Terms & Conditions for Usage of PayYantra Services and Website

This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and amended from time to time, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

By accepting the terms and conditions on the website of PayYantra (“PayYantra Website”) or by accessing, using, or availing any part of the Service, the users (“You”/ “Merchant”) expressly agree to and consent to being irrevocably bound by these “Terms and Conditions” and all of the terms set out herein. A reference to You shall also mean and include Your organisation, as the case may be. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the PayYantra Website or services being provided. Your continued use signifies Your confirmation to these Terms and Conditions. You may also review this webpage periodically to be updated on the current version of the Terms and Conditions.

Your acceptance of these Terms and Conditions will operate as a binding agreement between You and PayYantra in respect of Your use of the Services. PayYantra is a company incorporated under the Companies Act, 2013 and operates in compliance with applicable laws and regulations in India.

PayYantra’s Privacy Policy is provided separately on the PayYantra Website and is an integral part of these Terms and Conditions. Thus, while accepting these Terms and Conditions, You are confirming that You have read and unequivocally accepted our Privacy Policy.

Registration

Depending on the services to be availed, You may have to register on the PayYantra Website before accessing the complete dashboard made available to You for the rendition of Services by Us to You.

By using the Services, You represent and warrant that You are above the age of 18 (eighteen) years, are an Indian citizen, a legal resident of India or a business entity authorised to conduct business in India, and are qualified to enter into a legally binding contract under the Indian Contract Act, 1872. If You are not eligible, please discontinue use of the Platform and exit immediately.

You must disclose the exact business category(ies) for which You will be utilising the Services.

Registration on the PayYantra Website does not empower You to use the Services unless You have accepted the appropriate agreement for Services. Such Services shall be governed by separate agreements, including but not limited to a payment aggregation service agreement or a payout service agreement executed between You and Us.

If You activate Services without first accepting the applicable agreement, it shall be deemed that You have accepted such terms by conduct and You shall be bound by those terms. We retain full rights to enforce such agreements. The terms include these Terms & Conditions, the General Terms and Conditions to PayYantra Services – Schedule A, along with Special Terms and Conditions relevant to the specific services.

The login ID and password You create are confidential and solely known to You. We do not have access to Your login details. You are solely responsible for safeguarding Your login credentials and shall not share them with unauthorized persons.

The login ID and password grant access to the Dashboard and the Services. Any person accessing the Dashboard using such credentials may enable/ disable services, move funds, and issue instructions to PayYantra, which We will rely on for processing. Therefore, credentials must be protected and shared only with trustworthy personnel.

You shall regularly update the passwords.

The login ID may be used by the Merchant to communicate with PayYantra and to submit information including KYC-related details.

You may also create additional login IDs and passwords for authorized users via the Dashboard or email, as permitted by PayYantra.

Completion of KYC Details and Acceptance of Contract

• Your onboarding with PayYantra shall take place in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the RBI or any other regulatory authority.
• You shall be required to submit to PayYantra all the necessary documents and details as may be required by PayYantra to complete Your onboarding in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the RBI or any other regulatory authority.
• Your failure to share the required documents or details in accordance with our internal Merchant Onboarding and Know Your Customer Policy shall entitle PayYantra to put Your onboarding on hold. PayYantra may also refrain from providing access to the PayYantra Platform or Services in the event, You fail to provide such documents as required by Us. PayYantra may choose to on a case-to-case basis activate certain Services in case the documents as sought by Us are not provided by You. However, such an accommodation will not entitle You to continue with the use of Services unless the KYC exercise is completed in accordance with the applicable law.
• You shall be required to submit to PayYantra all the necessary documents and details as may be required by PayYantra or the partner bank to complete KYC and on-boarding. You undertake that all information, documents, and declarations provided by You to PayYantra are true, correct and with authorisation.
• You warrant that You or Your affiliates or your respective beneficial owners are not politically exposed persons in accordance with the Master Direction – Know Your Customer (KYC) Direction 2016, as amended from time to time.
• We may choose to call for further or additional documents or require You to resubmit the document for verification of Your details during the course of the rendition of Services.
• Failure to provide correct details or to not to provide relevant details or to cheat PayYantra to provide Services by providing false information, would entitle PayYantra to terminate the Services with immediate effect and without any notice whatsoever. PayYantra shall also be entitled to hold the settlement amount for a period of at least 180 (one hundred and eighty) days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.
• You agree that by using the PayYantra Website and by availing the Services, You have provided certain information and details, including any personal data or sensitive personal data (“Merchant Information/Information”) to PayYantra. You hereby authorise PayYantra to share Your Information and details with all parties, including the Acquiring Banks, as may be necessary for providing the Services or generally otherwise. You expressly agree that PayYantra has the right to share your Information to third parties, to exercise PayYantra's rights and obligations under contract or applicable law. You also agree to receive communication through all written channels, from PayYantra and/or third parties. If You do not wish to accept such communication(s), You must notify PayYantra of the same, and such notification shall be applied prospectively, and shall not be applicable in respect of Your information and details already shared based on Your consent under this clause.
• You shall also accept the agreement and other terms and conditions of Services that we require You to accept in respect of a Service or a transaction, including those listed in the General Terms and Conditions, Annexures and Schedules below.
• You shall not, in any event, undertake Services of PayYantra for the business as enlisted in Attachment A to these Terms and Conditions. You shall not use the Services or permit anyone, including Customers, to use the Services for any illegal or fraudulent transactions. You shall also not misrepresent that You shall take Services for a line of business that is permitted and not disallowed by PayYantra but instead use the Services for a Negative, Risky and Restricted Categories of business as enshrined in Attachment A. In case You showed any indulgence by using the Services of PayYantra for the Negative, Risky and Restricted Categories of business, PayYantra shall be free to take appropriate legal remedy against You and all the necessary steps available to it in law. PayYantra shall be free to report Your indulgence in the Negative, Risky and Restricted Categories of business to the relevant authorities for necessary action.
• If You modify your business activities, the continued use of the Services will not be construed as an implied acceptance by PayYantra for providing Services for Your modified business activities.
• You agree and accept that PayYantra may, at its sole discretion, and at any time, without any notice or liability, suspend, terminate or restrict Your access to all or any component of the PayYantra Website, PayYantra Platform, Dashboard and/ or Services or any reason whatsoever.

Access to Dashboard

• After You have registered on the PayYantra Website, PayYantra will provide you with the access to PayYantra Platform and the Dashboard. With access to Dashboard, You would be able to activate and deactivate Services that You wish to receive or no longer wish to receive from Us.
• The Dashboard will be accessible through the login ID and password. Anyone who will have access to the login ID and password will be able to manage and control the Services and the transactions. In such a case, You should determine who has the access to the login ID and password to the Dashboard.
• We shall make the Services available through the Dashboard once We have received all the KYC-related documents and You have accepted the terms and conditions to the agreement in respect of the appropriate services.
• You may also send instructions and/or information to PayYantra through the Dashboard or PayYantra Platform, and PayYantra shall consider them to be valid and legal instructions and/or information from You. PayYantra shall not inquire whether such instructions and/or information has been duly and validly issued to PayYantra by You. You shall not dispute the instructions and/or information so issued.
• You shall be solely responsible to supervise the status of Transactions and download reports from the Dashboard on a regular basis.

Contents of PayYantra Website

• The contents of the PayYantra Website are proprietary to PayYantra and You will not have any authority to claim any intellectual property rights, title, or interest in the contents of the PayYantra Website.
• The structure, colour, and other creative details of the Dashboard are proprietary to PayYantra and You will not have any authority to claim any intellectual property rights, title, or interest in the creative details of the user interface of the Dashboard.
• You and We acknowledge that any trademarks, copyrights or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.
• Except as expressly set out no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and conditions.
• Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other Party, and the user shall be in compliance with the Terms and Conditions and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.
• No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of the other Party.
• Each Party acknowledges that upon PayYantra ceasing to provide the Services to You, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
• It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry ‘Merchant’ and ‘PayYantra’ service marks or the appropriate Merchant and PayYantra marks as may be agreed between the Parties.

API Integration with PayYantra

• You shall not integrate with PayYantra for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case You choose to integrate Services without complying with this clause, Your Services would be liable for termination by PayYantra with immediate effect.
• PayYantra has integrated the PayYantra Platform with several financial institutions. The integration of the PayYantra Platform is done in accordance with the documentation of the Application Programming Interface (‘API’) so provided by the financial institutions.
• You may choose to integrate with the APIs provided by PayYantra in accordance with the documentation provided by PayYantra for such integration. You shall be responsible for such integration with the PayYantra Platform.
• PayYantra shall be responsible for the maintenance, development, and management of the PayYantra Platform. PayYantra shall also ensure to secure the PayYantra Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or RBI or any other regulator. PayYantra shall ensure to take steps related to business continuity and disaster recovery of the PayYantra Platform in accordance with prescribed guidelines.
• You shall ensure that Your website or its web application is secured in accordance with the prescribed guidelines issued by the RBI from time to time. You shall not store any card data on Your website or web application. You shall avail tokenization services for processing the transactions, and PayYantra shall not be responsible to procure tokenization services for You.
• An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 (twenty-four) hours of such an incident.
• You shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.
• You shall also take due steps to ensure that there is no breach of security or integrity of the link between the Merchant Site and the payment gateway of PayYantra and/or the Acquiring Bank as the case may be.
• You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into Customers information and other data.
• You shall ensure that it keeps logs of all the transactions and necessary details about Your Customers that are availing goods or services from Your platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
• PayYantra may call upon You to share the relevant information about the transactions with the Customer or the information gathered by You about the Customer for Your internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
• PayYantra shall provide You the encryption key or an activation key for activation of the Services. You shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application of any third party or any website other than Your website.

Fraudulent Transactions

• You shall not engage in any form of fraudulent transactions and use the Services of PayYantra for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the Customer by You while using Services of PayYantra shall be reported to the relevant law enforcement authorities. PayYantra shall also keep a right to terminate such Services in such a case.
• In the event, PayYantra is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument, then PayYantra 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 Acquiring Bank or the Card Payment Network. If the fraudulent transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback under these Terms and Conditions and the appropriate agreement.
• Further, PayYantra also reserves the right to close, suspend, limit or put on hold the access to Your account with PayYantra and/or the funds available therein, including Settlements Amount under any of the following scenarios:
  1. If such Your KYC credentials are found to be ingenuine or fake;
  2. If You make an incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation;
  3. For violation of any of the provisions of these Terms and Conditions;
  4. For violation of any of the provisions of any other agreement that You have entered into or might enter into with PayYantra; or
  5. For violation of any of the applicable laws by You.
• Such right to close, suspend, limit or put on hold Your access to the account with PayYantra shall continue till such time that You submit genuine KYC documents or credentials to the satisfaction of the relevant authorities, as well as to the satisfaction of PayYantra without prejudice to any other legal remedy that PayYantra is entitled to prefer as per applicable law.
• It is agreed between the Parties that in the event any amount to be received from You by PayYantra due to excessive Chargeback or refund or any other issues relating to any complaints of Your Customers is over and above the amount which has been withheld by PayYantra, PayYantra shall have a right to raise an invoice relating to such payments to be made and You agree to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by You shall be subject to interest, chargeable at the rate of 12% (twelve percent) per annum.

Dormant Accounts

If You do not access the Dashboard or undertake any Transactions for a period of 3 (three) months, PayYantra shall reserve the right to close your account and revoke access to the Dashboard, PayYantra Platform and/or Services.

Representations & Warranties

• You represent, warrant, and undertake that:
  1. You are duly organized and validly existing under the laws of the jurisdiction in which You are established.
  2. You have the requisite power and authority to execute, deliver and perform Your obligations under these Terms and Conditions.
  3. Your obligations hereunder constitute legal, valid, binding, and enforceable obligations.
  4. The consummation of the transactions contemplated herein does not breach Your organizational documents or any law, provisions of any contract, or order of court applicable to You and does not require any applicable governmental approval.
  5. You are not engaged in any business which is outlined in the list of the Negative, Risky and Restricted Categories of business as provided under Attachment A to these Terms and Conditions and shall not during the term of the Service indulge in such restricted business categories.
  6. You shall not use the PayYantra Website, PayYantra Platform, Dashboard or Services for any unlawful or illegal purpose.
  7. You shall comply with all applicable laws.
  8. You shall comply with all Card Association Rules.
  9. You hold informed consent of Customers to share their information with PayYantra in connection with the Services and/or for sharing with governmental authorities under applicable laws for transaction tracking, fraud prevention, or as required pursuant to regulatory authorities' orders and/or notices.
  10. You shall, within 2 (two) Business Days, or such shorter period prescribed by any authority, provide all the information, documents, and assistance as may be required by PayYantra for (a) its internal risk assessment or ongoing due diligence; or (b) sharing with authorities including law enforcement authorities.
  11. You are solely liable for (a) delivery of Merchant Services as per terms agreed with the Customer; and/or (ii) any Chargeback, claim, dispute, cost or liability which may arise in connection to Merchant Service or be incurred by PayYantra or Acquiring Bank in connection with the Merchant Service.
  12. You must ensure that the Customers accept the Your terms, conditions and privacy policy before availing the Merchant Services.
  13. You must display the price of the Merchant Services conspicuously and clearly on the Merchant Site.
  14. You must maintain a fair return, cancellation or adjustment policy in accordance with type of business.
  15. You must clearly disclose Your return or cancellation policy to Customers at the time of purchase.
  16. You shall not provide Cash Refunds to Customers unless required under applicable law.
  17. You shall not accept payments from any other place of business which are not ratified by PayYantra.
  18. You shall not discriminate against any specific Payment Instrument. It is hereby clarified that promoting a specific payment instrument shall not be deemed to be discriminating against other payment instruments.
  19. You have direct legal commercial arrangement with the authorized Bharat Bill Payment Operating Units (BBPOUs) to offer bill/utility payment services to the Customers.
  20. You shall not offer any wallet services, except strictly within the scope of the bill/utility payments business.

Confidentiality

• You acknowledge and agree that in connection with the Services, You shall not disclose to any third party, any Confidential Information of PayYantra that You may have access to during and in connection with Services hereunder.
• You shall ensure that neither You nor any of Your employees (or of the organization) shall reverse engineer, decompile or disassemble any software shared/disclosed by PayYantra.
• You acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that PayYantra shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
• You will notify PayYantra immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms and Conditions. You will cooperate with PayYantra in every reasonable way to help PayYantra regain possession of such Confidential Information and prevent its further unauthorized use.

Indemnification

• You hereby undertake and agree to indemnify, protect against liability and hold harmless PayYantra, its affiliates, and their respective directors, employees, officers, agents, representatives, contractors and sub-contractors against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of PayYantra on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however arising in relation to:
  1. any claim or proceeding brought by any banks or other partners in the payments eco-system, law enforcement authorities and regulators, or any other person against PayYantra in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by You, Your employees, contractors, agents, Customers or any other person in relation to services rendered or goods sold by You;
  2. any breach of these Terms and Conditions, the Privacy Policy, or any other terms, conditions, policies or guidelines provided by PayYantra, any Card Association, or any bank;
  3. any business undertaken which is listed in the Negative, Risky and Restricted Categories;
  4. any breach of Confidential Information;
  5. any actual or alleged violation of applicable laws or any Card Association Rules;
  6. any wrongful or improper use of Services, PayYantra Website or PayYantra Platform, APIs or any other PayYantra Property; or
  7. any violation of third-party rights.

Limitation of Liability

• The aggregate liability of PayYantra to You from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding 1 (one) month’s aggregate Consideration earned by PayYantra from the date of occurrence of such liability. PayYantra’s liability shall be proportionately reduced to the extent any loss or damage is contributed to by You or any third-party providers.
• Provided that PayYantra shall not be liable to You for any injury, death, loss, claim, act of God, accident, delay, or any direct, damages of any kind (including without limitation lost profits or lost savings), special, exemplary, incidental, punitive, indirect or consequential damages, whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with:
  1. loss of profits or business opportunities even if You have been advised in advance of the possibility of such loss, cost or damages;
  2. any failure or delay (including without limitation the use of or inability to use any component of the PayYantra Website);
  3. any use of the PayYantra Website or content;
  4. any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the PayYantra Website or Your downloading of any content from the PayYantra Website;
  5. any error by You in submitting payment instructions;
  6. any incorrect instructions issued by You for debit or credit of amounts;
  7. You providing inadequate or incorrect information;
  8. any collection, use, process and share of Your information and details with Your consent under these Terms and Conditions.
• In no event shall PayYantra be liable to the Customers or any third party.
• In no event shall the Escrow bank or the Acquiring Bank be liable to You in relation to this Terms & Conditions or in relation to any claim by a third party.
• PayYantra (including its affiliates and their directors, officers, employees, agents, representatives, contractors and sub-contractors) shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to You for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which You would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of You unless such liability becomes due and payable; (d) You shall not be entitled to recover for the same event twice; (e) the amount that is recoverable by You from an insurance policy or from third parties; and (f) the amount for which provision, allowance, or reserve has been made.
• For any links included in the PayYantra Website which re-direct to any third-party websites, PayYantra shall not be liable and/or responsible for hosting such links, or for any content, advertisement, products or services available on such third-party websites. You further agree and accept that You shall not hold PayYantra liable for any actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of a solicitor/attorney and own client basis), awards, damages, losses and/or expenses incurred due to use of such third-party website for any reason whatsoever.

Disclaimer

• PayYantra will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, You acknowledge that PayYantra Website, Services, and the Acquiring Bank’s Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive, or corrupting code, program, or macro and PayYantra and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose, and all services are provided on an “as is” basis.
• You also acknowledge that the arrangement between one or more Acquiring Banks and PayYantra may terminate at any time and services of such Acquiring Banks may be withdrawn. PayYantra shall not be liable to You for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, Services, interruption or stoppage of PayYantra Website, hacking or unauthorized access to the Services, non-availability of connectivity between the Merchant Site and PayYantra Website, etc.
• PayYantra shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iii) quality and service-related claims pertaining to the Merchant Services.
• In addition PayYantra and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Your acts or omissions; (ii) results from actions taken by PayYantra or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond PayYantra control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of force majeure event.
• PayYantra’s sole obligation and the Your sole and exclusive remedy in the event of an interruption in PayYantra Website, or loss of use and/or access to PayYantra Website, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.

Force Majeure

• Force Majeure shall be any event or occurrence, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by PayYantra affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes.
• In case of a Force Majeure event, PayYantra shall not be liable to You for its delay in the performance of, or non-performance, of its obligations or any part thereof under these Terms and Conditions. You agree and accept that the non-performance or discharge of performance of any obligation by PayYantra pursuant to any such Force Majeure event shall not be a breach of obligations by PayYantra, and shall not result in PayYantra incurring any liabilities whatsoever.

Data Protection

• You shall ensure such administrative, technical, physical safeguards and processes, procedures, and checks including to secure the information which is received from any Customer in relation to a card as may be required under applicable law and which safeguards shall be equal to or better than:
  1. safeguards currently it has in place for its own data.
  2. generally accepted security standards in the financial services industry
• The administrative, technical, and physical safeguards, process, procedure and checks as provided for in clause (Data Protection) shall be designed to:
  1. protect the security and confidentiality of the information of the Customer in the Your possession;
  2. ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;
  3. protection against unauthorized access to or use of the information of the Customer or associated records which could result in substantial harm or inconvenience to PayYantra; and
  4. ensure the proper and secure disposal of such data;
• Without limiting the generality of the foregoing, You shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the Customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the Customer. You shall periodically test its system for potential areas where it could be breached.
• You covenant that it shall take best efforts against:
  1. any unauthorized or unlawful processing or the alteration of the information of the Customer in Your system.
  2. any resultant loss or destruction of, or damage to, the Customer information due to unauthorized processing or alteration; and
  3. unauthorized and accidental access, processing, erasure, transfer, use, modification, or other misuses of information of the Customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the Customer on strictly ‘need to know basis’.
• You shall ensure that the information of the Customer is not mixed or mingled with information of other customers.
• You shall be vigilant to report any breach of this clause (Data Protection), all violations of information security, any breaches in the security practice, control process checks, and all suspected security events within 12 (twelve) hours of such event or breach, to PayYantra and shall also immediately intimate all the concerned representatives and employees of PayYantra which interact You on regular basis.

Anti-Bribery and Sanctions Laws

• You shall not permit or engage in any unethical practices, corruption, extortion, or bribery in any capacity; and irrespective of whether it is working with government officials or solely in the private sector. You shall not offer, give, or authorize any gift, loan, fee, reward, bribe, or other advantage to any Customer, government official, government employee, or PayYantra’s employee to improperly influence any action or decision. You shall follow applicable national and international anti-corruption laws, including the Prevention of Corruption Act, 1988, and U.S. Foreign Corrupt Practices Act.

Miscellaneous

• PayYantra may assign, in whole or in part, the benefits or obligations under these Terms and Conditions by providing a 30 (thirty) days prior intimation of such assignment to You, which shall be binding on the Parties.
• You shall not assign, in whole or in part, the benefits or obligations under these Terms and Conditions without prior written approval of PayYantra.
• The failure of PayYantra to exercise or delay in exercising a right or remedy under these Terms and Conditions shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
• The relationship between You and Us are on a principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide You with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of PayYantra.
• You shall not describe Yourself as an agent of PayYantra and/or the Acquiring Bank.
• You shall not represent to any person that You have the right to offer any products or services offered by PayYantra.
• You shall not make any representations to the Customer or any third party, or give any warranties which requires PayYantra and/or the Acquiring Bank to undertake to, or be liable for, whether directly or indirectly, any obligations, duties, responsibilities and/or liabilities.
• PayYantra reserves the right to make changes to the PayYantra Website, these Terms and Conditions, and the Privacy Policy at its sole discretion at any time. On such changes, Your continued use of the Services and/or the PayYantra Website shall constitute acceptance of the changes, and an acceptance to be bound by such changes. If at any time You do not agree to the changes, You may discontinue Your use of the PayYantra Website and/or the Services.
• By providing the intermediary services between You and the Customer, We are not a (i) payment system provider under the Payment and Settlement Systems Act, 2007; (ii) a banking company under the Banking Regulation Act, 1949; and/or (iii) a non-banking financial company under the Reserve Bank of India Act, 1934.

Attachment A

List of Negative, Risky and Restricted Categories of Business

I. Negative Categories

Any services or products which are purchased/ offered for sale by a user to third parties from time to time, using these services. Products shall not include those banned products and services that are listed below:

• Adult goods and services which include pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.
• Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
• Body parts which include organs or other body parts.
• Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam).
• Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.
• Child pornography which includes pornographic materials involving minors.
• Copyright unlocking devices which include Mod chips or other devices designed to circumvent copyright protection.
• Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials.
• Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.
• 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.
• Cryptocurrency Exchanges, platforms dealing in cryptocurrency trading.
• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms.
• Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items.
• Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction.
• Gaming/gambling which includes lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content.
• Government IDs or documents which include fake IDs, passports, diplomas, and noble titles.
• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers,watomites, or other protected property.
• Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
• Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes.
• Offensive goods which include literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred.
• Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
• Prescription drugs or herbal drugs which include drugs or other products requiring a prescription by a licensed medical practitioner.
• Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines, surveillance equipment; goods regulated by government or other agency specifications.
• Securities, which includes stocks, bonds, or related financial products.
• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
• Traffic devices which include radar detectors/jammers, license plate covers, traffic signal changers, and related products.
• Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
• Wholesale currency which includes discounted currencies or currency exchanges.
• Live animals or hides/skins/teeth, nails and other parts etc. of animals.
• Multi Level Marketing collection fees.
• Ponzi schemes, pyramid and chain marketing.
• Matrix sites or sites using a matrix scheme approach.
• Drop-shipped merchandise.
• Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.
• The Merchant shall not sell, purchase, provide or exchange a cardholder’s name or MasterCard / Visa account number information in any form obtained by reason of a MasterCard/ Visa Card transaction to any third party other than its MasterCard/ Visa acquiring Member-Citrus Pay, or pursuant to a government /statutory or competent body’s request.
• Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.

II. Risky Categories

Merchants operating in the below segments would also be considered high risk either due to the laws and regulations around their industries, or the levels of transactions they process monthly. The following High-Risk Merchant Category Code list describes many of the high-risk categories:

• Financial Services
• Pharmacy
• Tours and Travel
• SaaS
• Jewelry
• Digital Gold
• Precious Metals
• Utilities
• Donations
• NGO
• Insurance
• Forex
• Gift Cards
• DMT Merchants
• Digital Lending
• Stock Market
• Mutual Funds
• NBFC
• Online Gaming
• Chit Funds

III. Restricted Categories

These are categories within high risk categories that require further approvals from the risk team to be onboarded.

• Online Gaming
• Digital Lending
• Chit Funds
• DMT Merchants