TERMS AND CONDITIONS

This Terms and Conditions (“Terms and Conditions”) is between you (“Merchant”) and Mswipe Technologies Private Limited (“Mswipe”) and governs your use of Mswipe’s products and services. These Terms and Conditions shall be applicable in respect of each and every transaction involving payment by means of a Valid Mode. By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using our products and/or services in any way, you agree to be bound by these Terms and Conditions and these Terms and Conditions shall be a binding agreement between Mswipe and the Merchant. Please note that these Terms and Conditions shall constitute a legal and binding agreement between Mswipe and Merchant. Further Use of Mswipe Product is available only to a duly constituted legal entity or an adult individual who is competent to contract under the prevailing laws of India. Persons who are deemed ‘incompetent to contract’ within the meaning of the Indian Contract Act, 1872 are not eligible to use Mswipe Product. If your age is below 18 years old, you are not eligible to use Mswipe Product.

ACCEPTANCE
1. These Terms and Condition are electronic agreement and record in terms of the Information Technology Act, 2000 and the rules framed thereunder, as applicable and amended from time to time, pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
SCOPE OF THE SERVICES
During the subsistence of these Terms and Conditions, it is expressly clarified that the Mswipe Product provided by Mswipe is in the nature that may host data and marketing material for its Merchants. Mswipe shall never be liable for any matter related to or for the marketing material/ information that are displayed.
COMMUNICATIONS
1. The Merchant agrees and acknowledges that usage of Mswipe Product shall be construed as Merchant’s consent for receiving calls, messages, electronic emails and in-app notifications including marketing and promotional calls, autodialled and/or pre-recorded messages, from Mswipe, at any time, on the telephone number / contact information that may be provided by the Merchant. The Merchant hereby unconditionally consents that such communications via electronic mail, SMS, in-app notification and/ or voice call is (a) upon Merchant’s request and authorization, (b) ‘transactional’ and not an ‘unsolicited commercial communication’ as per the guidelines of Telecom Regulation Authority of India (TRAI) and (c) in compliance with the relevant guidelines of TRAI or such other authority in India and abroad.
2. Merchant hereby agrees and undertake to indemnify Mswipe against all types of claims, losses and damages incurred by Mswipe due to any action taken by TRAI, (as per TRAI regulations) or any other authority due to any erroneous compliant raised by the Merchant with respect to the intimations mentioned above or due to a wrong number or email-ID being provided by the Merchant for any reason whatsoever.
3. The Merchant shall be obligated to ensure that the mobile phone number provided at the time of registration with Mswipe, or any updated mobile number subsequently provided to Mswipe, is accurate and active. Mswipe’s communication to the registered mobile number or email address shall be deemed notification to the Merchant and Mswipe shall not be responsible or liable for any communication failure due to failure of Merchant to update Mswipe with respect to their mobile number or email address.
4. The Merchant may not receive push notifications in the event that such notifications have been disabled by the Merchant, unless such notifications are mandatory or necessary for the performance of services. Merchant shall not hold Mswipe liable for any missed notification or any non-delivery of notification if such notifications are disabled by the Merchant.
5. The Merchant acknowledges and consents that Mswipe may contact the Merchant via calls, SMS, emails, or any other mode of communication, regardless of any Do Not Disturb (DND) settings or preferences in place.
DEFINITIONS
1. “Acquiring Bank” shall mean various banks and financial institutions licensed under the Payment and Settlement Systems Act, 2007 to acquire, authorize and authenticate the online payment transactions.
2. “Applicable Laws” shall mean any statute, law, regulation, directive, guideline, policy, requirement, or any governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration having the force of law of any of the foregoing, by any governmental authority having jurisdiction over the matter or the Parties in question, whether in effect as of the date of these Terms and Conditions or thereafter.
3. “Application” means the Application Form, whether physical or digital, submitted by the Merchant and verified and accepted by Mswipe for the purpose of availing Mswipe Product.
4. "Authentication” shall mean the process by which the Customer’s identification is authenticated by the card schemes/Facility Providers.
5. “Authorization" shall mean the process hereunder by which the issuing bank/institution and/or the relevant Acquiring Banks, card schemes electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer.
6. “Business Day” shall mean a day (excluding Saturdays and Sundays) on which banks in India are open for normal banking business.
7. “Card Member” or “Member” or “Customer” or “Cardholder” shall mean a person making payment using a Valid Mode.
8. “Chargeback” means any dispute regarding a Valid Charge raised by a Cardholder/ Customer with the issuing bank and/or the card scheme.
9. “Customer Charge” means:
  1. in respect to Product means the sale price of the Product purchased by the Customer plus all other taxes, duties, costs, charges and expenses in respect of the Product that are to be charged to the Customer’s valid payment instrument.
  2. In respect to Services means the sale price of the Services rendered to the Customer plus all other taxes, duties, costs, charges and expenses in respect of the Services that are to be charged to the Customer’s valid payment instrument.
10. “Delivery” shall mean:
  1. in respect of a Product, delivery of the Product to the Customer at the address specified by the Customer in this behalf, proof of which shall be submitted by the Merchant to Mswipe and the Facility Providers. Mswipe and the Facility Providers reserve the rights to call for physical proof of delivery in respect of a Product, delivery/performance of the Product; or
  2. in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Merchant to Mswipe to the satisfaction of Mswipe and the Facility Providers. Mswipe and the Facility Providers reserve the rights to call for physical proof of delivery in respect of a Service, delivery/performance of the Service.
11. “Equipment” shall mean the equipment specified in the Application as may be provided or sold for Authorization by Mswipe to the Merchant. Equipment does not include Mswipe’s systems (embedded and supporting software), confidential documentation or any related and other Intellectual Property Rights supplied by Mswipe.
12. “Features” means the additional services or features offered by Mswipe through Mswipe Gateway, including, but not limited to, credit against authorisation (“CAAT”), Mventry, ATMLe, ATMExpress Link etc. on the terms and conditions more clearly specified herein.
13. “Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).
14. “Merchant Website” shall mean website/application/software that is controlled, operated and owned by the Merchant.
15. “Mswipe Products” shall mean the Equipment, Mswipe Gateway Services, Other Modes, Features and Other Equipment services provided to the Merchant as per these Terms and Conditions, as may be applicable.
16. “Mswipe Gateway Services” shall mean the payment gateway services provided in accordance with under PART B of these Terms and Conditions.
17. “Facility Providers” means various bank or banking entity, card association, software providers, as well as third party service providers associated with Mswipe that participate in Authorization / facilitation in settlement of Valid Charges to the Merchant.
18. “Product”/ “Goods” means a tangible product that is manufactured or distributed by the Merchant and that is purchased by the Customer/Cardholder, the payment for which is to be made on the Customer’s valid payment instrument.
19. “Services” means tangible or intangible services provided to the Customer by the Merchant and/or Sub-Merchant for which the payment is made through the Customer’s Valid Mode.
20. “Settlement” shall mean facilitating the transfer of Customer Charge to the Merchant's bank account (and or to the bank account of business associates of the Merchant as per written instructions of the Merchant in case of Sub-Id facility) minus any fees including TDR and any other amount receivable from Merchant.
21. “Other Equipment” means devices such as android or other cell phones, bluetooth printer etc. that may be sold by Mswipe to the Merchant on an outright sale basis as specified in the Application.
22. “Other Mode(s)” shall mean modes of payment other than Valid Cards, including, without limitation, net banking, MQR, UPI, Amazon Pay, or such other modes as may be communicated by Mswipe from time to time.
23. “Support Services” shall mean transaction processing services through Mswipe Products and help desk service on Mswipe’s standard terms and conditions.
24. “Transaction Amount” shall mean the amount payable by the Customer using the Valid Mode for the product/ service offered by the Merchant inclusive of shipping charges and other taxes, duties, cost, charges and expenses in respect of the product / service that are to be charged to the Cardholder/ Customer.
25. “Transaction Receipt” means the digital/physical receipt generated after authorisation of a Valid Charge provided to the Customer and the Merchant recording the charges and transaction details.
26. “Transaction Discount Rate” or “TDR” means with respect to each Transaction Amount a percentage thereof as specified in the Application. Provided however that the Transaction Discount Rate may be revised from time to time as per the revisions made by RBI and the Facility Providers and Mswipe will intimate Merchant of any such change.
27. “Td” shall mean date of confirmation by the Merchant to Mswipe about Delivery of Product / Services to the Customer. The term Td shall also include the date of capture of the Transaction by the Merchant. The Delivery of Products/ Services shall have deemed to be completed on the date of capture of the Transaction by the Merchant. The Merchant who delivers the Product/ Services, after capture of the Transaction shall manually or through electronic mode inform Mswipe about the Delivery.
28. “Tp” shall mean date of charge / debit to the Customer’s account against the purchase of Product / Services.
29. “Tr” shall mean date of expiry of Chargeback period as determined by Mswipe.
30. “Valid Card” shall mean a VISA/MasterCard/American Express/RuPay or any other debit or credit card issued as per the rules of any such card association as notified by Mswipe from time to time bearing signature of the holder.
31. “Valid Charges” is a charge within the amount authorized herein below, which is charged to the Customer (i) on a Transaction Receipt acceptable to Mswipe, bearing details of the Valid Mode and wherever applicable, bearing the same signature as that on the Valid Card; and (ii) using the Equipment with Transaction Receipt generated from the Equipment after swiping or dipping the Valid Card or using the Other Mode, and wherever applicable, bearing the same signature as that on the Valid Card.
32. “Valid Mode” shall mean collectively the Valid Card and the Other Modes.
ARRANGEMENT
1. The Merchant agrees and undertakes that it has provided correct and accurate information to Mswipe for the purpose of availing Mswipe Products and Support Services and agrees to be bound by these terms and Conditions in the following manner:
  1. Where the Merchant is availing the payment processing services through point-of-sale equipment Part A of these Terms and Conditions shall apply.
  2. Where the Merchant is availing Mswipe Gateway Services, Part B of these Terms and Conditions shall apply.
  3. Where the Merchant is availing the MQR or UPI transaction processing services through the Soundbox or the MQR Standee, Part C of these Terms and Conditions shall apply.
2. It is hereby clarified that where the Merchant is availing one or more Mswipe Products, each of the relevant Part of the Terms and Conditions shall apply to the Transaction undertaken by the Merchant using the respective Mswipe Products.
3. Mswipe hereby grants the right to avail the Support Services for a monthly fee as specified in the Application and the installation and delivery charges with respect to Mswipe Products in accordance with the Terms and Conditions mentioned herein. The Merchant shall also be entitled to avail various Features offered by Mswipe on the Terms and Conditions prescribed herein below.
4. The Merchant agrees and acknowledges that Mswipe has granted to the Merchant only a limited right to use and access Mswipe Products, as may be applicable, as per these Terms and Conditions within the territory of India and the ownership will remain with Mswipe except in case of purchase of Equipment. Upon termination of the arrangement between the Merchant and Mswipe, the Merchant shall be responsible to pay the price of the Equipment(s) and/or return of the functional Equipment(s).
5. Except as specifically provided in these Terms and Conditions, all Features provided by Mswipe shall be subject to the standard transaction processing Terms and Conditions provided herein.
TAXES
1. The Merchant shall be responsible for any applicable goods and services and similar taxes and impositions (“Taxes”) payable with respect to Other Equipment or provision of Support Services or availing any Feature or otherwise arising out of or in connection with the Application and these Terms and Conditions, whether currently applicable or made applicable in future.
2. Withholding: The Merchant shall be responsible to deduct the tax at source as applicable under Income Tax Act, 1961 or any other laws, rules, or regulations as may be applicable from time to time and deposit the same to the credit of the government within the respective due dates. Also, the Merchant shall be responsible to submit the certificate of tax deducted or any other document evidencing deduction of tax as applicable within 30 (Thirty) days from the due date for submission of returns of tax deduction to the government. The duty to comply with the provisions of tax deduction solely rests upon the Merchant and Mswipe shall not be liable for the same under any circumstances and in any manner whatsoever. Subject to this Clause 6.2, the Merchant shall make all payments of amounts/fees due under this Application to Mswipe free and clear of, and without reduction for, any withholding taxes.
OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
1. The Merchant represents and warrants to Mswipe that on the date hereof:
  1. It is an entity duly incorporated, validly existing and in good standing under the Applicable Laws of India;
  2. It has all necessary power and authority to enter into this arrangement;
  3. The persons signing the Application physically or digitally in the manner specified by Mswipe on behalf of the Merchant have the authority to sign, execute and accept it on behalf of the Merchant so as to create binding obligations on the Merchant and all information provided by the Merchant pursuant to the Application and these Terms and Conditions is true and correct;
  4. The execution and delivery of the Application, and the consummation of the transaction contemplated hereby, and the fulfilment of and compliance with the Terms and Conditions hereof, do not
    (i) violate any Applicable Laws, judicial or administrative order, award, judgment or decree applicable to it, or
    (ii) conflict with the provisions of its constitutive documents or any other contractual obligations or regulations; and
  5. The Application and these Terms and Conditions, whether in physical form or in electronic form, constitutes valid and legally binding obligation and will be enforceable against the Merchant in accordance with these Terms and Conditions.
2. The Merchant shall comply with all the Applicable Laws including the guidelines and standards as set out herein and such other amended guidelines and terms issued by Mswipe from time to time and further acknowledge that Mswipe shall not have any obligation to verify whether or not the Merchant has acted in accordance therewith. Mswipe and the Facility Providers shall not be a party to any agreement or dispute between the Customers and the Merchant. In the event of any dispute between the Merchant and the Customer, Mswipe and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
3. Mswipe is not giving any warranties either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of Mswipe Products provided under the Application and or these Terms and Conditions and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by Mswipe. The Merchant’s sole and exclusive remedy in the event of interruption to or loss of use and/or access to the Support Services shall be to get the Support Services, as the case may be restored from Mswipe.
4. Mswipe will use reasonable endeavours, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Support Services and/or access to the Support Services as soon as reasonably possible.
5. The Merchant acknowledges that it has been advised that no agent, employee or representative of Mswipe has any authority to buy and sell or affirm or promise any representation and warranty concerning the Equipment or Other Equipment or Support Services, and unless such affirmation, promise or representation and warranty is specifically set forth in these Terms and Conditions, it does not form part of the Application and or these Terms and Conditions and shall not be enforceable against Mswipe. The Merchant acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.
6. The Merchant undertakes to make timely payments of all the monies, charges, and Chargeback amounts, refund amount duly payable to Mswipe as and when demanded by Mswipe. The Merchant also undertakes to payback any amount received in excess or erroneously from Mswipe promptly and in no case later than 7 (Seven) days of receipt of claim from Mswipe without any delay, demur or protest.
7. The Merchant shall ensure that the Merchant shall not either physically or digitally or in any other manner store Customer’s card data or any other payment data which is not necessary for the transaction.
8. The Merchant assures and guarantees to Mswipe and the Facility Providers that the Merchant is acting in compliance with and shall at all-time act in compliance with all Applicable Laws, rules and regulations, notification, and guidelines set by Reserve Bank of India, Mswipe, NPCI and other Facility Providers.
9. The Merchant is aware that Mswipe and the Facility Providers are not guaranteeing any transactions with the Customers in any manner whatsoever. The Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of its Customers.
10. The Merchant acknowledges that the Facility Providers and Mswipe have the right to enforce any provision of the standards issued by the Facility Provider and to prohibit any Merchant conduct that may injure or may create a risk of injury to the Facility Providers and Mswipe including injury to reputation, or that may adversely affect the integrity of the Facility Providers and Mswipe’s core payment systems, information or both. The Merchant agrees that it will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and/or Mswipe.
11. The Merchant herby grants to Mswipe and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Merchant solely in connection with the marketing of their facilities and services to the public. The Merchant shall prominently display on the Merchant’s Website and in other online marketing materials if applicable, a statement/logo/image provided by Mswipe and or upon instructions of Facility Provider.
12. The Merchant forthwith upon change in details including but not limited to registered mobile number, registered address etc. shall intimate Mswipe of such changes along with supporting documents as may be required by Mswipe. Mswipe shall not be responsible for any delay or non-processing of Transaction or Settlement of Transaction Amount due to any defect in information provided by the Merchant.
13. The Merchant agrees, undertakes, assures and guarantees that the Goods and Services to be sold using Mswipe Products shall be approved by Mswipe and no Goods and Services other than the Goods and Services approved by Mswipe in writing shall be sold using Mswipe Products.
14. The Merchant declares, assures, undertakes and covenants that it shall not offer any Products and Services, which are illegal or offensive or banned and/or are not in compliance with Applicable Laws, rules and regulations whether central, state, local or international of all jurisdictions from where the Merchants avail Mswipe Product.
15. Any Product or Service which is not in compliance with all Applicable Laws and regulations whether federal, state, local or international including the Applicable Laws of India shall not be offered by the Merchant to its Customers through Mswipe Products.
16. Merchant to keep complete and accurate records of all the orders and expenses in connection with its services and/or products. All said records shall be kept on file by Merchant for a period as required under Applicable Laws from the date the record is made.
17. The Merchant shall not at any time require the Customers to provide any details with respect to the payment instruments including without limitation details of the accounts held by the Customer with the issuing banks or the Valid Mode provider including, the passwords, account number, card numbers and PIN which may be assigned to them by the issuing banks or the Valid Mode provider from time to time.
18. The Merchant acknowledges that the Facility Providers and Mswipe have the right to enforce any provision of the standards issued by the Facility Provider and to prohibit any Merchant conduct that may injure or may create a risk of injury to the Facility Providers and Mswipe including injury to reputation, or that may adversely affect the integrity of the Facility Providers and Mswipe’s core payment systems, information, or both. The Merchant agrees that it will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and/or Mswipe.
19. The Merchant shall ensure that the Merchant’s Platform does not save or retain any confidential information of the Cardholder including without limitation details pertaining to the Valid Mode or such other data. Mswipe shall have right to audit and/or inspect periodically the systems of the Merchant including the Merchant’s Platform by its internal or external auditors or by its agents appointed to act on its behalf, to ensure Merchant’s compliance with the obligations under these Terms and Conditions and Applicable Laws. The Merchant shall fully cooperate and provide access of its systems including the Merchant’s Platform to Mswipe, its internal or external auditors or to its agents appointed to act on its behalf.
20. Mswipe may require any changes to Merchant’s Platform that it deems necessary or appropriate to ensure that the Merchant remains in compliance with the standards issued by the card association.
21. Mswipe may, at its discretion or at the direction of its Facility Providers, immediately terminate these Terms and Conditions for activity deemed to be fraudulent or otherwise wrongful by Mswipe and/or the Facility Providers.
22. The Merchant hereby undertakes that, all the representations made herein are true and valid as per law of India. The Merchant represent that the Merchant holds valid licenses, brand proofs, tie-up agreements from its business associates and the Merchant is legally authorised to sale the Goods and Services through the Merchant’s Platform.
23. The Merchant forthwith upon change in details shall provide supporting documents to Mswipe as may be required by Mswipe.
CONFIDENTIAL INFORMATION
1. The Merchant recognizes that it may be given and have access to Confidential Information of Mswipe. The Merchant undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of Mswipe. The Merchant further undertakes that it shall at all times during and after termination of this Application keep the Confidential Information confidential and not disclose it to any third party. The contents of the Application shall also be kept confidential.
2. No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Terms and Conditions shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Merchant other than (i) as required by Applicable Law or (ii) to any authority to which the Merchant is subject, without the prior written consent of Mswipe except where such an announcement is required by reason of any of (i) or (ii) above, the Merchant shall consult with Mswipe as to the contents of any such announcement and take into account all reasonable request of Mswipe relating thereto.
3. Merchant shall hold and keep in strictest confidence any and all Confidential Information of Mswipe and shall treat such Confidential Information with the same degree of care and protection as it would treat its own Confidential Information. Mswipe also agrees to use the greatest degree of care to avoid unauthorized dissemination, access, disclosure or publication of the Confidential Information. The Merchant shall promptly provide Mswipe with notice of any actual or threatened breach of this Clause. Merchant does not acquire any Intellectual Property Rights under these Terms and Conditions or through any disclosure hereunder, except the limited right to use such Confidential Information in accordance with these Terms and Conditions.
4. Merchant shall hold personal information of the Customer. Merchant represents and warrants to ensure that sufficient consent in writing from each Customer has been obtained to whom any personal information relates to, in order for Mswipe to comply with applicable data privacy regulations and which allows Mswipe to collect, use, disclose, process, transfer and store such information for the purposes specified in this Terms and Conditions and the schedules, including in the circumstances described above, and will provide Mswipe with such consent as and when requested by Mswipe.
5. Mswipe its employees, contractors or agents may, in connection with these Terms and Conditions, collect personal Information in relation to Merchant (including Merchant’s Customers, employees and directors) Mswipe may process, use and disclose, transfer and store the Customer’s personal information for purposes connected with these Terms and Conditions and in accordance with Applicable Law. Merchant shall co-operate with the other and Facility Providers in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.
INTELLECTUAL PROPERTY RIGHTS
1. Except for use permitted under this Application, the Merchant shall not use any Mswipe's trademark, service mark, trade name or logo without specific Authorization to the effect. Any infringement of any Mswipe's Intellectual Property Rights shall be subject to legal action and damages.
2. The Merchant shall not to do anything whatsoever which might impair Mswipe's right, title or interest in or to Mswipe's Intellectual Property Rights and agrees that the Merchant shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of Mswipe. The Merchant shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any hardware, software or code supplied under the Application and or these Terms and Conditions including in respect of the Equipment or Other Equipment or use it to create any derivative work.
AUDIT AND REPORTING
1. The Merchant agrees and acknowledges that Mswipe, and/or RBI and/or any third party appointed by it, or auditors of RBI may conduct audits or inspections at the Merchant’s premises to verify the Merchant on-boarding process and/or may access all books, records and information relevant to these Terms and Conditions. The Merchant agrees to provide Merchant registration documents, due diligence to Mswipe and/or any third party appointed by it or RBI as and when required.
2. Mswipe and/or RBI through any of its nominees, agents or third parties appointed by it shall be entitled to inspect and monitor all daily transaction reports and any other data in relation to Merchant at any point of time during the term of these Terms and Conditions and Mswipe shall co-operate with and assist Mswipe and/or RBI during any such audit and/or inspection.
3. The Merchant shall from time to time, furnish such information as may be sought by Mswipe about the prospective Customers, Mswipe Products or any other subject matter of these Terms and Conditions. The Merchant shall also provide to Mswipe monthly/quarterly activity reports in agreed form detailing therein among other information, the past month’s/quarter’s business procurement activities, business plans for market development, revenue projections, services related problems and their present status, market feedback and such other particulars in such formats as may be prescribed by Mswipe from time to time.
4. Mswipe or RBI either on its own or through authorised representative or third party shall have the right, during the term of these Terms and Conditions and for a period of eight (8) years thereafter, to audit and inspect the Merchant’s books and records, premises, procedures and practices. During such audit and inspection, the Merchant shall fully co-operate with Mswipe and/or RBI and give access of its books, records, documents and premises to Mswipe and/or RBI and or its authorized representatives.
ANTI-BRIBERY & MONEY LAUNDERING
1. The Merchant shall ensure compliance with and shall at all times act in compliance with Applicable Law including, without limitation, the Anti-Money Laundering Guidelines, provisions of Prevention of Money Laundering Act, 2002. Without prejudice to the generality of the foregoing, the Merchant shall follow all rules, guidelines and directions issued by any governmental authority with reference to the Transactions as may be applicable.
DATA CONNECTIVITY
1. If a SIM Card has been provided along with the Equipment or Other Equipment as specified in the Application, then the Merchant undertakes to use this SIM Card only with the Equipment or Other Equipment provided under the Application and only for the purpose of telecommunication between the Equipment and Mswipe’s server.
2. In case of Mswipe Gateway Services, the Merchant shall maintain its own hardware, software, servers and ensure connectivity with Mswipe Systems for processing of Transactions. However, if the server fails to respond, the Merchant shall report the issue to Mswipe. Mswipe shall not be held responsible for the data loss, or any other inconvenience caused thereby when server is down.
TERMINATION
1. This Application shall become effective on the effective date and shall remain in full force till either Party delivers to the other Party a written notice for termination of this Application as per provisions under this Application or if the Merchant declines to accept the Terms and Conditions electronically.
2. Mswipe can terminate this Application with or without reason whatsoever by providing an advance notice of 7 (seven) days. The Merchant can terminate this Application with reason by providing an advance notice of 30 (thirty) days.
3. Notwithstanding the above, Mswipe may terminate this Application with immediate effect and without notice in the event that the Merchant breaches any of the Terms and Conditions or fails to honour, observe, adhere to, abide by or comply with any directions or instruction issued by Mswipe and/or fails to honour, observe, perform or undertake any of its obligation under the Application and or these Terms and Conditions or if the chargeback in any month crosses 0.3 % of total transaction value of that month.
4. If there is a breach by the Merchant of its obligations or responsibilities under this Application, then Mswipe shall have the right to immediately suspend performance of its obligations hereunder till the time such breach is cured by the Merchant.
5. Where any refund claimed by Mswipe exceeds the amount due to the Merchant, the difference thereof shall be a debt due from the Merchant to Mswipe and be forthwith recoverable by action.
6. Further on termination of the arrangement between the Merchant and Mswipe, the Merchant shall immediately on such termination return the Equipment to Mswipe in good and working condition (save and except normal wear and tear). Merchant hereby agrees, acknowledges and authorizes Mswipe to recover the cost of the Equipment from electronic clearing services (ECS) or valid standing instructions in the event the Merchant fails to return the Equipment upon termination of the arrangement between the Merchant and Mswipe or the Equipment returned are damaged.
MISCELLANEOUS
1. Governing Law and Dispute Resolution: These Terms and Conditions shall be governed by and construed in accordance with the Applicable Laws of India. All disputes under these Terms and Conditions shall be referred to arbitration by sole arbitrator mutually appointed by the Parties. The proceedings of such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 (as amended from time to time) and shall be held at Mumbai. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, competent courts shall have jurisdiction over any of the disputes arising out of or in connection with These Terms and Conditions. Each Party shall bear its respective costs unless otherwise awarded by the arbitrator.
2. Force Majeure: Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as Applicable Laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc. The Party claiming an event of force majeure shall promptly notify the other Party in writing and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the force majeure event has ceased and also keep the other Party informed of any further developments.
3. Documents: The Merchant agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by Mswipe at the time of submitting this Application and from time to time.
4. General: These Terms and Conditions (along with the Application) constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between Mswipe and the Merchant is non-exclusive and on principal-to-principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between Mswipe and the Merchant. The Merchant shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of Mswipe to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. However, any notice or communication sent by Mswipe to the Merchant via email or message on the registered email or registered mobile number of the Merchant or via in - app notification shall consider a valid written notice and shall be deemed to have been duly served on the day such email, message or notification is sent or posted on the application. It is further clarified that any change in commercials or updates to the terms and conditions and privacy policy posted on the application of Mswipe shall be deemed to have been notified to the Merchant on the day the same has been updated on the application. Mswipe will protect and use Merchant’s Information in accordance with its privacy policy available at www.mswipe.com. If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the termination of the arrangement between the Merchant and Mswipe.
TRANSFER OR CHANGE IN BUSINESS
1. Where the Merchant proposes to change the nature of business or merchandise sold, which may result in the Merchant category to be changed in the books of the card schemes, the Equipment, Other Equipment and the Support Services shall be used only after such change is informed to Mswipe and acceptance thereof is conveyed in writing to the Merchant.
ADDITIONAL TERMS
1. In the event of the Merchant is not transacting with Mswipe on any Card issued by a particular card scheme for a continuous period of three (3) months, Mswipe reserves the rights to cancel the Merchant's affiliation in relation to that particular card scheme.
2. The Merchant hereby acknowledges that Mswipe may from time to time procure, extract or obtain credit related information about the Merchant from various credit bureaus including but not limited to Credit Information Bureau (India) Limited (CIBIL). The Merchant hereby agrees, authorizes and permits Mswipe to procure, extract and or obtain such information without prior intimation to the Merchant.
3. Merchant shall follow the processes and procedures as laid down by Mswipe for resolving queries/issues concerning the Customer, Valid Card, the Equipment, Support Services and telecom services. Merchant acknowledges receipt of such procedures, processes and relevant contact numbers for query resolution.
4. If the Merchant fails to comply with these Terms and Conditions or in the event the Equipment provided by Mswipe is damaged or stolen then the Merchant shall immediately pay the amounts mentioned in Part A of these Terms and Conditions, as applicable, to Mswipe for the Equipment. Further the noncompliance of these Terms and Conditions by the Merchant shall be construed as material breach of these Terms and Conditions and without prejudice to other rights of Mswipe under these Terms and Conditions, the Merchant shall immediately return the Equipment in working condition with all accessories and packaging on demand by Mswipe.
MODIFICATION OF THESE TERMS AND CONDITIONS
1. Mswipe may, in its sole and absolute discretion, without consent of the Merchant, change these Terms and Conditions from time to time. Mswipe will post such changes on the website and / or the mobile app. Merchant agrees and acknowledges that if the Merchant objects to any such changes, its sole recourse shall be to cease using Mswipe Products, products, websites, Features, and/or the Support Services. Continued use of Mswipe Products, products, website and/or the Support Services following notice of any such changes shall indicate its acknowledgement of such changes and agreement to be bound by the Terms and Conditions of such changes. Certain provisions of these Terms and Conditions may be superseded by expressly-designated legal notices or terms located on particular pages of Mswipe websites, application and/or be communicated to the Merchant through any other means as per these Terms and Conditions and, in such circumstances, the expressly designated legal notice or term shall be deemed to be incorporated into these Terms and Conditions and supersede the provision(s) of these Terms and Conditions that are designated as being superseded.

GRIEVANCE REDRESSAL MECHANISM

The Merchant may contact Mswipe with any enquiry relating to these Terms and Condition, Chargebacks or auto reversal for failed card/UPI transactions for which we have received excess settlement or any other issue. The issues can be raised through the following channels.

Contact us on Toll Free Number 1800 1022 699 (Monday - Sunday: 9:00 AM to 10:00 PM IST) (Customer needs to enter the registered mobile number on IVR).
Write an email to helpdesk@mswipe.com via registered email id (Monday - Sunday: 9:00 AM to 07:00 PM IST) (Merchant can use registered email ID. If the same is unavailable, they can provide any one detail - Device ID, TID, Customer code, or Mobile number in mail subject)
WhatsApp Contact- Initiate contact with our Customer Support on WhatsApp by sending a message containing ‘Hi’ to the WhatsApp number +919820522699. If contacted from an unregistered number, the WhatsApp BOT will request a registered number to proceed.
Mswipe Merchant Application: Use the "Contact Us" feature which includes toll-free / WhatsApp and email support.
Social media – Via direct messages or posts on Mswipe’s official Twitter, Facebook, Instagram, LinkedIn, YouTube, Google Business, iOS App store & Google Play store handles.

Further, the Turn Around Time of responding to the issues is as follows.

Issue Type	Turn-around Time
Auto reversal for Failed card/UPI transactions for which we have received excess settlements.	T + 5 Days
Chargebacks	T + 120 Days (Max time frame)
All other issues	T + 7 Days

Escalation of grievances
Mswipe has a four-tier escalation mechanism for customer grievances, as given below:
i) Level 1: Mswipe merchant app / WhatsApp/IVR (TFN)Helpdesk / Email.(applicable only to merchants)
ii) Level 2: Grievance Redressal Officer (GRO) (applicable to merchants and customers)
iii) Level 3: Principal Nodal Officer (PNO). (applicable to merchants and customers)
iv) Level 4: Ombudsmen for Digital Transactions. (applicable to merchants and customers)

Level 1 - Mswipe will acknowledge all formal complaints (including complaints lodged through electronic means) within three working days and work to resolve it within a reasonable period, not exceeding 30 days. The 30-day period will be reckoned after all the necessary information sought from the merchant and customer is received.

Level 2 - If a merchant is not satisfied with the resolution provided through various channels, merchant can escalate the issues to the Grievance Redressal Officer mentioning the Ticket Number or any specific detail for a resolution. Grievance Redressal Officer shall endeavor to respond to each complaint within 15 days from the date of receipt of the complaint.

Level 3 - If a merchant or customer is not satisfied with the resolution provided by the GRO, they can further escalate the issues to the Principal Nodal Officer (PNO) mentioning the Ticket Number or any specific detail for a resolution within a period of 15 (fifteen) days.

Level 4 - If the issue remains unresolved within 30 days , the merchant and customer may approach Reserve Bank of India under the Integrated Ombudsman Scheme, 2021 through the following methods:

i) Complaint can be made online on the portal https://cms.rbi.org.in
ii) Physical complaint (letter/post)’ under the Scheme to

Centralised Receipt and Processing Centre,
4th Floor, Reserve Bank of India,
Sector -17, Central Vista,
Chandigarh - 160017.

PART A

TERMS AND CONDITIONS APPLICABLE FOR POS TRANSACTIONS

The following terms and conditions shall be applicable for Merchant availing point of sale terminals/equipment from Mswipe for processing payments through Valid Mode. Merchant shall comply with the PCI-DSS standards.

INSTALLATION AND THE USE OF THE EQUIPMENT
1. The Merchant shall use the Equipment, Other Equipment or the Features exclusively for the transactions with Customer during the term of the arrangement between the Merchant and Mswipe.
2. Mswipe shall be entitled to charge the Merchant for the costs of the Equipment and/or the costs of repairing the Equipment(s) in the event the Equipment(s) is/are damaged or is/are used in an improper manner by the Merchant.
3. The Merchant shall not permit any third party to perform any maintenance services on the Equipment(s) or effect modification or enhancement or software/engineering changes to the Equipment(s) without the prior written consent of Mswipe.
4. The Merchant shall not (i) sell, assign, loan, time share, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Equipment or Feature or any encumbrance on the Equipment to be created; (ii) remove, conceal or alter any markings, tags or plates attached to the Equipment or part of it; (iii) disallow Mswipe's right to access, repossess or dispose of the Equipment pursuant to these Terms and Conditions; or (iv) otherwise to be encumbered in any way whatsoever.
5. The Merchant shall not: (a) permit any third party to access using the Merchant’s user account (other than such Merchant’s employees); (b) interfere with, disrupt, alter, translate, or modify the Features or any part thereof, or create an undue burden on the Features and/or Mswipe networks; (d) reverse engineer, decompile, disassemble, or (e) introduce software or automated agents or scripts to any Feature so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Feature or Mswipe’s servers.
6. The loss or damage arising out of negligence, or misuse of the Equipment and / or default in payment due to any reason whatsoever shall be recovered by Mswipe from the Merchant in the following manner:
  • Wisepad: INR 4,500/-;
  • Wisepad G2: INR 6,000/-;
  • Wisepos (with bar code): INR 16,000/-;
  • Wisepos (without bar code): INR 14,000/-;
  • Soundbox: INR 2,000/-
  All the above amounts shall be exclusive of Taxes and the Merchant shall be liable to pay the above amounts plus all applicable Taxes thereon.
7. Notwithstanding anything to the contrary, Mswipe may modify the list of Equipment as stated in Clause 1.6 including upon introduction of any new model of Equipment and shall fix the price of the same at its sole discretion which shall be payable by the Merchant in accordance with Clause 1.6 in respect of such Equipment.
8. The Merchant shall permit the authorized representatives of Mswipe or Mswipe's authorized agent to carry out physical inspections of the Equipment (or possession of the Equipment in case of termination of the arrangement between Mswipe and the Merchant) during business hours, with or without prior notice.
9. Mswipe may seek enhancement of the Equipment for provision of additional services using the Equipment. The Merchant shall allow Mswipe or Mswipe's agent to undertake such enhancements and facilitate and provide such services.
10. The Merchant shall make timely payment of the various charges only to the authorized representatives of Mswipe.
11. The Merchant shall ensure that it displays on the Merchant's premises such notices, disclaimers, warranties and indemnities as Mswipe may require from time to time in this regard. The Merchant shall at all times display on such conspicuous place a notice stating that ‘CARDS ARE ACCEPTED HERE’ as may be provided by Mswipe from time to time.
12. The Merchant shall adopt appropriate measures of privacy, which measures should clearly ensure that the privacy of its Customers is protected, and no information given by such Customers shall be utilized in any manner whatsoever which could directly or indirectly result in any harm to the Customers, or which would constitute a breach of such privacy.
13. The Merchant hereby undertakes and agrees:
  1. Not to describe itself as an agent, representative, partner or employee of Mswipe or Facility Providers and to ensure that its products are at all times, be marketed and/or distributed as the products marketed / sold by the Merchants. It shall also take all necessary steps and/or precautions to ensure that the products are not mistaken or misrepresented as being associated with, being sold by, marketed by or being offered for sale by Mswipe or Facility Providers in respect of the Support Services and any ancillary matter and neither of these entities nor Mswipe shall bear any liability in this regard.
  2. Not to make any representations to its Customers or any third party or give any warranties which may require Mswipe or Facility Providers to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to Customers or any third party.
AUTHORIZATION
1. Merchant must obtain an Authorization for each and every charge incurred by the Card Member/ Customer and shall not deliver the goods or services until Authorization in respect of charges can be obtained by swiping or dipping the Valid Card and validating the transaction by the Customer providing their unique personal identification number (PIN) or such other details as may be necessary under Applicable Law or required by Mswipe from time to time using the Equipment or through Other Mode by validating the transaction by the Customer in the manner prescribed by Mswipe from time to time for using the Other Mode.
2. If the Merchant accepts charges without prior Authorization, Mswipe will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.
3. In the event of the Valid Card being an international card or card issued by American Express, the Merchant shall accept the charges only upon presentment of a valid identity proof of the Card Member/ Customer and shall require the Card Member/ Customer to submit a copy of the same before Authorization of the charges.
4. Splitting of charges into two (2) or more Transaction Receipts will not be acceptable to Mswipe.
5. Mswipe reserves the right to refuse the charges if an Authorization is declined. Any Authorization given through the Equipment will be at Mswipe’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
6. In case of any disputes regarding Authorizations given by Mswipe regarding any details pertaining thereto (whether as to card number, expiry date of a Valid Card, amount, date and the time of charges, time at which Authorization is given or otherwise whatsoever), the decision of Mswipe to grant or refuse Authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
7. Merchant shall be responsible for verification of Card Member/ Customer including the validity of the Card, identity of the person transacting with the photograph on the Valid Card (in case of photo Valid Card), ensuring that the Card Member/ Customer has signed on the signature strip of the Valid Cars and verifying the signature on back panel of Valid Card with the signature of the said Card Member/ Customer on the Transaction Receipt wherever applicable. In the event of mismatch of credentials, Merchant shall follow procedure as laid down by Mswipe from time to time.
8. The Merchant shall not process or deposit transactions with Mswipe for or on behalf of any third party. The Merchant will also not give cash advance by showing the transaction as a sale transaction. The Merchant shall not accept payment from a Cardholder/ Customer to re-finance an existing debt.
9. Mswipe reserves the right to discontinue the Support Service and/or terminate this Application or terminate the right to use the Equipment granted to the Merchant on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
10. The Merchant shall refrain from indulging in any practice whereby the Merchant refuses to accept a Valid Mode for payment.
SETTLEMENT AND PAYMENT OF TRANSACTION AMOUNT
1. Merchant shall provide true, correct and accurate know your customer (KYC) details at the time of onboarding to Mswipe and shall keep Mswipe informed about any changes thereto. Further the Merchant shall provide the bank account details to Mswipe to enable Mswipe to settle the funds to the Merchant account. Mswipe shall not be responsible for any error or non-settlement of funds due to incorrect details provided by the Merchant.
2. Subject to these Terms and Conditions, Mswipe undertakes to settle all the successful Transaction in the Merchant Account on a T+1 Business Days basis, excluding holdback, Chargeback, as prescribed under the Guidelines on Payment Aggregator and the Payment Gateway. The Merchant agrees that the Settlement of Transaction Amount shall be done after deduction of charges due from the Merchant to Mswipe including but not limited to MDR, chargeback, Product rental, refunds, etc.
3. Where Mswipe has reason to believe that any charges have been fraudulently incurred or charged either on a Valid Mode or a counterfeit card or where Mswipe has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), Mswipe shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
4. Provided that if Mswipe determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, Mswipe shall release such withheld payment.
5. Provided further that if Mswipe determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, Mswipe shall be entitled not to pay the same at all to the Merchant and or deduct such amounts from any Transaction Amounts payable to the Merchant and the Merchant undertakes not to raise any claims thereto.
6. If Mswipe suspects, on reasonable ground and in its sole and exclusive opinion, that the Merchant has been negligent, or has committed a breach of these Terms and Conditions or act/s of dishonesty or fraud against Mswipe or any Cardholder/ Customer, Mswipe shall be entitled to suspend all payments under these Terms and Conditions to the Merchant pending enquiries by Mswipe and resolution of the same to Mswipe's satisfaction. All payments so suspended may be retained by Mswipe until such Transaction is/ are legitimate and no longer liable to be subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.
7. Net payments after deducting the fees, MDR or any other amount recoverable from the Merchant, Mswipe shall make payment to the Merchant account directly.
8. In the event of a Customer making a purchase by a Valid Mode and the customer or the bank associated with Mswipe with whom the Customer has taken the Valid Card or the account with respect to which the Other Mode is linked to raises any dispute whatsoever Mswipe shall forthwith inform the Merchant of the same and the Merchant shall be obliged, forthwith, to refund all such amounts received without any demur or protest whatsoever. Mswipe shall, without prejudice to its other rights, be entitled to debit the payment to be made to the Merchant and/or from any other account of the Merchant with Mswipe and/or shall also be entitled to set-off the same from any amounts due to the Merchant by Mswipe and make a corresponding credit to the Customer's Valid Card or account, as the case may be. If the dispute raised by the Customer is decided, to the satisfaction of Mswipe or Facility Providers, in favour of the Merchant, such payment shall be forthwith returned to the Merchant without any interest after the monies have been recovered from the Customer. Mswipe or Facility Providers shall not be liable for any delay in returning the payment to the Merchant and shall be absolved from all liabilities thereon.
9. In the event of a Customer making a purchase by a Valid Mode and requesting Facility Providers for a refund on any grounds whatsoever, or in the event of the Customer raising any dispute in respect of Mswipe Products whatsoever, Mswipe shall forthwith inform the Merchant of the same and shall cause and the Merchant shall be obliged to, forthwith, refund all such amounts to Mswipe and such refund shall be made in a period of not more than 5 (five) days. If the Merchant and the Customer are unable to arrive at a satisfactory resolution of the problem within a period of 10 (ten) days thereafter, Mswipe shall be entitled to cause a direct credit to the disputing Customer's account for the disputed amount by debiting the Merchant's account. Such a debit to the Merchant's account and the direct credit to the disputing Customer's account shall not be disputed by the Merchant in any manner whatsoever. In the event of the Customer and the Merchant arriving at a settlement within the said 10 (ten) days period, Mswipe shall cause to deal with the said moneys in accordance with the terms of the settlement. Mswipe or Facility Providers shall not be liable to any Customer and the Merchant shall indemnify and keep indemnified Mswipe and Facility Providers against any claims, damages, liabilities, costs, expenses, legal fees suffered by Mswipe and Facility Providers.
MERCHANT DISCOUNT RATE [MDR] AND TRANSACTION RECEIPT PRESENTMENT
1. In consideration of the transaction processing services the Merchant agrees to pay to Mswipe, the Merchant Discount Rate as mentioned in the Application and any further charges as detailed in the Application and or these Terms and Conditions, which shall be deducted by Mswipe from the amounts payable to the Merchant in respect of a Transaction Amount. The Merchant hereby acknowledges that the MDR and other charges are determined as per the rules set by Reserve Bank of India and/ or the Facility Provider, and the Merchant agrees that Mswipe may revise or charge additional MDR or other charges in case of any change in rules or regulations by the relevant authorities or Facility Provider. The Merchant hereby agrees and consents to such revised MDR and other charges as may be intimated by Mswipe in the manner as provided in these terms and conditions and continued use of Mswipe Product shall be deemed to be acceptance of such revised MDR or charges by the Merchant.
2. If any extra credit is given by the Merchant to the Cardholder/ Customer without prior approval of Mswipe, the Merchant shall do so at its own risk and responsibility. In such case the entire transaction would be treated as void and Mswipe will reject payment of the same.
3. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other Taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant. For the purpose of this Schedule the term “Merchant Discount Rate” or “MDR” shall mean with respect to each Transaction Amount a percentage thereof as specified in the Application. Provided however that the Merchant Discount Rate may be revised from time to time as per the revisions made by RBI and the Facility Providers.
PRESENTMENT OF TRANSACTIONS AND REFUNDS
1. The Merchant agrees to inform the Cardholder/ Customer about its credit refund policy clearly mentioning the same in bill invoice and/ or on the website.
2. If in respect of any transaction, any goods/ services are not received as described, by the Cardholder/ Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Cardholder/ Customer or price adjustment is allowed, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
3. In the event of a refund to a Cardholder/ Customer, the Merchant shall not make a cash refund to the Cardholder/ Customer. The Merchant must a refund request in the manner as specified by Mswipe from time to time. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on a card account. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Cardholder(s)/ Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
4. The Merchant acknowledges that refunds shall not be processed by Mswipe after a period of 180 (One Hundred and Eighty) days from the date of transaction.
5. The Merchant further agrees and acknowledges that, in case of any refund or Chargeback, the MDR charged by Mswipe shall not be refunded to the Merchant or the Cardholder/Customer.
6. In situations where there is a time gap between the sale date and the refund date, which causes a currency translation difference for transactions on foreign cards, Mswipe will have the right to recover the equivalent INR amount pertaining to such foreign exchange currency translation differences from the Merchant, for the purpose of crediting the same to the Cardholder's/ Customer’s account.
7. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with Mswipe and the Facility Providers:
8. That the Merchant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Merchant for cash;
9. That no other Transaction Receipt or invoice or information shall be issued or presented in respect of the Goods and/ or Services to which the transaction information relates;
10. That the provision of credit for the supply of Goods and/ or Services to which the transaction information relates is not unlawful;
11. That the transaction information relates to a Valid Charge and that the Merchant has complied with these Terms and Conditions; and
12. Neither the receipt by Mswipe of any transaction information nor any payment by or any act of omission by Mswipe (other than an express written acknowledgement or waiver thereof by Mswipe) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in this Application.
CHARGEBACK
1. The Merchant undertakes that any charges accepted by Mswipe, which prove to be uncollectable and or are Chargebacks, shall be the exclusive financial responsibility of the Merchant. The Merchant undertakes to pay such uncollectible charges and or Chargebacks (including any processing fees or any other fees incurred by Mswipe in respect of such uncollectible charges and/or Chargebacks) without any demur or protest.
2. Merchants shall be solely responsible for handling any Chargebacks claims raised by the Customer for any fraudulent or disputed Transaction.
3. Merchant shall at all times provide access to all the Chargeback and fraudulent transaction reports and any other documents as may be required by Mswipe.
4. Merchant shall bear all the losses relating to this business including but not limited to penalties levied on Chargebacks, fraudulent Transaction by the regulators, law enforcement and any other agency under Applicable Law.
FEATURES
1. ATMLE
  1. The Merchant may avail the ‘ATMLE’ feature offered by Mswipe by paying an annual activation fee as may be prescribed by Mswipe from time to time. By availing ‘ATMLE’, the Merchant shall be entitled to provide the cash@POS service to its Customers in accordance with these terms and conditions.
  2. The Merchant shall be entitled to receive fixed commission for each ATMLE transaction which shall be credited to the Merchant along with the Valid Charges.
  3. The Merchant undertakes to use the ‘ATMLE’ services for its Customers only and shall not take undue advantage of the feature by swiping or dipping their own or their relatives Valid Cards.
  4. The Merchant agrees and understands that all ‘ATMLE’ transactions shall be subject to the Applicable Laws and shall be undertaken in accordance with the RBI guidelines as may be applicable.
  5. Mswipe reserves the right to impose limitation on the number of transactions or amounts that can be withdrawn through ATMLE using a particular Valid Card or on the Equipment.
  6. The Merchant agrees and undertakes to collect all such documents from the Customers availing the cash@POS services as may be notified by Mswipe from time to time.
2. ATMExpress
  1. The Merchant may avail the ‘ATMExpress’ feature offered by Mswipe by availing the Equipment as may be made available by Mswipe from time to time and by paying an annual activation fee as may be prescribed by Mswipe from time to time. By availing ATMExpress, the Merchant shall be entitled to provide cash withdrawal services against Valid Charge created by the Customers in accordance with these terms and conditions.
  2. The Merchant shall be entitled to receive fixed commission for each ATMExpress transaction which shall be credited to the Merchant along with the Valid Charges.
  3. The Merchant undertakes to use the ATMExpress services for its Customers only and shall not take undue advantage of the feature by swiping or dipping their own or their relatives Valid Cards.
  4. The Merchant agrees and understands that all ATMExpress transactions shall be subject to the Applicable Laws and shall be undertaken in accordance with the RBI guidelines as may be applicable.
  5. Mswipe reserves the right to impose limitation on the number of transactions or amounts that can be withdrawn through ATMExpress using a particular Valid Card or on the Equipment.
3. CAAT
  1. The Merchant may avail the credit against authorised transactions (“CAAT”) feature offered by Mswipe wherein the Valid Charges for all authorised transactions shall be credited to the Merchants account, except under circumstances beyond the reasonable control of Mswipe. The Merchant agrees to pay a premium TDR as may be prescribed by Mswipe from time to time on each transaction for availing the CAAT feature.
  2. The Merchant agrees and understands that for availing the CAAT feature the Merchant’s right to void or cancel any transaction shall be suspended.
4. MVENTRY
  1. Mswipe may offer an inventory management platform ‘Mventry’ to its Merchants through which the Merchants can manage inventory, invoices, payments, customers, etc.
  2. Merchant may register itself on the Mventry platform by paying a one-time installation fees and a monthly subscription fee, as may be notified by Mswipe from time to time.
  3. Upon installation, Mswipe shall provide the Merchant login details for accessing the Mventry. Merchant agrees and understands that Mswipe is only a platform provider, and the Merchant shall at all times be responsible and liable for the inventory data, pricing details and other such details provided by the Merchant on Mventry.
  4. The Merchant understands that the performance of Mventry is dependent on the data provided by the Merchant and shall ensure that the data provided on Mventry is updated on a regular basis.
5. POS EMI
  1. The Merchant undertakes to facilitate disbursement of pre-approved loan amounts from lenders enlisted with Mswipe to Customers through Mswipe Systems in accordance with the term of these Terms and Conditions (“POS EMI”).
  2. The Customer may request disbursement from lender through Mswipe System for purchase of Goods and Services from the Merchant and the Merchant shall initiate the processing of the POS EMI request in the manner as intimated by Mswipe from time to time. However, the Merchant shall deliver its Goods and Services only upon receipt of Authorization by the lender through Mswipe System.
  3. Upon Authorization, of all EMI POS transactions shall be presented and settled in accordance with terms of these Terms and Conditions.
  4. For the purpose of POS EMI transactions, “Valid Charges” shall mean a charge within the amount authorized by the lender, which is charged to the Customer on a Transaction Receipt in the form and manner prescribed by Mswipe.
  5. The Merchant agrees and acknowledges that Mswipe shall be entitled to deduct MDR for POS EMI transactions as may be notified by Mswipe from time to time.
  6. It is hereby clarified that Mswipe is only facilitating disbursement of pre-approved loans from the lender to the Customer. The Merchant shall be solely responsible for settling and/or processing any refund claim that may be raised by Customer relating to POS EMI transactions.

PART B

TERMS AND CONDITIONS APPLICABLE FOR MSWIPE GATEWAY SERVICES TRANSACTION

Mswipe Gateway Services shall mean provision of online payment gateway connectivity enabling the Customers to make payment through Merchant Website. For availing Mswipe Gateway Services, the Merchant shall ensure that their website or application (“Website”) is compliant with the PA-DSS Standards. The following terms and conditions shall be applicable to Merchant availing Mswipe Payment Gateway.

MSWIPE GATEWAY
It means and includes the software, applications and systems of Mswipe and or its service providers through which a Valid Charge and payment of the Valid Charge to the Merchant is processed. In case of Mswipe Gateway, Merchant agrees to integrate the Merchant Website with Mswipe Gateway.
PAY BY LINK
1. The Merchant may avail the “Pay by Link” feature provided by Mswipe wherein the Merchant may generate a payment link for collecting /receiving payment from the Customer for the purchase of goods and services undertaken by such Customer at the Merchant’s establishment/ from the Merchant.
2. For generating a payment link through ‘Pay by Link’ feature, the Merchant will have to initiate a request for receiving payment by providing required information/ details which may include but is not limited to name of the Customer, mobile number and email of the Customer, validity period of the payment link, invoice number.
3. Upon generation and receipt of the payment link by the Customer, the Merchant shall ensure that the Customer makes payment through any of the Valid Modes supported by the payment link.
4. The Merchant agrees and acknowledges that ‘Pay by Link’ is only facilitating payment for transaction wherein the payment may be made by any of the Valid Modes. For avoidance of doubt, any transaction undertaken through ‘Pay by Link’ feature will be deemed as a transaction undertaken through a Valid Mode and the presentment, authorization and settlement of such transaction will be subject to this Part B of these Terms and Conditions.
INTERNET BANKING
It shall mean the facilities that are offered online to the Merchants to use the banking services over the internet (“Internet Banking”). It allows the Customer to access their bank account for securely performing the banking activities. In case of Internet Banking, the Merchant agrees to integrate the Merchant Website with Internet Banking in the manner as provided by Mswipe. Mswipe may charge such fees for integration as may be notified by Mswipe.
Under Part B of these Terms and Conditions, Mswipe Gateway, Pay by Link and Internet Banking Services shall collectively be referred to as “Mswipe Gateway Services”
MERCHANT REPRESENTATION WARRANTIES AND COVENANATS
1. The Merchant shall use Mswipe Gateway Services only for the Merchant’s Website as registered with Mswipe and for no other site/s. The Merchant shall use Mswipe Gateway Services only for Goods and Services mentioned in approved by Mswipe and for no other Goods or Services. In case of any deviation from the services without prior written approval of Mswipe, the Merchant undertakes to abide by the decisions of Mswipe including suspension of the pay out or refund to Customer or termination of Mswipe’s services, at Mswipe’s sole and absolute discretion which shall be final and binding on the Merchant.
2. Merchant's Website shall be uninterrupted or free from errors virus or other malicious, destructive or corrupting code, program and shall ensure that there is a smooth integration between Merchant Website and Mswipe Gateway Services.
3. Merchant shall provide true, correct and accurate know your customer (KYC) details at the time of onboarding to Mswipe and shall keep Mswipe informed about any changes thereto.
4. Merchant shall ensure that the Merchant Website is maintained as per the instructions of Mswipe and the same are in compliance with the Applicable Laws and the PCI- DSS and PA-DSS standards or any other relevant standards as may be prescribed from time to time.
5. Merchant shall ensure that Merchant Website shall not store Customer’s card data or any other payment data which is not necessary for the transaction.
6. Merchant shall ensure that the Merchant Website does not violate third party Intellectual Property Rights or proprietary rights.
7. Merchant shall only upload true and accurate information on the Merchant Website, and in case of any inaccurate or untrue or incomplete information uploaded on the Merchant Site, Merchant shall take pro-active steps resolve issues.
8. Merchant shall keep updated on its Merchant Website all the policies including but not limited to privacy policy, refund and return policies, chargeback policy customer grievance redressal (including turnaround time for resolving queries), and other terms and conditions pertaining to the Products and Services of the Merchant.
9. Merchant to not submit for payment, any transaction they know or ought to have known is illegal or misuse Mswipe Products for illegal gains.
10. Merchant shall use the Merchant’s services and other facilities offered on the Merchant Website only for the Merchant Website. Merchant shall use the Mswipe Gateway Services only for selling/ providing the Products and Services for no other Products or Services. In case of any deviation from the Services without prior written approval of Mswipe, Merchant agree to be abiding by the decisions of Mswipe including suspension of the pay out or refund to Customer or termination of Mswipe Gateway Services to such defaulting Merchant.
11. Merchant to prominently and unequivocally inform a Customer of the identity of the Merchant, which will enable the Customer to distinguish the Merchant from any other third party and will ensure that its website:- (i) prominently displays the name of the Merchant; (ii) prominently identifies the name of the Merchant as displayed on the website and as the name that will appear on the Customer’s statement and (iii) display the Merchant name and information as prominently as any other information depicted on the website, other than the images of the products or the services being offered.
12. The Merchant shall take all precautions as may be directed by Mswipe and/or the Facility Providers to ensure that there is no breach of security and that the integrity of the link between the Merchant’s Platform and Mswipe Products is maintained at all times. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this Clause, the loss shall be to the account of the Merchant and the Merchant shall indemnify and keep indemnified Mswipe and the Facility Providers from any loss as may be caused in this regard.
13. The Merchant represent and warrant to Mswipe that: (a) Merchant is duly organized, validly existing and in good standing under the laws of the territory in which its business is registered; (b) Merchant has all requisite license, registrations, right, power and authority in full force to avail Mswipe Products and perform its obligations and grant the rights, licenses and Authorizations hereunder; and (c) Merchant and its subcontractors, agents and suppliers will comply with all Applicable Laws in the performance of its obligations and exercise of the rights under these Terms and Conditions. Merchant authorizes Mswipe to obtain and verify, and to continue to obtain and verify any information submitted by Merchant any relevant information regarding principals, partners, officers or other authorised representatives of the Merchant and any other individuals listed by Merchant, and Mswipe may use such information as necessary during the course of providing Mswipe Products contemplated hereunder as well as for Mswipe to share such information with the Facility Providers, its affiliates or as otherwise allowed by Applicable Laws.
AUTHORIZATION
1. Merchant must obtain an Authorization through Mswipe Gateway Services for each, and every charge incurred by the Customer. Authorization in respect of charges can be obtained by any Valid Mode by providing such details as may be required by Mswipe from time to time.
2. Mswipe and its Facility Provider reserves the right to refuse any charges prior to Authorisation in the following events:
  1. The Transaction is for any reason unlawful, unenforceable, doubtful or erroneous.
  2. Any information presented electronically to Mswipe through the Merchant’s Website in respect of the Transaction is not received in accordance with Mswipe requirements as communicated from time to time.
  3. Any Transaction made through a card outside the territory authorised for the use of the card.
  4. Any Transaction cancelled due to very high-risk score discovered by the use of Mswipe fraud mitigations tools.
  5. The transaction not having obtained a necessary Authorisation/Authentication from the Facility Providers as required to be obtained.
  6. The Customer’s name or account number or any other necessary details is found to be omitted, incorrect or incomplete.
  7. Mswipe is of the opinion that there are suspicious circumstances surrounding the transaction.
  8. If the transaction was not made in accordance with Mswipe Gateway Services requirements for processing such transaction.
  9. Any Authorization given through Mswipe Gateway Services will be at Mswipe and/or its Facility Provider’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
  10. In case of any disputes regarding Authorizations given by Mswipe and/or its Facility Provider regarding any details pertaining thereto the decision of Mswipe and /or its Facility Provider to grant or refuse Authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
  11. Mswipe reserves the right to discontinue Mswipe Gateway Services and/or terminate these Terms and Conditions on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
TRANSACTION HANDLING
1. The Merchant in handling transaction(s) via the Merchant’s platform and Mswipe Gateway Services must ensure that the extraction of data from the Valid Mode must be in the manner specified by Mswipe (this may vary from time to time, but Mswipe will give prior notice of variation to the Merchant).
2. Deliver to the Customer a bill mentioning the Transaction Amount received from the Customer through Mswipe Gateway Services.
3. The Merchant understands and acknowledges that the Facility Providers reserve the right to impose limits on the number of transactions undertaken using a particular Valid Mode and the value of a single transaction during any time period and reserves the right to refuse to make payments to the Merchant in respect of transactions exceeding such limit. Mswipe also reserves the right to fix a daily merchant limit (i.e. the amount beyond which the Valid Mode cannot be accepted in a day on Mswipe Gateway Services) or such other limits as may be specified by Mswipe from time to time.
4. In the event the Merchant fails to deliver Goods or Services to the Customer within the Delivery due date or failing to give credit to the Customers for the payment amount and the Customer makes a complaint to Mswipe or Facility Providers, the Merchant shall fulfil its obligations promptly or refund the transaction amounts to the Customer. The Merchant shall be responsible for any loss or claims pertaining to such transactions.
5. Unless otherwise permitted by Applicable Law or Mswipe, the Merchant shall not require any Customer to pay any surcharge, to pay any part of the TDR, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the Transaction in which a Valid Mode is used.
TRANSACTION DISCOUNT RATE
1. In consideration of the Mswipe Gateway Services, Merchant shall pay one-time integration fees and TDR on each transaction, which will be determined in accordance with Applicable Laws or as mutually agreed with the respective Facility Provider. The Merchant hereby acknowledges that the TDR and other charges are determined as per the rules set by Reserve Bank of India and the Facility Provider, and the Merchant agrees that Mswipe may revise or charge additional TDR or other charges in case of change in rules or regulations by the relevant authorities or Facility Provider. Merchant hereby agrees and consents to such revised TDR and charges as may be intimated by Mswipe in the manner as provided in these Terms and Conditions and continued use of Mswipe Products shall be deemed to be acceptance of such revised TDR or charges by the Merchant.
2. If any extra credit is given by the Merchant to the Cardholder/ Customer without prior approval of Mswipe, the Merchant shall do so at its own risk and responsibility. In such case the entire transaction would be treated as void and Mswipe will reject payment of the same.
3. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other Taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant.
WARRANTY DISCLAIMER
1. Mswipe specifically does not make any representation or provide any warranty and/or condition that the operation of Mswipe Products will be wholly error free or wholly uninterrupted, that Mswipe Products will operate on any and all hardware platforms or in any and all combinations which may be selected for use by Merchant or with any and all non-licensor software used by Merchant.
2. Without prejudice to any other provisions of these Terms and Conditions, Mswipe, and the Facility Providers shall not be liable to Mswipe or Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with Mswipe’s site and services, and the Facility Provider’s facilities and/or these Terms and Conditions.
VIRUSES
Mswipe warrants to Merchant that Mswipe Products delivered to Merchant under these Terms and Conditions will, at the time of delivery to the Merchant, be free of any virus, worm, trojan horse or other software routine, device or component designed to erase, corrupt or otherwise harm Mswipe Products or Merchant’s Data. The term “Viruses” does not include any software routines, devices or components designed to permit Mswipe to obtain reasonable access to Merchant’s computer system for purposes of fulfilling its obligations in terms of these Terms and Conditions including but not limited to maintenance and system configuration or to monitor and/or enforce Merchant’s compliance with its obligations under these Terms and Conditions. As part of the deployment of Mswipe Gateway Services or any update or upgrade thereto, Mswipe shall issue a deployment notice with respect to Mswipe Gateway Services, or any update deployed pursuant to these Terms and Conditions which will contain a statement with respect to virus scan of Mswipe Gateway Services or any update or upgrade conducted by Mswipe. Mswipe’s entire liability and Merchant’s sole remedy against Mswipe, for each breach of the warranty contained in this Clause shall be limited to requiring Mswipe to deliver a replacement copy of Mswipe Gateway Services to Merchant free of Viruses.
PRESENTMENT OF TRANSACTIONS AND PAYMENT OF TRANSACTION AMOUNT
1. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with Mswipe and the Facility Providers:
  1. that the Merchant has supplied or caused to be supplied, the Goods/ and or Services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such Goods and/ or Service are supplied by the Merchant for cash;
  2. that no other Transaction Receipt or invoice or information shall be issued or presented in respect of the Goods and/ or Services to which the transaction information relates;
  3. that the supply of Goods and/ or Services to which the transaction information relates is not unlawful or does not relate to any Goods or Services prohibited or banned;
  4. that the transaction information relates to a Valid Charge and that the Merchant has complied with these Terms and Conditions.
  5. Neither the receipt by Mswipe of any transaction information nor any payment by or any act of omission by Mswipe (other than an express written acknowledgement or waiver thereof by Mswipe) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in these Terms and Conditions.
  6. The Merchant shall be responsible for the Delivery of the Goods/ Services to the Customer.
  7. After the delivery of Goods/Services to the Customer, Merchant shall keep Mswipe informed about the delivery of the Goods/Services and, Mswipe shall pay to the Merchant, Valid Charges specified in the Transaction Receipt on a Td + 1 Business Day, except under circumstances beyond the reasonable control of Mswipe. For the purpose of this Clause, ‘T’ shall mean the date of confirmation of the Delivery to the Customer that shall be communicated to Mswipe. Payment of such charges by Mswipe is not to be construed or deemed to mean that the charges involved are Valid Charges. Mswipe reserves the right to change the settlement timelines pursuant to any change in Applicable Laws or due to any requirement from the Facility Providers.
  8. The TDR and the payment schedule may be revised by the Service Provider in accordance with the regulatory policies) or as agreed between Mswipe and the Merchant from time to time.The Merchant hereby agrees and consents to such revised TDR and charges as may be intimated by Mswipe in the manner as provided in these terms and conditions and continued use of Mswipe Product shall be deemed to be acceptance of such revised TDR or charges by the Merchant
  9. Mswipe will be entitled, at any time to set-off and adjust outstanding of the Merchant, against all payments due to the Merchant and such set-off and/or adjustments shall be final and binding on the Merchant.
  10. Where Mswipe has reason to believe that any charges have been fraudulently incurred or charged on a Valid Mode, Mswipe has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), Mswipe shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
  11. Provided that if Mswipe determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, Mswipe shall release such withheld payment.
  12. Provided further that if Mswipe determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, Mswipe shall be entitled not to pay the same at all to the Merchant and or deduct such amounts from any Transaction Amounts payable to the Merchant and the Merchant undertakes not to raise any claims thereto.
  13. If Mswipe suspects, on reasonable ground and in its sole and exclusive opinion, that the Merchant has been negligent, or has committed a breach of these or act/s of dishonesty or fraud against Mswipe or any Cardholder/ Customer, Mswipe shall be entitled to suspend, all payments under these Terms and Conditions to the Merchant pending enquiries by Mswipe and resolution of the same to Mswipe's satisfaction. All payments so suspended may be retained by Mswipe until such Transaction is/ are legitimate and no longer liable to be subject of a Chargeback. No interest shall accrue in respect of any such amount that is so withheld.
  14. The Merchant hereby acknowledges that it may enter into credit facility with various lenders whereby the repayment of loans shall be routed through Mswipe. The Merchant hereby unconditionally authorises Mswipe to deduct all such amounts as may be agreed between the Merchant and the lender from the net payments to be paid by Mswipe to the Merchant.
  15. Net payments after deducting the fees, TDR or any other amount payable by the Merchant to Mswipe shall be made to the Merchant by Mswipe directly into the respective account of the Merchant or by cheques.
  16. Rejection of Payment: Mswipe and the Facility Providers may reject payment in respect of any Transaction including but not limited for the following reasons:
    1. The Merchant has not obtained a necessary authorisation or Mswipe, the Facility Providers and the Acquiring Banks are entitled to reject payment in terms of these Terms and Conditions;
    2. Any Transaction which the Customer refuses to pay because the product / services provided by the Merchant to the Customer was not as promised or was defective or was not delivered;
    3. The issuing bank advises that the Valid Mode details does not match any number on file;
    4. Payment in respect of the Transaction or the relevant instalment of the purchase price has already been made;
    5. The order for purchase of goods or service was not confirmed by the Merchant within 3 (Three) calendar days from the date the order was placed;
    6. Any charge/ debit, which is a suspect charge/debit or is thought to be irregular or fraudulent in nature by Mswipe, facility Provider, in its sole opinion and assessment;
    7. Any charge/debit arising out of any hacking, breach of security or encryption (if any) attributable to the Merchant due to the manner in which the Merchant handled the Customer Information or Cardholder/ transaction details.
  17. Mswipe and the Facility Providers is entitled to reject payments in respect of any Transaction or demand a refund, Mswipe shall be entitled to set off and deduct from any payment due to the Merchant, and in doing so Mswipe may:-
    1. debit the Merchant’s account held with Mswipe, forthwith; and/or;
    2. deduct the outstanding amount from subsequent credits to the Merchant’s account, and/or;
    3. if there are insufficient funds available in the Merchant’s account, Mswipe shall claim from the Merchant the amount from the Merchant and the Merchant shall forthwith on receipt of the claim from Mswipe pay the outstanding of the refund to the extent to which such funds prove inadequate.
  18. Merchant’s Security Deposit Account Balance: Mswipe may, at its sole discretion and with prior intimation to the Merchant, retain a minimal amount out of amounts payable to the Merchant (“Reserve Amount”). The Merchant agrees that Mswipe may impose Transaction limits or additional Reserve Amount, either temporarily or permanently, which are more restrictive than limits placed on the Merchants in order to reduce Mswipe’s risk of loss under varying circumstances.
REFUNDS AND RECOURSE
1. The Merchant shall inform the Customer and prominently display on the Merchant’s platform the return and credit refund policy.
2. If in respect of any transaction, any Goods/ Services are not received as described, by the Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Customer or price adjustment is allowed or the Merchant expresses inability to deliver the Goods and/or perform the Services fully or partially after capturing the transaction and before the Delivery but post settlement or if the Merchant accepts the Customer claims for crediting his account back after the Delivery of Goods and Services and settlement, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
3. The Merchant must raise a refund request through Mswipe Products in the manner and process prescribed by Mswipe. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit to the Customer’s account. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
4. The Merchant agrees and acknowledges that refunds shall not be processed by Mswipe after a period of 180 (One Hundred and Eighty) days from the date of transaction.
5. The Merchant further agrees and acknowledges that, in case of any refund or Chargeback, the TDR charged by Mswipe shall not be refunded to the Merchant or the Customer.
CHARGEBACKS
1. The Merchant undertakes that any charges accepted by Mswipe, which prove to be uncollectable and or are Chargebacks, shall be the exclusive financial responsibility of the Merchant. The Merchant undertakes to pay such uncollectible charges and or Chargeback (including any processing fees or any other fees incurred by Mswipe in respect of such Chargeback) without any demur or protest. The Merchant shall furnish all documents including Delivery proof etc. within 5 (five) days of request received from Mswipe.
2. The Merchant shall repay amounts with respect of a transaction including but not limited to on the occurrence of any of the events:
  1. Any charge/debit on a Valid Mode arising out of any hacking, breach of security or encryption (if any) that may be attributable to the Merchant due to the manner in which the Merchant handled the Customer information or Cardholder/ transaction details.
  2. The Transaction is for any reason unlawful or unenforceable.
  3. Any information presented electronically to Mswipe in respect of the Transaction is not received in accordance with Mswipe’s requirements from time to time.
  4. Transaction is posted more than once to Customer’s account.
  5. The Transaction is doubtful or erroneously paid to the Merchant.
  6. The Product or Services are rejected or returned, or the Customer disputes the nature, quality, quantity of the Goods or Services.
  7. The transaction is validly cancelled or terminated by the Customer.
  8. The Customer disputes or denies the occurrence of the transaction or the sale or Delivery of the Goods or Services covered by the transaction.
  9. Any other events or circumstances under which a Chargeback is mandated to be effected under the card association rules or Applicable Laws.
  10. Any other event or circumstance which Mswipe shall from time to time notify to the Merchant in writing shall have occurred at the date of the transaction.
WITHHOLDING
1. All Transaction Amount due to the Merchant under these Terms and Conditions may be withheld or delayed till such time as Mswipe and/or Facility Providers deems fit, if (a) the Merchant or its Customer or a third party commits any fraud or violates any law or legal requirement; (b) Mswipe and/or the Facility Provider have reasons to believe that a fraud has been committed against the Customers, Mswipe and/or Facility Provider, its Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) the Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund risk; (d) continuous non-Delivery or delayed Delivery of Merchant’s Goods and/or Services to customers; or (e) for any other reasonable reasons. In the event of suspended or delayed payments mentioned above, Mswipe shall intimate the same to the Merchant as per the Applicable Laws.
2. It is agreed between the Parties that in the event any amount to be received from the Merchant by Mswipe is over and above the amount which has been withheld by Mswipe, Mswipe shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 5 (five) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to an interest, chargeable at the rate of two percent (2 %) per month after the expiry of 5 (five) days.
3. This Clause shall survive any termination of these Terms and Conditions.

PART C

TERMS AND CONDITIONS FOR UNIFIED PAYMENT INTERFACE (“UPI”)

UPI is a system that is developed by National Payment Corporations of India (“NPCI”) that links the bank accounts and ensures that seamless and facilitation of the transaction. Mswipe to facilitate UPI payment shall install and activate the QR Code which shall ensure facilitation of the transaction from Customer’s account to the Merchant’s account. The Merchant shall be obligated to with the PCI-DSS standards.

MQR
1. For availing QR Code based payment option provided by Mswipe (“MQR”), the Merchant shall register on the MQR platform in the manner as may be notified by Mswipe from time to time. Upon installation of MQR on the Merchant’s system, the Merchant shall be provided with login credentials which shall be used for processing all transactions for purchase of Merchant’s Goods and Services through MQR.
2. The Merchant undertakes to use the MQR mode of payment for the Customers only and shall not take undue advantage of the feature by scanning Merchant’s own or Merchant’s relatives’ payment application.
3. Mswipe at all times reserves the right to impose limitation on the number of transactions or amounts that can be paid through MQR available at the Merchant’s location.
4. The Merchant acknowledges that Mswipe shall be entitled to charge TDR on all transactions processed through MQR which may be different from the TDR charged by Mswipe on transactions through Mswipe’s other features and services.
DEFINITIONS
1. “Authorization” shall mean transaction initiated by the Customer using its credentials viz. UPI PIN, Passcode, etc. through the UPI Application as stipulated in these terms and conditions.
2. “UPI Number” shall mean the virtual payment address that is created by the Customer to ensure seamless transaction for the purchase of Goods and Services from the Merchants.
3. “UPI PIN” shall mean the password created by the Customer to authorize the transaction from a bank account.
AUTHORIZATION
1. Merchant must obtain an Authorization for each and every charge incurred by the Customer and shall not deliver the Goods or Services until Authorization in respect of charges can be obtained by validating the transaction by the Customer providing their UPI PIN or such other details as may be necessary under Applicable Law or required by Mswipe from time to time using the Equipment or through Other Mode by validating the transaction by the Customer in the manner prescribed by Mswipe from time to time for using the Other Mode.
2. Merchant shall provide all the assistance required by Mswipe to comply with the NPCI circulars, procedures and guidelines for on boarding.
3. If the Merchant accepts charges without prior Authorization, Mswipe will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.
4. Mswipe or NPCI reserves the right to refuse the charges if an Authorization is declined. Any Authorization given through the Equipment will be at Mswipe’s absolute discretion and Mswipe may further, in such an event, also direct the Merchant to take immediate preventive action.
5. In case of any disputes regarding authorizations given by NPCI regarding any details pertaining thereto (UPI-PIN) the decision of Mswipe or NPCI to grant or refuse Authorization and the details mentioned by Mswipe shall be final and binding on the Merchant.
6. Mswipe reserves the right to discontinue the Support Service and/or terminate this Application or terminate the right to use the Equipment granted to the Merchant on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
7. The Merchant shall refrain from indulging in any practice whereby the Merchant refuses to accept a Valid Mode for payment.
TRANSACTION HANDLING
1. The Merchant in handling transaction(s) must ensure that the extraction of data shall be in a manner as specified by Mswipe or NPCI (this may vary from time-to-time basis the change in regulation by NPCI).
2. The Merchant understands and acknowledges that the NPCI reserves the right to impose limits on the number of transactions undertaken and value of single transaction during any time period, NPCI shall not provide Authorization or Mswipe reserves the right to refuse to make payments to the Merchant in respect of transactions exceeding such limit.
3. The Merchant shall deliver the Customer a bill mentioning the Transaction Amount received from the Customer.
TRANSACTION DISCOUNT RATE [TDR] AND TRANSACTION RECEIPT PRESENTMENT
1. In consideration of the transaction processing services the Merchant agrees to pay to Mswipe, the Transaction Discount Rate as prescribed by NPCI or as per the Applicable Laws or as agreed with the Facility Provider.
2. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other Taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant.
PRESENTMENT OF TRANSACTIONS AND REFUNDS
1. If in respect of any transaction, any Goods/ Services are not received as described, by the Customer or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Customer or price adjustment is allowed, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Mswipe for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Mswipe and include a brief description of the items concerned therein.
2. In the event of a refund to a Customer, the Merchant shall not make a cash refund to the Customer. The Merchant must process the refund request in the manner as specified by Mswipe from time to time. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on an account of the Merchant. In the event that only Transaction Receipt are presented to Mswipe at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Customer(s) less the discount) to Mswipe. The Merchant shall ensure that Mswipe has enough funds of the Merchants to process any refund request received from the Merchant. Mswipe shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
3. Presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, Delivery report and/ or any information in respect of any transaction presented to Mswipe by or on behalf of the Merchant) the Merchant warrants to and agrees with Mswipe, NPCI and the Facility Providers.
4. The Merchant has supplied or caused to be supplied, the Goods/ and or Services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such Goods and/ or Service are supplied by the Merchant for cash.
CHARGEBACK
1. Merchants shall be solely responsible for the for handling any chargebacks claims raised by the Customer for any fraudulent or disputed Transaction.
2. Merchant shall at all times provide access to all the chargeback and fraudulent transaction reports and any other documents as may be required by Mswipe.
3. The Merchant shall adhere to all the necessary regulations and circular and shall comply with the timeline for Chargebacks or wrong credits. The turnaround time for Chargeback shall be T+5 Business Days from the date of raising the claim.
4. Merchant shall bear all the losses relating to this business including but not limited to penalties levied on Chargebacks, fraudulent Transaction by the regulators, law enforcement and any other agency under Applicable Law.
DE-BOARDING
1. As per the NPCI regulations and circulars the Merchant shall furnish to Mswipe all the necessary documents and records at the time of de-boarding.

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TERMS AND CONDITIONS