Terms and Conditions

Terms and Conditions

These Terms and Conditions contained hereinafter (“TERMS OF USE”) shall apply to the use of the website www.paynet.co.in and any other linked pages, products, software(s), API keys, features, content or application services (including but without limitation to any mobile application services) in connection therewith, offered from time to time by Carnelian Payment Networks India Private Limited (“CPNIPL” or “PayNet” or “WE” or “OUR” or “US”) (collectively, “WEBSITE”).

 

Any person logging on to or using the Website (even when such person does not avail of any services provided in the Website (“SERVICES”)) (hereinafter referred to as a “USER”“YOU”, or CLIENT) shall be presumed to have read these Terms of Use (which includes the Privacy Policy, separately provided on the Website) and unconditionally accepted the terms and conditions set out herein. These Terms of Use constitute a binding and enforceable agreement between the User and CPNIPL. These Terms of Use do not alter in any way the terms or conditions of any other written agreement you may have with CPNIPL for other services.

Please read the terms set out hereunder carefully before agreeing to the same. If you do not agree to these Terms of Use (including any referenced policies or guidelines), please immediately terminate your use of the Website. You can accept the Terms of Use by:

  • Clicking to accept or agree to the Terms of Use, where this option is made available to you by CPNIPL in the User interface for any particular Service; or
  • Accessing, testing or actually using the Services. In this case, you understand and agree that CPNIPL will treat your use of the Services as acceptance of the Terms of Use from that point onwards.

For the purpose of these Terms of Use, wherever the context so requires, the term “User” shall mean and include any natural or legal person who has agreed to these Terms of Use on behalf of itself or any other legal entity.

It is clarified that the Privacy Policy (that is provided separately), form an integral part of these Terms of Use and should be read contemporaneously with the Terms of Use. Illegality or unenforceability of one or more provisions of these Terms of Use shall not affect the legality and enforceability of the other terms of the Terms of Use. For avoidance of doubt, if any of the provisions becomes void or unenforceable, the rest of the provisions of these Terms of Use shall be binding upon the User.

The Terms of Use may be revised or altered by us at our sole discretion at any time without any prior intimation to the User. The latest Terms of Use will be posted here. Any such changes by CPNIPL will be effective immediately. By continuing to use this Website or to access the Services / usage of our Services after changes are made, you agree to be bound by the revised/ amended Terms of Use and such amendments shall supersede all other terms of use previously accepted by the User. You are solely responsible for understanding and complying with all applicable laws of your specific jurisdiction that may be applicable to you in connection with your business and use of our Services.

1.     Service Offer

  • PayNet is a technical service provider in the field of electronic processing of cashless payments via credit card, debit card, Internet Banking, Unified Payments Interface. For this purpose, PayNet has developed a web platform along with allied platforms using which can be accessed by the Merchant to initiate online transactions. The important functionality of the PayNet application is to receive the transaction data collected by or through the Merchant and to forward it to the respective third party, as agreed on by the parties, who processes the online transactions on behalf of the Merchant. The contractual relationship with PayNet and the payment service provider is necessary for the processing and clearing of online transactions. The PayNet application can be accessed by means of an application service provided via a data processing interface, i.e. PayNet Merchant Dashboard, which is established by PayNet for this purpose.
  • An Approved Product is a product or service which is
    • offered for sale by the Merchant on its internet website, store, or shops of any kind;
    • for which PayNet, as the payment service provider, will endeavor to obtain an Authorization from the Card Issuing Bank; and
    • which is not a product or service listed among PayNet Prohibited Transactions categories as set out in clause 16.1 below.
  • Notwithstanding clause 1.2 above, PayNet reserves the right to decline Authorization for any particular purchases for any reason whatsoever.

2.     Content in the Services

For purposes of these Terms of Use, the term “CONTENT” includes, without limitation, information, data, text, logos, photographs, videos, audio clips, animations, written posts, articles, comments, software, scripts, graphics, themes and interactive features generated, provided or otherwise made accessible on or through the Services.

You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to CPNIPL (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by CPNIPL or by the owners of that Content, in writing and in a separate agreement.

CPNIPL reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.

CPNIPL reserves the right to moderate, publish, re-publish, and use all User generated contributions and comments (including but not limited to reviews, profile pictures, comments, likes, favourites, votes) posted on the Website as it deems appropriate (whether in whole or in part) for its product(s), whether owned or affiliated. CPNIPL is not liable to pay royalty to any User for re-publishing any content across any of its platforms.

If you submit any material on the Website, you agree thereby to grant CPNIPL the right to use, moderate, publish any such work worldwide for any of its product(s), whether owned or affiliated.

You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, your use of the Services will be at your own risk.

You agree that you are solely responsible for (and that CPNIPL has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which CPNIPL may suffer) by doing so.

3.     Use of the Services by User

In order to access certain Services, you may be required to open a User account with CPNIPL by providing information about yourself (such as identification or contact details) as part of the registration process (“REGISTRATION DATA”) for the Services, or as part of your continued use of the Services. You agree that any Registration Data you give to CPNIPL will always be accurate, correct, complete and up to date. If you provide any information that is untrue, inaccurate, incomplete, or not current or if we have reasonable grounds to suspect that such information is in violation of applicable law or not in accordance with the Terms of Use (whether wholly or in part), we reserve the right to reject your registration and/ or indefinitely suspend or terminate your User account and refuse to provide you access to the Website. Further, you agree to indemnify and keep us indemnified from and against all claims resulting from the use of any detail/ information/ Registration Data that you post and/ or supply to us. We shall be entitled to remove any such detail/ information/ Registration Data posted by you without any prior intimation to you.

In order to ensure that we are not violating any right that you might have in your Registration Data, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) that you have in the Registration Data, in any media now or in future known, with respect to your Registration Data solely to enable us to use such Registration Data that you have supplied to us.

Any amendment or rectification of your Registration Data in the User account can be carried out by accessing the “User account” section on the Website. You may delete your User content or User account at any time. Processing the deletion may take some time, but the same shall be done by CPNIPL. We may maintain backup of all User content for such time as may be required under applicable laws and for operational purposes of CPNIPL. You are solely responsible for maintaining the confidentiality of your account and password and for any activity that occurs in or through your account. We will not be liable to any person for any loss or damage which may arise as a result of any failure by you to protect your password or account. You should take all necessary steps to ensure that the password is kept confidential and secure. In case you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner, you should inform us immediately at ops@paynet.co.in. In the event of any dispute between two or more parties as to ownership of any particular account with CPNIPL, you agree that CPNIPL shall be the sole arbitrator for such dispute and that CPNIPL’s decision in this regard will be final and binding on you.

You understand and undertake that you shall be solely responsible for the Registration Data and the User content and undertake neither by yourself nor by permitting any third party to host, display, upload, modify, publish, transmit, update or share any information that:

  • Belongs to another person and to which you do not have any right to;
  • Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, seditious, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
  • Harms minors in any way;
  • Infringes any patent, trademark, copyright or other proprietary rights of any person or entity anywhere in the world;
  • Violates any law for the time being in force;
  • Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
  • Impersonates another person;
  • Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
  • Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; or
  • Is illegal in any other way.

You agree and understand that CPNIPL reserves the right to remove and/ or edit such detail / information. If you come across any information as mentioned above on the Website, you are requested to immediately contact our Grievance officer.

You agree to use the Services only for purposes that are permitted by (a) these Terms of Use and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

You agree to use the data owned by CPNIPL (as available on the Website or through any other means like API(s) etc.) only for personal purposes and not for any commercial use unless agreed to by CPNIPL in writing.

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by CPNIPL, unless you have been specifically allowed to do so in a separate agreement with CPNIPL. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) on this Website.

Unless you have been specifically permitted to do so in a separate agreement with CPNIPL, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

You agree that you are solely responsible for (and that CPNIPL has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage which CPNIPL may suffer) of any such breach. You further agree to the use of your data by us in accordance with the Privacy Policy.

CPNIPL may share any Content (defined hereinafter) generated by the User or their Registration Data with governmental agencies who are lawfully authorised for investigative, protective and cyber security activities. Such information may be transferred for the purposes of verification of identity, or for prevention, detection, investigation, prosecution pertaining to cyber security incidents and punishment of offences under any law for the time being in force.

If you have opted for use of CPNIPL’s ‘subscriptions’ product by virtue of which your customers have set up a standing instruction (“RECURRING PAYMENT INSTRUCTION”) to charge his / her chosen payment method (such as credit card, debit card or bank account) as per the billing cycle communicated by you to CPNIPL, then you consent that the relevant amount will be charged to such payment method as per the billing cycle communicated to CPNIPL. You agree that CPNIPL shall continue to charge the relevant amount to the relevant customer’s chosen payment method as per such billing cycle until you or the customer terminates the Recurring Payment Instruction.

You further agree that if the customer revokes his / her consent to the Recurring Payment Instruction then you shall inform us of the revocation for us to cease processing the Recurring Payment Instruction forthwith upon the revocation but no later than the next instance of charge to the customer. If you do not communicate the customer’s revocation of the Recurring Payment Instruction, CPNIPL shall not be liable for any charge applied to the customer pursuant to the revocation. You agree to make good any losses suffered by us on account of demands or claims from customers arising as a consequence of your failure in notifying us about a customer’s revocation of the Recurring Payment Instruction.

4.     Subject Matter of these Terms and Conditions

  • The subject of these Terms and Conditions is to provide the PayNet Platform to the Merchant in accordance with the terms set out in these Terms and Conditions. The PayNet Platform has the functionality described in the Technical Manual. The interconnection point for the data to be transferred between the parties is the address of the interface function on the PayNet Platform in the data processing center.
  • The connection of the data processing systems used by the Merchant between each of the Internets and the interface is not part of the Services to be provided by PayNet and falls within the sole responsibility of the Merchant.
  • PayNet obligation is limited to the forwarding of data provided via the PayNet Platform, in unchanged form, to the respective payment service provider and forwarding of data received from the payment service provider, in unchanged form, to the Merchant. PayNet is allowed to involve a third party for the provision of its services. PayNet is not responsible for the accuracy and completeness of the data to be transmitted.

5.     Proprietary Rights

You acknowledge and agree that CPNIPL (or CPNIPL’s licensors) owns all legal and proprietary right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by CPNIPL and that you shall not disclose such information without CPNIPL’s prior written consent.

Unless you have agreed otherwise in writing with CPNIPL, nothing in the Terms of Use gives you a right to use any of CPNIPL’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

Unless you have been expressly authorized to do so in writing by CPNIPL, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized User of such marks, names or logos.

6.     Obtaining an Authorization

  • Prior to selling an Approved Product to a Customer, the Merchant must request an Authorization via the PayNet Platform. An Authorization received through the PayNet Platform indicates that the Card Issuing Bank has authorized such transaction to the Merchant.
  • The request for Authorization must include the pertinent information specified by PayNet, including the advertised price of the Approved Product and any sales taxes, insurance, VAT, customs or other duties and taxes, or shipping charges associated thereto which the Customer will agree to pay (the “Total Sale Price”)..
  • The Merchant acknowledges that the receipt of an Authorization for a particular Approved Product indicates only that, as of the date of the Authorization, the Card Issuing Bank has reason to believe that the Credit or Debit of the Card to whom the Merchant requests the Authorization from:
    • has sufficient credit with the Payment Card Issuer to pay the Merchant;
    • is being used within the Card’s valid operational dates;
    • has not been reported as lost or stolen; and
    • is not an illegitimate copy of the Card.
  • An Authorization is not a guarantee that the Customer to whom the Merchant delivered the Approved Products is, in fact, the cardholder; nor is an Authorization a representation from the Card Issuing Bank that the transaction will not be subject to Chargeback to the Merchant (See clause 11).

7.     Eligibility

Any person who is above eighteen (18) years of age and competent to contract under the applicable laws is eligible to access or visit the Website or avail the Services displayed therein. Your use or access of the Website shall be treated as your representation that you are competent to contract and if you are registering as a business entity, then you represent and warrant that you have the authority to bind such business entity to the Terms of Use. Without generality of the foregoing, use of the Website is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872 and any amendments thereto.

The User represents and warrants that it will be financially responsible for all of User’s usage (including the purchase of any Service) and access of the Website. The User shall also be responsible for use of User’s account by others. The Terms of Use shall be void where prohibited by applicable laws, and the right to access the Website shall automatically stand revoked in such cases.

8.     Merchant Certification Prior to Affiliation

  • PayNet, through its representatives may, at its sole discretion, visit the Merchant’s premises in order to ascertain the requirements under clause 9 below are in place within the Merchant’s premises prior to issuing an approval which will enable the affiliation process to take place.
  • PayNet may access the Merchant’s website in order to ascertain the requirements under clauses 9 and 17 below.

9.     General Requirements

  • The Merchant agrees to provide a convenient means on its website, store, or shops of any kind to inquire about the sale, quality, quantity, or delivery of a purchased of product or services from the Merchant or the return or exchange of such purchased product or services. Such means of providing customer service must be clearly disclosed on the Merchant’s website and must include at least an eMail address, telephone number, and mailing address. The Merchant must agree to provide an adequate response to any such inquiry within seven (7) calendar days from the date on which the Customer and/or PayNet made such inquiry.
  • The Merchant agrees that, when a refund of a purchased product or services is made to a Customer, whether in whole or in part, the Merchant will offset the price of purchased product or services with an appropriate credit to the Customer (the “Refund Transaction”). The Merchant must not issue a credit directly to the Customer in the form of cash or by credit to any Card other than the Card used in the initial purchase. The Merchant also must not perform a Refund Transaction for a Transaction that was originally paid in cash or charged to any other credit or debit card.
  • The Merchant agrees to disclose on its website, store, or shops of any kind its policies with respect to shipping, deliveries, returns, refunds and/or exchanges prior to the completion of a Transaction. Such policies must be unambiguously and prominently displayed in a manner such that a Customer must reasonably have been aware of such policies prior to making a Transaction. The Merchant’s policies must also comply with all laws applicable to return, refund or exchange policies.

10.           Security Deposit

 

  • Upon receipt of PayNet’ request, the Merchant shall pay the amount of the Security Deposit to PayNet as financial security to cover the credit risk relating to the provision of the Services. PayNet shall determine at its absolute discretion the amount of the Security Deposit to be paid by the Merchant. Notwithstanding any other provision of these Terms and Conditions, PayNet, at any time and without
  • giving any reasons therefore, shall have the right to demand an increase in the amount of the Security Deposit.
  • The Security Deposit amount shall be used by PayNet to settle any dues of the Merchant to PayNet, such as any Chargebacks and/or adjustments prior to the termination of the provision of the Services.
  • Upon termination of the Services and settlement of all amounts due to PayNet by the Merchant, PayNet shall refund the Security Deposit within two hundred (200) calendar days from the date of termination of the Services or date of settlement of all amounts due to PayNet, whichever is later.

11.           Chargebacks

  • The Payment Card Issuer shall have the right to chargeback a Transaction, without prior notice, to the Merchant in the event:
    • that the Merchant failed to obtain the Authorization in accordance with clause 3 above;
    • of Disputed Transaction;
    • that the Merchant fails to provide any document or information pertaining to a Transaction within seven (7) calendar days of the Merchant’s receipt of such request; or
    • that a Transaction is alleged to have been accepted or requested improperly without the authority of the Customer.
  • The merchant acknowledges and shall work towards maintaining a chargeback ratio of less than 1% on the dollar volume processed.
  • In case of Chargeback, PayNet shall have the right to impose the Chargeback Fees.
  • The Merchant agrees that for period of 2 Gregorian years after the Termination of the Services, the Merchant will be totally responsible for payment of any and all the Chargebacks Fees and adjustments resulting from any Transactions. If the transaction is for a contract the merchant shall be liable for chargebacks for 2 Gregorian years from the date of the end of contract.

12.           Right of Use

  • By accepting these Terms and Conditions, the Merchant is granted the right of use the PayNet Platform. The right to use the PayNet Platform is non-exclusive, no sublicensable, non-transferrable and non-assignable.
  • The Merchant shall not, provide to third parties the rights of use the PayNet Platform as well as to the individual elements of the PayNet Platform, whether by renting, lending or by granting sub-licenses.

13.           Updates / New Releases

  • PayNet is entitled, at any time without the consent of the Merchant, to make changes to the PayNet Platform (including any updates and/or new releases). PayNet use its best endeavor to make any such changes without affecting the use of the PayNet Platform by the Merchant.
  • The Merchant shall be obligated to install immediately the provided changes to the PayNet Platform (including any updates and/or new releases) to guarantee proper use of the PayNet Platform.

14.           Obligations of the Merchant

  • The Merchant will refrain from obtaining, through itself or any third parties, information or data without authorization or intervening in or allowing others to intervene in programs operated by PayNet or invading networks of PayNet without prior authorization.
  • The Merchant shall be obligated to inform the Customers that its services are charged through the PayNet Platform.
  • The Merchant shall be obligated to manage passwords and login details for the PayNet Platform in a secure and confidential manner. The Merchant is not permitted to disclose such information or make it available to third parties. If passwords or login data are used by unauthorized persons, the Merchant is liable for payment of any damages sustained to PayNet as a result of the loss of the passwords or login data.
  • The Merchant shall be obligated to provide all the information requested at the time and to designate a valid and accessible e-mail address to receive messages from PayNet during the contractual relationship. This includes details of changes of the Merchant master data (bank data, company form, address, contact information, company data) as well as changes of these Terms and Conditions. The
  • Merchant has to inform immediately of any  of the Merchant’s business. In this respect, the Merchant will ensure in all cases that PayNet maintains an up-to-date copy of the Merchant’s commercial registration certificate issued by the appropriate authority. The Merchant acknowledges and agrees that the Services may be suspended in case of transfer of ownership or sale part of the Merchant’s business and a new registration certificate was not submitted to PayNet.
  • The Merchant undertakes to notify PayNet, without delay, of the intended suspension of its products or services provided to the Customers.
  • The Merchant shall immediately inform PayNet of any knowledge of any possible infringement of any proprietary rights of third parties.
  • The Merchant agrees not to promote or advertise any or all of its products or services either on its website or elsewhere by using the name of PayNet in any manner whatsoever.
  • The Merchant agrees that it will display any PayNet advertisement material that it receives on its website, store, or shops of any kind. Such material may include stickers for the store, shop or car window with the PayNet logo and/or credit card organization logos or signs or leaflets that are required to be displayed by PayNet.

15.           Warranty and Liability

  • PayNet warrants to the Merchant that it is authorized to provide the Services.
  • The Merchant shall ensure that the PayNet Platform is used solely in accordance with these Terms and Conditions. PayNet points out that for technical reasons it is not possible to ensure continuous system availability. As such, PayNet is not liable for errors resulting from the provision of telecommunication and/or Internet while establishing the connection to the PayNet Platform.
  • PayNet is not liable for the accuracy and completeness of data submitted by the Merchant, payment service providers and other third parties, and/or taken from public directories, and for data managed by it or any third party. The foregoing limitation of liability applies particularly to information with incorrect or incomplete content, auditory errors, input errors, transfer and transmission errors, identity confusion, especially in consequence of incomplete personal data, incorrect or incomplete information as a result of technical defects, and restrictions or failure of the readiness to provide information for technical reasons.
  • PayNet will not be liable to the Merchant for damages, losses, costs or liabilities of any kind whatsoever suffered or incurred from internet payment system downtime or other failures of the internet payment system.
  • PayNet is not liable for damages that occur by force majeure, riots, war and natural events or by other circumstances where it is out of the control of PayNet (e.g. strikes, lockouts, disruptions of transit, official or administrative orders domestically and abroad).
  • PAYNET’s LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY THE MERCHANT TO PAYNET WITH RESPECT TO THE TRANSACTION(S) INCONNECTION WITH WHICH SUCH LIABILITY AROSE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE ASSESSMENT OF SUCH LIABILITY.
  • IN NO EVENT SHALL PAYNET BE LIABLE TO THE MERCHANT FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES OR LOSSES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST REVENUES, COSTS OF DELAY, OR PUNITIVE DAMAGES, HOWEVER INCURRED, EVEN IF THE MERCHANT HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.
  • THE PARTIES ACKNOWLEDGE THAT PAYNET HAS SET ITS PRICES AND ENTERED INTO THESE TERMS AND CONDITIONS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
  • PayNet will not be liable to the Merchant for fraudulent or unauthorized Transactions made by the Customers through the PayNet Platform, howsoever or whosesoever originated. PayNet will have no responsibility to equip the Internet Payment System with the means to intercept or prevent fraudulent or unauthorized transactions.
  • PayNet shall not be liable for loss of data in transit including without limitation between the Merchant, PayNet, and any issuing or acquiring institution including the Payment Card Associations.
  • PayNet liability is excluded if damage is related to the use of interface information that is out of date or has been inadmissibly changed as compared to the original interface version, or related to the interrupted connection to the PayNet Platform.
  • The Merchant unconditionally and unilaterally agrees, that the PayNet, by way of its provision of the PayNet Platform , does not warrant, support, protect, or guarantee any product that the Merchant may offer on its website, store, or shops of any kind.
  • The Merchant agrees to fully indemnify and completely hold PayNet, its employees, servants, agents, sub-contractors and any other third parties harmless from and against any and all losses, damages, expenses, liabilities, penalties, obligations, claims, demands, suits, charges, proceedings, judgments or causes of actions (including all costs and expenses incidental thereto), which may result from or arise in any manner out of any negligence, default, omission or defect in respect of the infringement of the intellectual property right of any third party by the Merchant.
  • The Merchant agrees to indemnify and hold PayNet harmless against any losses, liability, expenses, damages, penalties or charges which any Customer my claim or demand against PayNet, the Payment Card Issuer and/or the Payment Card Associations, as a result of the provision or non-provision of the Services by PayNet.
  • The Merchant agrees that its failure to provide in a timely manner copy of any document requested or respond to any Chargebacks will result in financial loss of the Transaction value and penalties to the Merchant.
  • The Merchant agrees to indemnify and hold PayNet harmless against all possible claims of third parties as a result of any illegal or un-contractual acts of the Merchant or content errors in information provided by the Merchant or concerning the internet domain used by the Merchant.

16.           Adherence to Legal Provisions

  • The Merchant acknowledges and agrees that the following transactions are prohibited by PayNet for use on the PayNet Platform:
    • Penalties or fines of any kind, damages, losses or any other costs that are beyond the total sale price of any product or services offered by the Merchant or any other amounts for which a Customer has not specifically agreed to pay the Merchant.
    • Gambling services, lotteries, gambling chips or gambling credits or similar service as deemed prohibited by PayNet.
    • Psychotropic and prescription drugs or any other banned substance which is not available without a medical prescription or banned by the Government of India.
    • Sales made under a different Trade name or business affiliation than that indicated at the time of agreement, or otherwise approved by PayNet in writing.
    • Any Transaction that violates any Law, Ordinance or regulations within the Merchant domicile or place of business.
    • Goods that the Merchant knows will be resold by the Customer.
    • Cash, traveler’s cheques, cash equivalents, or other negotiable instruments.
    • The Merchant will not collect the Card information, including but not limited to, (1)the Card number, (2) Expiration date, (3) Numbers on the back of the Card, known as CVV. All these information will be collected by the PayNet Platform.
    • The Merchant shall not publish any wrong or misleading information about its offer, in particular when offering paid services on the internet, to designate them accordingly and not offer them as “free content”. Furthermore, the Merchant is obliged not to spam.
  • In the case of violations of the above provisions, PayNet is allowed to cancel the contractual relationship with the Merchant at any time without notice and to cancel the connection of the Merchant to the PayNet Platform without prior notice. In the event of a breach of the above provisions, the Merchant shall be liable to pay to PayNet any damages sustained as a result of the termination of the contractual relationship.

17.           High Risk Prohibited Transactions

  • The Merchant acknowledges and agrees that it will only offer a certain category/type of products and/or services that are indicated in its Commercial Registration and agreed at the time of acceptance of these Terms and Conditions. If the Merchant subsequently requires offering other type/category of products and/or services, the Merchant must obtain the approval of PayNet before entering into any Transaction in connection with the new products or services.
  • The Merchant acknowledges and agrees that it will not offer to the Customers goods that are easily redeemable in cash, such as Gold, Jewelry or any other high value items (including watches, accessories, motor bicycles, cars, boats) unless the Merchant has been given an explicit permission to do so by PayNet.
  • Failure to observe the obligations under clause 16.2 above may result in the Merchant being reported to the Payment Card Associations to be blacklisted from undertaking any Transaction using the Card for a minimum period of at least two (2) Gregorian years.

18.           Duties of Confidentiality and Data Protection

  • The Parties undertake to maintain secrecy and confidential the Customer’s personal information.
  • The parties further undertake to ensure adequate data protection within the meaning of the applicable data protection regulations and to maintain, as well as to ensure the confidentiality, availability, and the correctness of the data of the Customer. In particular, the parties are obliged to protect their computer systems against unauthorized and accidental destruction, accidental loss, counterfeiting, theft, unlawful use, unauthorized change and copying of data, unauthorized access
  • to the data and other unauthorized edits, as well as against technical failure adequately in accordance with latest technology standards.
  • All information and documents concerning the Merchant provided to PayNet in connection with the Merchant’s application for the provision of the Services by PayNet or otherwise in connection with the continued provision of the Services by PayNet, was true and accurate when given and remains true and accurate in all material respects and does not omit any fact or circumstance which would render such information inaccurate or misleading in any material respect, except to the extent that the Merchant promptly and subsequently notifies PayNet in writing of any changes or errors in such information or documentation.
  • PayNet and the Merchant each acknowledge that they may acquire information about the business, ownership, operations, customers and financial condition of the other (“Confidential Information”). The Parties agree to keep confidential the Confidential Information and these Terms and Conditions and will not disclose the Confidential Information to any third party without obtaining prior written consent of the other party. Confidential Information does not include information in the public domain or information otherwise rightfully publicly disseminated.
  • PayNet is allowed to release the name or business name of the Merchant to third parties as a reference. This applies in particular to the announcement of the offer of the Merchant with the logo of the Merchant and the mention of its name or company name on websites, in brochures and other documents of PayNet. However, this does not result in any publication obligation for PayNet. If the
  • referencing or disclosure should not occur, the Merchant must inform PayNet in writing or by e-mail.

19.           Amending these Terms and Conditions

  • PayNet reserves the right to change, amend or modify these Terms and Conditions at its absolute discretion. PayNet shall notify the Merchant of any change, amendment or modification made to these Terms and Conditions fifteen (15) calendar days prior to its implementation.

20.           Miscellaneous

  • The presentation of the Services by PayNet on the Internet does not represent a binding offer from PayNet. These Terms and Conditions are concluded upon its acceptance by both parties or, in the event of online conclusion, upon confirmation by the Merchant in the provided place for acceptance of these Terms and Conditions and after corresponding confirmation from PayNet.
  • PayNet has the right to involve third parties in the performance of its obligations arising under these Terms and Conditions.
  • PayNet may require that certain processing steps be carried out directly through such third parties, completely or partially. The Merchant is not allowed to involve third parties in the performance of the duties under these Terms and Conditions without the express written consent of PayNet.

21.           Severability Clause

  • Should one or several provisions of these Terms and Conditions be or become invalid or prove to be unenforceable, this shall not affect the validity of the other provisions.

22.           Arbitration

The parties will endeavor to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 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 the Master Merchant. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction. This agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Mumbai shall alone have jurisdiction in all matters.