In consideration of the payment obligation, Zerone shall provide Platform to the Merchant, enabling them to access and utilize the Services, as per the terms of this Agreement between Zerone and Merchant.
Zerone shall provide such Services according to terms of agreement entered with Bank, good industry practice and Applicable Law. Zerone shall use its reasonable efforts to perform its obligations in a timely, efficient and professional manner.
Zerone shall at all times hold all necessary permits, permissions and licenses necessary to facilitate the Services.
Zerone shall report of cyber security incidents and breaches to CERT-In (Indian Computer Emergency Response Team) via email (incident@cert-in.org.in) within six (6) hours of such cyber security incidents in the incidence reporting format as per the requirements of RBI.
For any exchange of information/ data under this Agreement, Parties shall accept and adhere to the obligations mentioned under Data Processing Addendum;
In the performance of its duties hereunder, Zerone is an independent contractor, and not an employee or agent of the Merchant.
Subject to the terms of Agreement, Merchant to be onboarded byZerone to utilize the Services.
Zerone would grant the Merchant a limited, royalty-free, non-exclusive, non-transferable right for the Term and for the purpose of the Agreement to:
The Merchant shall not:
The Merchant agrees to accept or transfer payment, as the case may be, by using the Platform for availing Services.
The Merchant understands and agrees that the Merchant is merely a licensed user of the Services and shall not impersonate or misrepresent its affiliation with Zerone or any person or entity, related to or associated with Zerone in any manner.
The Merchant shall at all times hold the licenses, permissions and clearances necessary to conduct its business in all jurisdictions in which it operates and shall not be in breach of any Applicable Law including but not limited to the Central Goods and Services Act, 2017, Foreign Exchange Management Act, 1999 and Income Tax Act, 1961 whilst providing the Merchants’ products and services in the territory of India.
The Merchant hereby agrees and undertakes to comply with the provisions as set out in this Agreement including all the Annexures and Schedules attached herein and shall updateZerone within 30 (thirty) calendar days of any subsequent changes to the information submitted in the KYC Application.Zerone shall be entitled to suspend or block/restrict or Disconnect the Services to the Merchant (and its Customers) and/or inform the Payment Aggregator to freeze the entire or part of the Transaction Amount if the Merchant does not comply with the provisions and/or the updated information fails to meet Zerone’s KYC requirements, without any obligations.Zerone shall have the right to terminate this Agreement immediately if the Merchant fails to comply with its obligations and/or continues to fail to meet Zerone’s KYC requirements within 15 (fifteen) days of receiving Zerone’s notice.
Merchant hereby agrees and undertakes to maintain the KYC details of all its Customers, as per of the extant RBI guidelines and other Applicable Laws of India including but not limited RBI’s Master Direction- RBI/DBR/2015-16/18, titled, Master Direction- Know Your Customer (KYC) Direction, 2016.
Merchant hereby agrees that it shall execute and remain compliant with the provisions of Annexure C (Undertaking Pertaining To Data Privacy), Annexure D (Anti-Money Laundering (AML) And Combating Of Financing Of Terrorism (CFT) Undertaking) and Annexure E (Undertaking Pertaining to Business Model), through the Term of the Agreement.
Merchant hereby agrees that its intention in providing products and services through Platform is sincere and in good faith. The Merchant shall not engage in any activity with malafide intentions to dupe Customers, deceive stakeholders, or engage in any fraudulent practices. The Merchant assures to operate transparently, ensuring fairness and honesty in all its dealings.
The Merchant unequivocally guarantees that it shall not sell, offer, or distribute any products that are fake, counterfeit, or prohibited by Applicable Laws and regulations. The Merchant affirms that all products offered are genuine, legally sourced, and compliant with the prevailing norms and standards.
The Merchant confirms and assures that it possesses and maintains a robust and efficient Information Technology (“IT”) infrastructure. This infrastructure is deemed adequate to support the Services and to fulfill the obligations outlined in the Agreement between the Parties. The Merchant shall ensure the availability, security, and scalability of its IT systems to accommodate the requirements of the services and obligations detailed in the Agreement.
The Merchant further undertakes to comply with all Applicable Laws, regulations, and industry standards concerning the provision of products and services. The Merchant shall remain current with legal requirements and adapt its operations accordingly to ensure adherence to these standards.
The Merchant hereby undertakes that during the course of its engagement with Bank and Zerone, it shall not undertake or engage in any other business activities, games, or sale of items that have not been explicitly declared and approved during the onboarding process. The Merchant acknowledges that any addition of new items or products for sale shall require prior notification to Bank and Zerone and explicit consent obtained before initiating any financial transactions related to the new product through the Zerone’s Platform.
The Merchant affirms its commitment to adhering to best practices in data security and privacy. Therefore, the Merchant undertakes that it shall not store or retain any Customer card details, including but not limited to credit card numbers, CVVs, or any other sensitive payment information. The Merchant acknowledges that it is fully responsible for ensuring the security and confidentiality of customer payment data and shall not engage in practices that could compromise the privacy of such information.
The Merchant further undertakes to comply with all Applicable Laws, regulations, and industry standards relevant to its business activities, the sale of products, and the handling of customer payment information. The Merchant shall ensure that its operations adhere to data protection laws and financial regulations governing the handling of sensitive payment data.
Merchant hereby agrees that it shall not undertake or support any illegal transaction like benami transaction defined under Prohibition of Benami Property Transactions Act, 1988, hundi, etc. or any other transaction that is illegal and prohibited under the Applicable Laws through Platform.
Merchant hereby agrees and undertakes to periodically in every month confirm or update (as the case may be), Zerone about its line of business or the purpose for which Services are being used.
Payment using Platform may only be accepted for the purpose of paying for the Merchant’s products and services where there is a direct contractual relationship between the Merchant and the Customer.
Merchant agrees to fully and timely cooperate with and assistZerone to address any issues affecting the Services where cooperation or assistance from Merchant is reasonably required.
The Merchant shall not use Platform to accept payment for, make payment to, or, directly or indirectly, facilitate (each a “Prohibited Activity”):
If the Merchant breaches the above, Zerone shall be entitled to suspend or block/restrict or Disconnect the Services and/or inform the Payment Aggregator to freeze the entire or part of the Transaction Amount of the Merchant until the Merchant cures such breach. If the Merchant fails to cure such breach within 3 (three) days of receiving Zerone’s notice, Zeroneshall have the right to terminate this Agreement immediately.
To the maximum extent permitted by Applicable Law, in no event shall Zerone be liable for any payments in excess of the Daily Transaction Limit as prescribed in Annexure B (Daily Transaction Limit).
When using Platform for recurrent performances (e.g. subscriptions) or payments by installments, an Authorization Request shall be completed, and an authorization shall be obtained from Zerone prior to each payment being accepted by the Merchant.
Zerone may, refer to, identify and quote the Merchant in theZerone’s press releases, websites, and other marketing materials for the purposes of identifying the Merchant as a customer of Zerone. Zerone shall be entitled to use the Merchant’s trading names and logos for these purposes with any brand guidelines that are provided by the Merchant to Zerone.
Subject to the Applicable Law, Zerone may, at its sole discretion and at any time, require from the Merchant to deliver any information regarding the Customer’s personal information, activities, assets, operational activities, financial situation, operating results, and the state of its compliance of international standards, and/or any other information that Zerone may need form the Merchant, from time to time.
Merchant shall allow Zerone, Bank or any other authorized representative of Zerone to conduct checks or audits of the Merchant, including verification of all the transactions, and the Merchants hereby agree to provide all necessary details, documents and information as and when called by Zerone or the Bank, every 180 (one hundred and eighty) days, or from time to time, as may be decided by Zerone or the Bank at their sole discretion.
Merchant agrees and undertakes that it shall provide access to all its necessary books, records and information to a Governmental Authority or any person authorized by such Governmental Authority, and shall, within a reasonable period of time, but in any event no later than 3 (three) days, provide all such information as may be required by the Governmental Authority or any person authorized on its behalf. Merchant agrees to cooperate fully with any inspection made by the Governmental Authority, or any person authorized by the Governmental Authority.
Merchant agrees that Zerone or the Bank shall be entitled to investigate or seek clarification in regard to any Transaction and Merchant shall co-operate with Zerone and Bank in this regard.
Merchant agrees and undertakes that it shall at all times adhere to the Terms and Conditions specified by the Bank.
Merchant shall at all times be in compliance with the Applicable Laws including but not limited to Payment Card Industry – Data Security Standard (PCI-DSS) and Payment Application – Data Security Standard (PA-DSS), if where applicable, and ensure incident reporting in terms of the RBI’s Master Direction, Notification and Circular. Merchant further agrees and undertakes that it shall at all times be in compliance with any and all additional guidelines that are released by RBI post the execution date of this Agreement or any other Governmental Authority and instructions issued by the Bank and communicated to the Merchant in writing.
Merchant agrees and undertakes that it shall at all times keep confidential all information submitted by the Merchant’s Customers on the Merchant’s Platform. Further, Merchant shall use requisite encryption and robust security measures to prevent any hacking of the information of the Customer. Merchant shall not ask Customer to disclose any confidential or personal data, which may be prejudicial to the interests of the Customer. Merchant shall use the Customer’s data only for the purpose of completing the transaction and shall not sell or otherwise furnish such information to any third party. In the event that the Customer revokes consent, the Merchant shall delete or purge all data relating to such Customer from its system or records, except those data/details which shall be maintained as per the prevailing statutory and/or regulatory guidelines. In case of any breach or non-compliance of this clause that comes to the notice of the Merchant, Merchant shall inform the Zerone promptly, and in no event later than 24 (twenty- four) hours of such breach or non-compliance.
Merchant agrees and undertakes to maintain strict confidentiality of all Customer data and information and compliance with Applicable Laws and regulations on privacy and data security, including the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
Merchant agrees and undertakes that it does not save Customer card and such related data and ensure compliance with Applicable Law, including the RBI’s circular CO.DPSS.POLC.No.S-516/02-14-003/2021-22 dated September 7, 2021.
The Merchant undertakes that it adheres to the minimal baseline security controls under the RBI’s PA/PG Guidelines. Merchant agrees and undertakes that it shall allow the Bank to perform a comprehensive security assessment, in the manner required, to ensure its compliance with the Applicable Laws.
Merchants agrees and undertakes that it shall allow the Bank to apply appropriate Customer Due Diligence (“CDD”) measures on it as per Paragraph 14 of the KYC Master Direction, without any hinderance due to either non-cooperation of the Customer or non-reliability of the documents/information furnished by the Merchant.
Merchant shall ensure at all time to have the following information clearly displayed on its website:
During the Term of this Agreement, subject to the terms and conditions of this Agreement:
The first level of any Customer’s grievance redressal shall be provided by Merchant and Merchant shall ensure adequate infrastructure to handle Customer’s claims, disputes, including Chargeback requests.
Subject to the Limitation Liability clause of this Agreement, Customer’s grievance may be escalated to the Bank via Zerone.
Merchant shall provide Refund Instructions to Zerone in respect of any Refund Request either (a) prior to settlement of funds into the Merchant Account for the relevant transaction; or (b) in case the Refund Request is received after settlement of the funds in the Merchant Account for the relevant transaction, then prior to a succeeding settlement of funds into the Merchant Account, subject at all times to Applicable Law, including requirements stipulated by the RBI, and availability of funds in the Payment Aggregator Account. Refund shall be facilitated through the same channel of payment which was used by the Customer to make the payment to Merchant.
Without Refund Instructions, Zerone shall not be liable to process any Refund Request of the Merchant.
Upon receipt of Refund Instructions, the Refund shall be settled to the Customer’s Account within 14_(fourteen)_ days, as agreed between Zerone and Payment Aggregator, subject at all times to Applicable Laws and availability of funds in the Payment Aggregator Account.
The Parties acknowledge that the use of Platform in online sales involves a particularly high risk of abuse and, thus, it is imperative that reasonable measures for preventing abuse are taken by the Merchant.
The Merchant shall have and maintain in place throughout the Term of this Agreement adequate policies and procedures (and where applicable carry out credit checks) to prevent fraudulent abuse, enforcing them where appropriate and coordinating to that extent with Zerone in order to avoid that such events will materially adversely affect Zerone and its business. The Merchant shall promptly provide Zerone with the non-identifiable user number associated with a suspected fraudster or suspicious Transaction and/or, subject to any legal requirements, any other relevant information that the Merchant is aware of. If required, the Merchant shall also provide to Zerone all information that Zerone shall need for resolving a complaint or helping with investigation.
Where applicable, the Merchant shall use all special security processes reasonably introduced by Zerone to prevent abuse in any Transactions. The Merchant shall take such further anti-abuse measures that Zerone, at its reasonable discretion, deems necessary. For the avoidance of doubt, the Merchant shall bear the costs for implementing and using such processes.
The Merchant shall not accept payment by Platform if, due to the circumstances in which the Platform is being used, the Merchant has reasons to assume that the use of Platform was fraudulent. In the event that Merchant’s internal systems and procedures detect a user of Platform or a Transaction with high risk of fraud, the Merchant shall promptly either:
In either of the above cases the Merchant shall provide Zeronewith immediate written notice that the proposed Transaction has been declined and/or the reversal of the Transaction
If the Merchant admits payment in such cases, then the Merchant shall in each case bear the risk arising from Refunds for disputed payments.
Merchant shall ensure that the Platform is used only by persons aged 18 (eighteen) years or older, in a lawful manner.
Merchant shall compensate Zerone, upon its written request (which request shall be final and binding on the Merchant), for all actual losses, expenses and liabilities, which Zeronemay sustain: i) if Merchant undertakes any Prohibited Activity, or ii) if Merchant omits to perform any of its obligations mentioned under this Agreement, and iii) such Prohibited Activity or omission results in legal actions against Zerone by a law enforcement body or a regulator under the Applicable Law.
If Zerone is intimated, by the Payment Aggregator or Governmental Authority, that a Customer has reported an unauthorized debit of the Customer’s Account (“Fraudulent Transaction”), Zerone shall be entitled to suspend or block/restrict or Disconnect the Services to the Merchant and/or inform the Payment Aggregator to freeze the entire or part of the Transaction Amount of the Merchant during the pendency of inquiries, investigations and resolution thereof.
Subject to Clause 9.3, 9.4 and 9.5 herein, if the Fraudulent Transaction results in a Chargeback, and the Payment Aggregator or Governmental Authority communicates to Zeronethe receipt of a Chargeback from a Customer, then the Merchant will forthwith be notified of the Chargeback, and the Merchant shall furnish to Zerone documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback within 5 (five) days (or such other period specified by the Payment Aggregator or Governmental Authority) of receiving notification of the Chargeback.
The Merchant agrees and acknowledges that (i) if the Merchant is unable to furnish Chargeback Documents and/or; (ii) the Payment Aggregator or Governmental Authority is not satisfied with the Chargeback Document furnished by the Merchant, thenZerone or Governmental Authority shall be entitled to debit an amount equivalent to the Chargeback amount and/or order the Payment Aggregator to debit an amount equivalent to Chargeback amount from the next settlement to Merchant.
Pursuant to Clause 9.2 and 9.3 herein, if the Payment Aggregator or Governmental Authority charges the Chargeback Amount to Zerone, then the Merchant agrees and acknowledges that Zerone is entitled to issue a debit note seeking reimbursement of the Chargeback Amount or directly deduct such amount from the Pre-recharge Service Fees Account and the Deposit Account of the Merchant. The Merchant shall reimburse the Chargeback Amount within 30 (thirty) days of receipt of the debit note.
If the amount in respect of the Fraudulent Transaction has already been settled to the Merchant pursuant to the terms of this Agreement, then the Payment Aggregator shall have the right to claim such amount from the Merchant and to withhold any further settlement till the resolution of dispute.
Zerone shall have the right and authority to create a debit freeze or put a lien of a specific amount in the event that there are any concerns that have been identified with the Merchant.
Depending on the use of Services, the Merchant shall be charged by Zerone with the Service Fee.
The Merchant authorizes Zerone to deduct the Service Fees from the Pre-recharge Service Fees Account. The Merchant shall recharge sufficient Service Fees in the Pre-recharge Service Fees Account in advance for using the Services. In case that there is no enough balance in the Pre-recharge Service Fees Account, Zerone will notify the Merchant in advance by Platform letter or email, and the Merchant can only use the Services when the balance is sufficient.
The deduction of the Service Fees shall be subject to the order transaction status displayed on the Platform.
Zerone reserves the right to amend the Service Fees at any time in its own discretion upon reasonable advance written notice to the Merchant. All fee changes shall apply immediately after the notice, unless a specific effective date has been agreed. The Merchant shall immediately cease its use of the Service if do not agree with any fee changes. In the event of any disputes over the Service Fees, Zerone’s determination will be final and binding.
Merchant agrees that it will reimburse Zerone for the amount of any Refunds and/or Chargebacks charged to Zerone by the Payment Aggregator or Governmental Authority, and that Zeroneis entitled to inform the Payment Aggregator to deduct such Refunds and Chargebacks from the payments to be made to the Merchant and/or directly deduct such Refunds and Chargebacks from the Pre-recharge Service Fees Account and the Deposit Account.
Settlement of funds into the Merchant Account shall at all times be subject to the terms of this Agreement and the agreement entered between the Payment Aggregator and Zerone, Applicable Laws, including requirements stipulated by Reserve Bank of India (“RBI”).
Settlement of funds into Merchant Account shall at all time be subject to Customer charge minus any Refunds, Chargebacks (the “Available Amount”). The specific Available Amount shall always be based on the actual settlement amount of the Payment Aggregator. The settlement status displayed on the Platform is for reference only.
Zerone shall notify the Payment Aggregator to pay to the Merchant all or part of the Available Amount automatically on a T+2 basis, in accordance with Clause 11.4. The definition of “T” shall be working days and shall follow (a) any and all guidelines that are released by RBI or any other competent authority, and (b) guidelines issued by Zerone and/or the Bank and communicated to the Merchant in writing.
Subject to Clause 11.3, all payments shall be made to the Merchant’s Bank account by bank wire transfer.
Settlement of funds into the Customer Account shall be made in accordance with the Refund Instructions received from the Merchant. Zerone shall be entitled to rely on such instructions and shall be under no obligation to verify the authenticity or accuracy of the Refund Instructions received from the Merchant.
The monies received in the Payment Aggregator Account from Customers shall be used to settle payments to Merchant or to Customers in accordance with this Agreement.
The Service from Zerone shall be solely based upon the representations and warranties and information provided by the Merchant to Zerone from time to time.
In the event that Merchant has chosen to avail of the “Pay-out Service”, Zerone shall notify the Payment Aggregator to transfer funds on the instructions of the Merchant made on Platform to third parties beneficiaries. Zerone and/or the Payment Aggregator shall not be responsible in case funds are settled incorrectly provided Zerone and the Bank has followed the instructions of the Merchant correctly. The specific settlement process of the “Pay-out Service” has been stipulated in Annexure A Schedule I (List of Services) of this Agreement.
If Merchant agrees to avail the “Pay-out Service”, then it shall through electronic fund transfer or via any other payment method using the Platform, deposit the payments to the Payment Aggregator Account.
Merchant Deposits:
In order to protect Zerone and the Bank from risk due to fraud, Chargebacks and other losses, at the discretion ofZerone, Zerone shall reserve the right to charge a certain amount of Deposit ("Deposit Amount”). The specific Deposit Amount depends on the risk level evaluation result of the Merchant and shall be notified by Zerone to the Merchant in writing. In order to use the Services under this Agreement, the Merchant shall deposit the corresponding Deposit Amount to the Deposit Account within 7 (seven) days of receiving the notice, unless a specific date has been agreed.
The Deposit Amount is non-interest bearing and shall be maintained for the Term of this Agreement and for up to 2 (two) years following the end of the Term or Disconnection of the Merchant hereof in so far as Zerone deems necessary to protect itself from actual or potential liabilities hereunder.
if Zerone retains the Deposit upon termination of this Agreement or Disconnection of the Merchant, then Zerone shall release a portion of the Deposit Amount (less any amounts of the Deposit Amount applied to cover Chargebacks, Refunds and other losses) to the Merchant at the end of each month within 2 (two) years ("Monthly Deposit Repayment”), starting from the end of the month following the Disconnection Date or Termination Date. The specific Monthly Deposit Repayment amount shall be determined byZerone in its own discretion based on the risk level evaluation result of the Merchant.
In the event that Zerone decides to retain the Deposit from the Merchant, Zerone will notify the Merchant in writing.
The Deposit Amount of the Merchant may be updated at any time upon notification in writing by Zerone to the Merchant. The Merchant shall recharge the updated Deposit Amount within 7 (seven) days of receiving the notice, otherwise Zerone shall be entitled to suspend or block/restrict or Disconnect the Services to the Merchant.
Zerone shall be entitled to apply the Deposit Amount to cover any Refunds, Chargebacks and other losses connected to the Merchant.
The Merchant shall complete an Authorization Request prior to accepting any payment through Platform. The Authorization Request shall be made by transmitting the Authorization Data (as specified below) of the relevant proposed Transaction toZerone, which shall meet the requirements specified by theZerone as regards content, format and communication channel.
The Authorization Data shall include:
such additional information as may from time to time be required by Zerone.
Zerone shall verify the Merchant’s Authorization Request for the proposed Transaction to be processed and if satisfactory,Zerone shall communicate an authorization code to the Merchant.
Merchant shall not accept payment through Platform for a proposed Transaction unless it has received an authorization code from Zerone.
A Transaction will only be considered to be an Authorized Transaction where all of the following requirements are met:
the Merchant has complied with the requirements set out in this Clause;
the payment instruction by the Customer has been given using the communication channel specified by Zerone;
the sales are denominated in INR or Indian Rupees or any other agreed currency;
the account held by the Customer has not been declared as invalid on a blacklist or any other communication to the Merchant;
the Customer has successfully passed the Merchant’s credit checks (where applicable);
where an obligatory special security process has been introduced, payment by the Platform shall only be admitted if the Merchant has instituted this process;
the Merchant has provided the Customer with a complete, correct and legible description of its offered products and/or services or has made it easily accessible to him or her;
the Merchant has submitted or made easily accessible its general terms and conditions of business to the Customer in such a way that the Customer can become aware of any material conditions, including the right to revocation or redemption, any export or age restrictions, other restrictions in relation to the use or purchase and any other material circumstances which are reasonably necessary to make a reasonable decision on the proposed purchase; and
the Merchant has issued an order confirmation and/or invoice for the Transaction in writing or by e-mail to the Customer, indicating that the Customer will be debited (in the case of a purchase of goods or services); any other sensitive information, shall not appear in this confirmation for security reasons.
In the event that Merchant avails of the “Pay-in Service” to accept payment using Zerone’s Platform, transactions shall be initiated pursuant to the Customer’s request and Merchant agreement to such request, communicated via Merchant’s Website. The Merchant shall notify the Customer that they will be redirected on Zerone’s Platform and that the Customer shall supply thereafter the Customer data and/or any necessary personal information directly on Platform, and that Zeroneshall communicate or disclose such information to Merchant to facilitate the Services.
Under the premise of Clause 13.1, the Merchant shall submit the following information to Zerone with respect to each Transaction as soon as such Transaction is affected:
In the event that the Merchant avails of the “Pay-out Service” to make Payments by Zerone’s Platform, the Merchant entrustZerone and the Payment Aggregator to transfer funds of the Merchant to the bank account designated by the Merchant in the manner agreed by both parties under this Agreement. For “Pay-out Service”, Merchant hereby authorizes Zerone to grant instructions to further direct Payment Aggregator to operate the Payment Aggregator Account for the purpose of making debits to the said Payment Aggregator Account.
Under the premise of 13.3, the Merchant shall submit the following information to Zerone and the Bank to initiate any payment, if applicable:
Merchant’s transaction data will be available to Merchant for a maximum of 60 (sixty) days from the date of transaction.
Merchant shall allow Zerone to share Merchant’s transaction data with its third- party service providers only to the extent of providing Services under this Agreement. Merchant hereby agrees to obtain and sustain all necessary consents as per the Applicable Laws from its Customers, for Zerone to undertake the actions contemplated under this Agreement.
Unless otherwise agreed, only electronic transmission shall be used for the authorization and submission of Transactions.
In order for Zerone to facilitate the Services, the Parties shall develop and implement a connection either through a direct connection or secure connection resulting in a reliable and secure network communication facility to support the Platform interface. The Merchant shall cooperate and assistZerone timely to implement this connection. Each Party shall assume responsibility for the costs of any required telecommunication equipment on its respective end of the communication facility.
Merchant shall bear the costs (including the telecommunication costs) and the risk of malfunctions of the electronic transmission. Merchant shall be responsible for continuously ensuring that its apparatus, networks, data carriers or other equipment used for data transmission are in good working order.
The Merchant shall ensure that it is not possible to abuse the Customer Data, the Customer Data or the electronic transmission, e.g., by manipulation of the data input, within its personnel area or on its premises, including the persons commissioned by it (e.g. internet provider). When entering data, the manufacturer’s operating instructions shall be strictly observed. Should the Merchant become aware of any abuse of the electronic transmission, it shall inform Zeroneimmediately.
Each Party shall inform the other via official email in English of the list of approved IP addresses for the Transactions. Any change to the list of accepted valid IP addresses shall be notified at least 7 (seven) days in advance.
Zerone shall notify Merchant of any changes in its secret key. Any change to the secret key shall be notified at least 7 (seven) days in advance. Transactions signed by an out-of-date key shall be deemed invalid.
In the event that either Zerone or Merchant detects a security breach to one of its servers (the “Notifying Party”), it shall immediately notify the other Party (the “Notified Party”). The notification shall include the list of affected IP address(es) and/or keys. The Notifying Party shall be responsible for all Transactions executed until 6 (six) hours after the security breach has been notified to the Notified Party. After that period, it is up to the Notified Party to reject all Transactions originated from the affected IP address(es) and/or signed with the affected keys.
Both Parties shall comply with all applicable requirements of the data protection legislation. This clause is in addition to, and does not relieve, remove or replace, a party's obligations under the DP Addendum (annexed herewith) and the Applicable Laws in relation to data protection.
The Merchant shall use, collect, store, process and transfer any information of a Customer or any information relation to any transaction only in a manner permitted under and in compliance with Applicable Laws.
The Merchant acknowledges and agrees that Zerone may record, collect, keep and maintain personal data from Customers and Customers for the purposes of: (i) providing the Services; (ii) for compliance with its obligations under the Applicable Laws; or (iii) for training and quality purposes, or for any other purposes as set out in its Privacy Policy. The Merchant shall obtain necessary consent from Customers for collection, storage, sharing and usage of such data by Zerone or its affiliates/group companies or subcontractors/agents or service providers, in accordance with the provisions of the Applicable Laws.
The Merchant warrants that for the duration and purposes of this Agreement it: [to be continued]
The Merchant shall indemnify Zerone against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by Zerone arising out of or in connection with the Merchant’s breach of its warranties and obligations set out in this Clause and/or the Applicable Laws.
Term:
Termination:
Nothing in this Agreement shall exclude or restrict either Party’s liability for death, personal injury, fraudulent misrepresentation or fraud or any other liability that cannot be excluded or limited by law.
Subject to Clause 17.1 above, in no event shall Zerone be liable for any loss of revenue, loss of actual or anticipated profits, loss of the use of money, loss of business, loss or corruption of data, loss of operating time or loss of use, loss of opportunity, loss of goodwill, or any other indirect or consequential loss or damage howsoever caused. Zerone shall not be liable for any loss sustained by Merchant and Merchant shall be responsible for any fines or penalties to the extent arising from such Transaction that is levied by a bank or applicable regulatory authority, provided that such fines or penalties are not attributable to a breach of this Agreement by Zerone, that Zerone notifies the Merchant of such fines or penalties as soon as it becomes aware that they may be imposed and that Zerone has taken reasonable measures within its control that are necessary to mitigate the extent of any such exposure.
For the purposes of this Clause 17, Zerone includes its employees, sub-contractors and licensors. The Parties acknowledge that Zerone’s members, employees, sub-contractors and licensors shall have the benefit of the limits and exclusions of liability set out in this Clause.
Zerone shall not be liable for any failure to meet its obligations under this Agreement to the extent that such failure arises from a failure of the Merchant or Payment Aggregator to meet any of its obligations arising under their respective agreements entered with Zerone or otherwise.
Merchant understands and agrees that the Services are provided by Zerone from the Payment Aggregator. Further to facilitate Services or to provide the Platform, Zerone may be using the services of certain regulated or non- regulated third party service providers. Merchant undertakes and agrees to comply with all Applicable Law, rules, guidelines, instructions, requests and actions, etc., made by the Payment Aggregator and/or such third party service providers engaged by Zeronefrom time to time. Payment Aggregator and third party service providers of Zerone may also put limitations and restrictions on Merchant, at their sole discretion. In addition, the. Payment Aggregator and third party service providers of Zeronehave the right to reverse/reject the settlement, suspend and/or terminate services, make inspections or inquiries in relation to the Transaction, etc. Merchant understands, acknowledge and agrees that Payment Aggregator and third party service providers of Zerone rules including but not limited to the terms and conditions as annexed herewith form a part of this Agreement. In the event that Merchant non-compliance of Payment Aggregator and third party service providers of Zeronerules, results in any fines, penalties or other amounts being levied on or demanded of Zerone by the Payment Aggregator and third party service providers of Zerone, then without prejudice to Zerone’s other rights hereunder, Merchant shall forthwith indemnify Zerone 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 Payment Aggregator and third party service providers of Zerone, Zerone may suspend settlement or suspend/terminate the Services forthwith.
Merchant undertakes and agrees that it shall maintain records of such periodical checks in such manner as may be specified by Zerone and/or the Payment Aggregator. Zerone and/or the Payment Aggregator shall be entitled to check and audit Merchant’s records and statements to ensure compliance with your obligations under this Agreement at such intervals or times as Zerone and/or the Payment Aggregator may deem fit.Zerone and/or Payment Aggregator may also inspect Merchant’s business location. If Merchant refuses such inspection, or if Merchant provides inaccurate, untrue, or incomplete information, or fail to comply with the registration requirements present in the Agreement. Zerone reserves the right to suspend or terminate Service.
In addition to the indemnity obligations agreed above in this Agreement, Merchant further agrees that it shall defend and hold harmless Zerone, its officers and directors against any and all losses, liabilities, damages and expenses (including reasonable attorney fees and costs) (“Losses”) arising from claims, demands, actions or other proceedings as a result of:
Both Parties represent, warrant and undertake to the other that:
it has the full right, power, legal capacity and authority to perform its obligations under this Agreement;
by entering into this Agreement, it will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party;
there is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;
it has and shall continue to comply with relevant data protection legislation in relation to all Customer Data and Customer Data which is personal data (including any sensitive personal data); and
it will undertake its obligations pursuant to this Agreement with all reasonable skill, care and diligence and in accordance with the provisions of this Agreement;
the person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly.
The Merchant represents, warrants and covenants that the Merchant is not an entity that has (a) no or nominal operations, or (b) assets consisting solely of cash and cash equivalents; or meets the description of a shell company that has been merely created as a separate legal entity and does not conduct any business or activity;
The Merchant represents, warrants and covenants that the Merchant is permitted to undertake the business of online selling goods and services in terms of the object clause of the memorandum of association (MOA)/ incorporation documents of the Merchant entity for which it is utilizing the Service;
The Merchant represents, warrants and covenants that the Merchant shall notify Zerone with an updated MOA or a similar document, in an event of any change in the business operations carried out by the Merchant for which it is utilizing the Service. Such change of business operation shall be notified 7 (seven) days before the implementation of the change but not later than 24 (twenty-four) hours post completion of all documentation in that regard. In the event the Merchant fails to notify Zerone of the change within the aforesaid timelines and due to the same Zerone faces any issue of any nature;Zerone shall have the right to terminate this Agreement and shall be entitled to levy penalty on the Merchant. Such penalty shall be three times of the Service Fee payable andZerone shall be entitled to deduct such penalty directly from the Pre-recharge Service Fees Account and the Deposit Account of the Merchant.
The Merchant represents, warrants and covenants that in an event of any change in Merchant’s registered office address, the Merchant shall notify Zerone at least 7 (seven) days before executing the change, failing which Zerone shall have the right to terminate this Agreement and shall be entitled to levy penalty on the Merchant. Such penalty shall be three times of the Service Fee payable.
The Merchant represents, warrants and covenants that Zerone is permitted to periodically check the Merchant’s GST information, including but not limited to the GSTIN, legal name of business, constitution of business, HSN, and principle place of business, and Zerone has the right to suspend or block/restrict or Disconnect the Service to the Merchant (and its Customers) if the Merchant fails to meet Zerone’s KYC requirements and/or any other Applicable Law, regulations, rules, etc., without any obligations.
The Merchant represents, warrants and covenants that it at all times during the Term hold all necessary permissions licenses and clearances in connection with the provision of its services in any applicable jurisdiction.
The Merchant shall be responsible and shall reimburse Zeronefor any non-compliance fines, fees or penalties levied by any Card association (or any other relevant body or authority) or otherwise related to the Transactions, and Zerone is entitled to deduct such fines, fees or penalties from the Pre-recharge Service Fees Account and the Deposit Account provided that the Merchant shall not be responsible for such penalties to the extent that: (i) Zerone required that the Merchant take the actions specifically and directly resulting in the non-compliant activity giving rise to the penalties, or (ii) the Merchant has taken all steps necessary to ensure that the Transaction complies with the Card association (or any other relevant body or authority) by-laws and rules and the non-compliance giving rise to the penalties directly results from the Bank’s processing error. In case that the balance in the Pre-recharge Service Fees Account and the Deposit Account is insufficient, then the Merchant agrees and acknowledges that Zerone is entitled to suspend or block/restrict or Disconnect the Services to the Merchant and issue a debit note seeking reimbursement of such amount. The Merchant shall reimburse such amount within 30 (thirty) days of receipt of the debit note.
The Merchant undertakes and agrees that the Merchant shall render full cooperation to Zerone if any investigation is undertaken by any governmental authority or law enforcement agency against Zerone in respect of any Transaction or Transaction amount processed using Service for the Merchant in terms of this Agreement.
In the event of any breach of Applicable Laws or obligations of this Agreement by the Merchant, if Zerone faces any actions, claims or liabilities from the government/regulatory authorities, enforcement agencies, or third parties, Zeroneshall at its sole discretion have the right to terminate this Agreement and/or claim damages from the Merchant equivalent to three times of the Service Fee payable in addition to the indemnities.
This Agreement including all Annexures, Appendix, Schedules or any other documents attached or referred herewith sets out the entire agreement and understanding between the Parties in relation to the subject matter of this Agreement and no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking which is not set out, or referred to, in this Agreement.
Zerone may, from time to time, transfer, novate or assign any of its rights and/or obligations under this Agreement, including partial assignment, to any of its affiliate companies upon prior written notice to the Merchant. If any assignment, disposal, novation or transfer is required pursuant to this Clause, the Merchant shall enter into such an agreement and/or a deed as Zerone shall reasonably require so as to give effect to such an assignment, disposal or novation.
The Merchant may not, and may not purport to, assign, transfer, novate, charge or part with all or any of its rights and/or obligations under this Agreement or sub-contract the performance of any of its obligations under this Agreement without the prior written consent of Zerone.
All Confidential Information communicated by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), whether before or after the date hereof shall be deemed to have been, received in strict confidence and shall be used only for this Agreement. Without obtaining the prior written consent of the Disclosing Party, the Receiving Party shall not disclose any such Confidential Information received from the Disclosing Party. Confidential Information will not include any information that (a) is already in the possession of the Receiving Party without being subject to another confidentiality agreement; (b) is or becomes generally available to the public other than as a result, directly or indirectly, of a disclosure of information by the Receiving Party or by other persons to whom such Party disclosed information; (c) is or becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or its representatives, provided that such source is not bound by a confidentiality agreement with the Disclosing Party; (d) is independently developed by the Receiving Party without the use of the other Party’s information; (e) is required to be disclosed pursuant to a Court order or arbitration proceeding conducted in accordance with this Agreement; or (f) is required to be disclosed pursuant to a requirement of any governmental authority or any statute, rule or regulation, provided that such Party gives the Disclosing Party notice of such requirement prior to any such disclosure. For the avoidance of doubt, Confidential Information shall include the existence and content of this Agreement.
If any Party is totally or partially prevented or delayed in the performance of any of its obligations under or pursuant to this Agreement by Force Majeure and gives written notice thereof to the other Party specifying the matters constituting Force Majeure and the period for which it is estimated that such prevention or delay will continue, together with such evidence as it reasonably can give, the Party so prevented or delayed shall be excused the performance as from the date of such notice for so long as such cause or delay shall continue.
If any Party gives to the other Party such notice, both Parties shall attempt so far as reasonably within their power to mitigate the effect of such notice and, in particular, but without limitation, shall endeavor to agree a reasonable and cost-effective solution to the consequences of the matters constituting Force Majeure.
This Agreement and any other agreements, notices or other communications regarding the Services (the “Communications”), may be provided to or by the Parties by delivering them by hand, express courier, or electronic mail to the contact details indicated below:
Clause 27.1 does not affect any provision in any relevant legislation or this Agreement requiring Communications to be delivered in a particular way.
A Notice is deemed to have been received:
Notwithstanding anything to the contrary contained in this Agreement or permitted by the law, no Communications referred to in this Clause shall be deemed effective if mailed by regular post.
A notice given as described above on a day which is not a business day (or after normal business hours in the place of receipt) shall be deemed to have been received on the next business day. Any reference to ‘business day’ under this Agreement shall mean any day other than: (i) a Saturday or Sunday; (ii) a holiday and/or; (iii) a day on which banking institutions are authorized by Applicable Law in India by a regulatory order to be closed.
Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.
The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. The failure to exercise any right or remedy hereunder shall in no way be construed as a waiver or release of the right or remedy.
No amendment shall be made to the Agreement unless in writing and approved by both Parties.
Any Intellectual Property Rights which are owned or controlled by either Party prior to the date hereof or which is acquired by a Party independently of this Agreement shall at all times continue to be owned and/or controlled by the said Party.
During the Term, Zerone hereby grants a limited, non-exclusive, revocable, non-transferable license to the Merchant to display Zerone’s trademarks or logos in the Merchant’s internet site strictly for the purposes of this Agreement and during the Term.
Except as specified in Clause 30.2 above, nothing contained in this Agreement shall be construed to grant any rights and title to the Merchant in the Intellectual Property.
Upon termination of this Agreement all rights relating to the Intellectual Property developed by Zerone or any of its affiliates including Payment Aggregator prior to, during and subsequent to the Term of this Agreement along with modifications thereto shall continue to vest with Zerone or such affiliate and the Merchant shall not have any right whatsoever over such Intellectual Property.
If any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any event the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and shall be valid and enforceable to the fullest extent permitted by law.
Any dispute between the Parties arising out of or under this Agreement shall be referred by either Party to mediation by a sole mediator appointed by the Centre for Mediation and Conciliation, Mumbai on reference by any Party.
Upon failure of the Parties to resolve the dispute through mediation mentioned under this Clause within 60 (sixty) business days, the dispute shall be referred to binding arbitration before a sole arbitrator appointed by the Mumbai Centre for International Arbitration (“MCIA”), on reference by any Party. To obtain urgent interim relief, Parties shall have the right to make an application before MCIA, for an emergency appointment of the arbitrator. The arbitration proceedings shall be conducted in accordance with the Institutional Rules of MCIA read with Arbitration and Conciliation Act, 1996, with seat of arbitration at New Delhi and venue being online mode or in New Delhi as agreed between the Parties.
Notwithstanding anything contrary to the provisions of this Clause, either Party hereto shall have the right to obtain preliminary injunctive relief from a court or arbitral tribunal including emergency arbitral awards.
This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the Applicable Laws of India.
The Parties irrevocably agree that the courts of Haryana, India have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Except as otherwise stated herein all obligation in relation to payments, confidentiality, intellectual property rights, termination, and dispute resolution, shall survive the termination of this Agreement.
Each of the Parties are independent contractors. Nothing in this Agreement shall render a Party a partner, joint venture or an agent of the other.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which shall together constitute one and the same agreement. Counterparts shall become effective when counterparts have been signed by each of the Parties and delivered to the other party; it being understood that all Parties need not sign the same counterpart. The words “executed,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by Applicable Law.
| Maximum amount per Transaction per Customer | Not applicable |
| Total monthly value of Transactions per Merchant | Determined based on the risk assessment results of the merchant |
Note: The Monthly Transaction Limit may be varied by Zerone at any time in its own discretion upon reasonable advance written notice (including but not limited to Platform letter and email) to the Merchant of such change. All changes shall apply immediately after the notice, unless a specific effective date has been agreed. The Merchant shall immediately cease its use of the Services if do not agree with such change.
We (the Merchant) with our registered address as specified in the KYC Application are very well aware of the importance of keeping data confined in a secured wall. With the advancing technology, the means to access data, the instances of data leak and data theft has significantly gone up.
To tackle this situation, our company has taken strong measures to provide a safety cushion to the invaluable data that is collected from our consumers on a daily basis and this undertaking serves as a strong statement of our intent to protect sensitive and confidential data.
In furtherance to the aforesaid, we undertake the following:
We strongly condemn any overt act or willful breach of data privacy and hereby assure during all times that data privacy lies at the heart of our core belief as an organization. We will also work on securing data as per and in compliance with any Applicable Law that come into action.
We (the Merchant) are well versed with the growing menace of using finance as a means to commit illicit acts and with the dwindling global economy, the instance of financial terrorism is on a steady rise which is why it has been our top priority to tackle acts of money laundering and terrorist financing within the Company.
It is imperative to mention that, our company is fully aware and compliant with the measures undertaken by the legislation in the Prevention of Money Laundering Act, 2002 as well as financial regulatory i.e., Securities and Exchange Board of India (SEBI) and all other Applicable Law, as published from time to time.
We regularly review the efficacy of our current policies, procedures, and staff training programmes in light of the company’s evolving business environment and makes any necessary adjustments.
Below is a summary of what our policies and procedures include:
We do not conduct business with, facilitate transactions for, or offer financial services to entities designated as terrorist or criminal organizations by local authorities, international organizations, or sovereign authorities in countries where it maintains correspondent accounts. In addition, we do not deal with, facilitate transactions for, or provide financial services to a person if it suspects that this person is acting on behalf of, or is owned or controlled by, such designated entities. Similarly, we refrain from facilitating transactions or providing financial services if it suspects that such transactions or financial services are connected to such designated entities or any criminal and/or terrorist activity.
Some of the measures undertaken by us to tackle the aforesaid is as follows:
The country being at the forefront of a changing economic landscape has brought about strong measures to curb acts of money laundering and to combat financial terrorism and we undertake to fully render our able support as and when it is called for.
We (the Merchant) with our registered address as specified in the KYC Application are committed to render the best services to our consumers and all the key stakeholders we are associated with at all times.
We are in the business as specified in the KYC Application. We are using the online payment aggregating services provided by Zerone for the purpose of the aforementioned business which is a lawful and legitimate business. We have also consulted lawyers and attorneys and have obtained a duly created and constituted legal opinion on our business model to ascertain the legitimacy of our business.
In furtherance to the aforesaid, we undertake the following:
We stand by the belief of consistency and transparency and shall at all times inform Zerone of any eventuality which may likely cause or may deem to cause any change in business operations within the confines of the laws of India.
Zerone Microsystems Pvt. Ltd. is a leading FinTech company that provides a seamless merchant payment platform experience. The Zeronepay payment gateway in India stands as a secure and dependable solution, fully compliant with major regulations.
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GST: 07AAACZ5011B2ZV | CIN: U72900DL2009PTC194966