this Agreement including but not limited to Clause 7 and Clause 8;

disputes raised by the Customer in relation to a Transaction where such dispute is not attributable to Jangras - KwikPaisa NEO Bank Services;

fines, penalties and charges imposed by the Acquirer, Card Payment Networks or any Governmental Authority on account of Transactions that are in violation of Applicable Law including but not limited to FCRA 2010;

fines, penalties and charges imposed on Client and/or Client Representatives by any Governmental Authority or banks on account of any remittances including but not limited to Cross-border Remittances that are in violation of any Applicable Law including but not limited to FCRA 2010; or

any legal proceeding or governmental or regulatory investigation brought against Client and/or Client Representatives.

  1. Clause 12.2 and Clause 12.3 above shall survive expiry or early termination of this Agreement, whichever occurs earlier.
  1. LIMITATION OF LIABILITY
  1. Neither Party shall be liable for special, incidental, indirect, consequential, exemplary or punitive damages under any theory of contract, tort, strict liability, statute or under any other legal or equitable principle or otherwise, arising out of or in any manner connected with this Agreement and regardless of whether such Party has been informed of, or might have anticipated, the possibility of such damages.
  2. Except with respect to Losses arising from (i) claims pursuant to breach of Clause 8; and (ii) fraud, negligence and wilful misconduct, the aggregate liability of Jangras - KwikPaisa NEO Bank under this Agreement shall not exceed an amount equal to Jangras - KwikPaisa NEO Bank Fees received or receivable in respect of Transactions settled during the one (1) month period prior to the date of claim.
  1. AUDIT AND INSPECTION RIGHTS OF JANGRAS - KWIKPAISA NEO BANK
  1. Client shall keep and maintain complete and accurate records and other data necessary for the proper administration under this Agreement, including but not limited to the documentation specified in Clause 11.1(c).
  2. Jangras - KwikPaisa NEO Bank shall have the right to review or inspect or to have an outside auditor engaged by Jangras - KwikPaisa NEO Bank to perform any such review or inspect Client’s books and records relating to its Cross-border Remittances.
  1. TERMINATION
  1. TERMINATION WITHOUT CAUSE

Subject to Clause 15.2, Clause 15.3 and Clause 16.3, this Agreement may be terminated by either Party by giving to the other Party a prior written notice of thirty (30) days ("NOTICE PERIOD").

  1. TERMINATION FOR CAUSE: Either Party ("AFFECTED PARTY") may terminate this Agreement if the other Party ("BREACHING PARTY"):
    1. commits a material breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Breaching Party to the Affected Party’s satisfaction, within a period of fifteen (15) days from the date of issue of notice by the Affected Party informing the Breaching Party of such breach;
    2. is facing any insolvency, receivership, winding up, liquidation or bankruptcy proceedings (collectively referred to as "PROCEEDINGS") whether commenced voluntarily or brought against it involuntarily if such Proceedings continue beyond ninety (90) days;
    3. Jangras - KwikPaisa NEO Bank may immediately terminate this Agreement if Client commits any act or omission in violation or is in breach of Applicable Law including but not limited to FCRA 2010.
  2. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination.
  1. FORCE MAJEURE
  1. Neither Party shall be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully), such obligations as a result of the occurrence of a Force Majeure Event (defined below); provided that the Party affected by the Force Majeure Event shall give notice to the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable and in any case within seven (7) days from the date on which the affected Party knew or should reasonably have known of the occurrence of a Force Majeure Event.
  2. Each Party shall make all reasonable endeavours to mitigate any delay or interruption to any part of the performance of this Agreement as a result of the occurrence of a Force Majeure Event.
  3. If a Force Majeure Event which substantially impairs the performance by a Party of its material obligations under this Agreement occurs and such Force Majeure Event continues for a continuous period of more than ninety (90) days, then either Party may terminate this Agreement at any time thereafter by giving seven (7) days’ prior written notice to the other Party.
  1. GOVERNING LAW AND DISPUTE RESOLUTION
  1. This Agreement shall be governed by and construed in accordance with the laws of India. The courts of Haryana shall have jurisdiction in respect of any such disputes or claims.
  2. All disputes, differences and/or claim arising out of this Agreement whether during its subsistence or thereafter shall be settled by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (including any statutory modification (s) or re-enactment thereof) and shall be referred to a sole arbitrator nominated with the mutual consent of the Parties. The award given by such an arbitrator shall be final and binding on the Parties to this Agreement. The seat and venue of arbitration proceedings shall be Haryana.
  1. MISCELLANEOUS
  1. NOTICES
  2. All notices and other communication hereunder shall be in writing and shall be deemed given: (a) upon receipt if delivered personally or if mailed by registered post, return receipt requested and postage prepaid; or (b) three (3) days after dispatch, if sent by a courier; or (c) the day of delivery if sent by email unless the sender receives an automated message that the email has not been delivered.
  3. All notices to Jangras - KwikPaisa NEO Bank shall be delivered to the following respective mailing and email address:

Address: Jangras Building, Wing No. 1, PO – Cha Panihar, Hisar, Haryana - 125001

Attention: Operations Team

  1. Either Party may change the details specified in Clause 18.1.2 by giving thirty (30) days’ prior notice of such a change to the other Party.
  2. ENTIRE AGREEMENT

This Agreement contains the entire agreement of the Parties regarding the subject matter hereof and supersedes all other prior agreements, whether written or oral, regarding such subject matter. This Agreement may be changed only by an instrument in writing executed by the Parties.

  1. COUNTERPARTS

This Agreement be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement.

  1. SURVIVAL

All provisions which by their nature should survive the termination of this Agreement for any reason shall survive the termination of this Agreement.

  1. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be conformed to prevailing law rather than voided, if possible, in order to achieve the intent of the Parties and, in any event, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding upon the Parties hereto.

  1. NO WAIVER

All rights available to either Party under this Agreement or any other document delivered hereunder or in connection herewith, or allowed it by law or equity, are and shall be cumulative and may be exercised separately or concurrently and from time to time without waiver of any other remedies. Neither Party shall be deemed to have waived any right, power or privilege under this Agreement unless such waiver shall have been expressed in a written instrument signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall in no way be construed as a waiver of such provision or a right of such Party to thereafter enforce such provision or any other provision of this Agreement.

  1. ASSIGNMENT

Neither Party shall have the right to assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.

SCHEDULE I – PART A

  1. PAYMENT PROCESSING
  1. Subject to paragraphs 2, 3 and 4 of this Schedule I, Jangras - KwikPaisa NEO Bank shall process payments in the manner set forth in Parts A to G (as applicable) of this Schedule I.
  1. SETTLEMENT SERVICES
  1. Subject to paragraphs 3 and 4 of this Schedule I, Jangras - KwikPaisa NEO Bank agrees to settle the Transaction Amount (net of Permissible Deductions) into the Client’s account within two (2) Nodal Bank Working Days following the date of the Transaction.
  1. CHARGEBACKS
  1. If Acquirer or the Issuer communicates to Jangras - KwikPaisa NEO Bank the receipt of a Chargeback from a Customer, then the Client will forthwith be notified of the Chargeback.
  2. The Client shall be entitled to furnish to Jangras - KwikPaisa NEO Bank documents and information ("CHARGEBACK DOCUMENTS") pertaining to the Transaction associated with the Chargeback in order to substantiate (I) the completion of the aforesaid Transaction and/or; (II) delivery of goods / services sought by the Customer pursuant to the said Transaction. Provided however if the Client is desirous of furnishing the Chargeback Document, the Client shall do so within five (5) days (or such other period specified by the Acquirer) of receiving notification of the Chargeback under paragraph 3.1 of this Schedule I.
  3. The Client agrees and acknowledges that (I) if the Client is unable to furnish Chargeback Documents stipulated in paragraph 3.2 of this Schedule I and/or; (II) the Issuer is not satisfied with the Chargeback Documents furnished by the Client, then the Issuer shall be entitled to order the Acquirer or Jangras - KwikPaisa NEO Bank to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the Customer’s Payment Instrument.
  4. Pursuant to paragraph 3.3 of this Schedule I and subject to paragraph 3.5, if the Acquirer or the Issuer charges the Chargeback Amount to Jangras - KwikPaisa NEO Bank, then the Client agrees and acknowledges that Jangras - KwikPaisa NEO Bank is entitled to charge such Chargeback Amount to the Client by way of deduction from the Transaction Amounts to be settled to the Client subsequent to Jangras - KwikPaisa NEO Bank incurring the charge of the Chargeback Amount.
  5. The Client further agrees and acknowledges that following Jangras - KwikPaisa NEO Bank incurring the charge stipulated in paragraph 3.4, if the available Transaction Amounts are insufficient for deduction of the Chargeback Amount, then Jangras - KwikPaisa NEO Bank is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Client shall reimburse the Chargeback Amount within thirty (30) days of receipt of the debit note.
  6. On the issuance of notice of termination under Clause 15.1, Jangras - KwikPaisa NEO Bank reserves the right to withhold from each settlement made during the Notice Period, a sum computed based on a Stipulated Percentage (defined herein below) for a period of one hundred and twenty (120) days ("WITHHOLDING TERM") from the date of termination of this Agreement. The sums so withheld shall be utilized towards settlement of Charge backs. After processing such Charge backs, Jangras - KwikPaisa NEO Bank shall transfer the unutilized amounts, if any, to the Client forthwith upon completion of the Withholding Term. The ‘STIPULATED PERCENTAGE’ is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of this Agreement.
  7. Notwithstanding anything contained in paragraph 3.6 of this Schedule I, if the amount withheld pursuant to paragraph 3.6 is insufficient to settle Chargebacks Amounts received during the Withholding Term, then Jangras - KwikPaisa NEO Bank is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. The Client shall reimburse the Chargeback Amount within thirty (30) days of receipt of the debit note.
  1. REFUNDS
  1. The Client agrees and acknowledges that subject to availability of funds received in the Nodal Account pursuant to Transactions, the Client is entitled to effect Refunds.
  2. The Client further agrees and acknowledges that initiation of Refunds is at the discretion of the Client and Jangras - KwikPaisa NEO Bank shall process a Refund only upon initiation of the same on the Dashboard.
  3. All Refunds initiated by the Client shall be routed through the same Acquirer that processed the Transaction Amount related to the Refund.

SCHEDULE I-PART B
PAYMENT GATEWAY

The Payment Gateway offers the Client a secure payment solution for their Platform and mobile app. It enables the Client to receive payments from Customers using various payment methods during checkout. Client can access real-time data and insights on money flow to take informed business decisions.

SCHEDULE I-PART C
SUBSCRIPTIONS

Jangras - KwikPaisa NEO Bank’s subscriptions product provides the Client the platform to create and manage subscription plans for their Customers with automated recurring transactions.

With this product the Client can:

  1. Create multiple subscription plans for Customers.
  2. Automatically charge Customers based on a billing cycle that they control.
  3. Get instant alerts on payment activity as well as the status of subscriptions.

SCHEDULE I-PART D
PAYMENT LINKS

With Jangras - KwikPaisa NEO Bank’s payment links product, the Client is empowered to collect payments from Customers through securely generated web links. These links are shareable through SMS, email, WhatsApp and other social media.

SCHEDULE I-PART E
PAYMENT PAGES

Jangras - KwikPaisa NEO Bank payment Pages lets the Client to instantly build a fully-customizable page through which Customers can make payments. Clients can easily create a payment page from the Dashboard and tie it to their site or app without any development effort.

Clients can choose one of the templates or create from scratch. They can customize the payment form by adding logo and applying brand colors. Also, they can format description text, add media and enable sharing options. Client can add a pay button on the Platform and embed the payment page there

SCHEDULE I-PART F
INVOICES

Creating and sending GST-compliant invoices is now made simple by Jangras - KwikPaisa NEO Bank’s invoices product. Client can generate and issue invoices to customers through email and SMS as a link, and receive payments.

SCHEDULE I-PART G
ROUTE

Jangras - KwikPaisa NEO Bank’s Route product eases out the payment complexity that inherently arises while working with multiple vendors or accounts. It helps the Client to split payments between various third parties, sellers or bank accounts and manage settlements, refunds, and reconciliations singularly.

SCHEDULE I-PART H
SMART COLLECT

Providing all Customers the same bank account complicates the reconciliation process for businesses. Jangras - KwikPaisa NEO Bank’s smart collect product eliminates this by creating a new virtual account for every Customer that the Client needs to receive payment from.

This product allows the Client to accept payments of large sums (via NEFT, RTGS and IMPS) through a virtual account. An account created by Jangras - KwikPaisa NEO Bank, virtual account is linked to the Client’s bank account.

SCHEDULE II

  1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;
  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. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
  5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
  6. Child pornography which includes pornographic materials involving minors;
  7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
  8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
  9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
  10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
  11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
  12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
  13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
  14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
  15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
  16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
  17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
  18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
  19. Offensive goods which includes literature, products or other materials that:

Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;

Encourage or incite violent acts;

Promote intolerance or hatred.

  1. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
  2. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
  3. Securities which includes government bonds or related financial products;
  4. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
  5. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
  6. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
  7. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
  8. 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;
  9. The Merchant providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
  10. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
  11. Money laundering services.
  12. Activities prohibited by the Telecom Regulatory Authority of India
  13. Any other activities prohibited by applicable law.