This Terms and Conditions (“Terms and Conditions”) is between you (“Merchant”) and Mswipe Technologies Private Limited (“Mswipe”) and governs your use of Mswipe’s 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.
3.1.1. The Merchant may avail the ‘ATMLE’ feature offered by Mswipe
by
paying an
annual activation fees 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.
3.1.2. 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.
3.1.3. 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.
3.1.4. 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.
3.1.5. 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or amounts that can be withdrawn through ATMLE using a particular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.
3.1.6. 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.
3.2.1. 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 fees 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.
3.2.2. 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.
3.2.3. 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.
3.2.4. 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.
3.2.5. 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.
3.3.1. 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
MDR as
may
be prescribed by Mswipe from time to time on each transaction for
availing
the CAAT
feature.
3.3.2. The Merchant agrees and understands that for availing the
CAAT
feature the
Merchant’s right to void or cancel any transaction shall be
suspended.
3.4.1. Mswipe may offer an inventory management platform ‘Mventry’
to its
Merchants through which the Merchants can manage inventory,
invoices,
payments,
customers, etc.
3.4.2. Merchant may register itself on the Mventry platform by
paying a
one-time
installation fees and a monthly subscription fees, as may be
notified by
Mswipe from
time to time.
3.4.3. 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.
3.4.4. 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.
3.5.1. 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 this Agreement (“POS EMI”).
3.5.2. 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.
3.5.3. Upon authorization in the manner as provided in Clause 3.4.2
above,
all EMI
POS transactions shall be presented and settled in accordance with
terms of
this
Agreement. 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.
3.5.4. The Merchant agree and acknowledges that Mswipe shall be
entitled to
deduct
MDR for POS EMI transactions as may be notified by Mswipe from time
to
time.
3.5.5. It is hereby clarified that Mswipe is only facilitating
disbursement
of
preapproved 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.
3.6.1. The Merchant may avail “Moneystore” application store
developed by
Mswipe
and made available to Merchants accessible through certain notified
Equipment
only. Mswipe may, at its sole discretion charge fee on making the
Moneystore
available, as may be intimated by Mswipe to the Merchant from time
to
time.
3.6.2. The Merchant agrees and understands that Mswipe is merely
providing a
platform to the Merchant to access and use applications/software
available
on
Moneystore and usage of such applications and software shall be
governed by
terms
and conditions of such application/software and Mswipe shall not be
responsible for
any such usage and access of application/software.
3.6.3. The Merchant agrees and acknowledges that Mswipe is not
making any
representations and warranties on behalf of such applications and
software.
3.7.1. 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.
3.7.2. 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.
3.7.3. Mswipe at all times reserve the right to impose limitation on
the
number of
transactions or amounts that can be paid through MQR available at
the
Merchant’s
location.
3.7.4. The Merchant acknowledge that Mswipe shall be entitled to
charge MDR
on all
transactions processed through MQR which may be different from the
MDR
charged
by Mswipe on transactions through Mswipe’s other features and
services.
3.7.5. The Merchant agree and understand that Mswipe is only a
payment
facilitator
and the Merchant shall at all times be responsible and liable for
the
payment data
and other such details provided by the Customer through Mswipe
System.
3.8.1. 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.
3.8.2. 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.
3.8.3. 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.
3.8.4. 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
Clause 15 (Authorization), Clause 16 (Transaction Handling), Clause
17
(Merchant
Discount Rate and Transaction Receipt Presentment), Clause 18
(Presentment
of
Transactions and Refunds), Clause 19 (Payment of Transaction Amount)
and
Clause
21 (Chargeback).
3.8.5. The Merchant shall use Pay By Link feature only for products
and
services
mentioned in approved by Mswipe and for no other products 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.
5.2 Definitions
As used in this clause, the following terms have the following
meanings:
5.2.5 "Amazon Pay Site" means https://amazonpay.in ,
which
will be
available
at
launch of the Amazon Service.
5.2.6 "Amazon Pay User Agreement" means Amazon Pay
User
Agreement
(https://www.amazonpay.in/help/202125300)
.
5.2.7 "Amazon Transaction Information" means,
collectively,
Transaction
Information, and any other data or information including
customer
information
acquired by Merchants from Mswipe and/or Amazon or its
Affiliates,
or
otherwise as
a result of the Agreement, the transactions contemplated
hereby or
the
parties'
performance hereunder.
5.2.8 "Business Days" means any day of the week
(excluding
Saturdays,
Sundays and
public holidays) on which commercial banks are open for
business in
New
Delhi,
India; Mumbai, India; Seattle, Washington, United States of
America;
Luxembourg;
and the Republic of Singapore.
5.2.9 "Content" means copyrightable works including
images,
logos,
specifications,
code, documents, data, software, software development kits,
libraries,
application
programming interfaces, and other information, technology,
related
materials
and
other content protected under applicable Laws.
5.2.10 "Intellectual Property Rights" means any
patent,
copyright,
Trademark,
moral right, trade secret right or any other intellectual
property
right
arising
under
any Laws and all ancillary and related rights.
5.2.11 "Law(s)" means any law, ordinance, rule,
regulation,
order,
licence,
permit,
judgment, decision or other requirement, now or hereafter in
effect,
of any
governmental authority of competent jurisdiction.
5.2.12 "Local Currency" means Indian Rupees (INR).
5.2.13 "Merchant" means merchants registered for
Mswipe
service(s),
which
integrate and launch the Amazon Services at the Merchant
Store.
5.2.14 "Merchant Products" means any product, whether
in the
physical
or
digital
form, or any service that is made available at the Merchant
Store
for sale,
offered
for sale or sold by the Merchant or other third party
merchants
through the
Amazon
Service. Since the term "Merchant Product" includes physical
goods
and
services, the
references to the said defined term in this Agreement shall
be
construed in
relation
to the context in which it the term is used.
5.2.15 "Merchant Store(s)" means the physical shop,
store,
outlet
or any
other
premises controlled and/or operated by the Merchant where
Merchant
Products
are
offered for sale.
5.2.16 "Merchant Trademarks" means Trademarks of
Merchants
that it
provides
to
Mswipe: (a) in non-text form for branding purposes; and (b)
separate
from
(and not
embedded or otherwise incorporated in) any product specific
information or
materials.
5.2.17 "Merchant Transaction" means any sale of
Merchant
Product(s)
through
the
Amazon Service.
5.2.18 "Payment Method" means either or both of the
two
options
chosen by
Merchants for acceptance of electronic payments towards the
sale of
Merchant
Products at the Merchant Store, (a) Amazon Pay Balance
("Amazon
Pay
Balance
Method"); or (b) other electronic payment methods
being the
functionality
made
available by Amazon to enable customers of Merchant to use
an quick
response
code
or VPA to make payments in respect of sale of Merchant
Products
using
payment
methods that may be offered and enabled by third-parties
("e-Payment
Method(s)") .
5.2.19 "Person" means any individual, company,
corporation,
partnership,
limited
liability partnership, governmental authority, association,
joint
venture,
division
or
other cognizable entity, whether or not having distinct
legal
existence.
5.2.20 "Programme Policies" means all terms,
conditions,
policies,
guidelines, rules
and other information on the Amazon Pay Site or on Seller
Central,
including
those
shown on the "Policies and Agreements" section of Seller
Central or
elsewhere in the
"Help" section of Seller Central.
5.2.21 "Seller Central" means the online portal and
tools
made
available by
Amazon
to Mswipe, for managing transactions and access to the
Amazon Pay
Site.
5.2.22 "Service Terms" means the service terms
specific to
the Amazon
Services (in
the case of Amazon Pay Balance Method, the Amazon Pay
Balance
Service Terms
and
in the case of the e-Payment Method, the e-Payment) set
forth herein
and as
amended from time to time.
5.2.23 "Technology" means any: (a) ideas, procedures,
processes,
systems,
methods
of operation, concepts, principles and discoveries protected
or
protectable
under
the Laws of any jurisdiction; (b) interfaces, protocols,
glossaries,
libraries,
structured XML formats, specifications, grammars, data
formats, or
other
similar
materials; and (c) software, hardware, code, technology or
other
functional
item.
5.2.24 "Trademark" means any trademark, service mark,
trade
dress
(including
any
proprietary "look and feel"), trade name, other proprietary
logo or
insignia
or
other
source or business identifier, protected or protectable
under
applicable
Laws.
5.2.25 "Transaction Information" means, with respect
to any
of
Merchant
Products,
the transaction information posted on Seller Central
constituting
transaction
details,
shipping address, contact details and email address of
Merchant's
customers
and
other related information that is made available to the
Merchant.
5.2.26 "Merchant Materials" means all Technology,
Merchant’s
Trademarks,
Merchant’s Content, Required Product Information, data,
materials,
and other
items
provided or made available by Merchant to Mswipe or Amazon
or its
Affiliates.
5.2.27 "Merchant Taxes" means any and all value
added,
service,
sales, use,
excise,
import, export, goods and service tax and other taxes and
duties
assessed,
incurred
or required to be collected or paid for any reason in
connection
with any
advertisement, offer or sale of Merchant Products by
Merchants on or
through
or in
connection with the Amazon Services, or otherwise in
connection with
any
action,
inaction or omission of Mswipe or its Affiliates or
Merchants or
their
respective
employees, agents, contractors or representatives.
5.2.28 "Merchant Trademarks" means Trademarks of the
Merchant
that
Merchant
provides to Mswipe: (a) in non-text form for branding
purposes; and
(b)
separate
from (and not embedded or otherwise incorporated in) any
product
specific
information or materials.
5.3 The Merchant hereby irrevocably and unconditionally authorises
Mswipe to
(i)
collect payments on the behalf of Merchant from amazon customers
towards its
Products using the payment method. The Merchant hereby agrees to
accept
and/or
enter into such agreements/arrangements, documentation, Programme
Policies
as
intimated by Amazon in relation to the Amazon Services from time to
time,
prior to
integration and/or use of the Amazon Services at the Merchant Store.
5.4 The Merchant hereby undertakes to provide Mswipe with their up
to date
business' legal name, details of business undertaken, address of
their place
of
business, date of establishment, phone number, e-mail address, copy
of PAN
card
and VAT or Service Tax or Goods and Services Tax Registration
details (as
applicable)
and any other related information/documents as requested by Mswipe
from time
to
time. The Merchant further agrees to keep Mswipe updated of any
change or
modification in the above-mentioned information or details. Mswipe
shall not
be
responsible for any claims or damages arising due to incorrect or
inaccurate
information provided by the Merchant and shall be indemnified by the
Merchant
against any claim arising due to reasons attributable to the
Merchant.
5.5 Mswipe or Amazon shall, at the expense of the Merchant, be
entitled to
engage
a third-party auditor, in its sole discretion ("Auditor"), who will
examine
and
provide
a report to Mswipe, any records, information and/or other data or
documents
of the
Merchants that are necessary to establish the Merchants' compliance
or
noncompliance
with their obligations as specified under the Amazon Services T&C.
Merchant hereby agrees to co-operate with such in such audit and
provide
such
information and documents as may be requested by the Auditor or
Mswipe.
5.6 The Merchants undertake not to engage in the sale of products
and
services
prohibited/restricted under the Acceptable Use Policy of Amazon
(https://www.amazonpay.in/help/6023) and
shall
comply with
its provisions at all
times.
5.6.1 In addition, the Merchant agrees that:
5.7 Merchant shall only use a name it is authorized to use in
connection
with the
Amazon Services and will update such information as necessary to
ensure that
it
remains accurate and complete at all times. Merchant further
authorizes
Mswipe to
verify its information (including any updated information), and to
charge
its bank
account for any sums payable by it to Mswipe in accordance with the
terms
herein
including taxes. All payments to Merchant (including payment for all
merchant
transactions) will be made to its bank account, via cheque or
electronic
transfers,
or through any other means specified by Mswipe. Merchant agrees that
Mswipe
will
not be liable for any failure to make payments to Merchant as a
result of
incomplete
or inaccurate information provided by it with respect to its bank
account or
any
other relevant account information. Merchant further agrees that
Mswipe will
not
be liable for failure to make any such payments to the Merchants in
relation
merchant transactions.
5.8 In addition to our aforesaid right, Mswipe may instead choose to
either
(a)
offset
any amounts including tax that are payable by Merchant to Mswipe
and/or
Amazon
against any payments Mswipe and/or Amazon may make to Merchant, (b)
invoice
Merchant for amounts (including taxes) due to Amazon and/or Mswipe,
in which
case
Merchant shall pay the invoiced amounts and taxes upon receipt of
the
invoice; or
(c) seek payment by any other lawful means. Except as provided
otherwise,
all
amounts contemplated herein will be expressed and displayed in the
Local
Currency
(INR), and all payments contemplated herein will be made in the
Local
Currency. If
Mswipe discover erroneous or duplicate transactions, Mswipe reserve
the
right to
obtain reimbursement from Merchant by deducting from any future
payments
owed
to Merchant or seeking reimbursement by any other lawful means.
Mswipe’s
right to
obtain reimbursement from Merchant will not limit its rights to
dispute, in
good
faith
dispute, any amounts Mswipe maintain are due or payable.
5.9 If Mswipe concludes based on information available with it, that
Merchant's
actions or performance in connection with the terms herein may
result in a
significant number of customer disputes, chargebacks or other claims
in
connection
with Merchant's use of the Amazon Services, then Mswipe may, in its
sole
discretion
and subject to applicable law, delay initiating any payments to be
made or
that are
otherwise due to Merchant (including payment for merchant
transaction) for
the
shorter of: (a) a period of ninety (90) days following the initial
date of
suspension of
payments; or (b) completion of any investigation(s) regarding
Merchant's
actions or
performance in connection with terms herein.
5.10 Merchant grants Mswipe a royalty-free, non-exclusive,
worldwide,
irrevocable
right and license during the term to use, reproduce, perform,
display
(public
communication), distribute, adapt, modify, re-format, any and all of
Merchant
Materials, and to sublicense the foregoing rights to our Affiliates
and
operators of
Amazon Associated Properties for the purpose of terms herein. It is
hereby
clarified
that Mswipe will alter any of Merchant Trademarks from the form
provided by
it only
to re-size trademarks to the extent necessary for presentation, so
long as
the
relative proportions of such trademarks remain the same and will
comply with
removal requests of Mswipe as to specific uses of Merchant
Trademarks.
Nothing in
terms herein will prevent or impair Mswipe’s right to use Merchant
Materials
without
Merchant consent to the extent that such use is allowable without a
license
from
Merchants (as the case may be) under applicable law. Merchant
undertake that
it
will, from the date it begins using the Amazon Services, place the
Amazon
Logo at
its Stores and use the Amazon Logo in accordance with the Style
Guidelines
(https://www.amazon.in/merchant-tools) of
Amazon.
5.11 Merchant represent and warrant to Mswipe that: (a) it is a
business
duly
organized, validly existing and in good standing under the laws of
the
territory in
which its business is registered, and that it is a resident of India
for
income tax
purposes; (b) it have all requisite right, power and authority to
enter into
terms
and
condition and perform its obligations and grant the rights, licenses
and
authorizations it grants hereunder; (c) it will comply with all
applicable
laws
(including directions issued by Reserve Bank of India for the
opening and
operation
of accounts and settlement of payments for electronic payment
transactions
involving intermediaries) in performance of its obligations and
exercise of
its
rights
under the terms herein; (d) it will not allow usage of the Amazon
Pay
Balance Method
to buy another semi-closed pre-paid instrument and will ensure
compliance to
the
Master Direction on Issuance and Operation of Prepaid Payment
Instruments
dated
October 11, 2017 (and as updated thereafter); (e) it will comply
with all
applicable
import, re-import, sanctions, anti-boycott, export, and re-export
control
laws; (f)
it
will not sell any fake, counterfeit or prohibited products at its
store; and
(g) it
have
and will always provide terms and conditions at its store for
transactions
at its
store,
including for timeline for processing returns and refunds.
Merchant release Mswipe and/or Amazon from, and agree to indemnify,
defend
and
hold harmless Mswipe and/or Amazon (and its officers, directors,
employees,
agents
and Affiliates) against, any claim, loss, damage, settlement, cost,
taxes,
expense
or
other liability (including, without limitation, attorneys' fees)
(each, a
"Claim")
arising
from or related to: (a) Merchant's actual or alleged breach of any
representations
or
obligations in this terms herein; (b) any sales channels owned or
operated
by
Merchant, Merchant's Products (including the offer, sale,
fulfilment,
refund,
adjustment, or return thereof), Merchant Materials any actual or
alleged
infringement of any Intellectual Property Rights by any of the
foregoing,
and any
personal injury, death or property damage related thereto; and (c)
Merchant
Taxes.
If at any time Mswipe determine in its sole discretion that any
indemnified
Claim
might adversely affect Mswipe, Mswipe may request for exclusive
control of
the
defense at its expense, subject to mutual agreement from Merchant.
Merchant
will
not consent to the entry of any judgment or enter into any
settlement of a
Claim
without our prior written consent, which may not be unreasonably
withheld.
5.12 DISCLAIMER
5.13 LIMITATION OF
LIABILITY:
MSWIPE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT,
DELICT
(INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL
RESPONSIBILITY
OR OTHER THEORY) OR OTHERWISE TO MERCHANT OR ANY OTHER PERSON FOR
COST
OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY MERCHANT
IN
CONNECTION WITH ARRANGEMENT HEREIN, OR FOR ANY LOSS OF PROFIT,
REVENUE,
BUSINESS, OR DATA OR PUNITIVE OR DIRECT OR INDIRECT OR CONSEQUENTIAL
DAMAGES ARISING OUT OF OR RELATING TO TERMS HEREIN, EVEN IF MSWIPE
HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER,
MSWIPE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH
TERMS
HEREIN OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT
ANY
TIME THE TOTAL AMOUNTS OF REVENUE PAID BY MERCHANT TO MSWIPE IN
CONNECTION WITH THE RELEVANT TRANSACTION.
5.14 Use of Amazon
Transaction Information:
Merchants will not, directly or indirectly: (a) disclose or convey
any
Amazon
Transaction Information (except it may disclose this information as
necessary for it
to perform its respective obligations under terms herein and to
comply with
the
provisions of applicable laws and provided that it ensure that every
recipient uses
the information only for that purpose and complies with the
restrictions
applicable
to it related to that information); (b) use any Amazon Transaction
Information for
any marketing or promotional purposes whatsoever (except as
permitted in
this
Agreement), or otherwise in any way inconsistent with Amazon or
Mswipe or
its (as
the case may be) privacy policies or applicable law; (c) contact a
Person
that has
ordered a Product that has not yet been delivered with the intent to
collect
any
amounts in connection therewith, to influence such Person to make an
alternative
purchase; (d) disparage Amazon or Mswipe, their Affiliates, or any
of their
respective
services or any customer; or (e) target communications of any kind
on the
basis of
the intended recipient being a user of the Amazon Pay Site or the
Amazon
Associated
Properties. The terms of this Section do not prevent Merchant from
using
other
information that may be acquired without reference to Amazon
Transaction
Information for any purpose, even if such information is identical
to Amazon
Transaction Information, provided that Merchant do not target
communications
on
the basis of the intended recipient being a user of the Amazon Pay
Site or
Amazon
Associated Properties. To the extent Amazon Transaction Information
comprises of
payments data and such related data, Merchant will not to store any
such
Amazon
Transaction Information, and Merchants will store, if applicable,
Amazon
Transaction Information that is in the nature of payments data
related to
payments
at the Merchant Store locally only in servers or systems located in
India.
5.15 Modification:
Mswipe reserve the right to determine and control all aspects
(including all
functionality) of the Amazon Services as well as the right to
re-design,
modify and
remove any or all aspects of them. Mswipe may amend any of the
Amazon
Services
T & C at any time. All changes to the terms herein shall become
applicable
upon
notification or updations on the Mswipe website or as per the
timeline
prescribed by
applicable laws. Changes to Programme Policies may be made without
notice.
Merchant should refer regularly to the Mswipe Website, Amazon Pay
Site and
Seller
Central to understand the current Amazon Services T & C and to be
sure that
the
each of the Products which Merchants offer for sale can be sold
using the
Amazon
Services. MERCHANT’S CONTINUED ENROLMENT AND/OR MERCHANT'S CONTINUED
USE OF THE AMAZON SERVICES AFTER MSWIPE OR AMAZON’S POSTING OF ANY
CHANGES WILL CONSTITUTE MERCHANT’S ACCEPTANCE OF SUCH CHANGES OR
MODIFICATIONS.
5.16 Mswipe retains the right to immediately halt or delay any transaction, prevent or restrict access to the Amazon Services in the event any of Merchant Products violate any applicable Law and/or any Amazon Services T & C. Merchant agrees that Mswipe may, in its sole discretion, disclose or make available any information provided or submitted by Merchant or related to its participation under this agreement (including information regarding Merchants, Merchant Products or Merchant Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by Mswipe to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable laws.
5.17 Merchant Transactions
5.18 Sale, Refunds
and
Returns
5.19 Compensation
Mswipe will deduct the applicable MDR for each transaction during the term of these Terms. Unless otherwise agreed in writing, all taxes or surcharges imposed on any of the above-mentioned fees payable by the Merchant to Mswipe will, be payable in addition to the MDR and will be Merchant’s responsibility.
5.20 Sales Proceeds
&
Refunds.
5.20.1 Except as otherwise stated in this Terms and subject to
applicable
laws, the
Merchant authorizes Mswipe to remit the Settlement Amount (based on
reconciliation undertaken by Mswipe) to Merchant’s designated bank
account
in
respect of a Merchant Transaction, and Mswipe agrees to remit the
Settlement
Amount in accordance with applicable laws. If the Merchant either
initially
provides
or later changes its bank account information, the date of making
the
payment of
the Settlement Amount to the Merchant will be deferred for a period
of up to
14
days.
5.20.2 In the event that Mswipe elects not to recover from the
Merchant a
customer's chargeback, failed payment, or other payment reversal (a
"Payment
Failure"), the Merchant irrevocably assigns to Mswipe all its
rights, title
and
interest
in and associated with that Payment Failure.
5.21.1 Effect of
Termination
Upon termination of these Amazon Pay balance Service Terms in connection with the Amazon Pay Site, all rights and obligations of the parties under these Amazon Pay balance Service Terms with regard to the Amazon Pay Site will be extinguished, except that the rights and obligations of the parties with respect to Merchant Transactions occurring during the Term will survive the termination or expiration of the Term.
5.21.2 Tax Matters
a. In addition to the General Terms, Merchant agree that the price
stated
by
Merchant for its Products is exclusive of all taxes including VAT/
CST,
customs
duty,
excise duty, service tax, GST or other tax or levy that Merchant may
be
required to
remit in connection with such sale.
b. All payments by Mswipe to Merchant will be made subject to any
applicable
withholding Taxes under the applicable Law. Mswipe will retain, in
addition
to any
other amounts it may retain under this Agreement (including its net
fees
together
with any applicable Taxes Mswipe determines it is obligated to
charge or
collect on
the fees), an amount equal to the legally applicable withholding
Taxes at
the
applicable rate.
c. If Merchant is required to deposit withholding tax in the form
and
manner as
prescribed under applicable Laws, Merchant will issue an appropriate
tax
withholding certificate for such amount to Mswipe.
d. Merchant may submit a reimbursement claim with a valid tax
withholding
certificate in Form 16A within one month from the due date of
issuance of
Form 16A
as per statutory timelines. Mswipe shall reimburse the claim post
verification and
reconciliation with Merchant Service Fee as per books of accounts.
Mswipe
will have
right to reject the claim if the claimed amount does not match with
service
fees
invoices. Mswipe shall maintain the right to recover any excessive
claims
paid to
Merchant.
e. Mswipe may, but will not be required to, obtain an order for
lower or
NIL
withholding tax from the Indian revenue authorities. In case Mswipe
successfully
procures such an order, it will communicate the same to Merchant. In
that
case, the
amounts retained will be in accordance with the directions contained
in the
order
as in force at the point in time when tax is required to be deducted
at the
source.
Amazon Pay Balance Definitions
"Purchase Price" means the total gross amount payable or paid
by a
customer
for
Merchant Product (including taxes and customs duties).
"Sales Proceeds" means the gross sales proceeds paid by
customers in
the
course of
any of your Merchant Transactions, including the Purchase Price, all
shipping,
handling, convenience, gift wrap and other charges, any taxes and
customs
duties.
"Settlement Amount" means Sales Proceeds (which Merchant will
accept
as
payment
in full for the sale and shipping and handling of Merchant
Products),
amounts
representing refunds for failed, disputed, returned or cancelled
transactions and
payment received for onward transfer to Merchants for promotional
activities,
incentives or cashbacks etc., less: (a) the Merchant Service Fee;
(b) Taxes
required
to be charged by Mswipe on Mswipe’s fees; (c) any refunds due to
customers;
(d)
payment of amount received under promotional activities, incentives
or
cashbacks
etc.; (e) payment to various merchants or service providers, if
applicable;
and (f)
any other applicable fee prescribed under the Programme Policies.
5.22 e-Payment Service
Terms
5.23 Damage to Soundbox:
Mswipe shall be entitled to charge the Merchant for the costs of the
Soundbox(s)
and/or the costs of repairing the Soundbox(s) in the event the
Soundbox(s)
is/are
damaged or is/are used in an improper manner by the Merchant.
5.24 e-Payment Definitions
5.25.1 Definitions:
a. “Soundbox” shall mean a small portable speaker for daily payment
alerts,
which
comes with a SIM based connectivity. When a Customer makes a payment
by
scanning
an UPI QR code, the Sound Box will notify Merchant of successful
transaction
with
an alert
b. “Alert Services” shall mean alerts of each payment received by
Merchant
from
customers using the Payment Method.
c. "Payment Method" means either or both of the two options chosen
by
Merchant
for acceptance of electronic payments towards the sale of Merchant
Products
at the
Merchant Store, (a) Amazon Pay balance ("Amazon Pay balance
Method"); or (b)
other electronic payment methods being the functionality made
available by
Amazon to enable customers of Merchant to use a quick response code
or VPA
to
make payments in respect of sale of Merchant Products using payment
methods
that
may be offered and enabled by third-parties ("e-Payment Method(s)").
5.25.2 Merchant shall make use of the Soundboxes for Alert Service
as
contemplated
under the terms of this Agreement. In the event a Merchant at whose
Store
the
Soundbox has been installed, fails to have any transaction where
customer
has used
the Payment Methods to make payment for the transaction, for
continued
period of
15 (fifteen) days, Merchant shall return the Soundbox to Mswipe
immediately.
5.25.3 Merchant shall comply with the following obligations during
their use
of the
Soundbox at its respective Merchant Store:
a. it will ensure safe custody and security of the Soundbox and be
solely
responsible
for all loss or damage to the Soundbox caused, as a result of,
negligence or
mishandling by it, which will be determined after investigation by
Mswipe
and/or
Amazon.
b. Upon termination of the Merchant relationship with Mswipe, it
shall
return the
Soundbox in a good and working condition. In the event any Soundbox
is
returned in
a damaged or non-working condition (in any manner) or it claims that
the
Soundbox
has been lost or stolen, Merchant will pay the cost of the Soundbox
to
Mswipe, in
addition to other rights or remedies available to Amazon and/or
Mswipe
against the
Merchant under contract, at Law or in equity.
c. The Merchant will provide ingress and egress rights to Amazon
and/or
Mswipe
and its deployed personnel, agent or third-party service providers,
for the
purpose
of any future repair, maintenance, replacement, upgradation,
deinstallation
or
review of the Soundbox.
9.2. The Merchant shall comply with all the applicable laws
including the
guidelines
and standard Terms and Conditions 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.
9.3. Mswipe reserves the right to modify, add or remove any part of
these
Terms
and Conditions at any time without prior consent of the Merchant.
9.4. Mswipe is not giving any warranties either express or implied,
whether
of
merchantability or fitness for any particular use or otherwise, in
respect
of the
Equipment or Other Equipment or any Support Services or any Features
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
and/ or
any
Feature shall be to get the Support Services and/ or Feature, as the
case
may be
restored from Mswipe. 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 the Feature and/or access to the Support
Services
and/ or
the Feature as soon as reasonably possible.
9.5. 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 or Features, 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.
9.6. The Merchant declares, assures, undertakes and covenants that
it shall
not
offer
any Products, which are illegal or offensive or banned as per the
list
provided in
Schedule A (as updated from time to time) 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 the Mswipe
services.
25.2. Notwithstanding anything contained in these Terms and
Conditions, in
no event
shall Mswipe and Facility Providers be directly or indirectly liable
to the
Merchant
for any consequential, remote, direct, indirect, special, incidental
or
punitive
loss,
damages, compensation, costs, charges or expenses (including without
limitation,
loss of profits or revenues, loss of opportunity etc.) of any nature
whatsoever by
reason of termination of the arrangement between the Merchant and
Mswipe.
25.3. The Merchant shall fully indemnify and keep indemnified Mswipe
and/or
Facility Providers from all damages, costs, legal fees, charges and
expenses, and
losses that Mswipe and/or Facility Providers may incur as a
consequence of
any
failure whether temporary or permanent of the Support Services (as
modified
from
time to time) provided by Facility Providers to the extent such
failure
results in
any
wrongful or incorrect payment to the Merchant. The Merchant shall
also
undertake
to make good and reimburse Mswipe and/or Facility Providers and/or
the
customer
for any failure of the Support Services, to the extent of such
failure
results in
any
wrongful or incorrect payment to the Merchant.
25.4. In the event of Mswipe being entitled to be indemnified
pursuant to
these
Terms and Conditions, Mswipe shall be entitled to accordingly and to
such
extent
debit the payments to be made to the Merchant irrespective of any
dispute
that the
Merchant may have in respect of such debit and shall be also
entitled to
collect the
said money in any manner whatsoever.
Using Mswipe services, Features, Support Services in any manner or for
whatsoever
purpose, to host, display, upload, modify, publish, transmit, update or
share any
information that:
s
i. belongs to another person and to which the Merchant and or the user does
not
have any right to,
ii. is grossly harmful, harassing, blasphemous defamatory, obscene,
pornographic,
paedophilic, libellous, invasive of another's privacy, hateful, or racially,
ethnically
objectionable, disparaging, relating or encouraging money laundering or
gambling,
or otherwise unlawful in any manner whatever,
iii. harm minors in any way,
iv. infringes any patent, trademark, copyright or other proprietary rights
of any
third
party,
v. violates any law for the time being in force,
vi. deceives or misleads the addressee about the origin of such messages or
communicates any information which is grossly offensive or menacing in
nature,
vii. impersonate another person,
viii. contains software viruses or any other computer code, files or
programs
designed to interrupt, destroy or limit the functionality of any computer
resource,
and
ix. threatens the unity, integrity, defence, security or sovereignty of
India,
friendly
relations with foreign states, or public order or causes incitement to the
commission
of any cognisable offence or prevents investigation of any offence or is
insulting
any
other nation.