Terms & Conditions

Last updated: 01.04.2026

This document/agreement is a computer-generated electronic record published under Rule 3 of the Information Technology Act, 2000, and the applicable rules thereunder, as amended from time to time, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. This electronic record is generated by a computer system and does not require any physical or digital signatures.

These Terms and Conditions (“Terms”) constitute a legal agreement (“Agreement”) between the business user accepting these Terms (“you”, “your” or “Merchant”) and Futuretek Commerce Private Limited (“Getepay”, “Us”, “We” or “Our”) and govern how You will access and use Our services via our website, applications, software, dashboards, APIs, interfaces, tools, social media, or any other means of access (collectively, the “Platform”), and how You may initiate or engage in transactions through the Platform. A reference to “You” shall also mean and include Your organisation, as the case may be. You must read the Terms carefully before using the Services.

By accessing or using the Platform, You agree to abide by these Terms, the Privacy Policy [ https://getepay.in/privacy-policy/ ] of Getepay, and any other Policies that We may update or implement from time to time. Your right to use the Services is contingent upon Your acknowledgment that You have read, understood, and accepted the Terms, Privacy Policy, and other Policies communicated by Us. By clicking “I Accept” or “I Agree,” executing the Merchant Agreement, logging into the Merchant App, or otherwise accessing or using Our Products and/or Services in any manner, you expressly accept and agree to be bound by the same. Getepay reserves the right to amend, revise, alter or otherwise modify the Terms at any time by posting an updated version on the website. It shall be solely Your responsibility to keep yourself aware of any changes/amendments in the Terms, Privacy Policy and other Policies by Getepay and the Company’s obligation with respect to providing You of due notice of such changes shall be considered discharged upon Us making the said updated Policies available on our Platform. If You do not agree with any of these Terms, You must immediately cease accessing and/or using the Getepay Platform, or the Services being provided under these Terms.

Both Getepay and Merchant shall hereinafter be individually referred to as “Party” and collectively as “Parties”, as the context may require.

1. DEFINITIONS

For the purpose of this Agreement, the following words and phrases shall have the meaning assigned to them under this Article.

1. “Account” means the account created to access and use the Getepay Website, Platform and Services.
2. "Acquiring Banks” shall mean various banks licensed under the Payment and Settlement Systems Act, 2007 and the rules and regulations framed thereunder to acquire and process payment transactions on behalf of the onboarded merchants.
3. "Additional Services” refers to the Services made available subsequently to the Merchant by Getepay subject to payment of additional fee as mutually agreed in this regard by the Parties from time to time.
4. Affiliate(s)” means: (i) (in relation to an entity) is any other entity that Controls, is Controlled by, or is under the common Control of such Controlling entity; (ii) (in relation to an individual) a relative of that person or any entity controlled by that person; and (iii) (in relation to any limited liability partnership), any person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with such limited liability partnership.
5. “Agreement” shall mean this agreement, annexure(s) and amendments thereto made from time to time and all related deeds, documents and writings in connection with the transactions contemplated herein.
6. “Applicable Law(s)” shall mean all applicable laws, acts of central, state or local legislature, statutes, enactments, ordinance, rules, regulations, notifications, guidelines, directions, directives, circulars, policies, decisions, judgments, interpretations, orders and other pronouncements, and any judicial or quasi-judicial interpretation or determination thereof, as may be amended from time to time, or other legislative action or of the government, administrative or Regulatory Authority in accordance with the RBI master direction or any other law applicable to India, to the extent having the force of law, including but not limited to the Companies Act 2013, Arbitration and Conciliation Act, 1996, Payment and Settlement Systems Act, 2007, Information Technology Act, 2000 including Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, Digital Personal Data Protection Act, 2023, Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988, Consumer Protection Act, 2019.
7. “Authentication” shall mean the process by which Customer identification is authenticated by the Facility Provider.
8. “Authorized Bank” means the Customer’s bank and the Merchant’s bank, as applicable, as approved or recognized for the relevant Transaction flow.
9. “Business Days” means any day on which the relevant Facility Providers are open for business in India, other than Saturday, Sunday and any days declared by Getepay and/or System Participants as a holiday.
10. “Beneficiary” refers to any individual or business entity to whom the Merchant will make payments using the Services rendered by Getepay.
11. Calendar Day” means every day shown on the calendar including Saturdays, Sundays and any days declared by Getepay and/or Facility Providers as a holiday.
12. “Card Association Rules” shall refer to all written rules, regulations, releases, guidelines, processes, interpretations, and any other requirements, whether contractual or otherwise, that are imposed, adopted, or published by any Card Association.
13. “Chargeback” shall mean any approved and/or settled Transaction which is subsequently refused, debited, or reversed from the Merchant Bank Account or the Settlement Amount (and, which shall also include similar debits to Getepay bank accounts, if any) by the Facility Providers together with the bank fees, penalties or any other charges incidental thereto, where such reversal is initiated by an issuer pursuant to the Customer’s request.
14. “Chargeback Amount” shall mean the full or partial amount that is assessed by the Facility Provider and payable by the Merchant in respect of a Chargeback.
15. “Contact Point Verification (CPV)” Physical verification of the address or place of business of the merchant.
16. “Confidential Information” means any and all non-public, proprietary, or Confidential Information disclosed by the Disclosing Party, whether in written, oral, electronic, or any other tangible or intangible form, including but not limited to any discoveries, ideas, concepts, research, development materials, designs, blueprints, samples, flow charts, data flows, algorithms, computer programs, software (including source code, object code, APIs, systems, applications, and infrastructure), products, services, security protocols, integration methods, processes, marketing plans, technical, financial, commercial and business information or any sensitive information related to merchants or their customers. It also includes any analyses, documentation, or materials derived from such information, and any third-party information which the Parties are obligated to keep confidential. However, Confidential Information shall not include information that the Receiving Party can demonstrate: (i) was lawfully in its possession prior to disclosure; (ii) becomes publicly available other than through breach of this Agreement; (iii) is independently developed without use of the Confidential Information; (iv) is lawfully received from a third party without breach of any confidentiality obligation; or (v) is required to be disclosed by law or order of a competent authority, provided that the Receiving Party gives prior notice (to the extent legally permitted) to allow the Disclosing Party to seek protective relief.
17. “Customer” shall mean any person who purchases, avails of, or places an order for any products and/or services offered by a Merchant and who initiates or completes a Transaction using the Payment System provided by Getepay and/or the Facility Providers to make the relevant payment or remittance.
18. “Customer Payment Amount” shall mean the total amount paid by the Customer towards the Merchant Services which will include, inter alia, charges and other taxes, duties, costs, charges, and expenses in respect of the Merchant Services.
19. “Dashboard” means the online interface provided to the Merchant over Getepay Platform which enables the Merchant to access, view, monitor, and manage Transaction details and other information related to Getepay Services which may and can be used as a channel of communication between the Merchant and Getepay.
20. “Equipment” shall mean the equipment provided or sold by Getepay to the Merchant, which comes with a Subscriber Identity Module (“SIM”) based connectivity and includes Getepay’s systems (embedded and connective software), confidential documentation or any related and other Intellectual Property Rights supplied by Getepay.
21. “Facility Provider” means System Participants, software service providers as well as third party service providers, who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, who have an arrangement with Getepay to facilitate use of internet Payment Gateways to route internet based Transactions.
22. “Force Majeure Events” shall include, but not be limited to acts of God, epidemics, pandemics, acts of governmental policy/authority, fires, floods, earthquakes, severe weather, and lightning), explosions, insurrection, sanctions, general strikes or industrial action of any kind, riots, war (declared or undeclared), rebellion, sabotage, terrorism, civil commotion, stoppages of labor, labor disputes, shortages of materials, rationing, utility or communication failures, cyber incidents (including hacking, unauthorized access, malware, viruses, trojans, or any other disruptive mechanisms), illegal usage of the Website, unauthorized access to computer data and storage devices, computer crashes, acts of public enemies, blockades, embargoes, legal or regulatory orders, proclamations, restrictions, hostilities, mobilizations, detentions, revolutions, looting, lockouts, or any other event beyond the reasonable control of the affected party that prevents or delays the performance of its obligations.
23. “Getepay Fees” means the rates which Getepay may charge for Getepay Services, which shall include Getepay's Dashboard services, Getepay's API services and other value added services as specified in the onboarding form, LOI, or other document signed or agreed by the Merchant.
24. “Getepay Merchant Portal” shall mean the web-based interface or Dashboard provided by Getepay, accessible through the Platform, which enables authorized Merchants to manage their accounts, access transaction history, view payment reports, process payments, initiate refunds, track settlements, and utilize other related services and features offered by Getepay.
25. “Getepay Platform” shall mean the platform owned, operated and maintained by Getepay, access of which is provided to Merchant solely for the purpose of initiating and managing transactions, payments and related Merchant Product/Services in accordance with the terms stated here.
26. “Getepay Services” mean the Payment Aggregation Services, the Platform Features, the value added services and the technology services opted for by the Merchant for facilitating aggregation of payments made by Customers to the Merchant through one or more payment channels for purchase of Merchant Products. Getepay Services shall also include any additional specific services which are offered by Getepay and opted for by the Merchant from time to time in accordance with the terms set out in these Terms
27. “Getepay Website” means the website(s) owned, or operated, by Getepay, through which Getepay provides the Getepay Services to the Merchant and, where applicable, facilitates access by Customers for the purpose of initiating and processing Transactions, in accordance with this Agreement.
28. “Intellectual Property” means all present and future intellectual and proprietary rights, whether registered or unregistered, in any jurisdiction, including but not limited to copyrights, patents, trademarks, trade names, service marks, business names, logo, wordmark, rights in undisclosed or confidential information, such as know-how, trade secrets and inventions whether patentable or not, and all other similar rights of whatever nature. IPR shall further include all rights in software, source code, object code, APIs, technical documentation, specifications, algorithms, processes, systems, user interfaces, and related technology used or provided by Getepay in connection with the integration of the Merchant’s Website or systems with the Getepay’s Platform for the purpose of enabling Getepay Services for the Merchant’s Customers, together with all rights to sue for past, present, and future infringement.
29. “Merchant” means any person or entity that enters into an agreement with Getepay or uses the Getepay Platform and/or avails any of its Services and is thereby bound by the applicable Terms.
30. “Merchant Bank Account” shall mean the bank account maintained in the name of the Merchant, for the purpose of payment of the Settlement Amount, the details of which have been provided to Getepay.
31. “Merchant Discount Rate” or “MDR” means with respect to each Transaction Amount a percentage thereof as specified in the Registration Form or other onboarding document. Provided however that the Merchant Discount Rate may be revised from time to time by Getepay and Getepay will intimate Merchant of any such change on the Getepay Merchant APP, SMS or email.
32. “Merchant Product/Services” shall mean goods (whether in physical or digital form) and/or services offered by the Merchant to its Customers. Such Merchant Products/Services shall be genuine, lawful and not prohibited under Applicable Law or Guidelines.
33. “Merchant Website” shall mean the website which is established by the Merchant for the purposes of enabling its Customers to purchase Merchant Products/Services and to carry out the transactions for that purpose alone.
34. “Onboarding” or “Integration” is the process that is required to be completed to enable the Merchant to be registered on Getepay’s platform to commence use of the Getepay Services.
35. “Outstanding Amount” shall mean the amount that remains due and payable by the Merchant to Getepay, any Facility Provider, and/or any Customer, including but not limited to the amounts arising from: (i) losses, costs, damages, penalties, Chargebacks, refunds, overdrafts, or credit-related issues incurred by or imposed on the Customer, Getepay, or any System Participant; (ii) any fees, including the Fees related to Getepay Services, or other sums payable by the Merchant to Getepay; (iii) any claims, actions, or proceedings initiated by any Customer or third party against Getepay and/or any Facility Provider; and (iv) any penalties or costs levied on Getepay and/or System Participant due to negligence, act or omission by the Merchant.
36. “Partner Banks” shall mean the banks from which Getepay obtains nodal accounts for holding the Customer Payment Amounts in turn to facilitate the settlement of Customer Payment Amounts to the Merchant Bank Account.
37. “Payment Gateway” shall mean and include the software, applications, systems, platform and program that may be stipulated by Getepay to enable the authentication of Merchants and the authorization of payments effected by a Merchant through any of the modes of payment offered, in accordance with the Processing Mechanism.
38. “Payment Card Network” means any card association or payment network that facilitates clearing and settlement of card based payments viz., Visa, Mastercard, RuPay, American Express, or any other network.
39. “Payment Gateway Network” shall mean the hardware, software and telecommunications tools necessary to perform protocol conversion between different networks or applications and all associated software required for the Acquiring Bank to submit Authorization and data capture transactions to Getepay and to transmit Authorization and settlement of transactions between the Merchant and Getepay.
40. “Payment System” means a system that enables payment to be effected between a Customer and the Merchant, involving clearing, payment or settlement service or all of them, but does not include a stock exchange.
41. “Processing Mechanism” means the payment mechanism through the internet utilizing the Payment Gateway Networks of Acquiring Banks including steps relating to Authentication and Authorisation for the purpose of effecting the transfer of funds from the Customer's account to Getepay's nodal account followed by settlement of such funds to the Merchant's account.
42. “Refund” shall mean a refund issued by the Merchant through the merchant portal provided by Getepay to the Merchant within the timeline prescribed by the relevant Facility Providers, Applicable Law, Regulatory Guidelines, or such shorter timeline notified by Getepay or required under the applicable rules, as applicable.
43. “Registration Form” shall mean the merchant registration form, whether physical or digital, submitted by the Merchant and verified/accepted by Getepay for the purpose of availing Getepay’s Services.
44. “Regulatory Authority” means a government agency or independent organization empowered to enforce laws and regulations within a specific sector, ensuring compliance, safety, and fair practices, including but not limited to Reserve Bank of India (RBI), National Payments Corporation of India (NPCI) and any other relevant central or state governmental or regulatory authority having jurisdiction over the Parties or the subject matter of this Agreement.
45. “Representatives” means the directors, officers, agents, counsel, employees, advisors and its third-party suppliers, licensors, partners and sub-contractors.
46. “Soundbox” shall mean a small portable speaker for payment alerts, equipped with SIM based connectivity, designed to notify the Merchant with a loud alert when a Customer makes a payment by scanning an UPI/QR code.
47. “Settlement Amount” means the Customer Payment Amount minus the Fees and any other Outstanding Amount payable to Getepay by You.
48. “Security Fund” means the interest-free and refundable amount deposited or maintained by the Merchant with Getepay, whether by way of initial funding or periodic replenishment, as may be required from time to time in accordance with this Agreement, for the purpose of securing the Merchant’s payment, refund, chargeback, settlement, or any other outstanding obligations.
49. “Stipulated Percentage” refers to the proportion of Chargeback Amounts out of the total Transaction Amounts settled during the term of these Terms.
50. “System Participants” shall mean various banks (including but not limited to acquiring institutions/ issuing institutions/ Escrow Banks), financial institutions, Card Associations or any other system provider participating in the payment system as per Payment and Settlement Systems Act, 2007.
51. “System Provider” means a person who operates an authorised payment system.
52. “Terms and Conditions” shall mean these terms and conditions including both General and Specific as provided herein, and any and all schedules, appendices, annexure and exhibits attached to it and includes any addition, modification, amendment, addendum or deletion thereof agreed to in writing by the Parties.
53. “Transaction” shall mean a financial transaction conducted by the Customer through Getepay Services.
54. “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 Customer.
55. “Third Party” means any entity/person who is not a party to these Terms and Conditions.
56. “Unified Payments Interface” or “UPI” is a payment system that powers multiple bank accounts into a single payment network of any participating banks which enables multiple bank accounts to be accessed through a single payment interface and supports fund routing and merchant payments.
57. “Valid Mode” shall mean the Valid Card and other modes of payment.
58. “Working Days” means any day other than Saturdays, Sundays and any public holidays when banks are open for transaction of domestic business in India.

2. INTERPRETATION

Unless the context otherwise requires in this Agreement:

a. Words in the singular shall include the plural and vice versa;
b. Words denoting one gender shall denote the other gender also;
c. The word “including” shall be interpreted as “including but not limited to”;
d. Any reference to any enactment or statutory provision is a reference to it as it may have been, or may from time to time be, amended, modified, consolidated or re-enacted;
e. References to an “agreement” or “document” shall be construed as a reference to such agreement or document as the same may have been amended, varied, supplemented or novated in writing at the relevant time in accordance with the requirements of such agreement or document and, if applicable, of this Agreement.
f. The General Terms & Conditions and all Specific Terms and Conditions, along with any relevant schedules or annexures, shall constitute an integral part of this Agreement and shall be interpreted as a unified document.

3. SCOPE OF SERVICES

a) Getepay shall act as Payment Aggregator, providing payment aggregation services to the onboarded Merchants, thereby facilitating aggregation of payments made by Customers to Merchant through one or more payment channels including (i) Valid Card transactions to effect payments to merchants including recurring payments on a subscription model and e-mandate payments; (ii) net-banking transactions from Customer's bank accounts including transactions for e-mandate payments; (iii) payments from Customer's Wallets; (iv) payments through UPI; (v) Payments effected through inter alia the National Electronics Fund Transfer (NEFT) system, Real Time Gross Settlement (“RTGS”) system and Immediate Payment Service (IMPS) and (vi) recurring payments through modes such as e-NACH, e-Mandate services, UPI Mandate Services etc. (hereinafter referred to as the “Services”).
b) Getepay agrees to render its Services in accordance with the applicable provisions set forth under these General Terms for Payment Services along with Specific Terms for Specific Services, as opted by You.
c) In addition to the Services specified herein, Getepay may, subject to Applicable Laws and the Merchant’s requirements, provide other Additional Services as may be offered by Getepay from time to time.
d) In the event of any conflict between the General Terms and the Specific Terms set forth herein, the Specific Terms shall prevail over the General Terms.

4. REPRESENTATION AND WARRANTIES OF MERCHANTS

A. ELIGIBILITY TO AVAIL OUR SERVICES

a) To avail Our Services, You shall register on Our Platform.
b) You must be a natural or legal person. Accounts created or registered by “bots” or through other automated methods are not permitted and will be deleted without notice.
c) You must be a legally registered business entity or an individual of legal age who is authorized to enter into a legally binding contract and is not barred from receiving, using, availing or accessing the Platform or Services provided by Getepay as per Applicable Law.
d) You must hold valid and subsisting licenses, approvals, and consents as may be required for conducting Your business and performing Your obligations under these Terms.
e) The Services provided by Getepay through the Platform are available and are appropriate only for use in India.
f) You ensure that at the time of on-boarding and while submitting the Registration Form, You have accurately disclosed the purpose for which You intend to utilize the Platform and Services, and any Settlement Amount arising therefrom must be handled and utilized solely for such purpose. Getepay’s prior written approval is required before utilizing the Platform and Services for any purpose other than the one previously disclosed and approved.
g) The authorized person(s) signing the Application, physically or digitally, in the manner specified by Getepay, on behalf of the Merchant, has the authority to sign, execute, and accept it on behalf of the Merchant so as to create a legally binding obligation.
h) You must disclose the specific business category or categories for which the Services will be utilized. Failure to disclose, or providing false or misleading information, shall constitute a material breach, entitling Getepay and/or Facility Providers to suspend or terminate Services immediately, at its sole discretion and shall be liable to such damages and losses as incurred by Us due to Your act, error or omission.
i) You shall strictly adhere to and comply with all provisions of these Terms and the Registration Form governing the use of the Services.
j) In order to avail Getepay Services, You represent and warrant that (i) You shall duly submit all information, documentation, and declarations required by Getepay for the purpose of conducting Your customer due diligence (“CDD”), in accordance with MD on KYC as specified in Chapter IV of the MD on Regulation of PA dated September 15, 2025; and (ii) all information, documentation, and declarations furnished by or on behalf of You to Getepay, whether at the time of onboarding or at any time thereafter for CDD purposes, are true, accurate, complete, and not misleading in any material respect. You shall be solely responsible for promptly notifying and updating Us of any change in the information shared by You for purposes of CDD and shall provide such additional information or documents as may be reasonably required by Getepay from time to time for periodic updation of KYC as per Applicable Law and regulatory guidelines. The access to, and continuous availability of Getepay Platform and Services shall be subject to the successful completion of the registration and onboarding process, as determined by Getepay or as per the request and direction from Facility Providers or Regulatory Authority.
k) You agree and confirm that Getepay reserves the right, to demand, update, review, retain, and/or disclose any information or document provided by You, including CDD Documents or Proof Of Transaction, as required, to comply with Applicable Laws, regulatory requirements, legal processes, or on the request of statutory/government body, including without limitation based on risk categorisation and without any further consent of the Merchant from time to time, and You shall promptly provide all documents and information as required. Failure to furnish such documents when requested may result in suspension of Getepay Services, until Getepay is satisfied with the submitted information. Getepay shall be entitled to retain such unsettled amounts and apply the same in any manner as it deems fit.
l) Getepay reserves the right, at its sole discretion, to conduct Your contact point verification (CPV) in such manner and within such timelines as deemed fit by Getepay as per applicable MD on KYC, including collecting such information and clarifications as may be necessary to ensure the existence of Your establishment and to verify Your business activity to ensure compliance with Applicable guidelines. You agree to provide all required access, documents and information and hereby consent to Getepay for accessing and retrieving Your KYC records from the CKYCR, where required. Based on the outcome of such CPV, Getepay may, at its sole discretion, approve or reject the availability of Getepay Services to You.
m) You declare that neither You, nor Your Affiliates, nor Your Customers is a Politically Exposed Person or otherwise falls within any notified high-risk category requiring enhanced due diligence (“PEPs”). You must notify Us immediately if this status changes during use of the Getepay Platform or Services by You.
n) You unconditionally confirm that (i) the Facility Providers reserve the right to withdraw their approval at any time, even after commencement of Getepay Services, in such cases, Getepay shall not be held responsible for any non-performance. Enablement of Getepay Services is purely dependent on the approval from the System Participants on the basis of the documents received from the Merchant (ii) in the event CDD is not completed within the prescribed KYC/re-KYC check period. Getepay is not obliged to cause any payment of any Settlement Amounts to the Merchant Bank Account in respect of any unsettled Transaction.
o) You shall promptly notify Getepay in writing of any material adverse changes to Your business structure, ownership, financial condition, or any other information provided during the onboarding process, which may impair Your ability to fulfill the obligations contained herein. Getepay shall be entitled to suspend the Getepay Services and/or require advance payment, collateral, or other forms of security as a condition for the continuation of Services.
p) You represent that Your business does not engage in any high risk or prohibited activities as specified on the website of Getepay.
q) You shall avail Our Services only through the approved Merchant Website or any other mode expressly approved by Getepay.
r) You shall provide such reasonable assistance for the prevention and detection of fraud in respect of any transaction/s as Getepay or any Facility Provider may request from time to time.
s) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your affiliates unless expressly approved by Getepay in writing as per Applicable Laws and regulatory requirements.
t) You shall be solely responsible for providing Getepay with updated information in relation to personal, financial or business credentials which are or are likely to affect the performance of obligations by the Merchant as per these Terms, Applicable Laws or any statutory or regulatory requirement.
u) You shall ensure that the execution and performance of the Transactions contemplated under these Terms do not (i) violate any Applicable Laws, judicial or administrative orders, judgments, or decrees; or (ii) conflict with the terms of incorporation documents or any other contractual or regulatory obligations undertaken by or applicable to You.
v) You acknowledge and agree that Getepay shall not be liable for any aspect of Your products or services, including but not limited to quality, quantity, merchantability, non-delivery, delay in delivery, invoicing, support, or customer disputes. All such responsibilities rest solely with You and must be resolved by You directly with Your customers. You agree to indemnify, defend, and hold harmless Getepay and its affiliates from any claims, damages, or costs arising from Your products, services, or any breach of Your obligations contained herein.
w) You shall promptly notify Getepay of any unauthorized use of the Equipment and immediately take all reasonable steps to prevent further unauthorized use. If Getepay initiates legal proceedings arising from such unauthorized use, You shall, at Getepay’s discretion and expense, reasonably cooperate and participate in such proceedings by providing any authority, information, and assistance necessary to protect Getepay’s interests.

B. USE OF PLATFORM

a) You must not use the Getepay Platform, Equipment, or Services for any abusive, prohibited, unauthorized, unlawful or illegal purposes, including but not limited to the listing or promotion of any illegal, restricted, banned or inappropriate products or services on Our Platform, in such case, You will be solely responsible for any legal action by the Customers related to the products and services published, communicated or provided by You.
b) You must not violate any laws, rules or regulations in the jurisdiction applicable to You as per these Terms. We may, at our sole discretion and at any time, without advance notice or liability, suspend, terminate or restrict access to all or any component of the Getepay Platform and/or Services.
c) You shall be solely responsible for safeguarding and maintaining confidentiality of the account information, login ID, password and any other sensitive data related to the use of Getepay Platform. You agree to immediately notify Us of any unauthorized use or access of Your account by anyone else. You shall be fully liable for all activities conducted through Getepay Platform or Services using Your credentials, with or without permission, and whether undertaken by You or any third party. You shall be responsible for all activities that occur through Your account using the secure credentials. Getepay shall not be responsible or liable for failure on Your part to comply with this security obligation, or for any losses arising out of hacked account or stolen passwords, devices, Equipment or debit/credit cards.
d) We reserve the right to change, modify, alter, improve and update the Services, at any time, at Our discretion, and unless required under the Applicable Laws. We will be under no obligation to communicate such changes to You.
e) We reserve the right to reclaim or deactivate Your account without prior notice if the account is deemed inactive, with no login activity and/or transaction activity for a continuous period exceeding six (6) months.
f) Getepay where deemed necessary, may, conduct Your background and antecedent check and request such documents as may required.
g) If any new payment channel(s) /payment mode(s) is/are made available to You, upon Your request at a later date, which is/are beyond the Scope of Services, then the terms, conditions, and compensation for such Additional Services shall be such as mutually agreed to between the Parties.
h) You acknowledge and agree that access to Additional Services made available on or through Getepay Platform may be subject to additional or specific terms and conditions (“Specific Terms”) and You may be required to complete additional forms and provide further information or documentation. The Additional or specific Terms may be presented to You for acceptance in connection with the use or onboarding specific to such Additional Services and may also be made available via hyperlink on the Getepay Platform. By accessing or using any such Additional Service, You expressly agree to be bound by the applicable Specific Terms.
i) You hereby consent to the collection, storage, use, and pre-filling of such information and/or documentation by Getepay, whether provided (i) during the initial sign-up or registration process or (ii) in the course of availing Additional Service(s). Getepay reserves the right to verify or re-verify such information at its sole discretion in connection with the provision of any Additional Services. Your access to, and continued use of, any Additional Service shall be conditional upon successful completion of the relevant registration or onboarding process, as determined solely by Getepay.
j) Notwithstanding anything to the contrary, wherein the Getepay Services are being provided by Us based on Your personal credentials, You shall not grant access of Getepay Services to any unauthorized third party. In the event You fail to abide by the provision of this clause, in addition to the above stated indemnification liability, You shall also be liable for unauthorised usage of Getepay Services and any damages suffered by Us resulting therefrom.
k) You acknowledge that Getepay Services provided to You are passed on to Getepay by Facility Provider under these Terms, may be terminated, suspended or brought to an abrupt end by the Facility Providers for any reason whatsoever. In such event, Getepay Services will be terminated without giving any reason, and Getepay shall not be liable for fulfillment of any obligations in connection with these Terms.
l) You represent to have obtained valid and explicit consent from the Customers for sharing their information, including Personally Identifiable Information (PII), with Us, Facility Providers and any regulatory/statutory authority in connection with the Services as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or required otherwise pursuant to regulatory or statutory authorities’ orders and/or notices.

C. COMPLIANCE WITH APPLICABLE LAWS:

a) You agree and undertake to comply at all times with all Applicable Laws and with all guidelines, circulars, notifications, and directions issued by any Regulatory or Statutory Authority from time to time , including but not limited to the Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Prevention of Corruption Act, 1988, Information Technology Act, 2000 including Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, Digital Personal Data Protection Act, 2023, Consumer Protection Act, 2019, and the rules thereunder, Know Your Customer (KYC) Norms, Anti-Money Laundering (AML) Standards, Combating the Financing of Terrorism (CFT) Standards, PCI DSS & PCI SSF Standards, the Master Direction on Regulation of Payment Aggregators (PA), and the Master Direction - Know Your Customer (KYC). Any non-compliance of this provision will result in immediate suspension and termination of Getepay Services. You hereby undertake to implement all changes that are necessary to comply with the Applicable Laws and the instructions received from Getepay, System Participants, Facility Provider and/or any Regulatory Authority during the Term of this Agreement.
b) You agree to comply with the Card Association Rules so far applicable to You in compliance with the provisions relating to Card Payment Network. In case of any non-compliance, You shall reimburse the amount equal to any fines, penalties or other amounts being levied on or demanded of Getepay, Facility Provider or Regulatory Authority.

D. COMPLIANCE WITH ANTI-BRIBERY, ANTI-CORRUPTION, ANTI-MONEY LAUNDERING AND COUNTER-TERRORISM FINANCING LAWS

a) You unconditionally and irrevocably undertake to comply, and ensure that Your Representatives and Affiliates comply, with all applicable anti-bribery, anti-corruption, anti-money-laundering, and counter-terrorist financing laws in connection with the use of Getepay Platform and Getepay Services, and shall maintain appropriate internal controls to ensure such compliance. Further, You, Your Representatives or Your Affiliates shall not, directly or indirectly, engage in money laundering, bribery, corruption, or any activity that funds or supports terrorism or other unlawful acts. You shall promptly notify Getepay of any violation of this clause. Any breach of this obligation shall constitute a material breach of this Agreement, entitling Getepay to immediately terminate the Agreement, withhold Settlement Amounts, and recover any resulting losses, damages, or penalties.

E. DELIVERY OF PRODUCTS BY MERCHANT

a) You represent and warrant that: (i) all Merchant Products offered by You are genuine and are not counterfeit, fake, banned, offensive, duplicate, prohibited, or otherwise unlawful, and conform to the descriptions provided and the intended purpose; (ii) You do not have any malafide intent to mislead, defraud, or otherwise deceive customers or Getepay; (iii) shall not engage in activities that may harm Getepay and/or Facility Provider business, reputation, regulatory standing, or the payment ecosystem's integrity; (iv) shall not engage in activities related to banned or prohibited products including gaming, gambling, betting, wagering, lottery, crypto-related activities; (v) You shall have adequate mechanism to ensure satisfactory fulfilment of Customer Orders as per its terms and conditions; (vi) the products offered to the Customer shall be delivered within the agreed timelines and in accordance with Customer’s instruction and/or accepted terms; (vii) to keep its Customers informed and updated about the status of product / service delivery, timelines of delivery and delivery mechanism and evidence of product / service delivery is maintained; (viii) to provide Customers with invoices and communications through appropriate channels; (ix) You shall clearly disclose on the Merchant Website or through any other means the applicable as well as agreed privacy policy and/or terms and conditions, including timelines for processing returns and refunds, in a fair and transparent manner; (x) all material details or information including validity of rates/charges of the Products must be accurately communicated to the Customers; (xi) You shall ensure that Your Website does not contain any defamatory, obscene, pornographic or any instruction that may cause harm to Getepay, System Participants, Facility Provider and/or any other third party; (xii) clearly inform its Customer, prior to placing an order or availing any Merchant Product/Service, of all material details relating to such Products, and/or Services including their features, warranties, fees, charges, applicable taxes and likewise.
b) You undertake the following with regards to Customer support in relation to Merchant Product/Services: (i) to ensure high-quality Customer service at Your own cost and strictly in compliance with Applicable Laws; (ii) to have in place a customer support or grievance policy for addressing customer disputes including grievance escalation matrix and the same shall be disclosed to the Customer; (iii) to be solely responsible for handling and resolving all Customer complaints promptly and in no event beyond seven (7) days from the date of lodging of such complaint received from the Customer or communicated by Getepay on behalf of the Customer at its own cost; (iv) to promptly provide supporting documents evidencing the resolution of such complaints, as and when requested by Getepay; (v) to represent Yourself as a separate and independent entity from Getepay for any aspect of Merchant Product/Service, including but not limited to disputes regarding quality, quantity, efficiency, merchantability, non-delivery, delay in delivery, invoicing, support, fees, charges or any other customer disputes; (vi) to defend any claims related to the defect and/or deficiency in Merchant Product/Services at Your own cost without making Getepay a party to the same, and in event Getepay is made a party to any such dispute and/or claim You shall bear the entire cost of litigation on behalf of Getepay; and (vii) to indemnify, defend, and hold harmless Getepay and its affiliates from any claims, damages, or costs arising from Merchant Product/Services.
c) You must ensure not to: (a) impose any minimum or maximum Transaction values; (b) discriminate against the use of any card or payment instrument in any way; (c) split a Transaction into two or more Transactions; (d) accept a Transaction or present Transaction Data for processing which was not undertaken directly between You and the Customer; (e) accept or process Transactions in order to give Customers cash; (f) accept any Transaction using any card or payment instrument issued in Your name, or related to a partner in, or director or other officer of related to Your business, or of the spouse or any member of the immediate family or household of any such person; (g) submit Transaction data which You know or ought to have known to be illegal; (i) Refund Transactions to a card/ payment instrument which was not originally used to make such Transactions, and You must not, under any circumstances, accept money from a Customer in connection with processing a Refund to the Customer's account.
d) You shall be solely responsible for verifying the status of the Transaction on the Merchant Dashboard and shall initiate delivery of Merchant Product to the Customer only when You receive a confirmation of ‘Successful Transaction’ from Getepay. In the event You deliver the Product without such confirmation, You shall be solely liable for the consequences arising therefrom.
e) You shall retain verifiable proof of product delivery or dispatch of goods for every Transaction, whether initiated on the Merchant Website or through any other channel, for a minimum period of two (2) years from the date of delivery, including but not limited to order forms, invoices, explanation letters, rebuttal letters, certificates of insurance (where applicable), relevant screenshots and other supporting documents. You shall provide such proof to Getepay and/or the Facility Providers for review or inspection upon request. Notwithstanding anything contained in this Agreement, Getepay and/or the System Participants may request the Proof for any Transaction at any time, whether prior to or after settlement of the Settlement Amount into the Merchant Bank Account. If You fail to provide the requested Proof within prescribed timelines, Getepay and/or the Facility Providers may reverse or refund the corresponding Customer Charge to the Customer or reject the Customer Charge claimed by You.

F. BANNED CATEGORY, HIGH RISK AND ILLEGAL TRANSACTIONS

a) You undertake not to directly or indirectly, undertake or facilitate any activity or offer, deal in, or process any transaction relating to any banned, prohibited, or restricted products or services, including gaming, gambling, betting, wagering, lottery, crypto-related activities, or any other activities where the outcome solely depends on chance, or which are classified as high-risk, banned or prohibited under Applicable Laws, regulatory or statutory guidelines, or as notified or defined by Getepay from time to time, including those which are explicitly specified on the Getepay website.
b) You agree that, if You are: (a) found to be engaged in any prohibited, fraudulent, or suspicious activity as referred to herein; (b) found to misuse or breach or fails to adhere to the Integration Specifications provided by Getepay; (c) change Your line of business in breach of these Terms and/or Applicable Laws; (d) use Getepay Services on or through any website, mobile application, platform, interface or other channel other than an approved Merchant Website or other channel authorized by Getepay, Getepay shall, without prejudice to any other rights or remedies available under law or this Agreement, be entitled to: (i) initiate appropriate legal proceedings against You; (ii) withhold, freeze or mark lien on the whole or any part of the Settlement Amount available in Your Settlement Account; (iii) You may upon demand by Getepay forthwith, pay additional amounts as may be determined by Getepay in accordance with these Terms; and (iv) deduct from such withheld Settlement Amount and/or such additional amounts any charges, fines, losses, penalties or amounts payable by You to Getepay and/or Facility Providers and (v) suspend, terminate or restrict Your access to and use of Platform, Equipment and/or Services.
c) You unconditionally agree that, in the event of any violation of these obligations, (a)Getepay reserves the right to suspend or terminate this Agreement with immediate effect; and/or (b) seek injunctive, equitable, or other relief, without prejudice to any indemnity obligations provided elsewhere in this Agreement.

G. TECHNOLOGY RELATED PROVISIONS:

a) You agree that Getepay shall be entitled (a) to undertake comprehensive security assessment of Your system and infrastructure during onboarding or when required to ensure that minimal baseline security controls are adhered to by You as prescribed by Getepay and/or Regulatory Authority; and (b) at its sole discretion, specify any required upgrades or changes, to be promptly implemented by You for continuous availability of Getepay Services and ensure compliance with Applicable Laws and regulatory guidelines.
b) You shall ensure, as may be applicable, that Your systems and infrastructure are compliant with PCI DSS and, where applicable, PCI SSF, and provide security assessment reports, in such manner and within such timeframe as prescribed by Getepay, to ensure compliance with the aforesaid security standards.
c) You undertake to have in place a Cyber Crisis Management Plan (CCMP), to include components such as detection, containment, response, and recovery, to address cyber security risks.
d) You shall promptly, and in any event no later than 2 (two) hours from becoming aware, notify Getepay in writing of any actual or suspected unauthorized access to, collection, acquisition, use, transmission, disclosure, corruption, or loss of any Confidential Information, including Customer Data and Payment Data (“Security Incident”).
e) You shall immediately take all necessary and reasonable steps to investigate, contain, mitigate, and remedy each Security Incident upon becoming aware of it and shall provide Getepay with written details of the Security Incident, including the findings of any internal investigation, the corrective actions taken or proposed, and such additional information or assistance as Getepay may reasonably request.

H. REFUND

a) You shall: (a) maintain and keep updated on Your website all policies, including but not limited to the return and refund policy, cancellation policy, privacy policy, chargeback policy, grievance redressal policy (including turnaround times), and other terms and conditions, in accordance with Your products and line of business; (b) expressly disclose the above-mentioned policies, including applicable turnaround times and escalation matrix, to the Customer at the time of purchase of Your products, in a commercially reasonable manner, and to provide a copy of such policies to Getepay as and when requested; (c) ensure that all reversals or refunds in respect of failed, disputed, returned, or cancelled transactions are routed back through the original method and channel of payment, unless specifically agreed between You and the Customer to credit the refund through an alternate mode and is expressly permitted under the applicable card network, payment instrument or System Participant rules; provided that Getepay shall have no responsibility or liability where refunds are processed through such alternate mode agreed between You and the Customer; (e) acknowledge and agree that Getepay is not liable to verify any erroneous or fraudulent transactions; and (f) not give or accept cash refunds, or provide refunds in any other form of value, for transactions conducted through a different payment mechanism, unless otherwise required under applicable law.
b) The amount of any refund or adjustment shall include any associated taxes required to be refunded and shall not exceed the total amount charged in the original sale, except to the extent necessary to reimburse the Customer for any actual return shipping charges paid by the Customer towards return of the product, where contractually or legally required, if applicable. You agree that if Your refund policy prohibits returns or is otherwise unsatisfactory to the Customer, You may still receive a chargeback in relation to the disputed transaction.
c) You further agree that: (a) the fees charged by Getepay in respect of a transaction that has been confirmed shall not be refunded or repaid by Getepay to You or to any other person, irrespective of any: (i) chargeback; or (ii) Customer Payment Amount being rejected, refunded, or disputed; and (b) all payments relating to refunds and chargebacks shall be Your sole responsibility, and Getepay shall not be liable for any claims, disputes, losses, or penalties arising in connection with such refunds or chargebacks, whether to You or the Customer.
d) You will pay the applicable Chargeback or Refund amount, as the case may be, without demur, protest, dispute or delay, in accordance with the timelines, procedures and requirements prescribed under Applicable Law, Regulatory Guidelines, card network rules, System Participant rules and Getepay’s notified processes, as applicable. You further agree that Refunds will be initiated only within the applicable period permitted or prescribed under such Regulatory Guidelines and rules and any Chargeback request will be handled and processed subject to the applicable timelines, rules and exceptions prescribed by the relevant Issuing Bank, System Participant, card network, Regulatory Guidelines and Applicable Law, as in force from time to time.
e) You acknowledge and agree that all refunds and Chargebacks shall be subject to the applicable card network rules, banking regulations, and timelines prescribed by the relevant payment instruments, banks, or regulatory authorities. Getepay shall not be responsible for any delay, failure, or inability in processing of refund arising from incorrect instructions, insufficient balance, technical issues beyond Getepay’s control, or restrictions imposed by Facility Provider or under Applicable Law. Any fees, charges, or costs applicable to the processing of refunds shall be borne by You, unless otherwise agreed in writing.

I. CHARGEBACK

a) You acknowledge and agree that You will be solely liable for all Chargebacks arising from Transactions processed through the Getepay Platform, and Getepay will not be liable for any claims, disputes, losses, costs, expenses or penalties arising in connection with such Chargebacks. Any Chargeback Amount will be payable by You upon request, without any demur, protest, dispute, deduction or delay.
b) If any Customer, issuing bank, System Participant, Facility Provider or other relevant institution raises a claim, demand, dispute or Chargeback in respect of any Transaction for any reason whatsoever, the relevant Chargeback and all related financial responsibility will be borne solely by You. All Chargebacks will be processed in accordance with the processes and requirements of the applicable System Participants, Facility Providers and Getepay.
c) Upon receipt of a Chargeback request or notification, You will have the right to submit relevant details, proof of delivery, proof of transaction, records, data and other supporting information relating to the relevant Transaction within three (3) calendar days of receiving notification of the Chargeback request, or within such other period as may be specified by Getepay or the relevant Facility Provider.
d) If: (i) You fail to provide the required Chargeback documents or supporting information as requested by Getepay or the relevant System Participant or Facility Provider; (ii) You fail to provide valid proof of transaction or proof of delivery in response to any retrieval request within the prescribed or reasonable period; (iii) the Chargeback documents or supporting records provided by You are deemed insufficient by Getepay or the relevant System Participant or Facility Provider; (iv) You otherwise fail to provide any response, records or documents requested by Getepay within the prescribed timelines; or (v) the relevant dispute or Chargeback is decided in favour of the Customer by any issuing institution, bank, regulatory authority, System Participant or other competent body, then Getepay will be entitled, without prejudice to any other rights or remedies available to it, to: (a) reverse or debit the Chargeback Amount from Your bank account or settlement account and credit the same to the relevant customer or as otherwise required; (b) deduct, adjust or set off the Chargeback Amount from any Settlement Amounts, future settlements, balances, Security Fund or any other amounts payable by Getepay to You; (c) mark a lien on any amounts standing to Your credit or any unsettled Transactions in the pipeline; (d) withhold any Settlement Amount in respect of any unsettled or affected Transaction; (e) suspend or restrict the Getepay Services in whole or in part; and (f) impose any penalty, fee, charge, cost or expense levied by any System Participant, Facility Provider or other third party in connection with such Chargeback.
e) You agree and authorize that, if the amount available in Your bank account, settlement account, Security Fund or other amounts payable to You is insufficient to satisfy any Chargeback Amount or other Outstanding Amount, You will, within 24 hours of becoming aware of such insufficiency or receiving a demand or intimation from Getepay, pay the relevant Outstanding Amount in full without demur, protest, dispute or delay.
f) If You fail to make such payment within the above period, Getepay will be entitled, in addition to any other rights available under these Terms or Applicable Law: (i) to levy interest on the Outstanding Amount from the expiry of such 24-hour period until payment in full, at the rate communicated by Getepay; (ii) to recover the Outstanding Amount, together with applicable interest, costs and reasonable legal fees, through legal or recovery proceedings at Your cost; (iii) to withhold settlements in whole or in part until all Chargeback Amounts and other Outstanding Amounts are fully paid; (iv) to suspend or restrict availability of the Getepay Services wholly or partly until all such amounts are fully paid; and (v) to terminate or suspend Your access to the Getepay Services if the default continues beyond fifteen (15) days from the date of first default.
g) If Getepay and/or any Facility Provider determines that You or Your business associates registered with Getepay are incurring an excessive amount of Chargebacks, Getepay may establish such controls or conditions as it reasonably deems necessary in relation to Transactions under these Terms, including: (i) establishing new processing fees or risk controls; (ii) requiring You to create or maintain a Security Fund in an amount reasonably determined by Getepay to cover anticipated Chargebacks; (iii) requiring advance funding or prior payment of Chargeback Amounts before processing further Chargeback requests or Transactions; (iv) marking a lien on or withholding Settlement Amounts; (v) delaying or suspending payouts; (vi) charging interest on unpaid Chargeback Amounts; (vii) recovering penalties, fees or charges imposed by System Participants or Facility Providers; and (viii) disabling, suspending, restricting or permanently disallowing access to all or any part of the Getepay Services.
h) The rights and remedies of Getepay under this Clause will survive suspension, closure or termination of Your account and will be in addition to, and not in substitution for, any other rights or remedies available to Getepay under these Terms, Applicable Law or otherwise.

J. FAILED TRANSACTION

a) Getepay will act in accordance with applicable RBI guidelines while dealing with any failed transaction. However, You shall bear the responsibility for transaction failures resulting from: (i) Your own system, platform and infrastructure; (ii) incorrect transaction details, pricing, or instructions provided by You; (iii) non-fulfillment of obligations set forth in this Agreement.
b) You agree that Refunds of failed Transactions will be dealt with in accordance with the process mentioned in the Customer Grievance Policy of Getepay available at: https://getepay.in/customer-grievances-policy/
c) You agree that Getepay shall process refunds for failed or disputed transactions subject to receipt of funds from Facility Providers including the escrow bank, where applicable.

K. RECONCILIATION:

a) You shall conduct daily reconciliation of all Transactions processed through Getepay Services based on the files and/or transaction details made available by Getepay or its Facility Providers in the form of statements, MIS or API responses. Any anomalies or discrepancy identified during such reconciliation shall be reported to Getepay in writing without undue delay upon identification and in any case within five (5) days from the date of settlement, whichever is earlier. Failure to do so within the specified timeframe will release Getepay from any obligation in respect thereof, and the reconciliation statement, MIS or API responses provided by Getepay shall be deemed final, satisfactory and binding on You. Further, You agree that Getepay’s Services in relation to any transaction shall, subject to the applicable payment flow, be deemed completed upon confirmation of the Transaction status by the relevant Facility Provider and completion of daily reconciliation by You, and that any failure or non-reconciliation of transactions thereof shall be Your sole responsibility.

5. ROLES AND RESPONSIBILITIES OF GETEPAY

a) Getepay has received requisite authorisation or licence from Regulatory Authority and has the authority to perform its obligations under these Terms.
b) Getepay and/or relevant Facility Providers will allot the appropriate Merchant Category Code and Merchant ID to You, and will ensure that Your name is appropriately captured in all Transactions processed through the Getepay Services.
c) Getepay will assist in Your onboarding and providing a Dashboard through which You will get access to Transactions processed through Getepay Platform.
d) Getepay will be responsible for delivering, or causing to be delivered, the required equipment (“Equipment”) to You at the location specified by You and agreed upon by Getepay. The mode and terms of delivery shall be mutually agreed upon by the Parties and shall be subject to prior receipt by Getepay of all applicable installation fees, delivery charges, and any other associated costs, as communicated in advance.
e) Getepay is responsible for addressing and resolving any queries, feedback, or complaints raised by Customers regarding Transactions processed or attempted through Getepay Platform, in accordance with Getepay’s Customer Grievance Redressal Policy.
f) The monies deposited in the nodal account shall be transferred to Your account within the timeline prescribed under the applicable Regulatory Guidelines or within such other period as the Partner Bank may take to transfer the aforesaid monies to the Merchant Bank Account after deduction of Fees as per the Terms stated herein.
g) Getepay reserves the right to monitor, review, manage and analyse Transactions, activities and behaviors on our Platform and/or with respect to Getepay Services. If Getepay has reasonable grounds to suspect that a Transaction has been conducted in breach of these Terms or with the intent to defraud Getepay, Getepay or any of the Facility Providers may suspend or withhold payments pending investigation by Getepay and/or the Facility Providers
h) Getepay has appointed an officer responsible for responding to issues raised by You along with an escalation matrix for grievance redressal. Details of the designated officer and the escalation matrix are provided in the grievance redressal policy, as displayed and made available on the Getepay website at Customer Grievances Policy – Getepay.

6. SOUNDBOX AND EQUIPMENT

a) The Soundbox is under warranty for a period of 6 months from the date of activation. This warranty is exclusively applicable for new Soundboxes. However, this warranty does not cover damages due to misuse, negligence, or mishandling by You, beyond normal wear and tear, including but not limited to physical damages or charging issues. Further, Getepay shall not be held responsible for any network-related issues arising from telecommunications service providers. Additionally, You shall be liable for payment of any repairing or replacing charges, as applicable, based on the nature of the damage.
b) In the event of the sale of Equipment to You, the sales price, together with any applicable installation and delivery charges as specified shall be payable by You. These charges shall be non-refundable.
c) Installation charges, if any, as specified shall be non-refundable. Where any equipment is licensed or provided to You by Getepay, You shall be liable to pay the cost of such equipment in the event of damage to, loss of, or failure to return the equipment upon termination or expiry of the arrangement between You and Getepay, as specified herein or as otherwise agreed in writing between the Parties.
d) At the time of installation of the equipment availed by You, Getepay’s Representatives may train You about the procedure for using the equipment.
e) Replacement of Equipment: If the Equipment supplied to You is/are damaged/defective/not working, as per the specifications provided by Getepay, You shall inform Getepay and/or the Facility Provider (as the case may be) about the defect within 12 hours of delivery of the Equipment, in the manner specified by Getepay and/or the Facility Provider (as the case may be). Getepay shall investigate the defects in the Equipment. After the investigation is completed of the defect, Getepay shall use commercially reasonable efforts to either repair or replace the concerned Equipment(s) as soon as reasonably practicable from receipt of the request. Provided that it shall be at the sole discretion of Getepay to not replace or return the Equipment/s if Getepay finds that the damage/defect was due to action/inaction of the Merchant.
f) The Merchant acknowledges and agrees that Getepay grants the Merchant only a limited, non-exclusive, non-transferable right to use the Equipment in accordance with these Terms and Conditions and only within the territory of India. Title to and ownership of the Equipment shall remain vested in Getepay at all times, unless and until the Merchant purchases the Equipment.
g) Getepay shall deliver or cause to be delivered to the Merchant, the Equipment, at a place specified by the Merchant and agreed by Getepay. The mode of delivery shall be in a manner mutually agreed between the Parties but after receipt of installation fees and delivery charges, as may be applicable, by Getepay
h) To provide Support Services, no separate charges are recovered by Getepay from the Merchant under these Terms and Conditions
i) The Merchant shall at all times during the period of use of the Equipment avail the Support Services provided by or on behalf of Getepay.
j) The Merchant understands and acknowledges that the use of the Equipment in relation to Getepay Services requires internet/mobile network connectivity. The Merchant shall bear the costs incurred to access and use the Equipment and Getepay shall not, under any circumstances whatsoever, be responsible or liable for such costs.
k) The Merchant shall comply with the following obligations during their use of the Equipment at its respective Merchant Store: (a) The Merchant shall ensure safe custody and security of the Equipment and be solely responsible for all loss or damage to the Equipment caused, as a result of, negligence or mishandling by it, which will be determined after investigation by Getepay. Getepay's decision will be final in any case of the damage of the device. Provided that with respect to Article 19.2 (Replacement of Equipment), till the time the Equipment is not taken back by Getepay or the Facility Provider (as the case may be), it will be the sole responsibility of the Merchant to keep the Equipment in safe custody.

7. THIRD PARTY SERVICES, LINKS & PRODUCTS

a) You acknowledge and agree that Getepay is not, and shall not be deemed to be, responsible or liable for any content, products, services, promotions, or other materials made available, displayed, or linked through any third-party websites, applications, or platforms that may be accessed via the Getepay Website or Platform (collectively, “Third-Party Services”).
b) Getepay does not endorse, sponsor, or make any express or implied representations or warranties whatsoever in relation to such Third-Party Services, including, without limitation, with respect to their accuracy, reliability, availability, legality, security, merchantability, or fitness for a particular purpose.
c) You further acknowledge that Getepay does not control, and shall bear no responsibility for, the content, operations, policies, terms, or practices of any Third-Party Services. You shall be solely responsible for reviewing and complying with the applicable terms of service and privacy policies of such third-party providers.

8. SETTLEMENT

a) Subject to any other provision contained herein and receipt of funds from the Facility Providers in Escrow Account as per the Regulatory Guidelines, Getepay will facilitate aggregation of payments made by Customers to You through one or more payment channels for purchase of goods, services or investment products, and subsequently will settle the collected funds to You as per Regulatory Guidelines from time to time.
b) You hereby authorize and instruct Getepay to collect funds on Your behalf and to thereafter remit or transfer such funds to the Merchant Bank Account as provided by You at the time of on-boarding within such period as required under regulatory guidelines. You unconditionally acknowledge that the Settlement Amount transferred to You shall be subject to deduction of Outstanding Amount by Getepay.
c) Where Getepay has acted in accordance with these Terms, it shall be deemed to have acted as if instructed to do so by You. Such instructions shall be provided by You or Your duly authorized Representative in the manner prescribed by Getepay. You further agree that Getepay shall have no obligation to verify the identity of the sender and/or the accuracy or integrity of any instruction, and You shall not, under any circumstances, dispute Getepay’s reliance.
d) In the event of incorrect settlement in the Merchant Bank Account, Getepay reserves the right to recover or reverse any excess funds from the Merchant Bank Account.
e) You irrevocably and unconditionally confirm that: (a) Getepay will not be responsible for monitoring or controlling how You use any Settlement Amount once they are transferred from the Escrow Account to Your Merchant Bank Account. Settlement Amounts will be transferred to You subject to the availability of sufficient cleared funds relating to Your products or services as paid by the Customer. In the event of any delay or non-transfer due solely to the unavailability of such funds, Getepay shall not be liable for such delay or non-transfer; (b) If any instruction issued by You results in overdrawing of the Settlement Account, such instruction shall be deemed revoked and Getepay shall not act upon it; (c) Getepay may debit the Merchant Bank Account as per direction received from any Regulatory/Statutory body; (d) You undertake to make timely payments of all Outstanding Amount duly payable to Getepay or Facility Providers as and when demanded by Getepay or System Participants; (e) You shall be fully liable to payback any amount received in excess or erroneously from Getepay or Facility Provider within 2 (two) calendar days of receipt of claim or intimation from Getepay or Facility Provider without any delay, demur or protest; (f) In the event that, upon demand, any Outstanding Amounts remain payable by You to Getepay, the Facility Provider, or Customers shall be: (i) entitled to reverse any credit made to the Merchant Bank Account; (ii) recover such amounts by deducting the same from any current or future Settlement Amounts payable to You; or (iii) set off any Outstanding Amount payable to Getepay by You from the Security fund (where maintained) from time to time.
f) Notwithstanding anything contained herein, Getepay may refrain from taking any action which in its opinion, would or might contravene Applicable Law or Regulatory Guidelines in any relevant jurisdiction, and do all such things that is necessary in compliance with all Applicable Law and Regulatory Guidelines, including the Master Direction on Regulation of Payment Aggregators or any successor framework.
g) Settlement of the Settlement Amount to Your Bank Account as instructed by You will be made in accordance with these Terms, the applicable payment flow and the Regulatory Guidelines, subject to receipt of the relevant funds, applicable holds, reversals, Chargebacks, refunds, reconciliations and other permitted deductions. The Fees charged by Getepay to You is non-refundable; however You shall be liable to pay any Refund charges if it is required to be paid by the System Participants.

9. DISCLAIMER OF WARRANTY

a) To the maximum extent permitted under Applicable Law, the Platform, the software, Equipment, Services, Additional Services, and all related features, content, reference sites, information provided by Getepay are provided on an “as is” and “as available” basis and Getepay does not warrant that Getepay Services shall be: (a) ‘uninterrupted’, ‘without breakdown’, ‘free from any errors’; or (b) free from any virus, Trojan, other malicious, destructive or corrupting code, program or macro. You acknowledge that the services provided by the System Participants to Getepay which is passed on to You under these terms, can be in any event be brought to an abrupt end in any event whatsoever by Getepay, and/or the System Participants, for reasons beyond Getepay’s reasonable control or as required under Applicable Law or the applicable payment framework and in such an event Getepay Services to You will in turn be terminated without Getepay having to be given any reason whatsoever. Getepay does not authorize anyone to make any warranty on its behalf and You should not rely on any such statement and no oral or written advice, statement, or representation given by Getepay or its Representatives shall create any warranty not expressly set forth herein.
b) Getepay and its Representatives expressly disclaim all warranties, representations, and guarantees, whether express or implied, including without limitation with respect to: (i) Merchantability or fitness of Getepay Platform and/or Services for a particular purpose; (ii) the availability, accuracy or timeliness of the Services or any content therein; (iii) the uninterrupted, secure, or error-free operation of the Platform or Services as are provided by other Facility Providers; (iv) the security or confidentiality of any data, communications, or transmissions made via the Platform; (v) the correction of any defects, errors, or vulnerabilities in the Platform or Services; and (vi) the prevention of any loss, unauthorized access, or alteration of data; and (vii) the absence of viruses, malware, corrupting code, destructive programs or other harmful components transmitted through or associated with the Platform and Services.
c) Getepay shall adopt all commercially reasonable measures to ensure that there is no breakdown/ interruption or any technical flaw in the processing mechanism and You shall not hold Getepay/ Facility Providers responsible for any breakdown / interruption or any technical flaw in the processing mechanism and/or any consequent delay or failure in completion of payment instructions as a consequence thereof.
d) Getepay’s sole obligation and Your exclusive remedy in the event of interruption or failure to the Services or loss of use and / or access to Getepay Platform and the Facility Provider's facilities, shall be to use all reasonable efforts to restore the Services and / or access to the Platform as soon as reasonably possible.
e) Getepay reserves the right to make changes, enhancements, and/or modifications, due to mandatory, regulatory or periodic requirements, applicable to Getepay Services from time to time and as deemed necessary or appropriate for the provision of the Getepay Services by providing notice to You and You will comply with the directions and/or instructions issued by Getepay to make the Your systems compatible with the standards applicable to Getepay Services. Getepay shall provide such Additional Services to You as necessary to suitably modify/upgrade Your systems as requested by You on payment of such additional charges as Getepay deems fit in this regard.
f) Getepay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic Transactions; or (iii) any failure of a Facility Provider to settle the financial Transaction associated with Getepay Services, provided Getepay has properly routed the Transaction(s) concerned to the appropriate System Participant.
g) Getepay shall have no liability for: (i) any messages originating from Your server or any server deemed authorised by You; and (ii) any messages originating from Your server, which Getepay is not required to verify and and Getepay will have no liability merely for processing such messages in accordance with the applicable instructions and protocols
h) Getepay shall not be responsible for the security of data stored on Your server or any third-party server designated by You.
i) Getepay shall not be liable to You for any loss or damage caused directly or indirectly if such loss or damage is: (i) caused by You or Your employee’s or agent’s act or omission; (ii) results from actions taken by Getepay or the Facility Providers in reasonable good faith to avoid violation of Applicable Laws; or (iii) is caused by circumstances beyond Getepay’s control, including but not limited to vandalism, hacking, theft, phone service disruptions, internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure Event.
j) Any access to, use of, or reliance upon any data, content, material, or functionality obtained through the Platform or Services shall be at Your sole risk and discretion. Getepay and its Representatives shall bear no responsibility or liability for any damage to Your systems, devices, or data, or for any loss of data, arising from the use of, or download of, any such material.
k) The authorisation of a Transaction, whether through the API, screen, or any other means, does not guarantee that the payment will be successfully processed or that You will receive payment for such Transaction. Further, such authorisation does not ensure that the Transaction will not be subject to a Chargeback, nor that You will be exempt from any debits, reversals, or adjustments relating to that Transaction.

10. INDEMNITY

a) Notwithstanding anything contained in this Agreement, You shall indemnify, defend and hold harmless Getepay including its Representatives and Facility Providers and/or System Participants, at all times, from and against all actions, proceedings, chargebacks or claims, liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal fee including reasonable attorneys' fees), awards, damages(actual or consequential), recoveries, losses, taxes, charges, fines and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
i) any breach of Applicable Laws, including, without limitation, regulatory guidelines, Card Scheme rules, and the rules set forth by Facility Providers by You;
ii) iany fines, penalties, interest, claim, liabilities, or legal proceeding brought by a Customer or any third party against Getepay, directly or indirectly, in respect of any Products offered by You, or as a result of any Transactions and providing Getepay with prompt notice and a reasonable opportunity to participate in such proceedings to protect its interests;
iii) any act, deed, misrepresentation, omission, default, misconduct, non-performance, fraud or grossly negligent act of You or Your Representatives;
iv) any particulars, information, representations, or other details provided by You pursuant to or in connection with these Terms that are untrue, inaccurate, misleading, incomplete;
v) any breach or violation of Your obligations relating to confidentiality or intellectual property rights;
vi) any breach or non-performance of any undertaking, warranties, covenants or obligations by You under these Terms (as updated from time to time);
vii) any business activity undertaken by You falling in the negative, risky, restricted, illegal or banned categories, as specified on the website of Getepay;
viii) any wrongful, improper, unauthorized, or non-compliant use or incomplete and deficient implementation of the Getepay Platform and related services;
ix) any hacking, security breach, unauthorized access or compromise of Your website, system or Customer Data;
x) any excess amount of Chargebacks or refunds arising from the Transactions contemplated herein, along with any amounts due and payable by You to Getepay;
xi) any claims, penalties, interest, costs, or liabilities arising from Your failure to comply with applicable tax laws or from inaccurate or incomplete tax information so provided.
b) Should any proceedings be undertaken, which may give rise to Getepay’s liability under this Agreement, Merchant shall provide Getepay with prompt notice and an opportunity to participate in any such proceedings to represent its interest appropriately.
c) Notwithstanding anything contained in this Agreement, Getepay shall not be liable to Merchant in any event for any damages in excess of the total Fees actually received by Getepay from the Merchant under these Terms during the one (1) month period preceding the event giving rise to the claim.
d) The indemnities provided under this clause are in addition to, and without prejudice to, any other indemnities furnished by the Merchant to Getepay or any other indemnified party. All indemnities set out in this Agreement shall survive termination of this Agreement.
e) The Merchant binds himself unequivocally to be solely liable for any legal action/suits, and to make good to Getepay immediately upon demand such damages as suffered by Getepay directly or owing to claims by any third party or fines, penal actions taken by any statutory, regulatory, or other competent authority for breach of any terms of this Agreement.

11. LIMITATION OF LIABILITY

a) In no event shall We, Our Affiliates or Our Representatives, and Facility Providers, be liable to You in contract, tort, strict liability or otherwise for any injury, death, loss, claim, accident, delay or any direct, indirect, special, incidental, exemplary, punitive or consequential damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss) of any kind whatsoever arising out of or relating to, including but not limited to: (i) failure or delay in the use or inability to use Getepay’s platform, or services, or any Reference Sites; (ii) any errors, delays, or failures in Transactions or payment processing; (iii) unauthorized access to or alteration of data or transmissions, any material or data sent or received or not sent or received; (iv) fraudulent, unauthorized, or erroneous Transactions, including those involving counterfeit or stolen payment instruments; (v) viruses, malware, or any damages to the Merchant’s hardware (computer equipment or other property) resulting from access to Getepay’s Platform, Services or Your use of any content therein; (vi) performance or non-performance by Us or any third-party service providers, banks, or payment networks; or (vii) any transactions entered into by any third person, or the conduct of any other third party, or any infringement of another’s rights; (viii) any incorrect, incomplete, or inadequate information provided by the Merchant, any collection, use, process and share of Your information and details with Your consent under these Terms and Conditions, even if Getepay or a Getepay authorized Representative has been advised of the possibility of such damages or losses (ix) For circumstances beyond Getepay’s control.
b) Notwithstanding anything to the contrary in these Terms, the aggregate liability of Getepay and that of its Representatives for any claims arising from these Terms, or in relation to the Services, or for any other reason whatsoever, whether for direct or indirect damages, shall be strictly limited to and not exceed the aggregate amount of Fees actually paid by the Merchant to Getepay for the Services giving rise to such liability in the 1 (one) month period immediately preceding to the event giving rise to the liability. This limitation applies regardless of the nature of the claim or the circumstances giving rise to the liability.
c) In addition Getepay and/or Facility Providers shall not be liable (i) for any failure or delay in performing their obligations under these Terms if such failure or delay is caused by Your acts or omissions and/or results from actions taken by Getepay or System Participant in good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; and (ii) for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly in connection with Getepay’s Website, Platform, and Services under these Terms, or any loss/damage resulting from any loss of data, interruption or stoppage of access to or non-availability or connectivity to Getepay Website or Platform not directly attributable to Getepay; or (iii) is caused by circumstances beyond control of Getepay, including but not limited to vandalism, hacking, theft, telecommunication failures, internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of force majeure event.
d) This Clause shall survive the termination or expiry of this Agreement.

12. SUSPENSION AND TERMINATION

a) Notwithstanding anything contained in this Agreement, Getepay will be entitled to suspend or terminate any arrangement with You forthwith, without any notice, upon the occurrence of any one or more of the following events:
i) If You fail to comply with or breach any of the terms, conditions, representations, or obligations set forth herein without just or sufficient cause to the satisfaction of Getepay;
ii) If You or Your Representative(s) have perpetrated, is alleged to have been involved in, or facilitated any fraudulent, illegal or unauthorized activities and/or transaction and/or engaged/carrying out any illegal or immoral activity in connection with these Terms;
iii) If such a transaction ceases to be approved by Applicable Law or by the regulatory authorities;
iv) If You are carrying the activities contemplated as prohibited under these Terms, Applicable Laws or regulatory guidelines;
v) If You refuse inspection by Getepay and/or Regulatory Authority, or provide false, inaccurate and incomplete information under the obligations contained herein.
vi) If You are declared bankrupt, go into liquidation (voluntary or compulsory), become insolvent or are deemed inactive as per our assessment parameters;
vii) If You engage in activities that, in our sole discretion, may harm Our business, reputation, regulatory standing, or the payment ecosystem's integrity;
viii) If any Facility Provider, System Participant, Regulatory Authority, law enforcement agency, or other competent body has advised or directed Getepay to suspend the availability of Getepay Services to You, either wholly or partially, irrespective of the existence of any ongoing investigation or inquiry into alleged illegal or unlawful activities;
ix) If You exhibit a pattern of high, anticipated, or unresolved transaction disputes, including chargebacks, refunds, or reversals associated with Your use of the Services;
x) If You modify the core nature of its products or services from those disclosed during onboarding without prior written approval or in case of any discovery of false, misleading, inaccurate, or incomplete information provided during onboarding;
xi) If You offer any Products that are banned, illegal, or offensive and/or are not in compliance with Applicable Laws.
xii) If there has been no activity on Your account or the Merchant Bank Account, as applicable for a continuous period of six (6) months.
xiii) If You do not accept the revised or additional Service Fee as intimated by Getepay.
xiv) In the event that any services provided by the Partner Bank are terminated, all Getepay Services that are directly related to or associated with such Partner Bank services shall automatically and immediately cease to be available to You.
xv) Any other reason not specifically set out above but sufficient to discontinue the arrangement between You and Getepay.
b) In event of termination of arrangement with You:
i) You shall immediately refrain from any action that would or may indicate any relationship between You and Getepay and cease to use in any manner whatsoever any Intellectual Property of Getepay and its corporate logo for any future correspondence/ communications.
ii) You shall remain responsible for all Chargebacks, Refunds, penalties, assessments, fraudulent transactions, or other liabilities arising till the date of termination.
iii) You shall promptly return or destroy any Confidential Information, documents, materials, equipment or any other material shared by Getepay from time to time under the terms of this Agreement.
iv) The termination or expiry of the arrangement between You and Getepay shall not affect any rights, obligations, or liabilities of either Party that accrued prior to termination, or are intended, expressly or by their nature, to survive termination.
v) In case of fraud, or violation of Terms stated herein by You, Getepay may withhold Settlement Amounts to the extent permitted under Applicable Law and apply them towards Chargebacks, refunds, penalties, losses or other Outstanding Amounts. Any permanent forfeiture will be subject to Applicable Law and directions of the competent authority, where required.

13. CONFIDENTIAL INFORMATION

a) You agree to use the Confidential Information of Getepay that is shared with You or otherwise comes to Your knowledge will be used, retained and disclosed solely for the purposes contained herein and any disclosure of same by You to Your Representatives shall be on a strict “need to know” basis, and the obligation no less stringent than those contained in this clause shall apply to such person.
b) You agree to maintain strict confidentiality of all, or any Confidential Information received from or on behalf of Getepay, and to use such information solely for the purpose of accessing or using Getepay Services and/or the Platform in accordance with these Terms.
c) You agree to implement and maintain reasonable security measures and procedures, including administrative, technical, and physical safeguards, consistent with industry standards and Applicable Laws, to protect Confidential Information from unauthorised access, disclosure, copying, distribution, alteration, or destruction.
d) You shall promptly notify Getepay, and in any event within 2 (two) hours, upon becoming aware of any loss, unauthorized disclosure or use of Confidential Information and cooperate in good faith to investigate, mitigate, and remediate the breach, and to support any legal or regulatory reporting obligations including assisting in the recovery and prevention of further unauthorized use or disclosure of such Confidential Information.
e) Upon request by Getepay or upon termination or expiry of these Terms, whichever is earlier, You shall promptly return or permanently destroy all originals, copies, reproductions and summaries of Confidential Information in Your possession or control, whether in digital or physical form, and provide written certification of such destruction upon request, and not reverse engineer, decompile or disassemble any software, systems or other confidential technology of Getepay.
f) You acknowledge that unauthorised disclosure or use of Confidential Information may cause irreparable harm to Getepay, for which monetary damages may be inadequate. Accordingly, Getepay shall be entitled to seek equitable relief, including but not limited to injunctive relief and specific performance, in addition to any other legal remedies available under law or equity.
g) You agree not to publicly disclose any information related to Getepay’s Services, operations, business, or any other proprietary or confidential information whether in print, electronic media, or otherwise made public without Getepay’s prior written consent. Any unauthorized disclosure that results in harm to Getepay, including damage to its brand reputation, may entitle Getepay to seek appropriate remedies, including financial compensation.
h) However, such obligations shall not apply in the following eventualities: (i) Information already in the possession of a Party; (ii) Information which is or becomes generally available to the public; (iii) Information that is independently developed by the Party (iv) Information disclosed to a Party by a third party who is not subject to any confidentiality restriction; (v) Information that is required to be disclosed by law or under a court order or under applicable regulations or policies of any regulatory/statutory/governmental agency of competent jurisdiction or any stock exchange, provided sufficient notice is given to the Disclosing Party for the Disclosing Party to seek appropriate protective order or exemption from such requirement, prior to disclosure by Receiving Party.
i) The confidentiality obligations set forth in this clause shall survive for the period required under Applicable Law and Regulatory Guidelines following termination or expiry of these Terms.

14. INTELLECTUAL PROPERTY:

a) You acknowledge and agree that Getepay is and will remain the sole and exclusive owner of all rights, title and interest in Intellectual Property in the application, software, platform/website associated with the Getepay Services, and You shall not knowingly or intentionally do or commit any acts that would impair and/or adversely affect the rights, ownership and title of Getepay in relation to its Intellectual Property or the reputation / goodwill attached thereto.
b) Getepay may grant You a non-exclusive, non-transferable, non-sublicensable and revocable licence, limited to the right to (a) access the Getepay Platform to avail Services and make personal use of the website and the Services; (b) access and use API solely for the purpose of integrating and interacting with the Getepay Platform in accordance with the provided Documentation; (c) share and exchange data, information and/or instructions with Getepay through the Getepay Platform solely in accordance with the use cases permitted under these Terms.
c) You agree not to remove, obscure, or alter Getepay or any third party’s copyright, patent, trademark, or other proprietary rights notices, which may be affixed to or contained within or accessed in conjunction with or through Getepay’s Services. We reserve all rights not granted under the Terms and shall not permit any third party to access Getepay Services or the Intellectual Property therein except as expressly permitted under these Terms.
d) Except as expressly authorized by Getepay in writing, You will not download, copy, distribute, create a derivative work, modify, publish, edit, adapt, transmit, publicly perform or display or otherwise attempt to derive or discover all or any portion of Intellectual Property of Getepay in any form or media, sell, assign, sub-license, grant a security interest in, or otherwise transfer any right in the Services or marks and make unauthorized use of the Materials or Getepay’s Intellectual Property.
e) You further acknowledge and agree that the Services may contain information that is designated confidential by Getepay and You shall not disclose such information without our prior written consent, and agree not to build a product or service that competes with Getepay Services using or incorporating the Intellectual Property of Getepay. You further undertake that You shall not, nor will allow others to decompile, disassemble or reverse engineer any part of the Intellectual Property.
f) You agree not to challenge our ownership rights, goodwill, or proprietary interest of the Platform, or any related intellectual property of Getepay. You shall not, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of Getepay.

15. DATA PROTECTION, SECURITY AND CONSENT

a) You hereby commit to implementing all reasonable measures to safeguard the data acquired, processed, stored, transferred or generated in relation to Getepay Services and ensure compliance with Applicable Laws and Regulatory Guidelines relating to data protection and cyber security as notified by RBI/NPCI or any other competent authority from time to time. You shall ensure that Your systems and procedures are meticulously designed to prevent misuse, unauthorized access, alteration, destruction, or any actions that could jeopardize the integrity or accuracy of the data, and shall exercise due diligence in securing and regularly updating its systems/website and shall restrict access solely to authorized personnel.
b) Parties shall take all such precautions as may be feasible or as may be directed by Facility Provider, System Participant or Regulatory Authority to ensure security of data during transmission, and both Parties shall ensure that there are proper encryption and robust security measures at their respective websites and systems to prevent any hacking into information pertaining to Transactions as per these Terms.
c) You undertake not to store, collect, or retain any personal information or payment data of Customers, including, without limitation, any details relating to card credentials, in any form within Your systems, servers or databases, unless explicitly permitted under Applicable Laws or Regulatory Guidelines. Getepay and/or any Regulatory Authority may carry out a security audit to verify Your compliance with this requirement by You, and You undertake that any card-related information collected by You is solely for the purpose of processing a permissible Transaction and limit access to respective selected employees strictly on a need to know basis, such information shall be securely deleted or purged within twenty-four (24) hours of completing the Transaction.
d) Any breach of data by You or on Your behalf or by any of Your Representatives shall be immediately notified to Getepay without demur and within 2 (two) to 4 (four) hours and take such reasonable measures as are sufficient to mitigate the risks arising from such data breach.
e) Parties undertake to (a) store entire data relating to payment systems operated by them solely on systems/data centers/servers situated in the Territory; and (b)submit all required reports or information to regulatory or statutory authorities in a timely manner.
f) Parties undertake to, at all times, comply with the requirements of all the applicable laws and regulations, notifications and guidelines issued by Regulatory Authority in relation to tokenization (“Tokenization Regulations”).
g) Parties agree to store entire data relating to payment systems operated by them solely on systems/data centers/servers situated in the India and submit all required reports or information to regulatory or statutory authorities in a timely manner and where applicable shall abide by “Storage of Payment System Data” guideline.

16. CONSENT AND PRIVACY

a) You agree to maintain an updated privacy policy and consent driven architecture, to ensure that You have adequate approvals and have obtained explicit, free, informed, unconditional and unambiguous written authorization from the Customers as required by Applicable Laws, Regulatory Guidelines and any contract to access, collect, store and transmit Personal Information of the Customers using your System, including your Website or any Platform.
b) You hereby expressly and freely consents that Getepay, its Affiliates, System Participants, Acquiring Banks, Subsidiaries, authorised Service Providers and any Statutory and Regulatory Authority may collect, receive, access, store, process, use, retain, disclose, share or transmit any data, records, documents, credential or information relating to You (including personal information, sensitive personal data, transactional & Payment Data, Customer Due Diligence Documents (KYC), Proof of Transaction, or such other relevant data and/or information, the “Merchant Data”) in accordance with Applicable Law including the Data Privacy Legislations, solely for the purpose (i) of performance of this Arrangement; (ii) as reasonably anticipated by You in connection with the Services; (iii) as otherwise disclosed to or expressly authorized by You; (iv) sharing with any third party in compliance with any order of a competent court or tribunal; (v) for such other purposes as expressly specified by the Getepay; and (vi) to comply with or as authorized by Applicable Law, Regulatory requirements, audits, reporting obligations, dispute resolution, fraud prevention, risk management, system operations, and service enablement.
c) You further agree and consent that System Participants, Acquiring Banks, authorised Service Providers may further share and disclose such relevant Merchant Data, Personal Information, Payment Data, Customer Due Diligence Documents (KYC), Proof of Transaction, or such other data and/or information with their respective service providers, Subsidiaries and/or Regulatory Authority.
d) You represent that, where You supply Getepay with any Personal Information relating to another individual, it is duly authorised to do so, and You agree to inform such individual that Getepay will collect, use, and disclose such Personal Information for the purposes set out in these Terms.

17. AUDIT, INSPECTION AND MONITORING

a) Getepay, its directors, officers, employees, internal or external auditors, and any applicable regulatory, supervisory, or statutory authority, including without limitation the RBI, NPCI, or any other competent authority, shall have the right to access, review, audit and inspect the operations, records, systems, books, accounts and facilities to ensure compliance with the obligations contained herein or as required by the regulatory or statutory authorities under Applicable Laws, and You will provide all required cooperation in that regard.
b) Any audits, inspection or review may be conducted periodically or at any such time as deemed necessary by Getepay, the Facility Provider, or regulatory authorities for verifying the information and documents made available by You for accessing and using Getepay Website, Platform or Services as per these Terms.
c) You shall (i) fully cooperate with any audit, investigation, or inquiry initiated by Getepay, its financial partners, regulators, auditors, Facility Provider, law enforcement agencies, or any other competent authority; (ii) provide timely access to all necessary records and information, and permit physical inspection of Your place of business and other relevant facilities; and (iii) furnish all documentation, records, and clarifications reasonably requested in connection therewith. If any audit or inspection reveals deficiencies in Your practices, You shall take corrective action within a reasonable time frame as specified by Getepay, the Authorized Bank, Facility Provider or regulatory authorities.
d) Getepay reserves the right to request periodic security assessment reports from You to verify compliance with the cybersecurity requirements and to ensure the security and integrity of the customer and transaction data.
e) You agree to keep complete, accurate and updated records of all Proof of Transaction in connection with the provision of Merchant Products to Customers in such form and for such time period as required under Applicable Laws and Regulatory Guidelines and shall provide all necessary documents, including but not limited to KYC documents, relevant books, the original copy/copies of proof of transactions, invoices, or other records, including pertaining to any order placed by Customers.
f) In the event You refuse to cooperate with an audit or inspection, provides false, incomplete, or misleading information, or fails to comply with the obligations contained herein, Getepay reserves the right to suspend or terminate the Services provided under these Terms with immediate effect.
g) Getepay’s right to audit and inspect shall survive the expiration or termination of this Agreement for the period required under Applicable Laws and Regulatory Guidelines.
h) Getepay, in its sole discretion and without prejudice to any other rights, retains the right to report (a) any breach of these Terms or any other Applicable Law or Guidelines (b) any identified violations or suspicious transactions involving money laundering or terrorist financing to Regulatory Authorities or law enforcement agencies, as well as to FIU-IND, and to submit any data or information as required by them from time to time.

18. GRIEVANCE REDRESSAL

a) Getepay has a board approved policy for dispute resolution mechanism to handle payment related disputes for Transactions facilitated by Getepay as made available at https://getepay.in/customer-grievance-policy/ (“Grievance Redressal Policy”).
b) You hereby undertake and agree that: (a) You and Customers shall adhere to and comply with Getepay’s Grievance Redressal Policy for the purpose of addressing any grievance or complaint explicitly related to Getepay Services; (b) You shall extend full cooperation to Getepay for the effective resolution of any such grievance; (c) You shall ensure that Customers cooperate with Getepay and/or any relevant third parties to facilitate the successful redressal of grievances raised against Getepay; (d) You shall ensure that no Customer asserts any claim, initiates any action, or seeks any remedy against Getepay for grievances that are outside the scope of Getepay’s Services or do not arise from any deficiency attributable to Getepay in connection with Getepay Services.
c) You acknowledge and agree that, in the event a grievance raised by You falls outside the scope of Getepay’s Services or does not arise from any deficiency with respect to Getepay Services, you irrevocably agree not to hold Getepay liable, nor seek any remedy from Getepay, in connection with any deficiency, action, or omission attributable to a third party within the payments ecosystem.

19. GOVERNING LAW/ JURISDICTION

20. FORCE MAJEURE

Getepay and its Facility Providers shall not be liable for any failure or delay to perform any of its obligations and/or Services under the Terms stated herein, if the performance is hindered or delayed by a Force Majeure Event, as defined in Clause 2 above. Getepay will inform You of the existence of a Force Majeure Event and shall consult with each other to find a mutually acceptable solution. Upon the occurrence of a Force Majeure Event, the time for performance of the affected obligations shall be extended for the period of delay caused by such Force Majeure Event.

21. DISPUTE RESOLUTION

a) In the event of any claim, dispute or difference arising out of or in connection with the provision of Getepay Services or use of Getepay Platform by the User, the aggrieved Party shall notify the other Party in writing by serving a formal notice of such dispute (“Dispute Notice”).
b) Upon receipt of Dispute Notice, the Parties shall make their best efforts to resolve such claim or dispute amicably through good faith negotiations within a period of 15 (Fifteen) days from the abovementioned Dispute Notice.
c) In the event of non-resolution of dispute within the aforesaid period, the claims or disputes shall be referred to the sole arbitrator jointly appointed by the Parties. All proceedings in any such arbitration shall be conducted in English.
d) The seat of Arbitration shall be in Jaipur, India and shall be governed by the Arbitration and Conciliation Act, 1996, or any other law relating to arbitration in force in India at the relevant time.
e) The Parties agree that, Getepay may, in its absolute discretion, choose to commence any legal action or proceedings arising out of this Agreement in any court, tribunal or appropriate forum and the Merchant irrevocably submits to the jurisdiction of that court or tribunal.

22. NOTICE

Getepay may provide You with notices and communications via email, regular mail, or posts on the Getepay Website(s) or by any other reasonable means. Except as otherwise set forth herein, notice to Getepay must be sent by courier or registered post to the Compliance Department, Futuretek Commerce Private Limited, Plot no 181, Gopi Nagar, Murlipura, Jaipur – 302039. Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, post, courier, registered post or email.

23. MISCELLANEOUS

a) Assignment: You may not assign or transfer any rights or obligations under these Terms, in whole or in part, without Getepay’s prior written consent. Getepay may assign or transfer these Terms, in whole or in part, to any Affiliate or as part of a corporate reorganisation, merger, acquisition or transfer of business.
b) Relationship between parties: The relationship between You and Getepay shall be that of independent contractors and nothing in these Terms shall be construed as a joint venture, pooling arrangement, partnership, employment, agency or any other similar arrangement of that nature.
c) Heading: The captions of the paragraphs contained herein, are for convenience purposes only, and shall not in any way define or limit the scope or content of these Terms and shall not be considered in any construction or interpretation of these Terms.
d) Binding Effect: These Terms constitute valid and legally binding obligations, enforceable against You in accordance with their terms.
e) Survival: It is expressly understood by the Parties that in the event of the termination of these Terms or any reason whatsoever, the following clauses shall survive termination or expiry of the arrangement between Parties: Clause 14 (Indemnity), Clause 13 (Intellectual Property), Clause 16 (Limitation of Liability), Clause 5 (Representation, Warranties and Obligations of Merchant), Clause 12 (Confidential Information), Clause 20 (Grievance Redressal), Clause 15 (No Warranty), Clause 22 (Dispute Resolution) and Clause 19 (Governing Law).
f) Severability: It is agreed that if any provision of these Terms, is declared null and void, or is of no force and effect for any reason that such determination shall not affect any other provisions of these Terms and all other provisions shall remain in full force and effect.
g) Modification: These Terms can be amended and modified by Getepay for ensuring compliance with Applicable Laws and regulatory and/or statutory obligations from time to time.
h) Further Assurance: Each Party shall execute such other documents, do such acts and things and take such further actions as may be reasonably required or desirable to give full effect to the provisions of these Terms and the transactions hereunder and each Party shall use its best endeavours to procure that any necessary third party shall execute such documents, do such acts and things and take such further actions as may be reasonably required for giving full effect to the provisions of these Terms and the transactions hereunder.
i) Waiver: The failure to exercise or enforce any right or provision under these Terms by Getepay shall neither constitute a waiver of any other terms or conditions with respect to any other or subsequent breach nor a waiver by Getepay of its right at any time thereafter to require exact and strict compliance with these Terms.

ANNEXURE A

List of Prohibited Products/Services:

Adult goods and services including pornography and sexually suggestive materials;
Alcohol or alcoholic beverages including beer, wine, liquor, or champagne;
Body parts including human organs, preserved or cadaver-derived materials;
Bulk marketing tools including email lists and unsolicited messaging software;
Cable TV descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
Child pornography in any form;
Copyright unlocking devices including mod chips or circumvention tools;
Copyrighted media including unauthorized copies of books, music, movies and other licensed or protected material;
Copyrighted software including pirated software, games, and original equipment manufacturer (OEM)/bundled software;
Counterfeit and unauthorized goods including fake brands, autographs, and replicas;
Drug paraphernalia including accessories and herbal drugs like salvia or magic mushrooms;
Drug test circumvention aids including cleansing products and synthetic samples;
Animal parts including hides, skins, nails, teeth, or body parts of animals;
Auction or bidding-based platforms;
Any product or service, which is not in compliance with all Applicable Laws and regulations; whether federal, state, local or international including all laws of India;
Cardholder data sharing, selling, or exchanging with third parties in violation of regulations;
Chit funds (except government or PSU entities);
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property
Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts.
Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes.
Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; b) Encourage or incite violent acts; c) Promote intolerance or hatred.
Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; b) Encourage or incite violent acts; c) Promote intolerance or hatred.
Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.
Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a recognized and licensed medical practitioner in India or anywhere else.
Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
Securities, which includes stocks, bonds, mutual funds or related financial products or investments.
Tobacco and related products including chewing tobacco and cigar;
Traffic devices, which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products.
Weapons, which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
Wholesale currency, which includes discounted currencies or currency exchanges.
Multi Level Marketing schemes or Pyramid / Matrix sites or websites using a matrix scheme approach.
The Merchant who deal in intangible goods/ services (eg. Software download/ Health/ BeautyProducts), and businesses involved in pyramid marketing schemes or get-rich-quick schemes. Any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the Merchant from time to time;
Work-at-home information;
Drop-shipped merchandise;
Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Datatransfer/ allied services. Voice process /knowledge process services excluding Broadband;
Virtual currency, Cryptocurrency, prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, both local and international including the laws of India;
The Merchant providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance.
Mailing lists;
Money laundering services;
Database providers (for tele-callers).
Bidding/Auction houses;
Activities prohibited by the Telecom Regulatory Authority of India;
Merchant who offers cash withdrawal services (MCC 6010) at applicable POS/merchant outlets;
Merchant providing and selling "Mystery" Boxes.

ARTICLE 1: SCOPE, DEFINITIONS & INTERPRETATION

1.1 Scope

Futuretek Commerce Private Limited ("Getepay”) has developed and is the owner of integrated payment platform that is used by Getepay to provide services relating to onboarding of merchant & facilitation of electronic payments through different modes such as (a): Valid Card transactions to effect payments to merchants including recurring payments on a subscription model and e-mandate payments; (b) net-banking transactions from Customer’s bank accounts including transactions for e-mandate payments; (c) payments from Customer’s Wallets; (d) payments through UPI ; (e) Payments effected through inter alia the National Electronics Fund Transfer (NEFT) system, Real Time Gross Settlement (RTGS) system and Immediate Payment Service (IMPS) and (f) recurring payments through modes such as e-NACH, e-Mandate services, UPI Mandate Services etc. (hereinafter referred to as the “Getepay Services”).
This Terms and Conditions is between you (“Merchant”) and Getepay, and shall govern your use of Getepay 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” merchant agreement or login to merchant APP or by accessing and using our products and/or services in any way, you agree to be bound by these Terms and Conditions.
The Merchant provides platform on the web/mobile or over the counter to its Customers for selling its products/services to its Customers.
The Merchant is desirous of obtaining payment gateway services (Including UPI) of Getepay and Alert Services through Equipment for receiving payments in respect of services/Products rendered by the Merchant to its Customers.

1.2 Definitions

In this Agreement unless the context otherwise requires:

"Acquiring Banks/ Payment Service Provider" shall mean various banks, financial institutions, Card Organizations who are defined and licensed under the Payment and Settlement Systems Act, 2007 and the rules and regulations framed thereunder.
"Acquiring Bank Services" shall mean the Payment Gateway Network and services provided by the Acquiring Banks such as (i) routing internet based (a): Valid Card transactions to effect payments to merchants including recurring payments on a subscription model and e-mandate payments; (b) net-banking transactions from Customer’s bank accounts including transactions for e-mandate payments; (c) payments from Customer’s Wallets; (d) payments through UPI ; (e) Payments effected through inter alia the National Electronics Fund Transfer (NEFT) system, Real Time Gross Settlement (RTGS) system and Immediate Payment Service (IMPS) and (f) recurring payments through modes such as e-NACH, e-Mandate services, etc; (ii) providing Authentication and Authorization from Card Organizations or other third party clearing houses; and (iii) facilitating transmission of funds to the Customer’s account once a Chargeback is approved by the Partner Bank.
"Alert Services" shall refer to the notifications provided to the Merchant for each payment received from the Customers utilizing the specified Processing Mechanism for any Transaction.
"Authentication" shall mean the process by which Customer identity is authenticated in the Processing Mechanism.
"Authorization" shall mean the process by which the availability of requisite balances / limit (to conduct the transaction requested) and approval of the Issuer for effecting a charge on the Customer’s credit card, debit card, bank account, e-wallet or any other valid source of payment being used by the Customer in the Transaction are established in the Processing Mechanism.
"Card Organization(s)" shall mean any of Visa/MasterCard/Visa Electron/Maestro/Diners/American Express/Rupay or any other debit or credit card issued as per their respective Card Organization Rules as specified by Getepay from time to time bearing the signature of the holder.
"Card Organization Rules" shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Organization.
"Chargeback" shall mean the reversal of an approved and settled Transaction, such reversal being requested by an Issuer pursuant to a request from a Customer, in a manner such that the Customer Payment Amount is settled by the Payment Service Provider to the Customer’s account, subject to the Partner Bank’s approval to effect the Chargeback.
"Customer(s)" shall mean any person who is availing services or products of the Merchant using Getepay Services to make the payment/remittance.
"Customer Payment Amount" shall mean the total amount paid by the Customer towards the Merchant Services which will include, inter alia, charges and other taxes, duties, costs, charges, and expenses in respect of the Merchant Services.
"Equipment" shall mean the equipment as specified in the Registration Form as may be provided or sold for Authorization by Getepay to the Merchant, which comes with a Subscriber Identity Module (“SIM”) based connectivity and does not include Getepay’s systems (embedded and connective software), confidential documentation or any related and other Intellectual Property Rights supplied by Getepay.
"Facility Providers" means various banks, banking entity, card association, financial institutions and various software services providers as well as Third Party service providers, who are in the business of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, who have an arrangement with Getepay to facilitate use of internet Payment Gateways to route internet based Transactions.
"Features" shall mean
"Getepay Fees" means the rates which Getepay/Bank would charge for Getepay Services, which shall include Getepay’s dashboard services, Getepay’s API services and other value added services as specified in onboarding Form/ LOI or Merchant this signed/agreed by the Merchant. Merchant also agrees to amendments to Getepay fees as updated on the Getepay Merchant APP or communicated to the merchant on SMS/email from time to time by Getepay.
"Issuer" shall mean any bank/entity that has issued a Valid Card or a bank account or a Wallet or any other valid instrument to transact, to a Customer.
"Merchant Discount Rate" or "MDR" means 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 by GETEPAY and GETEPAY will intimate Merchant of any such change on the Getepay Merchant APP, SMS or email.
"Merchant Services" shall mean the products, whether in physical or digital form or any service provided by the Merchant at the Merchant Store for sale, offered for sale or sold to its Customer/s, the remittance/payment for which is to be made through the Customer’s valid accounts / Valid Card/s or bank account or any of the modes of payment offered under the Getepay Services Suite.
"Merchant Store(s)" means the physical shop, store, outlet or any other premises controlled and/or operated by the Merchant Services are offered for sale.
"Onboarding" or "Integration" is the process that is required to be completed to enable the Merchant to be registered on Getepay’s platform to commence use of the Getepay Services.
"Payment Gateway" shall mean and include the software, applications, systems and protocols that may be stipulated by Getepay to enable the Authentication of Customers and the Authorization of payments effected by a Customer through any of the modes of payment offered , in accordance with the Processing Mechanism.
"Payment Gateway Network" shall mean the hardware, software and telecommunications tools necessary to perform protocol conversion between different networks or applications and all associated software required for the Acquiring Bank to submit Authorization and data capture transactions to Getepay and to transmit Authorization and settlement of transactions between the Merchant and Getepay.
"Partner Banks" shall mean the banks from which Getepay obtains nodal accounts for holding the Customer Payment Amounts in turn to facilitate the settlement of Customer Payment Amounts to the Merchant’s account
"Processing Mechanism" means the payment mechanism through the internet utilizing the Payment Gateway Networks of Acquiring Banks including steps relating to Authentication and Authorisation for the purpose of effecting the transfer of funds from the Customer’s account to Getepay’s nodal account followed by settlement of such funds to the Merchant’s account.
"Registration Form" shall mean the merchant Registration form, whether physical or digital, submitted by the Merchant and verified and accepted by Getepay for the purpose of availing of Getepay’s services.
"Soundbox" shall mean a small portable speaker for payment alerts, equipped with SIM based connectivity, designed to notify the Merchant with a loud alert when a Customer makes a payment by scanning an UPI QR code.
"Terms and Conditions" shall mean these terms and conditions as provided herein, and any and all schedules, appendices, annexure and exhibits attached to it and includes any addition, modification, amendment, addendum or deletion thereof agreed to in writing by the Parties.
"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 Customer.
"Transaction" shall mean a financial transaction conducted by the Customer through Getepay Services.
"Third Party" means any entity/person who is not a party to the Terms and Conditions.
"Unified Payments Interface" or "UPI" is a payment system that powers multiple bank accounts into a single payment network of any participating banks which permits merging several banking features, seamless fund routing & merchant payments into one hood.
"Valid Card" shall mean any unexpired credit card or debit card which is issued by an Issuer designated to issue a VISA/MasterCard/Visa Electron/Maestro/American Express/Rupay card or any other debit or credit card as per the Card Organisation Rules as specified by Getepay from time to time, bearing the signature of the holder.
"Valid Mode" shall mean the Valid Card and the Other Modes of payments ;
"Wallet" shall mean a pre-paid payment instrument that facilitates purchase of goods and services against the value stored on these instruments. The value stored on such instruments represents the value paid for by the holders by cash, by debit to a bank account, or by credit card.
"Website" shall mean the website which is established by the Merchant for the purposes of enabling its Customers to purchase products and services offered by the Merchant and to carry out the Transactions for that purpose alone.

ARTICLE 2: GETEPAY SERVICES

2.1 Provision of GETEPAY Services:

Getepay shall provide the Getepay Services based on the terms and conditions.
Getepay is entitled to Tweak the scope of the Getepay Services for enhancement, security of Transactions or improvement of Getepay Services in its absolute discretion, provided that nothing in the foregoing provision shall limit Getepay’s obligations or liabilities under these Terms and Conditions for the Getepay Services. Getepay shall not be required to take the consent of the Merchant for carrying out these Tweaks, during the course of these Terms and Conditions.
For the purpose of clarity, "Tweak" shall mean optimization procedures, both manual and machine learning based, for different modes of payments in order to improve the payment performance.
Getepay shall deliver or cause to be delivered to the Merchant, the Equipment, at a place specified by the Merchant and agreed by Getepay. The mode of delivery shall be in a manner mutually agreed between the Parties but after receipt of installation fees and delivery charges, as maybe applicable, by Getepay.
At the time of installation of the Equipment availed by the Merchant, Getepay's representative may train the Merchant about the procedure for using the Equipment ("Support Services”).
To provide Support Services, no separate charges are recovered by Getepay from the Merchant pursuant to these terms and conditions.
The Merchant shall at all times during the period of use of the Equipment avail the Support Services provided by or on behalf of Getepay.
The Merchant agrees and acknowledges that Getepay has granted to the Merchant only a limited right to use the Equipment as per these Terms and Conditions within the territory of India and the ownership will remain with Getepay except in case of purchase of Equipment.
Getepay shall reserve the right to disable, suspend or permanently disallow access to either part or whole of the Getepay Services if Getepay observes a significantly high volume of disputed Transactions, Chargebacks and escalations originating in relation to the Transactions originating from the Merchant Store.
The Merchant agrees and acknowledges that Getepay shall be the absolute owner of any intellectual property rights underlying customizations, if any, carried out by Getepay and the Merchant shall have no rights over such intellectual property rights arising on account of the customizations made by Getepay.
Getepay will assist in Onboarding of merchant, invoicing of Getepay and providing a platform through which the merchant will get access to Transactions processed through the payment acquiring mode deployed on his/her Website/ at his/her location.
The Merchant may contact Getepay for any other additional information and support at the phone number(s) and email address(es) given by Getepay from time to time, in this regard.
The Parties reserve the right to terminate these Terms and Conditions in accordance with Article 16 of these Terms and Conditions in the event of any breach and/or as a result of any unauthorized use and/or infringement of the other’s intellectual property rights.
Merchant undertakes that it will not route any ban category transactions specially gaming, crpyto, lottery and any other ban categories as defined by Futuretek from time to time. Merchant understand that Futuretek will be free to take legal action along with penalty claim of upto 3x of the processed transaction amount against the Merchant in case found guilty of processing such transactions along with withholding of the settlement amount and deduction of Penalty claim charges from the settlement amount.

ARTICLE 4: SETTLEMENTS TO THE MERCHANT

The total Customer Payment Amount(s), in respect of the Transactions of the Customers through various channels covered under these Terms and Conditions shall be deposited directly in the nodal/escrow account as per the prevailing Reserve Bank of India (“RBI") guidelines.
Subject to Getepay’s withholding rights under Article 3, Article 5.5, Article 15.6 and Article 15.7, the monies deposited in the nodal account shall be transferred to the Merchant’s account within T + 1 bank working days (T being the date on which the Customer Payment Amount is realized by Getepay in its nodal account) or within such other period as the Partner Bank may take to transfer the aforesaid monies to the Merchant’s account after deduction of Fees as agreed under these Terms and Conditions

ARTICLE 5: SETTLEMENT OF PAYMENTS

In processing the Transactions, Getepay shall be entitled to rely upon all electronic communications, orders or messages sent to Bank through the Processing Mechanism and to the extent this is in compliance with the Processing Mechanism and any applicable laws and guidelines of the RBI, Bank shall not be obligated to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages. Merchant shall in no circumstance dispute such reliance by Getepay.
Getepay shall be entitled to recover from the Merchant, from time to time, any amounts due from it or the Merchant or incurred by Getepay on account of the following:
a) Chargeback of Transactions with penalties if any levied on Getepay.
b) Any penalties or charges which may be levied on Getepay by the Acquiring Banks or the clearing house viz. Reserve Bank of India or the Partner Banks or any of the Facility Providers for acts or omissions attributable to the Merchant, arising inter alia on account of excessive Chargeback of Transactions or out of excessive failure of Transactions, the extent of excessiveness of such Chargeback or failures shall be determined by the Partner Bank or on account of excessive Customer disputes and/or any other reason as per Partner Banks's discretion.
c) Any other amount due to Getepay from Merchant.
If there are reasonable grounds to suspect that a Transaction has been conducted in breach of these Terms and Conditions or with the intent to defraud any of the Facility Providers in the Payment Gateway, Bank shall be entitled to suspend / withhold the payments of the Customer Payment Amount to the Merchant, pending enquiries by Getepay and/or the Acquiring Banks till the resolution of such issues.
In respect of any breaches or fraudulent Transactions, etc. contemplated in Article 5.3, if such breaches or fraudulent Transactions, etc. are caused by Merchant, then Merchant (as the case may be) shall indemnify and hold Getepay harmless against any such claims made by the Issuing Bank or the Customer, as the case may be.
In case of an occurrence of a Chargeback event, Getepay shall be entitled to withhold the settlements to the Merchant, pending enquiries by the Partner Bank or any regulatory body and/or Payment Gateway Provider till the resolution of such issues. Getepay shall also have the right to block any future payments to the Merchant in this regard until the Chargeback event/s are resolved.
No Guarantee of Payment
Authorisation of a Transaction/success response on the API, Screen or any means does not guarantee payment to the merchant/client for a Transaction nor is it a guarantee that it will not be subject to a Chargeback or that merchant/client will not be subject to a debit in relation to that Transaction. Should a cardholder deny having participated in a Transaction, Bank may, at its discretion, withhold or return in respect of card not present Transactions the relevant Transaction/Transactions as unpaid.

ARTICLE 6: COVENANTS OF MERCHANT

The Merchant acknowledges that Getepay shall not be responsible for any Customer claims for refund of payments made by the Customers. All Customer claims for refund of payments (for any reason whatsoever) shall be the responsibility of the Merchant and any refund payments shall be made directly by the Merchant to the Customer post the settlement is made to the Merchant. In case the Merchant wants the refunds to be routed through Getepay, the Merchant has to fund the nodal account of Getepay accordingly.
Merchant agrees and acknowledges that Getepay is not bound to provide any support services on termination of the Terms and Conditions.
Merchant may promote Getepay Services in its Website or physical outlet and may endeavour but not be obligated to promote Getepay Services in other advertisements, and publications.
Merchant undertakes to provide all the information and assistance as is required by Getepay if the same is required to be provided to government or judicial/quasi-judicial authorities by Getepay.
Merchant undertakes not to offer or facilitate the offering of any products, which are illegal or offensive or prohibited as per the list provided in Annexure B and/or not in compliance with applicable laws, rules and regulations prescribed by any regulatory authorities in India. In addition, Merchant undertakes to comply with and shall ensure that all Transactions by Customers will be in compliance with applicable guidelines, rules, and regulations issued by RBI, Partner Banks, Acquiring Banks and/or Card Associations.
Merchant agrees and understands that Getepay reserves the right to suspend settlement of any Customer Payment Amounts and/or Getepay Services until such time that Merchant does not discontinue selling or facilitating the sale of prohibited products mentioned in Annexures or does not conform to all applicable laws and regulations in force from time to time. In addition, Getepay reserves the right to terminate these Terms and Conditions without further notice in the case of breach of this Article by the Merchant.
The Merchant shall not represent himself as an agent and/or representative of Getepay.
The Merchant agrees and understands that Getepay has the right to refuse Getepay Service/s to anyone (without assigning any reason) at any time, at the sole discretion of Getepay.
In no event, Getepay shall be required to or deemed to establish any contract for the sale and purchase of the Merchant Services with the Customer. The Merchant further undertakes to ensure that the appropriate notices and disclaimers are provided to the Customer informing that the Customer is purchasing the products solely from the Merchant pursuant to a sale and purchase agreement with the Merchant through the Equipment provided by Getepay.
The Merchant shall not by himself or by any Third Party permit any resale or commercial use of the Getepay Services such as permit any Third Party to use and benefit from the Getepay Services via a rental, lease, timesharing, service bureau or other arrangement.
The Merchant shall capture only the Transactions done in its establishment as provided in the Registration Form. On no account, shall the Merchant himself or through a Third Party capture the Transactions done on other establishments.
If a SIM Card has been provided along with the Equipment, then the Merchant undertakes to use this SIM Card only with the Equipment and only for the purpose of telecommunication between the Equipment and Getepay's server.
In the event, a Merchant at whose establishment the Equipment has been installed, fails to have any Transaction where the Getepay Services could be utilised, for continued period of 90 days, the Merchant shall return the Equipment to Getepay immediately.
Any fraudulent use of the Equipment to avail the Getepay Services, which causes any monetary loss to Getepay or the Facility Provider as a result of the Merchant’s actions shall be recovered from the Merchant. Without prejudice to the above, Getepay and the Facility Provider reserves the right to initiate legal proceedings against the Merchant for the fraudulent use of the Equipment or for any other unlawful act or omission in breach of these Terms and Conditions.
The Merchant understands and acknowledges that the use of the Equipment in relation to Getepay Services requires internet/mobile network connectivity. The Merchant shall bear the costs incurred to access and use the Equipment and Getepay shall not, under any circumstances whatsoever, be responsible or liable for such costs.
The Merchant shall comply with the following obligations during their use of the Equipment at its respective Merchant Store:
a) The Merchant shall ensure safe custody and security of the Equipment and be solely responsible for all loss or damage to the Equipment caused, as a result of, negligence or mishandling by it, which will be determined after investigation by Getepay. Getepay’s decision will be final in any case of the damage of the device. Provided that with respect to Article 19.2 (Replacement of Equipment), till the time the Equipment is not taken back by Getepay or the Facility Provider (as the case may be), it will be the sole responsibility of the Merchant to keep the Equipment in safe custody.
b) Upon termination of the Merchant relationship with Getepay, it shall return the Equipment in good and working condition. In the event, any Equipment is returned in a damaged or non-working condition (in any manner) or it claims that the Soundbox has been lost or stolen, the Merchant shall pay the cost of the Equipment to Getepay, in addition to other rights or remedies available to Getepay against the Merchant under contract, at Law or in equity.
c) The Merchant shall grant rights to Getepay and its deployed personnel, agent or third-party service providers, for the purpose of any future repair, maintenance, replacement, upgradation, de-installation or review of the Soundbox.
Soundbox Warranty: The SoundBox is under warranty for a period of 6 months from the date of activation. This warranty is exclusively applicable for new SoundBoxes. However, this warranty does not cover damages due to misuse, negligence, or mishandling by You, beyond normal wear and tear, including but not limited to physical damages or charging issues. Further, Getepay shall not be held responsible for any network-related issues arising from telecommunications service providers.

ARTICLE 7: REPRESENTATION AND WARRANTIES

The Merchant represents and warrants that:

It is an entity duly constituted and validly existing under Indian law;
It has all necessary power and authority to enter into this arrangement;
It holds valid and subsisting licenses, approvals, and consents as may be required for conducting its business;
The persons signing the Application physically or digitally in the manner specified by Getepay, 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.
The execution and delivery of the Registration Form, and the consummation of the transaction contemplated hereby, and the fulfillment 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 terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations.
The Registration Form and these Terms and Conditions, whether in physical form or in electronic form, constitute valid and legally binding obligation and will be enforceable against the Merchant in accordance with these Terms and Conditions.
The Merchant has not given any false or misleading information to Getepay or the Facility Provider and any information provided by the Merchant is accurate, complete, and latest;
The Merchant shall not use the Equipment for purposes that are not permitted by: (i) these Terms and Conditions; and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction;
The Merchant shall not violate any of the terms specified under this Terms and Conditions and the Registration Form in relation to the Getepay Services;
Getepay 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 Registration Form 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 Getepay. The Merchant's sole and exclusive remedy in the event of an interruption to or loss of use and/or access to the Getepay Services shall be to get the Getepay Services, as the case may be restored from Getepay. Getepay will use reasonable endeavours, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Getepay Services and/or access to the Getepay Services as soon as reasonably possible.
The Merchant acknowledges that it has been advised that no agent, employee, or representative of Getepay has any authority to buy and sell or affirm or promise any representation and warranty concerning the Equipment or the Getepay 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 Getepay. The Merchant acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.

ARTICLE 8: CONFIDENTIALITY

Each Party acknowledges and agrees that in connection with this Termsand Conditions, the receiving party ("Receiving Party") shall not disclose to any Third Party, any Confidential Information (defined hereinbelow) of the disclosing party ("Disclosing Party") that the Receiving Party may have access to during and in connection with its performance of services hereunder. Confidential Information means any and all information or data of a confidential nature, or other information related to application, software (and intellectual property therein), network configuration, documents, accounts, business plans, products, promotional and marketing plans, tools, and techniques of business, information about a Party’s Customers, merchants, vendors, partners, employees, agents and contractors and processes and/or any other information in whole or in part of either Party.
Getepay can establish contact with any Merchant’s Customer to validate the Transactions done by the Customer on the Merchant Website/location using Getepay Services for timely inspection and in case of dispute information being received by Getepay.
The Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile, or disassemble any software shared/disclosed by Getepay.
Each Party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing Party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
The Receiving Party will notify the Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of Article 8 of these Terms and Conditions. The Receiving Party will cooperate with the Disclosing Party in every reasonable way to help the Disclosing Party regain possession of such Confidential Information and prevent its further unauthorized use.
The Merchant further undertakes that it shall at all times during and after termination of this Terms & Conditions keep the Confidential Information confidential and not disclose it to any Third Party.

ARTICLE 9: DATA, SYSTEM SECURITY AND COMPLIANCES

Security:
1. The Merchant and Getepay shall ensure that there are proper encryption and security measures at their respective Websites to prevent any hacking into information pertaining to Transactions contemplated under this Terms and Conditions. .
2, Merchant shall not
(i) decompile or reverse engineer the Getepay Payment Aggregator Services or Payment Processing services or otherwise attempt to obtain the source code of the Getepay Payment Aggregator Services or Payment Processing services;
(ii) allow any other person to use the Payment Aggregator Services or Payment Processing services, except the Merchant and its Customers as contemplated under this Terms and Conditions;
(iii) use the name or proprietary logo(s) of Futuretek without Futuretek’s prior written consent.
3. The Merchant shall ensure that the Merchant and/or its Customers agree to or have developed and implemented a mechanism for securing the link with Futuretek and/or the transmission of data in the course of the provision of the Payment Aggregator Services or Payment Processing services. If Merchant and/or its clients at any time during the Term of this Terms and Conditions fails to or is unable to implement any mechanism for securing transmission of data which may be required to do so by the Merchant and/or its Customers to provide/avail the Futuretek Services and as per the applicable laws, then Futuretek shall not be held responsible for the consequences thereof and shall further be obliged to cease to provide the Payment Aggregator Services or Payment Processing services as part of the Futuerek Services to the merchant without giving any notice. The Merchant shall be solely responsible for any and all financial liability/losses/claims/damages, whatsoever, arising out of and/or due to, such non-implementation of any mechanism for securing the link with Futuretek and/or transmission of data, by merchant and/or its Customer(s).
4. The Merchant shall ensure that it does not store any cardholder data or card details. The Customer of the Merchant shall enter the card details on the payment page of Getepay. The Merchant can only capture card details on its page if Merchant is PCI DSS certified and after approval from Getepay.
Electronic Communication: In processing the Transactions, Getepay shall be entitled to rely upon all electronic communications, and orders sent in the Merchant’s specified format to Getepay. Getepay shall not act on any electronic communications, orders or messages received online from the Merchant or the Customer which do not properly utilize the Merchant’s specified format and security measures as may be applicable from time to time.
Security Requirements: In availing the Services, the Parties declare, assure and undertake to abide by the relevant security standards/regulations/ requirements/guidelines which would be applicable to the conduct of the Transactions contemplated under these Terms and Conditions, including, without limitation, (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade consequent upon upgrade of Merchant’s systems and procedures with a view to ensuring security of Transactions, (c) maintenance, protection, confidentiality and such other requirements with respect to Transaction data as may be imposed by any regulatory or standards authority including pursuant to PCI DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.

ARTICLE 10: INTELLECTUAL PROPERTY

Each Party acknowledges that it owns and/or is entitled to use any intellectual property used or adopted by a Party in the performance of its obligations under these Terms and Conditions or conduct of its business.
Except as expressly set out in these Terms and Conditions no assignment of or license under any intellectual property right, whether registered or not, owned or controlled by a Party is granted to the other by these Terms and Conditions. “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights, and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals and extensions thereof.
No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, domain name using or incorporating the intellectual property of the other Party.
It is agreed between the Parties that during the Term (defined hereinafter) any promotion or publicity by either Party of the other Party’s services should always carry the relevant Party’s trade mark or service mark as may be agreed between the Parties.
Getepay is free to use the logo or name of the Merchant on its Website and client list without any prior approval required from the Merchant.
This Article shall survive the termination or expiry of this Terms and Conditions.

ARTICLE 11: ADDITIONAL RIGHTS AND OBLIGATIONS

Third-Party Products: The Equipment may include material that Getepay licenses from Third Parties. To the extent required by any such Third Party in its applicable license or resale agreement with Getepay, such Third Party shall be a direct and intended Third Party beneficiary of the arrangement between Getepay and the Merchant, insofar as it pertains to the protection of Intellectual Property Rights, disclaimers of implied warranties, and limitations, and exclusions of liability. The Merchant shall fully indemnify Getepay and/or Facility Providers (as the case may be) against any Third Party claim alleging that its Intellectual Property Rights are infringed by the Merchant.
Protection against Unauthorized Use: The Merchant shall promptly notify Getepay and the Facility Provider of any unauthorized use of any Equipment of which the Merchant becomes aware. In the event of any unauthorized use by any Third Party, the Merchant shall immediately terminate and prevent further occurrences of such unauthorized use. If Getepay commences any legal proceeding in connection with such unauthorized use, then the Merchant shall, at Getepay's option and expense, participate in or control any such proceeding. In such event, the Merchant and Getepay shall each provide the other with such authority, information and assistance related to such proceeding as may be reasonably necessary to safeguard Getepay's interests and the Merchant's rights and covenants under these Terms and Conditions.

ARTICLE 12: INDEMNIFICATION AND REMEDY

Notwithstanding anything contained in this Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, defend and hold harmless Getepay and Facility Providers including its parent, subsidiaries, affiliates, partners, officers, contractors, licensors, service providers, subcontractors, suppliers, directors, employees, and agents against all actions, proceedings, judgments, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Getepay on a solicitor / attorney and own client basis), awards, damages (actual and consequential), losses and/or expenses arising under these Terms and Conditions on account of:
a) the Merchant’s breach of the terms of this Terms and Conditions.
b) any claim or proceeding brought by the Customer or any other person against Getepay in respect of any Merchant Services offered by the Merchant; or
c) any gross negligent act of Merchant’s agents, employees, licensees, contractors or Customers; or
d) any fines, penalties or interest imposed directly or indirectly on Getepay on account of breach by the Merchant’s obligations under this Terms and Conditions; or
e) breach of the confidentiality obligations by the Merchant, its agents, employees, officers, contractors, subcontractors, affiliates or any other representatives.
f) Should any proceedings be undertaken which may give rise to either Party’s liability under these Terms and Conditions, the other Party shall provide such Party with prompt written notice and an opportunity to participate in any such proceedings to represent its interest appropriately. Provided that Getepay shall not accept any liability for any loss or damage (actual and consequential) resulting from or in connection with the use of the Getepay Service/s or the inability to use it or for any loss or damage (actual and consequential) resulting from any delay or failure in the performance of the Getepay Service/s on account of any Third Party or due to any technical or technological failure or any other circumstances beyond Getepay’s control.
Not with standing the above, in no event shall Getepay be liable to the Merchant or to any Third Party for any losses or damages (actual or consequential) arising out of the Merchant’s use of the Getepay Services, whether based on warranty, contract, tort (including negligence) or otherwise.

ARTICLE 13: LIMITATION OF LIABILITY

Except as otherwise provided in this Terms and Conditions, Getepay shall not be liable and responsible for any disputes, claims, losses, or damages arising out of any Third Party Software, interruptions, Chargeback, availability of connectivity of the network, delay in execution of the Transactions, in any manner whatsoever. It is agreed between the Parties that Getepay is a payment facilitator and in no event shall Getepay be liable to the Merchant for any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Getepay Services or otherwise. Subject to Article 14.2 below, under all circumstances, for any proven claims, demands etc. of whatsoever nature, the total liability of Getepay shall never exceed the Getepay Transaction/MDR Fees paid or payable by Merchant to Getepay for a period of 1 (one) month immediately preceding the date of such proven claim/demands.

ARTICLE 14: NO WARRANTY

Except as provided herein below, Getepay disclaims implied warranties written or oral (if any), including but not limited to warranties of merchantability and fitness of Getepay Services.
Getepay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic Transactions; or (iii) quality and service related claims pertaining to the Merchant Services.

ARTICLE 15: AUTO-RENEWAL

Unless the Merchant disables the automatic renewal option, Getepay will automatically renew the applicable service when it comes up for renewal and will deduct the relevant fees from the payment method the Merchant have on file with Getepay at Getepay’s then current rates, which the Merchant acknowledges and agrees may be higher or lower than the rates for the original period. In case of a change in the fee structure, Getepay shall through its payment gateway or by themselves, intimate the same to the Merchant via email prior to such renewal.

ARTICLE 16: TERMINATION

Each of the Parties is entitled to terminate these Terms and Conditions, at its option by giving a notice of not less than thirty (30) days in writing to the other Party.
A Party shall be entitled at its option, to immediately terminate these Terms and Conditions by giving a written notice in that behalf, to the other Party on the occurrence of any of the following events:
a) If any Party becomes or is declared bankrupt or goes in liquidation voluntary or compulsory, except for the purpose of amalgamation or reconstruction;
b) If any Party ceases to carry on its business or suspends all or substantially all of its operations;
c) There is any change in applicable law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under these Terms and Conditions;
d) If an event of any Force Majeure conditions (as described under Article 17) continues for a period in excess of two months;
e) If a Party engages in fraud or other illegal or unethical activities.
Termination of these Terms and Conditions shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination both Parties shall settle all outstanding dues payable to the other Party and arrange to return all the documents and properties of the other Party.
Termination of these Terms and Conditions shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into or continue in force on or after such termination.
If there are reasonable grounds for Getepay to suspect or upon receiving an intimation in written mode of communication from the Issuer or Partner Bank that a Transaction conducted on the Merchant’s Website/outlet in suspicious manner which amounts to breach of these Terms and Conditions or as a fraudulent Transaction, against the Payment Service Provider(s) or any Customer, Getepay shall be entitled to suspend its services immediately, terminate these Terms and Conditions with immediate effect without having to give any notice of termination to the Merchant and withhold the settlements to the Merchant, pending enquiries by the Partner Bank and/or Payment Service Provider and till the resolution of such issues. Getepay shall also have the right to block any future payments in this regard. The Merchant acknowledge that the Partner Bank or Issuer may also be entitled to suspend their services pending any such inquiries and Getepay shall not be responsible for any interruption in Getepay Services caused due to suspension of services by the Partner Bank or Issuer.
On the issuance of notice of termination under Article 16.1 or prior to the expiry of the these Terms and Conditions, Getepay reserves the right to withhold from the settlements , a certain sum computed based on a Stipulated Percentage (defined hereinbelow) in respect of Transactions (including the Transactions pending for settlement as on the date of notice of termination, if applicable) processed during a period of thirty (30) days prior to the date of termination and subject to settlement of Chargeback and refund claims from Customers during a one hundred and Eighty (180) day period from the date of issue of termination notice (“Withholding Term”), Getepay shall, after processing such settlements, transfer the balance amount to the Merchant on the completion of the Withholding Term. The ‘Stipulated Percentage’ is the proportion of the total amount in respect of all claims towards Chargebacks, refunds, fraudulent Transactions out of the total Customer Payment Amounts in respect of all Transactions during the Term of the Terms and Conditions.
Further it is agreed between the Parties that in the event any amount is to be received from the Merchant due to excessive Chargebacks or refunds or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by Getepay, Getepay 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 3 (Three) days of receiving the invoice.
Getepay reserves the right to terminate the link with a specific acquiring bank forthwith by giving notice/intimation, in the event that the Acquiring Bank terminates its arrangement with Getepay.

ARTICLE 17: FORCE MAJEURE

Force Majeure shall be any event or occurrence starting after the date of this Terms and Conditions, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, epidemic, general strikes, riots, war (declared and undeclared), rebellion and sabotage.
The Party affected by a Force Majeure event shall not be liable to the other Party for its delay in the performance of, or non-performance, of its obligations or any part thereof under these Terms and Conditions. The Party affected by a Force Majeure event shall give notice of the Force Majeure event to the other party as soon as possible. Thus, the Parties agree to not hold each other liable for any delay or adverse effect caused due to the occurrence of such an event.

ARTICLE 18: DISPUTE RESOLUTION AND JURISDICTION

In the event of a dispute in connection with this Terms and Conditions, the disputing Party shall issue a notice to the other Party to seek resolution of the dispute. Forthwith upon receipt of the notice by the other Party, the Parties shall engage in mutual discussions and endeavor to resolve the dispute within a period of thirty (30) days from the date of receipt by the other Party. In the event the dispute is not resolved within such period of thirty (30) days, the dispute shall be referred to a sole arbitrator appointed mutually by the Parties for arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be held at Jaipur, India and the arbitration shall be conducted in the English language. This Terms and Conditions thereof shall be governed by laws of India and courts of Jaipur shall have exclusive jurisdiction to entertain a dispute in connection herewith.

ARTICLE 19: MISCELLANEOUS

Non-Compete and Non-Solicitation: During the Term of these Terms and Conditions, and for 1 year after termination or expiry, the Merchant shall not employ or solicit for hire as an employee, consultant or otherwise any of the Getepay’s professional personnel who have had direct involvement with the activities with relation to any of the Getepay’S Services, without the Getepay’S express written consent, provided, however, that the Merchant shall not be precluded from hiring any employee of Getepay after a time period of from the date of termination of the employment of that professional personnel with Getepay, provided that the hiring party did not solicit the termination.
Replacement of Equipment: If the Equipment/s supplied to the Merchant is/are damaged/defective/not working, as per the specifications provided by Getepay, the Merchant shall inform Getepay and/or the Facility Provider (as the case may be) about the defect within days of delivery of the Equipment, in the manner specified by Getepay and/or the Facility Provider (as the case may be). Getepay shall investigate the defects in the Equipment. After the investigation is completed of the defect, Getepay shall either repair or replace the concerned Equipment/s within days of receipt of the request. Provided that it shall be at the sole discretion of Getepay to not replace or return the Equipment/s if Getepay finds that the damage/defect was due to action/inaction of the Merchant.
Cooperation: The Merchant acknowledges that its timely provision of access to its systems and various devices, as well as assistance, processes, cooperation, complete and accurate information and data from its officers, agents, and employees and suitably configured hardware and software are essential to performance of any Getepay Services. Merchant should allow Getepay to audit and inspect business processes followed by Merchant related to Getepay Services and suggest suitable changes thereto
Entire Agreement: These Terms and Conditions, including the Schedules and Annexures attached hereto, constitutes the entire agreement between the parties, and supersedes all other prior or contemporaneous communications between the Parties (whether written or oral) relating to the subject matter hereof.
Relationship between the Parties: Getepay and Merchant shall be independent contractors with each other for all purposes at all times, and neither Party shall act as or hold itself out as an agent for the other, nor shall either Party create or attempt to create liabilities for the other Party. Getepay has no connection or interest of whatsoever nature in the business of the Merchants or the goods/services offered/ marketed by the Merchant. We do not in any manner take part in their business, directly or indirectly and are nowhere concerned or connected to the revenue of the Merchants. Getepay shall only provide the Getepay Services to the Merchant/Buyer in the capacity as an independent contractor.
Notices: Notices, writings and other communications under these Terms and Conditions may be delivered by hand, by registered mail, by overnight courier service, or facsimile to the addresses and numbers specified as follows or to such other addresses and numbers as may be specified in writing to the Parties as per details mentioned on .
Notice will be deemed given in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party; in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission.
Notice will be deemed given in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving Party; in the case of facsimile upon completion of transmission as long as the sender’s facsimile machine creates and the sender retains a transmission report showing successful transmission.
Survival: The provisions of Articles 8, 10, 12, and 13 shall survive the expiry or termination of these Terms and Conditions.

ANNEXURE B
Prohibited Activities and Services

Adult goods and services which includes pornography and other sexually suggestive materials(including literature, imagery and other media); escort or prostitution services. Website accessand/or Website memberships of pornography or illegal sites; Apparatus such as personalmassagers/vibrators and sex toys and enhancements.
Alcohol , which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.
Body parts , which includes organs or other body parts – live , cultured/preserved or from cadaver.
Bulk marketing tools which includes email lists, software, or other products enabling unsolicitedemail messages (spam).
Cable TV descramblers and black boxes which includes devices intended to obtain cable andsatellite signals for free.
Child pornography in any form which includes pornographic materials involving minors.
Copyright unlocking devices which includes Mod chips or other devices designed to circumventcopyright protection.
Copyrighted media, which includes unauthorized copies of books, music, movies, and otherlicensed or protected materials.
Copyrighted software which includes unauthorized copies of software, video games and otherlicensed or protected materials, including OEM or bundled software.
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods;items without a celebrity endorsement that would normally require such an association; fakeautographs, counterfeit stamps, and other potentially unauthorized goods.
Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbaldrugs including but not limited to salvia and magic mushrooms.
Drug test circumvention aids which includes drug cleansing shakes, urine test additives, andrelated items.
Endangered species, which includes plants, animals or other organisms (including productderivatives) in danger of extinction.
Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in onlinegambling sites, and related content.
Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles.
Hacking and cracking materials which includes manuals, how-to guides, information, orequipment enabling illegal access to software, servers, websites, or other protected property.
Illegal goods which includes materials, products, or information promoting illegal goods orenabling illegal acts.
Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quickhealth fixes.
Offensive goods which includes literature, products or other materials that:
a) Defame or slander any person or groups of people based on race, ethnicity, national origin,Offensive goods which includes literature, products or other materials that: religion, sex, or other factors.
b) Encourage or incite violent acts.
c) Promote intolerance or hatred.
Offensive goods, crime which includes crime scene photos or items, such as personal belongings,associated with criminals.
Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs orother products requiring a prescription by a recognized and licensed medical practitioner in India oranywhere else.
Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic,flammable, and radioactive materials and substances.
Regulated goods which includes air bags; batteries containing mercury; Freon or similarsubstances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates;police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters;

recalled items; slot machines; surveillance equipment; goods regulated by government or otheragency specifications.
Securities, which includes stocks, bonds, mutual funds or related financial products orinvestments.
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products.
Traffic devices, which includes radar detectors/ jammers, license plate covers, traffic signalchangers, and related products.
Weapons, which includes firearms, ammunition, knives, brass knuckles, gun parts, and otherarmaments.
Wholesale currency, which includes discounted currencies or currency, exchanges.
Live animals or hides/skins/teeth, nails and other parts etc of animals.
Multi Level Marketing schemes or Pyramid / Matrix sites or websites using a matrix schemeapproach.
The Merchant who deal in intangible goods/ services (eg. Software download/ Health/ BeautyProducts), andbusinesses involved in pyramid marketing schemes or get-rich-quick schemes. Anyother product or Service,which in the sole opinion of either the Partner Bank or the Acquiring, isdetrimental to the image and interests ofeither of them / both of them, as communicated by eitherof them/ both of them to the Merchant from time to time.
Work-at-home information.
Drop-shipped merchandise.
Web-based telephony/ SMS/Text/Facsimile services or Calling Cards. Bandwidth or Datatransfer/ allied services. Voice process /knowledge process services excluding Broadband.
Virtual currency, Cryptocurrency, prohibited investments for commercial gain or credits that canbe monetized,re-sold or converted to physical or digital goods or services or otherwise exit thevirtual world.
Any product or service, which is not in compliance with all applicable laws and regulationswhether federal, state, both local and international including the laws of India.
The Merchant providing services that have the potential of casting the Payment GatewayFacilitators in a poorlight and/or that may be prone to Buy & Deny attitude of the cardholders whenbilled (e.g. Adult material/ Maturecontent/Escort services/ friend finders) and thus leading tochargeback and fraud losses;
Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlledsubstances, website that promise online match- making).
Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incitecaste/communal tensions, lotteries/sweepstakes & games of chance.
Mailing lists
Money laundering services.
Database providers (for tele-callers).
Bidding/Auction houses.
Activities prohibited by the Telecom Regulatory Authority of India.
Merchant providing and selling "Mystery" Boxes.
Merchants who offer cash withdrawal services (MCC 6010) at applicable POS/merchant outlets.
Any other activities prohibited by applicable law.