This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.shreequickpay.in website.

This Merchant Agreement (“Agreement”) is a legal agreement between you (“you”, “your”) and Rakle Services Private Limited (“Shree Quick Pay”, “we”, “our” or “us”) governing your use of Shree Quick Pay’s services whereby Shree Quick Pay shall provide aggregate payment gateway solutions to you for selling Products (as defined below) and/or collecting money for a specified purpose (together, the “Shree Quick Pay Services”).

This is an important document which you must consider carefully when choosing whether to use Shree Quick Pay Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the Shree Quick Pay Services together with guidance on how online payments through Shree Quick Pay can be facilitated.

You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of the Shree Quick Pay Services.

BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THE BUTTON INDICATING NON- ACCEPTANCE MUST BE SELECTED. Shree Quick Pay WILL PROMPTLY CANCEL THE ASSOCIATION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.

Shree Quick Pay SHALL HAVE DEEMED TO HAVE ACCEPTED THIS AGREEMENT AND THE CONTRACT SHALL ONLY BE CONSIDERED TO BE DULY EXECUTED, VALID AND BINDING AFTER THE RECEIPT OF THE REǪUIRED INFORMATION FROM YOU, DUE VERIFICATION OF THE SAME BY Shree Quick Pay AND A VERIFICATION OF THE CONTRACT BEING SENT BY Shree Quick Pay TO YOU AS MORE SPECIFICALLY STATED BELOW.

THE CONTRACT SHALL BE DEEMED TO HAVE BEEN RECEIVED, ACCEPTED AND FORMED AT Rakle'S REGISTERED OFFICE AT, D 1280, Indira Nagar, Lucknow 226016.

This Agreement is divided into two parts. Part One explains the terms that govern your use of the Services. Part Two contains additional legal terms, including provisions that limit our liability to you and require individual arbitration for any potential legal dispute. To use the Services, you must accept all of the terms of this Agreement.

PART ONE: TERMS GOVERNING USE OF THE SERVICES

1. DEFINITIONS

For the purpose of this Agreement:

• "Acquiring Banks" shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007.
• "Acquiring Bank Services" shall mean the payment gateway system and services provided by the Acquiring Banks such as to:
  1. Route internet based Valid Card transactions
  2. Offer various facilities through the internet, including Net Banking facilities
  3. Provide Authentication and Authorization from Card Associations or other third party clearing houses; and
  4. Provide settlement facilities in respect of payment instructions initiated by the customers.
• "Authentication" shall mean the process by which the Customer’s identification is authenticated by the Acquiring Banks.
• "Authorization" shall mean the process by which the Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Valid Card and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer on your Website.
• "Business Days" shall mean any day on which Acquiring Banks are open for business in India, other than Saturday, Sunday and any days declared by us and/or Acquiring Bank as a Holiday.
• "Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by us from time to time.
• "Card Association Rules" shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
• "Chargeback" shall mean reversal of the value of the Customer Charge with respect to any Transaction, inter alia, on account of:
  1. Alleged forgery of the card number / bank account or other details
  2. Any charge/debit made on a card that has been listed as a hot listed card or otherwise listed on the Card association warning bulletins
  3. Duplicate processing of the transaction; or
  4. For other reasons as per applicable rules and guidelines issued by RBI, Card Associations, Acquiring Banks and Issuing Institutions. In addition, it shall include any debit to the Fingpay’s bank account to recover the value of the Customer Charge in the event that you have insufficient funds in the Nodal Account and/or you fail to pay for the same.
• "Completion of Transaction" shall mean Fingpay Completion of Transaction depending upon the Fingpay Product opted for or if Fingpay demands Proof of Delivery.
• "Confidential Information" shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information” trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party (“Disclosing Party” to the other Party (“Receiving Party”) within the framework of this Agreement or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.
• "Customer"" shall mean an individual or legal entity, who/which purchases Products, offered by you on your Website or Mobile Application and is directed to the Internet Payment Gateway using a Valid Card or Net Banking account or any other acceptable modes of Payment Mechanism, provided by us.
• "Customer Bank Account" shall mean a bank account or credit/ prepaid/ cash card account of the Customer with Issuing Institution.
• "Customer Wallet" shall mean a digital prepaid instrument authorized under the Payment and Settlement Systems Act, 2007 and held by the Customer with the Issuing Institution.
• "Customer Charge" shall mean the sale price of the Products purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are to be paid by the Customer.
• “Delivery” shall mean:
  1. In respect of a good, delivery of the good by a courier /parcel service appointed by the you or your vendors, to the Customer within Delivery Due Date at the address specified by the Customer in this behalf; or
  2. In respect of a service, delivery or performance of provisions of service within the Delivery Due Date.
• "Delivery Due Date" shall mean the date/period displayed on the Website or otherwise notified to the Customer on or before which you shall deliver the Products to the Customer(s).
• "EMI" shall mean equated monthly instalment payment plan schemes of various Issuing Institutions which Shree Quick Pay offers you.
• "Issuing Institution" shall mean a bank or financial institution or other legal entity, with which the Customer has a Customer Wallet, a Net Banking account and/or which has issued the Valid Card to the Customers (explanation: except for debit card or credit card Transactions, the Issuing Institution of the Customer and the respective Acquiring Bank will be the same).
• "Merchant Bank Account" shall mean the bank account maintained and nominated by you for settlement of your Settlement Amount.
• "Merchant Site" shall mean your Website or Mobile Application as detailed in the Merchant Service Form hosted by Shree Quick Pay for you.
• "Mobile Application" shall mean a software application that runs on smart phones, tablet computers and other mobile devices, the contents of which are controlled, operated and owned and established by you, for the purposes of enabling the Customers to view Products and carry out Transactions for purchase of Products, offered on the Mobile Application.
• "Mobile SDK" shall mean proprietary mobile software development kit, a custom mobile software application and packaged Application Programming Interface codes (APIs) developed by Shree Quick Pay.
• "Net Banking Account" shall mean the facility and internet account provided by the Issuing Institution to Customers holding a bank account or digital wallet account with the Issuing Institutions specified by Shree Quick Pay from time to time. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices.
• "Nodal Account" shall mean an inoperative account held by Shree Quick Pay with any of the banks for the purpose of pooling the monies collected from Customers on your behalf and facilitating the transfer of these funds in final settlement to you (after deducting Service Fees), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
• "Nodal Bank" shall mean the bank(s) designated by Shree Quick Pay for the purpose of pooling the funds collected from Customers on your behalf and facilitating the transfer of these funds in final settlement to you (after deducting Service Fees), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
• "Outstanding Amount" shall mean the amount payable by you to Shree Quick Pay, Acquiring Banks and/or Customers for any losses, costs, damages, penalties, Chargebacks, refund overdraft or credit problems suffered or incurred by the Customers, Shree Quick Pay and/or Acquiring Banks; any fees and other payments owed to Shree Quick Pay by you; and any claims or proceedings filed against Shree Quick Pay and/or Acquiring Banks by the Customers or any third Party.
• “Payment Mechanism” shall mean the mechanism of making payment by utilizing the internet facilities of various Acquiring Banks, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by Shree Quick Pay from time to time.
• “Shree Quick Pay Account" shall mean the merchant account maintained with Shree Quick Pay in order to provide the Shree Quick Pay Services to you.
• “Shree Quick Pay Site" shall mean the website provided by Shree Quick Pay TechIndia Private Limited (i.e shreequickpay.in) by means of which Shree Quick Pay provides aggregative Internet Payment Gateway services/ Shree Quick Pay Services to you and the Customers.
• "Products" shall mean goods and/or services offered for sale by you on the Merchant Site.
• "Proof of Delivery" shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. Courier Company’s delivery confirmation and delivery confirmation by the Customer).
• "Proof of Delivery" shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. Courier Company’s delivery confirmation and delivery confirmation by the Customer).
• "RBI" shall mean the Reserve Bank of India.
• "Reserve" shall mean the interest free, refundable funds provided and replenished by you to Shree Quick Pay from time to time.
• "Settlement Amount" shall mean Customer Charge minus the Service Fees and any other charges/fees payable by you to Shree Quick Pay under this Agreement.
• "Service Fee" shall mean the fee charged by Shree Quick Pay for providing Shree Quick Pay Services. The Service Fee shall include bank charges, technology fee and the fee for various value-added services provided by Shree Quick Pay.
• "Transaction" shall mean every payment request/order placed by the Customer on the Merchant Site for purchasing Products from you
• "Upgraded Mobile Application" shall mean the Merchant’s Mobile Application integrated with the Mobile SDK.

2. REGISTRATION

   You must register with us in order to open a Shree Quick Pay Account and use Shree Quick Pay Services. We allow both individuals and Legal Entities to register with Shree Quick Pay. Without any legal obligation to do so, we require certain information from you, as laid out in the registration form, to permit the use of Shree Quick Pay Services. You must provide accurate and complete information. In addition, you must keep the information that you provide up-to-date at all times. For business Users, you are only permitted to apply and enrol, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business.

   You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licences in accordance with the laws, regulations, rules and guidelines in force in India from time to time.

   You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate your Shree Quick Pay Account in event that you provide inaccurate, untrue, or incomplete information, or fail to comply with the account registration requirements.

   You further agree and allow Shree Quick Pay to verify the complete information provided by You through itself and/or any third party(ies) and acknowledge that such third party(ies) and Shree Quick Pay may store the same in its custody basis applicable laws.

3. ELIGIBILITY REQUIREMENT FOR OPENING A Shree Quick Pay ACCOUNT

   By creating/opening a Shree Quick Pay Account, you represent and confirm that you are:

   1. 18 (eighteen) years of age or older;
   2. an Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India;
   3. Not 'incompetent to contract' within the meaning of the Indian Contract Act, 1972; and
   4. Entering into and performing this Agreement, as per applicable law. You further represent and confirm that you are not a person debarred from using the Shree Quick Pay website and/or receiving the Shree Quick Pay Services under the laws of India or other applicable laws.

   Shree Quick Pay Services and your Shree Quick Pay Account can only be used in India. You acknowledge that Shree Quick Pay Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.

1. USER NAME AND PASSWORD

You must choose a reasonably descriptive User name that clearly identifies you or your business. This name will appear on the Customer’s Valid card/ Account statement. If a Transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify Shree Quick Pay for any costs stemming from such dispute.

As part of Shree Quick Pay registration process, you will create a password for your Shree Quick Pay Account. You are responsible for maintaining the confidentiality of the password and the Shree Quick Pay Account, and are fully responsible for all activities that occur under the Shree Quick Pay Account, including, without limitation, all actions by sub-users registered under the Shree Quick Pay Account. You agree to

1. Immediately notify Shree Quick Pay of any unauthorized use of your password or the Shree Quick Pay Account or any other breach of security, and
2. ensure that you exit from your Shree Quick Pay Account at the end of each session. Shree Quick Pay cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorized access to or use of the Shree Quick Pay Account. In the event of any dispute between two or more parties as to ownership of a particular Shree Quick Pay Account, you agree that Shree Quick Pay will be the sole arbiter of such dispute, at its sole discretion and that Shree Quick Pay’s decision (which may include termination or suspension of any account subject to dispute) will be final and binding on all parties.

2. APPROVAL AND REGISTRATION TO AVAIL Shree Quick Pay SERIVCES

At the time of registration, you are required to disclose the exact business category/business sub-category for which you will be using the Shree Quick Pay Services and only avail the Shree Quick Pay Services through your designated Merchant Site. You understand and acknowledge that in order to use the Shree Quick Pay Services for any other purpose, you shall notify Shree Quick Pay in writing of such change and such change will be subject to approval by Shree Quick Pay.

In order to avail Shree Quick Pay Services and Acquiring Bank Services, you must be approved by and registered with Shree Quick Pay, the Acquiring Banks and Nodal Bank. Any undertaking with respect to the Shree Quick Pay Services under this Agreement shall be subject to Shree Quick Pay’s, the Acquiring Banks’ and Nodal Bank’s approval and completion of the registration process. By accepting the terms of this Agreement, you agree to provide Shree Quick Pay with all such documents as required by Shree Quick Pay to register you with Shree Quick Pay, the Acquiring Banks and Nodal Bank. You authorize Shree Quick Pay to request for supplemental documentation at any time (before or after your Shree Quick Pay Account has been activated), in order to verify your identity, the accuracy of the information provided, legitimacy of your business, and/or your Customers, including a Customer report that contains your name and address, etc. If we cannot verify that this information is accurate and complete, we may deny your use of the Services, or close your Shree Quick Pay Account at any time.

You further understand and acknowledge that Shree Quick Pay, the Acquiring Banks and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Shree Quick Pay Services.

4. OUR RELATIONSHIP WITH YOU

Shree Quick Pay facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the Shree Quick Pay Site, using Valid Cards, Net Banking and various other acceptable modes of Payment Mechanism provided by Shree Quick Pay.

Shree Quick Pay a software application (“Software Application”) and established a Shree Quick Pay Site. Shree Quick Pay will act as an intermediary, by creating a link between the Merchant Site and the respective Acquiring Banks by means of the Software Application and Shree Quick Pay Site, for enabling the Customers to make payment of Customer Charge on the Merchant Site for the Transactions carried, using Acquiring Bank’s Services (“Internet Payment Gateway"). In order to serve in this role, we have entered into agreements with various Acquiring Banks, Nodal Bank, financial institutions, Card Associations and other software 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, to enable use of internet payment gateways developed by them, to

1. Route internet based Valid Card Transactions;
2. Offer various facilities through the internet, including net banking facilities;
3. Provide Authorization from Card Associations or other third party clearing houses; and
4. Provide settlement facilities in respect of payment instructions initiated by the Buyers.

These Transactions are between you and your Customers and we are only acting as an intermediary. We are NOT

5. A payment System Provider as defined under the Payment and Settlement Systems Act, 2007
6. A banking company as defined under the Banking Regulation Act, 1949 or
7. A non-banking financial company as defined by the Reserve Bank of India Act, 1938.

The relationship between Shree Quick Pay and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party.

Shree Quick Pay has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. Shree Quick Pay shall provide Shree Quick Pay Services to you, as an independent entity and under the terms and conditions of this Agreement. Shree Quick Pay has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither Shree Quick Pay nor the Acquiring Bank or anybody connected to Shree Quick Pay or Acquiring Bank shall have any responsibility or liability towards the Customers and you shall keep Shree Quick Pay and Acquiring Bank fully indemnified for all times to come in this respect.

Shree Quick Pay is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by Shree Quick Pay.

5. OBLIGATIONS TOWARDS ACQUIRING BANKS AND CARD ASSOCIATION

As you will be using the Acquiring Banks Services and Card Association Services, you undertake comply with all applicable rules, guidelines, instructions, requests and actions, etc., made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks and Card Associations may also put limitations and restrictions on you, at its sole discretion. In addition, the Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. You understand and acknowledge that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of Shree Quick Pay by an Acquiring Bank and/or Card Association, then without prejudice to Shree Quick Pay’s other rights hereunder, you shall forthwith indemnify Shree Quick Pay in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with your obligations towards the Acquiring Banks and/or Card Associations, Shree Quick Pay may suspend settlement or suspend/terminate the Shree Quick Pay Services forthwith.

6. CONNECTIVITY AND INTEGRITY OF HOTLINK

You shall be responsible at your own costs for providing and maintaining all necessary equipment, software and facilities at your end so as to connect the Merchant Site software to the Software Application.

You shall take all such precautions and measures as may be directed by Shree Quick Pay from time to time to ensure that there is no breach of security and the integrity of the link between the Merchant Site and the Internet Payment Gateway ("Hotlink") is maintained and shall ensure that all Customers upon accessing the Hotlink are properly directed to the Internet Payment Gateway. You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, you shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to you, Shree Quick Pay or the Acquiring Bank as a result of the Hotlink being breached due to improper security on part of you, your employees, contractors, agents, etc. and/or on the Merchant Site, shall be borne solely by you and you agree to indemnify, defend and hold harmless Shree Quick Pay and the Acquiring Banks from any claims, actions, damages or losses arising out or in relation thereto. Without prejudice to the generality of the aforesaid, you shall routinely and at such time intervals as may be specified by Shree Quick Pay and/or the Acquiring Banks check the integrity of the Hotlink and provide such reports and/or conduct such tests as may be required by Shree Quick Pay and/or Acquiring Banks from time to time.

7. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers on the Merchant Site in respect of the Transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from the Customer Bank Account/ Customer Wallet to the Nodal Account.

Shree Quick Pay, Acquiring Banks and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.

You acknowledge that as a risk management tool, Shree Quick Pay and/or the Acquiring Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or net banking account during any time period, rejection of Payment in respect of Customer Orders from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, Shree Quick Pay may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.

8. YOUR AUTHORIZATION

By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Acquiring Banks and our Nodal Account to process each Transaction that you authorize. Thereafter you authorise us to transfer the Settlement Amount received from your Customers to the Merchant Bank Account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your Shree Quick Pay Account is closed or terminated.

9. OUR FEES

In consideration for Shree Quick Pay Services, you shall pay Shree Quick Pay, Service Fees. The Service Fees shall be deducted by Shree Quick Pay from the Customer Charge payable to you in respect of each completed Transaction. Shree Quick Pay reserves the right to revise the Service Fees periodically, and Shree Quick Pay will intimate you of any such change within reasonable time. You shall also pay to Shree Quick Pay (i) a non-refundable one time set up fee, and (ii) Annual Maintenance Charge payable in advance every year. Shree Quick Pay shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable to you. In addition, in consideration of the license granted with respect to the Mobile SDK, you agree to pay Shree Quick Pay a royalty (“Royalty”).

10. TERMS OF PAYMENT TO MERCHANT

Subject to any other Clause of this Agreement, Shree Quick Pay shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to your Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction.

In the event that you opt for Shree Quick Pay Services using Shree Quick Pay Product: Shree Quick Pay Enterprise, the Transaction shall be completed only upon receipt of the Customer Charge in the Nodal Account from the Acquiring Banks and reconciliation of the same by the Acquiring Banks, Shree Quick Pay and the Nodal Bank (“Shree Quick Pay Completion of Transaction”)

In the event that you opt for Shree Quick Pay Services using Shree Quick Pay Product: Shree Quick Pay demands Proof of Delivery for any Transaction(s), the Transaction shall be completed only upon submission of Proof of Delivery by you (in the manner prescribed by Shree Quick Pay) and the confirmation of the same by the respective Customer. In the event that the Customer does not confirm delivery within 3 (three) days from the date on which you provide Proof of Delivery, it shall be considered as deemed confirmation and the Transaction shall be deemed to be completed. (“Shree Quick Pay Completion of Transaction”)

The transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, Shree Quick Pay and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account.

All payments with respect to refunds and Chargebacks shall be solely your responsibility and Shree Quick Pay shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to you or the Customer. You shall indemnify Shree Quick Pay in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the Merchant Site.

Notwithstanding anything contained anywhere in this Agreement, you hereby confirm and agrees that Shree Quick Pay, Acquiring Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of Shree Quick Pay and/or the Acquiring Banks and/or Card Association.

In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to Shree Quick Pay, Acquiring Bank and/or the Customer by you, Shree Quick Pay and/or the Acquiring Bank reserve the right to reverse the credit given to the Merchant Bank Account or set-o! the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to you. Shree Quick Pay and/or Acquiring Banks may also deduct the payment amount due from future Settlement Amounts payable to you with respect to subsequent Transactions.

All Settlement Amount due to you under this Agreement may be suspended or delayed till such time as Shree Quick Pay, the Acquiring Banks and/or nodal bank deems fit, if:

1. The you or your Customer or a third party commits any fraud or violates any law or legal requirement;
2. Shree Quick Pay and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, Shree Quick Pay, Acquiring Banks or any third party by you, your Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated;
3. You have excessive pending Chargebacks or poses high Chargeback and/or refund Risk;
4. Continuous non-delivery or delayed delivery of Products to Customers; or for any other reasonable reasons.

11. CHARGEBACKS

Our Collection Rights for Chargebacks: For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may debit the amount of any Chargeback and any associated Fees, fines, or from your Settlement Amount and/or Reserve. If we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Agreement until such time that:

1. A Chargeback is assessed due to a Customer’s complaint, in which case we will retain the funds;
2. The period of time under applicable law or regulation or Card Association Rules by which the Customer may dispute that the transaction has expired; or
3. We determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us with respect to collection of all Outstanding Amounts unpaid by you.

Excessive Chargebacks: If we determine that you are incurring an excessive amount of Chargebacks, Shree Quick Pay may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by

1. Establishing new processing fees
2. Creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees,
3. Delaying pay-outs, and
4. Terminating or suspending the Services

Contesting Disputed Transactions:
In the event of a Chargeback dispute relating to a Transaction contemplated under this Agreement (“Disputed Transaction”), on any grounds whatsoever, Shree Quick Pay shall forthwith notify you of the same. On such notification you shall conduct an internal review of such matter and shall within 5 (five) days from receipt of notice, revert to Shree Quick Pay in writing either:

1. Requesting Shree Quick Pay to refund (”Refund Request”) the Customer Charge Amount received by it in respect of such Transaction ("Refund Monies"); or
2. Providing Shree Quick Pay with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.
3. In the event that you:
   Provide a Refund Request to Shree Quick Pay; or

4. Fail to provide Refund Request and fail to contest such Disputed Transaction within the aforesaid period or contests Disputed Transaction without providing supporting documentation to the satisfaction of Shree Quick Pay, Acquiring Banks, Card Association and/or Issuing Institution, Shree Quick Pay shall be entitled to recover the Refund Monies from Settlement Amount subsequently made to the Nodal Account. In the event that Shree Quick Pay is unable to recover the Refund Monies as aforesaid, due to the Settlement Amount credited to the Nodal Account being lower than the Refund Monies, Shree Quick Pay shall deduct the remaining Refund Monies from the Reserve (if any) or set-o! the remaining Refund Monies against the future Settlement Amounts payables to you and refund the same to the Customer. You shall be liable to make payment of the Refund Monies or part thereof which has not been recovered by Shree Quick Pay forthwith.

   It is hereby agreed and acknowledged by the Parties that the Service Fees charged by Shree Quick Pay in respect of a Transaction that has been confirmed shall not be refunded or repaid by Shree Quick Pay to you or any other person irrespective of the Customer Charge being rejected, chargeback, refunded or disputed.

12. RESERVE

You understand and acknowledge that at any time and from time to time, we may temporarily suspend or delay payments to you or require you to provide Shree Quick Pay with Reserve of such amounts as may be requested by Shree Quick Pay to secure the performance of your payment obligations under this Agreement for reason, including without limitation, high Chargeback risk, credit risk, refund overdraft risk, non-delivery issues, selling of banned items, non-payment of maintenance fees or other amount payable to Shree Quick Pay or any other indications of performance problems related to your use of the Shree Quick Pay Services. If you fail to provide Shree Quick Pay with Reserve within seven (7) days of receipt of notice for the same, Shree Quick Pay reserves the right to suspend and/or terminate the Settlement Amount payable you or the Shree Quick Pay Services without further notice. Shree Quick Pay may use this Reserve to set-off including but not limited to any Outstanding Amounts payable by you to Shree Quick Pay, Acquiring Banks and/or Customers.

In case the Settlement Amount payable to you and/or the Reserve (if any) is not sufficient to cover your Outstanding Amount, then you shall pay Shree Quick Pay and/or the Acquiring Banks the remaining amount due immediately upon request. Shree Quick Pay shall be entitled to charge daily interest on such Outstanding Amount from the date of request until the date of payment in full, at the rate of 1.5% per month. Provided that the above right of Shree Quick Pay to appropriate the Reserve and set-off the Outstanding Amount in the above manner shall be in addition to and reserving fully the right of Shree Quick Pay to recover all such losses, costs and damages etc from you by any other means, which may be available to Shree Quick Pay under the law. In addition, you agree to pay all costs and expenses, including without limitation attorneys' fees and other legal expenses, incurred by or on behalf of us in connection with the outstanding amount and the collection of same from you.

13. TERMS OF EMI OFFERINGS

You understand that in order to avail the EMI services of a bank, you must be specifically approved by such bank for provision of EMI services.

The EMI services shall be offered at the discretion and as per the terms and conditions of the respective bank and Shree Quick Pay. You shall ensure that while making a Transaction, the Customer also accepts such terms and conditions.

You understands that at time of the making the Transaction, the Customer shall be charged the full amount of the sale price; Shree Quick Pay shall send details of settled Transactions for conversion to EMI along with complete details, within 2 (two) Business Days from the date of Completion of Transaction. EMI transactions once submitted cannot be cancelled / reversed.

In the event that you provide EMI options to the Customers, you shall endeavour to deliver the Product after the approval of the EMI option from the Issuing Institution providing the EMI option through Shree Quick Pay. Shree Quick Pay shall not be liable to you or the Customer for any dispute arising with respect to rejection of EMI option to a Customer after a Transaction has been confirmed, irrespective of the Settlement Amount being in the Nodal Bank or already transferred to the Merchant Bank Account. The Customer shall raise such dispute directly with the Issuing Institution.

You understand and acknowledge that all Transactions shall be converted to EMI transactions in offline mode. The Issuing Institution shall endeavor to convert all transactions approved by them to EMI within 5 (five) Business Days.

You shall ensure that an EMI calculator is available on the Merchant Site in order to explain the EMI calculation to the Customer

You understand and acknowledge that the Issuing Institution may modify the terms of the EMI offering or withdraw the EMI Scheme completely at any time. Shree Quick Pay and the Acquiring Banks shall not be responsible to you or the Customer for any disputes arising due to non-conversion of a Transaction to EMI or informing you about rejection of EMI request by the Issuing Institution.

1. DELIVERY

You shall dispatch/render the Products to the Customer only upon receipt of transaction confirmation from Shree Quick Pay. Shree Quick Pay shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the Acquiring Bank. Shree Quick Pay shall not be responsible for any Transactions that have not been confirmed with Shree Quick Pay by the Acquiring Banks.

You shall ensure that it maintains Proof of Delivery with respect to each Transaction initiated through the Merchant Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by Shree Quick Pay and/or the Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that Shree Quick Pay and/or the Acquiring Bank and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. Shree Quick Pay and/or the Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement.

You shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on the Merchant Site. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.

All risks associated with the Delivery shall be borne solely by you and not Shree Quick Pay. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Customer and you without making Shree Quick Pay and/or the respective Acquiring Bank a party to such disputes.

2. REFUNDS AND RETURNS POLICY

By accepting to use Shree Quick Pay Services, you agree to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through the Merchant Site in accordance with this Agreement, the Acquiring Banks’ instructions and Card Association Rules. You understand that no refund shall be processed by Shree Quick Pay after a period of 180 days from the date of the Transaction. You shall

1. Maintain a fair refund, cancellation or adjustment policy;
2. Disclose its return or cancellation policy to Buyers,
3. Not give cash refunds to its Buyers in connection with a card sale, unless required by law, and
4. Not accept cash or any other item of value for preparing a card sale refund.

The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. If the Customer accepts returns and makes an uneven exchange of Products (e.g., the sales price is not the same), you must issue a credit for the total amount of the Products being returned and the Users must complete a new sale for any new Products. Please be aware, that if your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales.

1. CUSTOMER SUPPORT

All Customer service issues relating to the Transaction, Products sold on its Merchant Site including but not limited to Customer Charge, order fulfilment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes, are solely your responsibility. In performing Customer service, you will always present itself as a separate entity from Shree Quick Pay. You shall provide Customer support during all Business Days. Such support shall include appropriate notice to Customers of means of contacting you including e-mail address and telephone number, in the event the Customer has questions/queries regarding the nature or quality of the Product and the procedures for resolving disputes.

Under no circumstances shall Shree Quick Pay be responsible for customer support to the Customer or any third party.

2. MERCHANT RISK ASSESSMENT

We may, from time to time during the term, make or carry out risk assessments on you and/or the Transactions carried out on the Merchant Site (each a "Risk Assessment") which shall inter alia be for the following purposes:

1. Verify that you are properly constituted and operate a bona fide business;
2. Verify that you have sufficient safeguards in place to protect Customer's Data;
3. Quantify and investigate the levels of fraud or your default relating to the Transactions; and/or
4. Provide any other comfort that we (acting reasonably) may require in the context of its exposure under this Agreement and the agreements with the Acquiring Banks or Card Associations, and you shall provide all reasonable assistance and information to us with respect to such Risk Assessments.

We may periodically obtain additional reports to determine whether you continue to meet the requirements of this Agreement. You agree that we are permitted to collect and share information about you and your application (including whether you are approved or declined), and your Shree Quick Pay Account with the Acquiring Banks, Card Associations, Issuing Institutions, other banks, financial institutions and governmental authorities. This includes sharing information

1. About your Transactions for regulatory or compliance purposes (including compliance with KYC),
2. For use in connection with the management and maintenance of the Service,
3. To create and update their customer records about you and to assist them in better serving you, and
4. To conduct Shree Quick Pay's risk management process.

If, at any time after we have made or carried out a Risk Assessment or it has been notified of an issue, we determine (acting reasonably) that you or circumstances relating to you represent a material credit risk or potentially increase our exposure under this Agreement, we may:

1. Terminate this Agreement with immediate effect; and
2. Defer the payments due to you for such period as we deem appropriate (acting reasonably) to address the credit risk or exposure and, where necessary, such amount (in whole or part) may be applied towards any amount owed by you to us under this Agreement.
3. If, at any time, we discover that a fraud has been committed you; or you have in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated, we may report the same to any governmental and/or law enforcement authorities.

3. INSPECTION

You shall maintain records of such periodical checks in such manner as may be specified by us and/or the Acquiring Banks. We and/or the Acquiring Banks shall be entitled to check and audit your records and statements to ensure compliance with your obligations under this Agreement at such intervals or times as we and/or the Acquiring Banks may deem fit. We and/or the Acquiring Banks may also inspect your business location. If you refuse such inspection, your Shree Quick Pay Account may be terminated. We reserve the right to suspend or terminate the Shree Quick Pay Account of any user who provides inaccurate, untrue, or incomplete information, or fails to comply with the Shree Quick Pay Account registration requirements. If you refuse such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, we reserve the right to suspend or terminate the Shree Quick Pay Services forthwith.

4. YOUR RESPONSIBITIES

You hereby declare, assure, undertake and covenant as under:

1. You shall duly fulfill all Transactions placed on the Merchant Site in accordance with the terms and conditions on the Merchant Site and instructions of the Customer. You undertake to ensure that the Delivery is done as per specifications of the Customer on or before the Delivery Due Date.
2. You will not offer out of stock Products for sale. You shall be solely liable for quality and efficiency and merchantability of the Products. Further the rates displayed on the Merchant Site shall include all applicable taxes.
3. You shall comply with all applicable laws, rules and regulations in offering the Products or collecting Payments on its Merchant Site. You shall ensure that all requisite approvals, licenses and registrations, etc. in accordance with all laws, rules, regulations, guidelines in force in India from time to time, have been obtained and are kept in full force and effect to enable you to offer the Products for sale. You shall not conduct any business through the Shree Quick Pay Services or offer Products thereof in violation of any law or legal requirement of any applicable jurisdiction and shall keep Shree Quick Pay fully indemnified for all times to come in this regard.
4. You shall not offer any Products, which are illegal or offensive or banned as per the list provided in Schedule A and/or are not in compliance with applicable laws, rules and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products. In addition, you shall comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and guidelines set by Shree Quick Pay, Acquiring Banks and/or Card Associations. You agree and understand that Shree Quick Pay reserves the right to suspend Settlement Amount and/or Shree Quick Pay India Services to you until such time that you do not discontinue selling such banned/illegal Products or does not conform to all applicable laws and regulations in force from time to time. In addition, Shree Quick Pay reserves the right to terminate this Agreement without further notice in the case of breach of this Clause.
You shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Products provided by you and terms of paying the Customer Charge are displayed conspicuously on the Merchant Site in accordance with the terms of this Agreement (collectively “Merchant Terms and Conditions”). You shall prior to accepting any instructions from the Customers ensure that the Customers accepts all the Merchant Terms and Conditions. Shree Quick Pay reserves the right to inspect the Merchant Terms and Conditions at any times.
5. In the event that you provide One Click Checkout option to its Customers and the Customer opt for One Click Checkout, you understand that Shree Quick Pay India shall store the Valid Card data of the Customers on its server.
6. In the event that you have obtained a PCI DSS certification and opts for a One Click Checkout API, you shall be responsible to ensure that all Customer Valid Card data shared with you is kept safe and not shared with any third party without the consent of Shree Quick Pay and the Customer. You shall ensure that there is no unauthorized use or disclosure of such data or any hacking of the same. You accept all liabilities with respect to such Customer Valid Card data and shall keep Shree Quick Pay indemnified in case of any breach of this Clause. In addition, in the event that you call the One Click Checkout API for the wrong Customers Valid Card data or the Customer’s account with you is compromised, you shall be fully liable for all transactions processed and Shree Quick Pay shall have no liability towards the Customers or you. Further, you shall also have in place a privacy policy for handling or dealing with the Customer’s personal information including all Customer Valid Card data, and such policy should be available to the Customers and be published on the Merchant Site.
7. You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using Shree Quick Pay Services.
8. In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses.
9. You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards.
10. You agree to put up such notices, disclaimers or warranties as may be required by Shree Quick Pay and/or the Acquiring Bank and you shall comply with such request forthwith.
11. You shall hereby agree that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and Shree Quick Pay Services provided under this Agreement.
12. As you will be using the Acquiring Banks Services and Card Association Services, you shall comply with all applicable rules, guidelines, instructions, requests and actions, etc. made by the Acquiring Banks and/or Card Associations from time to time. The Acquiring Banks has the right to reverse/reject settlement, suspend and/or terminate Acquiring Banks Services/Shree Quick Pay Services, make inspections or inquiries in relation to the Transaction, etc. You understand that the Acquiring Banks and Card Association Rules form a part of this Agreement. In the event that your non-compliance of Acquiring Banks and/or Card Association Rules, results in any fines, penalties or other amounts being levied on or demanded of Shree Quick Pay by an Acquiring Bank and/or Card Association, then without prejudice to Shree Quick Pay’s other rights hereunder, you shall forthwith indemnify Shree Quick Pay in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with its obligations towards the Acquiring Banks and/or Card Associations, Shree Quick Pay may suspend settlement or suspend/terminate the Shree Quick Pay Services forthwith.
13. In the event that you opt for Shree Quick Pay Services, you agree and understand that you and your Customers shall be bound by the Shree Quick Pay Terms and Conditions . You shall ensure that you and all your Customers comply with the Shree Quick Pay terms and conditions.
14. You will not engage in any activity with the Mobile SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, Shree Quick Pay or any Acquiring Bank.
15. You shall not require the Customer to provide you with any details of the accounts held by it with Issuing Institution. You shall not input any data on behalf of the Customers on the Merchant Site or the Acquiring Bank, failing which it will be considered as breach of trust of Shree Quick Pay and/or of the Acquiring Bank.
16. You shall ensure to keep confidential, all information submitted by the Customers on the Merchant Site. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time.
17. You shall in writing inform Shree Quick Pay of all changes in its constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory.
18. You shall not engage in activities that harm the business and/or brand of Shree Quick Pay, the Acquiring Banks and/or card associations.
19. You must indicate its acceptance of all the respective Acquiring Banks and/or Card Associations, whose Payment Mechanism is being used by you, whenever it communicates the payment methods it accepts to its Customers without prejudice to anyone of the Acquiring Banks and/or Card Associations. In the event that you decide to display the logos of the Acquiring Banks and/or Card Associations whose Payment Mechanism it is providing as a Valid Card payment option to its Customers on the Merchant Site and/or other marketing materials, you must ensure that it prominently displays the logos of all the respective Acquiring Banks and/or Card Associations (being used to process Valid Cards) in the same manner and without prejudice to any one of them and in accordance with the guidelines and/or direction provided by the respective Acquiring Banks and/or Card Associations. In addition, you shall not promote, dissuade or impose restrictions/conditions on any one Valid Card Payment Mechanism and/or Card Association over the other. Exceptions being limited time bound tactical marketing programs with one or more Acquiring Banks and/or Card Associations.
20. You shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and Shree Quick Pay deal with all cardholder/Customer Account holder disputes at its own cost.
21. You authorise Shree Quick Pay to share Transaction data and Customer information with the respective Acquiring Banks and Card Associations.
22. You shall maintain and run the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libellous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to Shree Quick Pay, the Acquiring Banks, Card Associations and/or any other third party.
23. In the event that Shree Quick Pay was providing Shree Quick Pay Services for the website currently defined as Merchant Site, under a different arrangement / ownership / branding, prior to this Agreement, the Merchant hereby agrees to indemnify and hold harmless Shree Quick Pay and/ or the Acquiring Banks for any losses, costs, damages, penalties, Chargebacks, refund overdraft, or credit problems suffered or incurred for the services provided to the said website under the erstwhile agreement. It is hereby clarified that the Parties may mutually agree in writing to waive off the applicability of this clause. Further it is clarified that this clause will not be applicable in the event Shree Quick Pay was not providing Shree Quick Pay Services to the Merchant Site, prior to this Agreement
24. The Merchant acknowledges that if Shree Quick Pay was providing Shree Quick Pay Services to the Merchant Site under a different arrangement / ownership / branding, prior to this Agreement, the merchant understands that Shree Quick Pay India will start settling the funds to the Merchant’s bank account only after the Merchant gets registered with Shree Quick Pay’s Acquiring Banks and Nodal Banks and the same has been confirmed to the Merchant by Shree Quick Pay. For the transactions prior to the said event shall be continued to be settled in accordance with the previous agreement for the said website.
25. You agree that Shree Quick Pay reserves a right to suspend the payment and/or Shree Quick Pay Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.

5. Shree Quick Pay WALLET (Simple Website Integration)

1. The Merchant understands that in event the Merchant uses Shree Quick Pay Wallet, the Merchant shall in order to enable a Customer to make payment, shall land the Customer on Shree Quick Pay payment page and shall provide the details of the Transaction in the agreed format and manner including the Transaction value.
2. Shree Quick Pay shall process the Transaction only as per the data or information received by Shree Quick Pay from the Merchant. Shree Quick Pay shall only be responsible for processing the Transaction as per the instruction of the Merchant and sending the Transaction status / information to the Merchant and however, shall not be responsible for the receipt of the information by the Merchant. The Merchant agrees and acknowledges that Shree Quick Pay shall not be liable for any loss, damage, fine, penalty, cost, claims, proceedings incurred by the Merchant, Customer or any third party under this clause.

1. DORMANT ACCOUNTS

1. If there is no activity in your Shree Quick Pay Account (including access or payment transactions) for a period of one (1) year, we may close your Shree Quick Pay Account.

2. PRIVACY

Your privacy is very important to us. Upon acceptance of this Agreement, you confirm that you have read, understood and accepted our Privacy Policy.

By using our Service, you may receive information about Customers. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Customer.

3. DISCLOSURES AND NOTICES

You agree that Shree Quick Pay can provide disclosures and notices required by law and other information about your Shree Quick Pay Account to you electronically by posting it on our website, or by emailing it to the email address provided by you at the time of registration. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with paper copies. Such disclosures and notices are considered received by you within 24 hours of the time posted to our website, or within 24 hours of the time emailed to you unless we receive notice that the email was not delivered.

4. TERMINATION BY EITHER PARTY

This Agreement may be terminated by either Party by giving 30 (thirty) days prior written notice to the other Party.
Either Party may terminate this Agreement forthwith in the event:

1. The Party discovers at any stage that the other Party is in violation of any law or regulation;
2. The other Party is adjudicated as bankrupt, or if a receiver or as a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) Business Days;
3. The other Party goes into liquidation either voluntarily or compulsorily;
4. The other Party is prohibited by any regulatory or statutory restriction from continuing to provide services under this Agreement.

5. TERMINATION BY Shree Quick Pay

Shree Quick Pay shall terminate this Agreement forthwith, if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of this Agreement.

The termination under this Clause is in addition to and without prejudice to the termination rights which Shree Quick Pay may have under any other Clause in this Agreement.

6. CONSEQUENCES OF TERMINATION

The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect.

Where any payments claimed by Shree Quick Pay exceeds the Settlement Amount due to you the difference thereof shall be a debt due from you to Shree Quick Pay and be forthwith recoverable by appropriate legal action, as deemed fit by Shree Quick Pay. Without prejudice to Shree Quick Pay’s rights and remedies, in the event that you do not make any payments to Shree Quick Pay by its due date or on demand as required under this Agreement, Shree Quick Pay shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of Settlement Amount in full, at the rate of 2.5% per month. This section shall not preclude Shree Quick Pay from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.

All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by Shree Quick Pay from time to time in respect of this Agreement, whether in respect of the utilization of the Internet Payment Gateway or otherwise shall be returned by you to Shree Quick Pay upon termination.

You agree and confirm that you shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Shree Quick Pay, Acquiring Banks, Card Associations and/or Customers and for all claims and proceedings arising against Shree Quick Pay and/or Acquiring Banks with respect to this Agreement. At the time of termination, Shree Quick Pay may retain such amount from the Reserve (if any) and Settlement Amount payable to you (including Settlement Amounts withheld) as may be determined by Shree Quick Pay to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by Shree Quick Pay, Acquiring Banks, Card Associations and/or Customers for a period of 210 Business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to you after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts owed by you post termination, you shall ensure that it pays Shree Quick Pay all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep Shree Quick Pay indemnified in this respect. This Clause survives the termination of this Agreement.

PART TWO: ADDITIONAL LEGAL TERMS

1. REPRESENTATIONS AND WARANTIES

You represent and warrant to us that:

1. You are at least 18 (eighteen) years of age;
2. You are eligible to register and use the Service and have the right, power, and ability to enter into and perform under this Agreement;
3. The name identified by you when you registered is your name or business name under which you sell the Products
4. You are duly organized and validly existing under the laws of the jurisdiction in which you are established;
5. Your obligations hereunder constitute legal, valid, binding and enforceable obligations;
6. The execution and delivery of this Agreement and the consummation of the Transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval;
7. Any sales Transaction submitted by you will represent a bona fide sale by you;
8. Any sales Transactions submitted by you will accurately describe the Products sold and delivered to Customers;
9. You will fulfil all of your obligations to each Customer for which you submit a Transaction and will resolve any consumer dispute or complaint directly with the Customers;
10. Except in the ordinary course of business, no sales Transaction submitted by you through the Services will represent a sale to any principal, partner, proprietor, or owner of your entity;
11. You will not use Shree Quick Pay Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of Shree Quick Pay Services;
12. Your use of Shree Quick Pay Services will be in compliance with this Agreement.

  Website Terms and Conditions of Use

By accessing this Website, accessible from https://Shree Quick Pay .in/, you are agreeing to be bound by these Website Terms and Conditions of Use and agree that you are responsible for the agreement with any applicable local laws. If you disagree with any of these terms, you are prohibited from accessing this site. The materials contained in this Website are protected by copyright and trade mark law.

  Use License

Permission is granted to temporarily download one copy of the materials on Rakle Services Private Limited's Website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

•  modify or copy the materials;
•  use the materials for any commercial purpose or for any public display;
•  attempt to reverse engineer any software contained on Shree Quick Pay TechIndia Pvt Ltd's Website;
•  remove any copyright or other proprietary notations from the materials; or
•  transferring the materials to another person or "mirror" the materials on any other server.

This will let Rakle Services Private Limited to terminate upon violations of any of these restrictions. Upon termination, your viewing right will also be terminated and you should destroy any downloaded materials in your possession whether it is printed or electronic format. These Terms of Service has been created with the help of the Terms Of Service Generator .

  Disclaimer

All the materials on Rakle Services Private Limited’s Website are provided "as is". Rakle Services Private Limited makes no warranties, may it be expressed or implied, therefore negates all other warranties. Furthermore, Shree Quick Pay TechIndia Pvt Ltd does not make any representations concerning the accuracy or reliability of the use of the materials on its Website or otherwise relating to such materials or any sites linked to this Website.

 Limitations

Rakle Services Private Limited or its suppliers will not be hold accountable for any damages that will arise with the use or inability to use the materials on Rakle Services Private Limited’s Website, even if Shree Quick Pay Tech India Private Limited or an authorize representative of this Website has been notified, orally or written, of the possibility of such damage. Some jurisdiction does not allow limitations on implied warranties or limitations of liability for incidental damages, these limitations may not apply to you.

  Revisions and Errata

The materials appearing on Rakle Services Private Limited’s Website may include technical, typographical, or photographic errors. Shree Quick Pay Tech India Private Limited will not promise that any of the materials in this Website are accurate, complete, or current. Rakle Services Private Limited may change the materials contained on its Website at any time without notice. Rakle Services Private Limited does not make any commitment to update the materials.

  Links

Rakle Services Private Limited has not reviewed all of the sites linked to its Website and is not responsible for the contents of any such linked site. The presence of any link does not imply endorsement by Shree Quick Pay Tech India Private Limited of the site. The use of any linked website is at the user’s own risk.

  Site Terms of Use Modifications

Rakle Services Private Limited may revise these Terms of Use for its Website at any time without prior notice. By using this Website, you are agreeing to be bound by the current version of these Terms and Conditions of Use.

  Your Privacy

Please read our Privacy Policy

  Governing Law

Any claim related to Rakle Services Private Limited's Website shall be governed by the laws of in without regards to its conflict of law provisions.