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Mintoak Terms and Conditions

These Terms and Conditions (“Terms and Conditions” or “Terms”) are a legal agreement between you (“You or Merchant Establishment or Merchant) and Mintoak Innovations Private Limited (“Mintoak” or “we” or “our” or “us”) and govern your use of the “Services” of Mintoak (defined and explained below).

Mintoak is engaged in the business of providing digital payment platform comprising of software applications, solutions and payment device (also called “Device” or “EDC device” or “Point of Sale terminal”) with embedded applications (together called as “Mintoak Services” or “Services”) to facilitate the Merchant from accepting payments from its customers through any of the Digital Payment Instruments (as defined hereinafter) using the digital payment platform, towards purchase of goods and/or services.

Merchant can also avail the full range of Services of Mintoak by downloading the applications, software and solutions on the Merchant’s mobile to facilitate payment acceptance by all modes described above, except the transactions warranting the physical presentment of the Card and its swiping/dipping/tapping on the device.

Mintoak and Merchant are hereinafter collectively referred to as “Parties” and individually as “Party”.

Now the terms & conditions are detailed and explained below;

1. Acceptance of terms

1.1 If you are using the Services on behalf of a business or profession, that business or profession accepts these Terms and Conditions. Your use of Device and services offered by Mintoak is subject to the acceptance of these terms and conditions and is also subject to the terms of a legal agreement between you and Mintoak.

1.2 In order to use the Services, you must first agree to the Terms and Conditions while signing up for Mintoak’s services online or offline. You may not use the Services if you do not accept these Terms and Conditions.

1.3 By clicking “I Accept” or “I Agree” on the signup page, where this option is made available in Mintoak’s online Merchant Boarding Application, or by accessing and using our Device and/or Services in any way, you understood and agree to be bound by these Terms and Conditions including Terms that limit our liability (See Clause 34) and DEFINITIONS.

1.4 Actually, using the Services, in this case, you understand and agree that Mintoak will treat your use of the Services as acceptance of the Terms and conditions from that point onwards.

1.5 You should read all our Terms and Conditions carefully which are also available on our website https://www.mintoak.com

1.6 The Merchant, to avail the services provided by Mintoak has to electronically execute the Merchant Agreement through Aadhaar eSign process during the merchant on boarding process. The Merchant confirms reading carefully, the entire agreement and its clauses.

2. Definitions and interpretations

In these Terms & Conditions, the following terms shall have the following meanings:

“Aadhaar Number” means 12-digit unique identification number issued to a resident Indian by the Unique Identification Authority of India (UIDAI).

“Aadhaar based eSign” means a technology initiated by the Government of India. It allows citizens to sign any document remotely. Anyone with a valid Aadhaar number and a registered mobile number can use this service to sign documents from anywhere any time. Using this service, one can sign a document with any number of parties inviting them to place their eSign on the document to make the document legally valid and enforceable.

“Acquiring Bank or Sponsoring Bank” means any bank or banking entity or payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 and associated with Mintoak for providing transaction processing services to the Merchant.

“Agreement” means, the Merchant Agreement and any and all schedules, appendices, indemnities, annexures and exhibits attached to it or incorporated in it by reference or any future modifications made from time to time subject to the acceptance of both Parties hereto.

“Applicable Law” shall mean the law of India and its statute, regulations, notification, circular, order, ordinance, requirement, direction, guideline, announcement or other binding action or requirement of an authority which has the force of law in India.

”Application” means the application, whether in physical or digital form, submitted by the Merchant for availing the Services of Mintoak including the device and for opening the Merchant account and registering the Merchant on Mintoak’s payment platform.

“Authentication” means the process by which the customer’s identification is authenticated in the payment mechanism.

“Authentication User Agency (AUA)” means a requesting entity that uses the Yes/No authentication facility provided by the Authority.

“Authorisation” means the process hereunder by which the Card issuing institution and/or the relevant Payment Network/Card Association electronically or otherwise convey the approval of a payment (subject to the customer of the Merchant has the required credit limit/bank account balance) on a Transaction being undertaken by the customer for purchase of good and/or services from the Merchant.

“Banned Products” shall include such products as listed in the Annexure - A below.

“Bharat QR (BQR)” means an integrated payment solution mutually derived among the Card association payment networks of Visa, NPCI and Mastercard whereby the customer through the mobile/smart phone application or wallet scans the BQR code displayed at the Merchant and makes payment for the purchase of goods and/or services from the Merchant through a valid debit or credit card or pre-paid card linked to BQR.

"BHIM or Bharat Interface for Money” is a mobile application developed by the National Payments Corporation of India (NPCI) to enable cash less digital payments through Uniform Interface for Money (UPI) where payments can be made using a QR code or by Merchant sending an indent to the customer’s mobile for the customer to make payment using this application to the Merchant for the products purchased.

“Business Day / Working Day” means any day of the week (excluding Saturdays, Sundays and any day which a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 on which banks or open for general banking business in Mumbai and “Business Days or Working days” shall be construed accordingly.

“Business/Profession” means the business/profession the Merchant is normally engaged in.

“Card” means any unexpired credit card or debit card or prepaid card which is issued by a Bank or Financial entity offered through the Payment Network/Card Association bearing the trademarks of Visa Inc. (“Visa” & “Visa Electron”), Mastercard International Inc. (“Mastercard” & “Maestro” ), DFS Services (“Discover” & “Diners”), National Payments Corporation of India i.e. NPCI (“Rupay”) or any other card as may be specified by Mintoak from time to time provided that the card is not listed in a current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued and shall be deemed to include any prepaid payment instrument or digital wallet acceptable to Mintoak.

“Card Association/Payment Network” means any of Visa Inc./Mastercard Worldwide/ Discover Financial Services / JCB International / Diners Club International / National Payment Corporation of India (NPCI) or any other card Payment Networks as may be specified by Mintoak from time to time, offering credit, debit, pre-paid or any other payment card program to issuers.

“Card holder or Card member” means an individual to whom a valid card is issued or who is authorised to use that valid card.

“Card Issuing institution” means a bank or a financial institution which has issued card to the customer.

“Cash Withdrawal Customer” shall mean any person being the holder of a valid debit card or such other card as may be prescribed by the Reserve Bank of India and the Sponsoring Bank and advised by Mintoak from time to time and to the extent and in the manner as may be stipulated by the Reserve Bank of India and the Sponsoring Bank and advised by Mintoak, who seeks to withdraw cash at the Merchant Establishment, by availing of the Cash Withdrawal Facility.

“Cash Withdrawal Facility” shall mean the facility whereby a Cash Withdrawal Customer may be allowed by the Merchant to withdraw cash at an EDC / POS terminal/ Device only against a valid debit card issued in India or such other card as may be prescribed by the Reserve Bank of India and the Sponsoring Bank and advised by Mintoak from time to time and to the extent and in the manner as may be stipulated by the Reserve Bank of India and the Sponsoring Bank and advised by Mintoak, through the EDC/POS terminal/ Device, subject to the terms and conditions of this Agreement.

“Cash Withdrawal Transactions” shall mean a transaction sought to be effected by a Merchant on the EDC/POS terminal or Device so as to permit a Cash Withdrawal Customer to avail of the Cash Withdrawal Facility.

“Chargeback” shall mean any dispute regarding a Valid Charge raised by a Cardholder with the issuing bank and or the card scheme and a requirement to repay the amounts received by the Merchant in respect of any transaction on the occurrence of any of the events specified in the Annexure - B hereto.

“Charge slip” mean the receipt, whether physical or electronic, produced by an electronic record of a transaction generated by the Device/ EDC Terminal/POS Terminal / Device at the Merchant Establishment on successful completion of Authorisation and Authentication of a Transaction, containing such details as may be specified by Mintoak from time to time.

“Customer” shall mean an individual or a legal entity who/which is a Card holder, and, from time to time may purchase products offered by the Merchant using Digital Payment Instruments including Card.

“Data Plan” means the service provided by a third party that enables the transfer of data over its network.

“Digital Payment Instruments” means non-cash electronic instruments such as debit, credit and Prepaid Cards of Payment Networks issued by Banks/Financial entities and non-cash and paperless electronic instruments such as digital wallets which also include payment applications such as Unified Payment Interface (UPI) service, SMS/Link pay and Bharat Interface for Money (BHIM) of various Banks/ Financial entities or Bharat QR or any other acceptable Payment Instrument Mechanism.

“Effective Date” shall mean the date these Terms and conditions are accepted or the Services are accessed by the Merchant.

“e-KYC data” means demographic information and photograph of an Aadhaar number holder.

” eKYC User Agency” or “KUA” shall mean a requesting entity which, in addition to being an AUA, uses e-KYC authentication facility provided by the authority.

“Device” means Electronic Data Capture (EDC) terminals or Point of Sales (POS) Terminals or Devices with the application, accessories, whether fixed or portable, including without limitation the PIN entry pads and the related software provided by Mintoak to the Merchant establishment strictly on right to use on monthly/annual fee for the purpose of conducting card payments, Bharat QR or payments through digital wallet transactions, BHIM UPI Pay, Link Pay or any other payment mode by the customer, which are duly approved by the regulatory authorities. For clarity, the expression shall include point of sale (POS) machines, mobile point of sale (MPOS), electronic data capture terminals or any special devices or equipment whether the data is entered or captured or processed/transmitted by a local area network or General Packet Radio Service (GPRS) or Public Switch Telephone Network (PSTN) connectivity, Quick Response Code (QR code), Near Field Communication wallet (NFC Wallet) or other technology and shall include such other form factors as may be offered by Mintoak from time to time.

”Digital Wallet Holder” means a person holding his money in his Digital wallet account with an authorized Digital Wallet Service Provider.

“Goods and Services Tax (GST)” means a Value added Tax (VAT) proposed to be a comprehensive indirect tax levy on goods and services sold for domestic consumption. It replaced all indirect taxes levied on goods and services by the Indian Central and State Governments.

“Intellectual Property Rights” shall deem to mean and include all copy rights, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).

Issuer shall mean a bank or financial institution or legal entity, with which the customer had a customer wallet, a net banking account and/or which has issued the valid card to the Customers and a licensee of Card Association/Payment Network.

“Merchant Discount Rate (MDR)” means the commission payable to Mintoak by Merchant with respect to each Transaction Amount, whether be a percentage thereof or at a flat rate as rate as agreed by the Merchant and/or both and specified in the Application. Provided however that the MDR may be revised from time to time by Mintoak and Mintoak will intimate Merchant of any such change not less than 7 days in advance of its effectiveness by way of email to the email ID last registered by the Merchant with Mintoak.

“Mobile Device or Mobile” means any smart mobile phone or tablet with Android or any other operating system with Blue Tooth connectivity compatible with the device provided to the Merchant by Mintoak.

“Nodal Account” shall mean an inoperative account held by Mintoak with sponsoring/acquiring bank or any other bank for the purpose of pooling the monies collected from the Customers of Merchant o your behalf and facilitating the transfer of these funds n final settlement to you after deducting MDR, fees and taxes, pursuant to RBI notification DPSS.CO.PD.No.1102/02.14.08/2009-10 dated 24/11/2009 or ay other RBI notifications/guidelines amended from time to time.

“PA-DSS” shall mean Payment Application Data Security Standard Council.

“Payment Mechanism” shall mean the mechanism of making payment by customers utilizing the payment platform of Mintoak and Acquiring/sponsoring bank, card associations, card payment systems and through such other modes and mechanisms of payment as may be notified by Mintoak from time to time.

“PCI-DSS” means Payment Card Industry Data Security Standards being an information security standard defined by the Payment Card Industry Security Standard Council.

“PCI-PTS” shall mean the Payment Card Industry PIN Transaction Security as managed from time to time by the Payment Card Industry Security Standards Council.

“PCI SSC” shall mean the Payment Card Industry Security Standards Council, an international council which provides and publishes security standards for securing operations in relation to the payment card industry;

“Point of Sales Terminal or POS” means the Device i.e. EDC Terminal or Device used for Card payments, Bharat QR and BHIM UPI Pay or digital wallet payments at the location where transaction is completed using POS device.

“Products” shall mean goods and/or services offered for sale by the Merchants to the Customers.

“Proof of delivery” shall mean sufficient legitimate records evidencing delivery of the product to the Customer.

“Refund” shall mean a Transaction by which a refund, either wholly or partially, in connection with a prior Transaction is authorised by the Merchant and the amount paid by the Customer to such Merchant is returned to the Customer via the Payment Mechanism and shall mean and include such refund as defined by Mintoak from time to time.

“Retrieval Request” means a request made by the Issuer to obtain details of the transaction.

“Rules” means the rules and regulations and/or requirement releases, interpretations and other requirements that are promulgated, imposed or adopted by Card Associations or Payment Network/ RBI / NPCI / Bank etc. as they may from time to time be amended.

“Services” shall mean the services rendered by Mintoak which enables the Merchant’s customers to make payment for purchase of products (Goods and/Services) through the Payment Mechanism by use of the Device any other form factor or application that is notified and approved by Mintoak from time to time.

“Settlements” means the payments due to the Merchant for all successful transactions net of MDR, GST, other taxes, if any, as applicable calculated at the end of each business day and also net of the charge backs, if any and available for electronic transfer to Merchant’s bank account latest by the second working day after the transaction i.e. by T+2.

” Transaction” means the transaction between a Customer and Merchant for the payment of goods and/or services resulting in the generation of an electronic charge slip for all payments made by the customer through Digital Payment Instruments.

”Transaction Amount” shall mean the amount payable by the Customer for the goods and/or services offered by the Merchant inclusive of all taxes and other costs, if any, and is the amount mentioned in the notification received by the customer in respect of payments made through other than Cards Bharat QR.

“Unified Payment Interface or UPI” means a system that powers multiple bank accounts into a single mobile application (of any participating bank), merging several banking features, seamless fund routing & merchant payments into one hood. It also caters to the “Peer to Peer” collect request which can be scheduled and paid as per requirement and convenience.

“Valid Card” means a VISA/Mastercard/Visa Electron / Discover/ Maestro / Rupay / JCB /Diners card issued as per the rules of any such Payment Network/Card Association as notified by Mintoak from time to time bearing signature of the holder permitted by the Bank/Issuer for Transactions and that has not been reported lost or stolen.

“Visa/Master Card/Maestro/Visa Electron/Discover / Rupay / Diners Dispute Resolution Rules” means rules defined and mandated from time to time as provided by these Payment Networks/Card Associations’ websites for settlement of disputes from time to time.

3. Mintoak’s role

3.1 Mintoak is an Aggregator or payment facilitator that allows the Merchant to accept Cards, Bharat QR, Digital Payment Instruments, BHIM, Link Pay etc. from customers for the payment for purchase of goods and/or services from the Merchant. We are not a bank and do not offer banking services as defined by Banking Regulation Act, 1949 and administered by Reserve Bank of India. Our Payment Services (called, Mintoak Services) allow you to accept payments from Digital Payment Wallets. You are not required to accept any card brand as a condition of receiving the Payment Services.

We may remove or add Cards that we accept at any time without prior notice.

3.2 In order to serve in this role, Mintoak shall enter into agreements with Networks, processors and Acquiring / Sponsoring banks. The Networks require that any person that signs up / registers for a Merchant Account with Mintoak to use Mintoak Services.

3.3 In connection with the Payment Services, you authorise us to act as your agent for the limited purposes of holding, receiving and disbursing funds on your behalf. Your authorisation permits us to transfer funds to settle the proceeds of each card transaction that you authorise and each digital payment you authorise us to receive, less merchant discount (as per MDR), monthly fees. Our receipt of transaction funds satisfies your customer obligations to make payment to you. We will remit to you funds actually received by us on your behalf less amounts owed to us, subject to any Chargeback (as defined in these terms).

3.4 Mintoak will settle proceeds to the Merchant’s verified account designated and authorised by the Merchant to receive the proceeds.

4. Mintoak merchant account registration / opening

4.1 You must register and open an account with us (a “Mintoak Merchant Account” or “Merchant Account” or “Mintoak Account”) to use the Services. During registration we will ask you for information, including your business/profession, bank account, identification contact details, details of individual owner, Proprietor in case of a Proprietary concern, Partners in case of Partnership firm or Limited Liability Companies or Kart and co-parceners in case Hindu Undivided Families (HUF) or Directors in case of Companies and personal information of authorised signatories of the business /profession. You must provide accurate and complete information in response to our questions and keep that information current. You are fully responsible for all activity that occurs under your Mintoak Account, including for any actions taken by persons to whom you have granted access to the Mintoak Account. We reserve the right to suspend or terminate the Mintoak Account of any user who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

5. Merchant establishment representations, warranties and covenants

5.1 Merchant holds valid and subsisting licences, permits and consents required under applicable laws/regulations for the conduct and operation of the business/profession and there is no pending litigation on the business / profession or personnel running the business / profession, regarding the Merchant Establishment or related activities.

5.2 Merchant agrees and acknowledges that the services provided by Mintoak may involve third party provides like Device manufacturers, banks, payment processors etc. Merchant agrees that it shall abide by all requirements and procedures as supplied by Mintoak from time to time and any other applicable rules for those services.

5.3 The Merchant shall when requested by a customer facilitate a transaction via the Device and in accordance with the terms and conditions of this Agreement including the card, BQR, Digital Wallet acceptance procedures notified in writing or by electronic form as may be amended by Mintoak /Sponsoring Bank/Digital wallet service provider from time to time

5.4 The Merchant shall when requested by a customer, facilitate a transaction via the Device and in accordance with these terms, including the card, BQR, Digital Wallet acceptance procedures notified in writing or by electronic form as may be amended by Mintoak /Sponsoring Bank/Digital wallet service provider from time to time.

5.5 The Merchant shall enter into Transactions only in relation to goods or services sold by the Merchant. to the customer. The Merchant undertakes all responsibilities and shall not dispute for any reason to follow all the instructions provided by Mintoak with respect to the verification of the customer or transactions done through the Device whatsoever.

5.6 The Merchant shall enter into Transactions only in relation to goods or services sold by the Merchant. to the customer. The Merchant undertakes all responsibilities and shall not dispute for any reason to follow all the instructions provided by Mintoak with respect to the verification of the customer or transactions done through the Device whatsoever.

5.7 The Merchant shall at all times maintain a proper active bank account and provide details of such account to Mintoak for remittance of settlements. Merchant acknowledges that Mintoak may verify these details and ask for further documentation, if required.

5.8 The Merchant shall at all times abide by the Payment Network rules and guidelines and any other laws and regulation that may be applicable for the card payment industry and rules and regulations issued by time to time by digital wallet industry as published and updated from time to time by the members of respective industry.

5.9 The utilisation of the Device by the Merchant shall be strictly in accordance with these terms and conditions and Merchant shall not act contrary to these Terms.

5.10 The Merchant understands and acknowledges that Mintoak reserves the right to discontinue the Merchant, if the Bank/ Mintoak in its reasonable judgement, believes that the Merchant is engaging in any suspicious or fraudulent activity, or in the event the Bank/ Mintoak receives any complaint against the Merchant from a customer.

5.11 The Merchant shall not describe itself as an agent or representative of the Mintoak / Sponsoring Bank in any way.

5.12 The Merchant shall ensure that it shall not make any representations or warranties to any customer, any third party or undertake any obligations which may require the Mintoak /Sponsoring Bank to undertake to or be liable for, directly or indirectly, any obligation and/or responsibility to a customer, or any third party.

5.13 The Merchant shall comply with and shall at all times, act in accordance with the applicable law and guidelines of RBI.

5.14 The Merchant shall ensure that it has anti-bribery and anti-corruption policies and procedures in place so as to ensure that the Merchant, its employees, agents, sub-contractors and other representatives do not engage in, encourage or solicit any acts of corruption, and/or bribery during the conduct of its business/professional practices, including inter-alia the sale of the products or the performance of its obligations under the terms of this Agreement.

5.15 The Merchant shall adopt the security related requirements for protecting the customer’s card related information, and such other security relate requirements as provided by the Mintoak /Sponsoring Bank from time to time.

5.16 The Merchant shall honour and effect all Transactions which are sought to be made by customers holding cards, the processing and settlement of which is supported by the Mintoak / Sponsoring Bank. The Merchant shall not engage in any practices or procedures that discriminate against or discourage the use of such Cards whether in favour of cash or any other competing card brand. Without prejudice to the generality of the foregoing, the Merchant shall not levy any fees, charges, costs and expenses on any customer for permitting usage of the Card or impose any minimum Transaction Limit for the use of a Card.

5.17 The Merchant shall ensure that it shall not make or promise to make payment (whether in currency, property or other thing of value) to any third person, firm or entity (including without limitation, any Governmental Authority or representative thereof) for the purpose of improperly or fraudulently obtaining or retaining any business, license, concession, franchise or any other benefit, by whatever name called.

6. Prohibition against certain activities

6.1 The Merchant shall not directly or indirectly, either through any form of ownership or in any representative capacity whatsoever either for its own benefit or for the benefit of any other person or its affiliates, without the prior consent of the Mintoak, engage or compete with the Mintoak /Sponsoring Bank, or allow its affiliates to engage or compete with Mintoak /Sponsoring Bank during the terms of this engagement including, without limitation, engage or compete in any of the following acts, which acts will be considered as violation of these Terms and conditions”

7. Data security

7.1 The Merchant shall (and shall ensure that its employees, agents and sub-contractors shall) be required to maintain such administrative, technical and physical safeguards, and such processes procedures and checks to secure the information which is received from any Customer or comes into the possession and knowledge of the Merchant in the course of processing and settlement of a Transaction (“Customer Information”) as may be required under Applicable Law and/or industry standards or regulations issued by any governmental authority, and/or any Card Association or digital/mobile wallet issuers, which safeguards must be at least equal to or better than (a) the safeguards it currently has in place to protect its own data; and (b) generally accepted security standards in the financial service industry.

7.2 The administrative, technical and physical safeguards mentioned above shall be designated to ensure that the Device is protected from any damage or defect, the security and confidentiality of the customer information is protected against any unauthorized access, such data is properly stored and disposed.

7.3 The Merchant shall ensure that the Customer information shall be protected from unauthorized or unlawful processing or alterations, unauthorized or accidental access, erasure, transfer, use, modification, or other misuse and the Merchant shall ensure that only authorized personnel bound by adequate confidentiality obligations shall have access to the customer information and strictly on a ‘need to know’ basis.

7.4 The Merchant shall not transfer the customer information outside India or allow persons outside India to have access to it, take all reasonable steps to ensure the reliability of the personnel who will have access to the Device and any customer information and ensure that the personnel of the Merchant (or any of the Merchant’s sub-contractors) who access the Device and the customer information give a written undertaking not to access, use or disclose or retain the customer information except in performing their duties of employment.

7.5 The Merchant acknowledges and agrees that the Mintoak / Sponsoring Bank shall have the sole ownership of all rights, title and interest in customer information, at all times.

7.6 The Merchant agrees to comply with all suggestions made by the Sponsoring Bank to ensure that the level of protection provided for the customer information is in accordance with this Agreement including making such changes as may be suggested by the Bank, if any at its own cost.

7.7 The Merchant shall ensure that the customer information is maintained in such a way that it is protected and is not mixed or comingled with any other data including any data of its other customers or clients.

7.8 The Merchant acknowledges that any unauthorised access, destruction, alteration, addition or impediment to access or use of the data when stored in any computer, or the publication or communication or any document or any part thereof, by any person to whose knowledge or into whose possession or whose custody such data has come into (other than such persons to whom Mintoak has authorized to publish or disclose the document or any part thereof), may be a criminal offence.

7.9 The Merchant shall not disclose, use, lecture upon or publish any of the Bank’s confidential information, except as such disclosure, use or publication may be required in connection with its work on a need to know basis or unless the Sponsoring Bank expressly authorizes such disclosure. The Merchant shall recognize that all information created/accessed/processed by it, shall remain the property of Mintoak and the Bank and shall be returned to Mintoak /Sponsoring Bank upon termination of these Terms.

7.10 The Merchant shall comply with provisions of the Information Technology Act, 2000 and applicable rules thereunder including without limitation the Information Technology (Reasonable security practices and procedures and sensitive personal data on information) Rules, 2011.

7.11 The Merchant shall comply with all notifications, guidelines, circulars issued by the RBI, Payment Network /Card Associations or the PCI SSC to the extent applicable.

7.12 The Merchant confirms that it has read and understood the “acceptable usage policy” posted on the information portal under the heading “information security group” of the Sponsoring Bank with respect to services being provided onsite and/or offsite location and agrees to protect the systems of Mintoak and/or Sponsoring Bank and comply with the said Policy.

7.13 The Merchant shall be vigilant and to report any breach of this clause, all violations of information security, any breaches in the security practices, control processes and checks of the Merchant and all suspected security events immediately to Mintoak’s Information Security Group at security@Mintoak.com and the concerned representatives and employees of Mintoak which interact with the Merchant on a regular basis in respect of the Services of such violation.

8. Mintoak’s representations and undertakings

8.1 Mintoak represents, warrants and declare that Mintoak hold valid and subsisting licences, permits and consents required under applicable laws/regulations for the conduct and operations of its business and that Mintoak has taken all necessary actions to authorize the execution, delivery and consummation of these Terms.

8.2Mintoak agrees to abide by these terms and conditions and does hereby consent to the same.

8.3 It will provide to Merchant a daily system-generated statement setting out settlement made and such statement will show the charges as per MDR, taxes deducted as applicable to the Merchant which can be accessed by the Merchant online.

8.4 Merchant will be able to access the Transaction data online on the device on real time basis.

9. Procedure to be followed by the merchant establishment for every transaction

9.1 The Merchant, as a primary verification of the Card on presentment by any customer who seeks to make payment for the purchase of any Products, shall ensure that it’s authorized personnel and concerned employee/s shall ensure that the following conditions are fulfilled prior to swiping/dipping/inserting the Card or tapping of the card, at the Device:

9.2 The Merchant or its authorised employees shall after completion of the primary verification as above and in the case of a device swipe/tap/dip/insert the Card and enter transaction details as requested and also allow the Card Holder to enter the personal identification number if so required (providing the Card Holder sufficient privacy to do so), as to obtain Authorisation and generate a digital receipt upon confirmation of the Transaction.

9.3 The signature on the signature strip/panel provided for at the back of the Card, matches the signature of the customer whenever signature is obtained on the device or any chargeslip.

9.4 The Merchant shall provide to the Card holder a digital chargeslip by email or SMS (short message service).

9.5 The Merchant shall not obtain a signature of the customer on the Device within the software application, if the Transaction is completed using a valid PIN by the Card holder.

9.6 Notwithstanding the aforesaid, the Merchant may obtain additional Authorisation for Transactions where the Merchant has reason to believe that the Card may be invalid or being used by someone other than the Card Holder or that other suspicious circumstances exist.

9.7 For Digital Wallet Transactions, Merchant shall follow the procedures, regulations and rules as may be stipulated by Mintoak, digital wallet Service Providers and the regulatory authorities from time to time.

9.8 In the event that in respect of a Transaction, all of the Card Presentment Conditions provided for herein above, are satisfied the Merchant shall ensure that the concerned employee of the Merchant shall:

9.9 All transactions need to be settled not later than 3 (Three) calendar days from the date of such transaction, else an additional charge of 50 basis points over and above the agreed Merchant Discount Rate shall be levied and recoverable by Mintoak from the Merchant. All Transactions settled beyond 3 (Three) calendar days from the date of such Transaction may consequent to a late presentation chargeback for which Mintoak does not have a representment right and the amount will be recovered permanently.

9.10 The Merchant shall swipe/dip/tap credit/debit/prepaid cards submitted by customers and attempt to process the Transaction only on the Device and that the Merchant shall not capture, store or transit (or attempt to capture, store or transmit) any Card information such as the name of the customer, the Card Verification Value (CVV) number and the expiry date of the debit/credit card submitted by a customer, to any person.

9.11 The Merchant understands and acknowledges that the operation of the Device shall involve Mintoak /Sponsoring Bank deducting amounts due towards the service charges and/or Chargeback (if applicable) and to that extent the amounts receivable by a Merchant from a customer in respect of Transaction shall stand reduced.

The Merchant shall ensure that the sale of the goods and/or services by it is in compliance with applicable law.

9.12 The Merchant shall ensure that it maintains confirmation/proof of delivery of the products for a period of at least 1 (one) year from the date of delivery by the Merchant and shall be submitted to Mintoak /Sponsoring Bank as and when requested by Mintoak /Sponsoring Bank. The Merchant shall keep and store all Chargeslips for at least for a period of 1 (one) year from the date of the relevant Transaction.

9.13 The Merchant shall take appropriate measures to protect the Device from any damage or defect and prevent any tampering or unauthorised modification of the Device. No data or information relating to the Card shall be captured or recorded in any manner on the Device, including skimming of Card information, data phishing, hacking and carding.

9.14 The Merchant shall ensure that all data transmitted through the Device and/or the Merchant’s systems to Mintoak / Sponsoring Bank are not corrupt or deficient in any manner whatsoever. The Merchant acknowledges and agrees that Mintoak /Sponsoring Bank shall be free to rely on and proceed on the basis of the information and data relating to Transactions transmitted to it from the Device for processing Transactions.

9.15 The Merchant acknowledges and understands that if the Merchant acts in contravention of applicable law and/or in a manner inconsistent with these Terms and Conditions may, in its sole discretion, terminate this Agreement.

10. Device (also called, “POS Terminal” or “EDC Terminal”)

10.1 Mintoak shall provide the Device which is embedded with Mintoak’s proprietary application and software (called “Mintoak Systems”) to the Merchant on license basis for a monthly or annual fee and one-time installation/set up charges as specified in the application digitally submitted by the Merchant.

10.2 The Merchant agrees and acknowledges that no rights in such Mintoak systems are being sold by Mintoak and the Mintoak Systems shall at all times belong to Mintoak. The Merchant shall at all times during the use of the Device, avail the Support Services provided by or on behalf of Mintoak.

10.3 Mintoak provides three options to the Merchant in respect of payment of one-time installation charges and monthly fees and the Merchant agrees to choose one of the options that suits its requirements. The applicable rate chosen by the Merchant will be displayed in the Merchant onboarding application.

10.4 The Merchant agrees to pay the charges for repair of the Device as may be applicable on case to case basis.

10.5 The Merchant shall, in case of loss or damage or upon termination of Mintoak Services shall be responsible to pay the price of the Device(s) and/or return of the functional Device.

10.6 Mintoak procures the Device from third party manufacturer/s. All third-party Device hardware and other products included are provided solely according to the warranty and other terms specified by the manufacturer. Mintoak provides the hardware support through the manufacturers. Mintoak makes no representations or warranties express or implied with respect to such third-party Device/hardware and expressly disclaims any warranty or condition of merchantability, non-infringement, or fitness for a particular purpose.

10.7 Notwithstanding anything to the contrary, Mintoak may modify the list of Device including upon introduction of any new model of Device and shall fix the monthly or annual fee and one-time installation charges. One time set up fee at its sole discretion which shall be payable by the Merchant for replacing the existing equipment.

10.8 At the time of installation, Mintoak’s representative shall train the Merchant about the procedure for using the Device and accessories, if any.

10.9 To provide Support Services, the Device is embedded with Mintoak systems. The Merchant agrees and acknowledges that no rights in Mintoak systems provided by Mintoak are being sold by Mintoak and all the right, title and interest in such systems shall at all times belong to Mintoak It shall further be deemed that Mintoak has given limited license to use the Device and the Intellectual Property Rights in the systems to the Merchant during the period when Mintoak is providing Services to the Merchant. The Merchant agrees and acknowledges that the Merchant shall have no right on the Mintoak systems including but not limited to the Intellectual Property Rights in or to the Device or the Mintoak systems.

10.10 Mintoak recovers the monthly or annual charges/fee and one-time installation fees for the Device, software, systems and support services provided, which services can’t be provided in the absence of Mintoak systems. Mintoak shall not charge separately for the services.

10.11 The Merchant shall not:

10.12 The loss or damage arising out of negligence, or misuse of the Device and/or default in payment due to any reason whatsoever shall be recoverable from the Merchant.

10.13 The Merchant shall pay Mintoak the one-time installation/set up charges for the Device by way of a cheque or electronic funds transfer (NEFT/IMPS) and the delivery. Mintoak will deliver and set up the Device post realisation/receipt of the one-time installation / set up charges.

11. Device operation

11.1 The Merchant shall ensure the Device is maintained in good condition and the software application is updated as per the communication received from Mintoak from time to time. The Merchant will be liable for any lapses resulting from not updating the software application as per the communication sent by Mintoak from time to time.

11.2 The Merchant shall ensure that the Device is not damaged and is handled with care including but not limited to Device transported from one point to another, so as to ensure that the transactions are not affected.

11.3 The Merchant shall provide the data connection network required to complete the transactions, which will be mobile network, and shall not hold Mintoak responsible for loss of transaction or for failed transactions or for failed transactions due to failure of network connectivity.

11.4 The Merchant shall promptly report to Mintoak any fault or suspected fault in the operation of the Device and at its own cost, despatch the Device to Mintoak for diagnosis and where possible repair.

11.5 The Merchant shall keep confidential the information received from Mintoak in connection with the Device and not disclose to any person other than its staff member(s) connected with the operation of the Device for effecting transactions.

11.6 The Merchant shall be responsible for any loss or damage or failure resulting from a breach of these provisions. For avoiding any doubt on this point, it is accepted that Mintoak shall have no liability for such loss/damage and/or failure.

11.7 The Merchant shall take all requisite precautions to ensure that the Device is housed in safety casings / harnesses, if frequently used in transit.

11.8 The Merchant shall ensure that white plastic/cards without logos of issuing Bank / Mastercard/ Visa/ JCB/Rupay/Discover/Diner / other Payment Networks are not accepted.

11.9 The Merchant shall ensure that a single transaction is not split into multiple swipes/dips from the same card.

11.10 The Merchant shall ensure that sensitive personal identification data are not accepted through unsecured mode.

11.11 The Merchant shall pay the monthly/annual fee/charges due to Mintoak irrespective of whether the equipment is used or not.

11.12 The Merchant shall return the Device to Mintoak after the expiry or termination of the Agreement. Such returned Device shall be in good condition. In the event, the Device is damaged, the Merchant shall replace he same at its own cost.

11.13 The Merchant shall return the Device to Mintoak after the expiry or termination of the Agreement. Such returned Device shall be in good condition. In the event, the Device is damaged, the Merchant shall replace he same at its own cost.

11.14 The Merchant shall not perform any act or deed, or omit to perform such act or deed, to indicate or suggest that Mintoak owns or operates the Device.

11.15 The Merchant shall ensure that it shall use the Device, only for the purpose of processing and transmitting the details and specifics in respect of any Transaction, in the manner and as per these terms and conditions and as may be directed from to time by Mintoak.

11.16 The Merchant shall ensure that it shall provide to Mintoak / Sponsoring Bank or its authorised representatives, access to the Device and extend all further cooperation as may be required by Mintoak / Sponsoring Bank, for the prevention and detection of frauds.

11.17 The Merchant acknowledges that it shall be solely responsible for the provision of any facilities and utilities which are required for the installation, operation and maintenance of the Device including without limitation provision of regular electricity connection, secure telephone lines, secure internet connection and Mintoak shall not be responsible or liable for making payment of any charges and costs in relation to such facilities and utilities.

11.18 The Merchant shall ensure that at all times, only trained personnel and employees of the Merchant are allowed to operate the Device.

11.19 The Merchant shall ensure that the Merchant does not swipe/use his/her own card on the Device provided to it.

11.20 The Merchant shall ensure that each Device utilised by the Merchant complies with requirements as approved by Mintoak /Sponsoring Bank from time to time, and functions on the version of the Application approved by Mintoak /Sponsoring Bank.

11.21 The Merchant shall ensure that no additional services are activated on the Device and no modifications are made with respect to the model of the Device and/or the application utilised without the prior written approval of Mintoak.

11.22 The Merchant shall ensure that it follows the requirements for protection of information related to the Cards as per Mintoak’s / Sponsoring Bank’s guidelines in this regard.

11.23 The Merchant acknowledges and agrees that the Sponsoring Bank reserves the right, but shall not be obliged, to make any modification such as enhancements, patches, upgrades and/or the procurement of new releases of any software or any changes in the payment mechanism in the Device, the Merchant shall at its own cost upgrade, modify and change its systems as may be required to integrate the same with the payment mechanism and/or the Device as the case may be after such modifications.

12. Card acceptance and digital wallet acceptance

12.1 Merchant shall honour a Valid Card or Digital Payment Instrument when presented for a transaction and must not favour any Card issuer or digital wallet Service Provider.

12.2 Merchant shall not engage in any practices or procedures that discriminate against the use Valid Cards or other Digital Payment Instruments whether in favour of cash or any other competing card brand or Digital wallet Service Provider.

12.3 Merchant shall Not levy any service charge on the Customer for the use of the Card or Digital wallets which would discourage the customer from using the Card or Digital Wallet for the transaction and not place any minimum limit on the Transaction to accept a Valid Card or Valid digital wallet payment or other payment modes.

13. Transaction handling

13.1 The Merchant shall enter into transactions only in Indian Rupees unless otherwise permitted by Mintoak in writing in advance.

13.2 The Merchant shall note down, export data pertaining to the daily transactions as a report for accounting purposes.

13.3 The Merchant shall retain all Transaction data for a minimum period of twelve months and provide in such form and manner as may be required by Mintoak / Sponsoring Bank from time to time, information and related documents in respect of Transactions;

13.4 The Merchant shall not accept Card Transactions or digital payment instruments for goods and/or services that are prohibited by law and applicable to ME or the customer, as detailed in Annexure – A.

13.5 The Merchant shall not accept Card Transactions or digital payment instruments for goods and/or services outside the description of Merchant’s business/profession.

13.6 The Merchant shall while presenting any transaction information, certify to the Mintoak that all statements of facts contained therein are true and complete in all respects and that Merchant has supplied goods and/or services to which the transaction information relates to and the value stated therein is at a price not greater or less favourable than the same price and terms at which such goods and/or services are supplied by Merchant for cash and that the transaction information pertaining to each sale has been supplied only once.

13.7 The Merchant shall while presenting any transaction information, certify to Mintoak that the sale of such goods and/or services are not unlawful.

13.8 The Merchant shall accept any decision of Mintoak to remove the Device for misrepresentation or non-performance and for withdrawal of license for usage of Device by Merchant.

13.9 Mintoak shall, at its sole discretion and for any reason whatsoever, be entitled to direct the Merchant to replace or remove and/or discontinue usage of any Device. The Merchant shall comply with such directions forthwith.

13.10 The Merchant hereby agrees and undertakes that it shall ensure to swipe/dip or tap credit/debit/prepaid cards submitted by customers and attempt to process transactions only on the Device and the Merchant shall not capture, store or transmit (or attempt to capture, store or transmit) any Card information such as name of the customer(s), the Card Verification Value (CVV) number and the expiry date of the debit/credit card submitted by a customer, to any third party.

14. Refund

14.1 In the event that any goods are not received by a customer or are rejected due to non-compliance by the Merchant or pursuant to any terms of contract between the Merchant and the customer or are otherwise lawfully rejected or are accepted for return and/or services paid for by the customer are not performed or are cancelled by the Merchant or the price is lawfully disputed by the customer or the price adjustment is disputed by the customer, the Merchant shall refund such amounts to the customer within fourteen (14) working days.

14.2 Cash and other means of refund for a Card sale or digital wallet sale is strictly prohibited, and any refund must be paid to the same Card and E-wallet account used for the sale Transaction within fourteen (14) working days.

14.3 Notwithstanding clause 14.1 to 14.2 above, Mintoak may in its absolute discretion instruct the Bank to adjust all such amounts from the amounts payable to Merchant or provide for such other procedure for refund as Mintoak may deem fit from time to time.

14.4 The Merchant shall process all refunds (in respect of any concluded transactions) to the customers only through the Payment Mechanism as per the procedure stipulated by Mintoak and in no other manner whatsoever.

15. Merchant Discount Rate (MDR), charges and fees

15.1 The Merchant shall pay Mintoak the MDR set out and agreed upon. The MDR will be advised by Mintoak to the Merchant in writing by email to the registered email address of the Merchant and also inform any revision in the rates, from time to time without having to amend these terms through an email.

15.2 The Merchant shall pay Mintoak the MDR set out and agreed upon. The MDR will be advised by Mintoak to the Merchant in writing by email to the registered email address of the Merchant and also inform any revision in the rates, from time to time without having to amend these terms through an email.

15.3 The Merchant shall ensure that MDR and any additional fees are paid when the services set out in the application are provided. However, Mintoak will, at its sole discretion, deduct those amounts from the sums payable to Merchant and the Merchant gives its express consent and authorisation to Mintoak to so deduct and further Merchant agrees to honour the same and no claim of whatever nature shall be raised against Mintoak for such deductions.

15.4 The Merchant agrees to reimburse Mintoak for all chargebacks.

15.5 The Merchant agrees to pay Mintoak the sum set out as monthly fees in the merchant onboarding application at the frequency stated therein and all other fees/charges and/or levies as agreed by Merchant for payment to Mintoak on account of SMS (short messaging service) charges, Bank transfer charges and the like as billed to Mintoak by third parties.

16. Provision of cash withdrawal facility

16.1 Merchant shall allow a Cash Withdrawal Customer to withdraw cash at the EDC/POS Terminal against a valid debit card issued in India or such other card as may be prescribed by the Reserve Bank of India / Sponsoring Bank as informed by Mintoak from time to time and to the extent and manner as may be stipulated by the Reserve Bank of India and the Sponsoring Bank from time to time and advised by Mintoak, subject to these terms and conditions.

16.2 The Merchant shall permit each Cash Withdrawal Customer amounts as specified by the RBI and Sponsoring Bank and advised by Mintoak from to time. The Cash Withdrawal Facility shall unless otherwise specified by Mintoak, be available to an eligible Cash Withdrawal Customer whether or not such Cash Withdrawal Customer purchase or seeks to purchase the goods and/or services from the Merchant.

16.3 The Merchant shall not be charging the customer any fees, charges, expenses or other costs whatsoever, for allowing the customer to use the Cash Withdrawal Facility.

16.4 The process flow for processing and settlement of the Transactions shall apply mutatis mutandis to a Cash Withdrawal Transaction and the amount to be settled in favour of Mintoak shall be deemed to be part of the POS settlement cycle.

17. Termination of the cash withdrawal facility

17.1 Without prejudice to the rights of Mintoak under Clauses 24 & 25 (Term and Termination), Mintoak shall be entitled to terminate the Cash Withdrawal Facility for the Merchant, by notice in writing to the Merchant, by way of email to the registered email address of the Merchant, if the Merchant commits any breach of any of the terms and conditions of this Cash Withdrawal Facility and, in case of a breach capable of remedy, fails to remedy the same within three (3) days of the occurrence of such breach subject a shorter period, if mentioned elsewhere in these terms or any Agreement or under the Applicable Law. For the purpose of this paragraph, a breach shall be considered capable of remedy if the Merchant can comply with the provision in question in all respects other than as to the time of performance (provided that the time of performance is not of the essence).

17.2 Mintoak’s right to terminate the Cash Withdrawal Facility as above shall be in addition to the right of Mintoak to terminate these terms or other related Agreement/s as a whole under Clauses 24 &25 (Term and Termination) of these Terms and any other rights or remedies that Mintoak may have at law or in equity as a result of any breach of these clauses.

17.3 Either party shall be entitled to terminate the Cash Withdrawal Facility without cause at any time.

18. Interest

18.1 Mintoak shall charge the Merchant interest at the rate of 2% per month on any amounts outstanding.

19. Indemnity

19.1 Merchant hereby undertakes and agrees to indemnify Mintoak and hold Mintoak harmless from and against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, Chargebacks, costs (including without limitation, legal costs of Mintoak on solicitor/attorney and own client basis), awards, damages, demands, expenses and/or losses and injuries made against, suffered or incurred by Mintoak however arising directly or indirectly as a result of or in connection with:

19.2 Merchant shall also fully indemnify and hold harmless Mintoak against any losses, costs, expenses, demands or liabilities whether direct or indirect arising out of a claim by a third party that the Merchant’s services infringe upon any Intellectual Property Rights or industrial property rights of that third party.

19.3 Notwithstanding any other provisions or these terms, in no event shall Mintoak be liable to Merchant for loss of profits or revenues or for any indirect, consequential or special or similar loss or damage arising out of or in connection with a Transaction(s), or any other matter under these Terms.

19.4 The indemnities under this provision are in addition to and without prejudice to the indemnities given elsewhere in the terms or in any Agreement and all the indemnities provided shall survive the termination or expiration of these terms.

20. Confidentiality

20.1 Merchant shall not, store, or use or disclose the name of the Card Holder, Card number, expiry date, CVV number including without limitation, any other confidential information relating to any transaction or the Device or Mintoak and each of their respective businesses/professions including legal, financial, technical, commercial, marketing and Transaction and Device related records, data, documents, reports, these terms and the details of the negotiations between the Parties etc. (“information”) to a third party, unless such disclosure is compelled by applicable law and in adherence with all the relevant data security policies by any of the regulatory commissions, as mandated by the Government of India.

20.2 The Merchant agrees and undertakes that it shall keep all information and materials passing from Mintoak and/or the customer to the Merchant confidential and shall not, without the prior written consent of Mintoak or the customer as appropriate, divulge such information to any other person or use such information other than for the purpose of complying with these terms.

20.3 The Merchant agrees and undertakes that it shall take all steps as may be reasonably necessary to protect the integrity of the information and to protect against unauthorized disclosure thereof.

20.4 The Merchant agrees and undertakes that it shall promptly inform Mintoak or the customer as appropriate of any potential or accidental disclosure of the information as it pertains to any of them and take all steps, together with Mintoak and/or the customer as appropriate to retrieve and protect the information.

20.5 The Merchant agrees and undertakes that it shall ensure that the employees and/or representatives of Merchant who are given access to the information shall at all times be bound by the same confidentiality obligations as Merchant and comply with legally valid and written non-disclosure obligations under their employment contracts.

20.6 The Merchant agrees and undertakes that it shall ensure that the Sponsoring Bank or its authorised representatives shall have access to the Device and provide cooperation as may be required by the Bank, for prevention and detection of frauds.

20.7 The Merchant agrees and undertakes that use the information only for the purpose for which it was provided and not profit from the same in an unauthorised manner.

20.8 The Merchant agrees and undertakes to ensure that the payment application software version used for processing Card payments is PA-DSS (Payment Application Data Security Standard Council) approved and other global security standards for card present scenarios

20.9 The aforesaid clauses 20.1 to 20.8 shall survive the termination of these Terms and Conditions.

21. Chargeback

21.1 Any Transaction entered by Merchant in any of the following circumstances shall be the final responsibility of Merchant not withstanding that the Transaction was accepted or paid by Mintoak/ Sponsoring Bank and Merchant agrees to Mintoak / Sponsoring Bank charging back the Transaction without any demur or protest:

21.2 A chargeback or any payment or reimbursement from the Merchant of any amount under this Agreement may at Mintoak’s discretion, be given effect throughout any or more of the following methods:

21.3 Where Merchant is a partnership or a proprietary concern and a partner(s) / proprietor is a Customer in an individual / personal capacity, such partner/proprietor shall not use his/her Card or digital/e-wallet for the purchase of goods and/or services from the Merchant thereby utilizing the payment received from the Bank against such purchase, such Transaction shall not constitute valid charges.

21.4 The Merchant hereby agrees that all Chargebacks shall be the sole responsibly of the Merchant and Mintoak shall not be liable for any claims or disputes which may arise in connection with such Chargebacks in particular, if any penalties or fines are imposed on Mintoak/Sponsoring Bank by the Payment Network/Card Association or any governmental authority, as a result of any act or omission of the Merchant in relation to any Chargeback, the Merchant shall indemnify Mintoak/ Sponsoring Bank in respect of the same.

21.5 It is hereby agreed and acknowledged by the Merchant that the service charges charged by the Bank in respect of the Transaction in relation to which a direction has been issued and shall not be repaid by Mintoak/Sponsoring Bank to the Merchant or any other person.

21.6 Without prejudice to the obligation of the Merchant to make payment of the Chargeback upon receipt of a direction from Mintoak / Sponsoring Bank, the Merchant agrees and acknowledges that Mintoak / Sponsoring Bank may recover the Chargeback from the Merchant by: (a) deducting the same in the manner contemplated by the process flow above; (b) deducting the same from the ME’s account; (c) deducting the same from the fixed deposit created; and/or (d) deducting the same from any account held or deposit made by the Merchant, whether jointly or singly.

22. Audit

22.1 The Merchant shall ensure that at all points in time during the term of this arrangement of Mintoak providing the Services, Mintoak /Sponsoring Bank shall be entitled to either by itself, or through its internal or external auditors or any external specialists appointed by it in this behalf, to audit, review, monitor and assess the use of any software, data or other materials, all the documents, records, (including copies of any audit carried out or review reports and findings made with regard to the services) information, books or transactions, the security practices, control processes and other necessary information in the nature of operations, financial and business records which Mintoak/Sponsoring Bank or Mintoak /Sponsoring Bank’s employees and representatives in their absolute discretion deem to be relevant to Mintoak / Sponsoring Bank and/or compliance by Mintoak of these Terms. The Merchant shall forthwith upon being thus required, permit taking copies of any records, documents, books or other writings of the Merchant by Mintoak / Sponsoring Bank, its employees and representatives and its internal or external auditors.

22.2 Without prejudice to the rights of Mintoak / Sponsoring Bank to require an audit as provided in the clause above, the Merchant shall (a) regularly provide updates to Mintoak / Sponsoring Bank and (b) meet with its officials designated by Mintoak / Sponsoring Bank to discuss and review the performance of the Merchant at such intervals as may be agreed between the parties. In addition, in the event of any instance of any security breach or data compromise in relation to the Merchant coming to Mintoak / Sponsoring Bank’s attention, Mintoak / Sponsoring Bank shall be entitled to appoint forensic auditors and conduct a forensic audit of the premises and data centres of the Merchant, at the cost of the Merchant and the Merchant shall provide such assistance and provide access to such data, records hardware and software as Mintoak / Sponsoring Bank may require.

22. The Merchant shall preserve/maintain in good order and as per generally accepted industry practices all documents, data and records as contemplated under these terms shall at all times in accordance with the applicable law.

22.3 The Merchant shall co-operate in good faith with Mintoak / Sponsoring Bank and its employees, representatives and personal to correct any practice which is found to be deficient during any audit or monitoring and assessment process. Additionally, the Merchant shall make available reasonable time of a qualified professional towards responding to queries that may arise in the course of such monitoring or assessment process on mutually agreed terms.

22.4 Notwithstanding anything contained in this section (Audit), it is hereby agreed between the parties that any regulator who is entitled to regulate and supervise the activities of Mintoak / Sponsoring Bank, including without limitation, the RBI and/or any persons authorised by such regulator shall be entitled to require the Merchant to furnish and submit such data, documents and records, and/or inspect/cause an inspection to be made of the Merchant and its operations or books and accounts by one or more of its offices or employees or other persons, or enter upon the premises of the Merchant and access, inspect, examine, audit and call for all the documents, records or transactions and other necessary information given to, stored or processed by the Merchant in the nature of operations and business records which the regulator may, in its sole an absolute discretion deems to be relevant to the terms and conditions, as set forth in these Terms, with or without provision of prior notice as the regulator may deem fit and necessary.

22.5 In the event that any data, information, documents or records, which are required by Mintoak / Sponsoring Bank or its employees, representatives and personnel, as the case may be, and/or any regulator is stored or maintained at any location other than the premises of the Merchant (whether in India or abroad), the Merchant shall ensure that Mintoak / Sponsoring Bank, or its employees, representatives and personnel, and/or the concerned regulator, as the case may be, has access to such data, information or records to the same extent as if such data information and records were maintained by the Merchant at their own premises.

23. Mintoak’s covenants and rights

23.1 Based on the representations, warranties, indemnities and covenants made herein by Merchant, Mintoak hereby permits Merchant to enter into Transactions with customers using a Valid Cad and the Device or the digital wallet or any other digital Payment mode and adhering to the procedure stated herein above and thereby Mintoak agrees to instruct the Bank to pay to Merchant the amount of such Transaction subject to these Terms.

23.2 Based on the representations, warranties, indemnities and covenants made herein by Merchant, Mintoak hereby permits Merchant to enter into Transactions with customers using a Valid Cad and the Device or the digital wallet or any other digital Payment mode and adhering to the procedure stated herein above and thereby Mintoak agrees to instruct the Bank to pay to Merchant the amount of such Transaction subject to these Terms.

23.3 Mintoak shall, towards Authorised Transactions complete in all respects, instruct the Sponsoring Bank to pay to the Merchant by crediting the appropriate account of the Merchant as provided to Mintoak, the amount net of (i) the MDR and taxes as applicable, computed at the rate as stated in the Schedule, on the Transaction amount and (ii) any other amounts due from the Merchant to Mintoak including but not limited to fees for bank transfer charges, SMS charges and monthly fee, as and when the same becomes due for payment.

23.4 No amount on a Transaction shall be payable to the Merchant unless Mintoak has received a receipt of that Transaction. For example: In case of Transactions via the Device, Merchant has used “settlement function” within the software application and follows such further procedures as may be stipulated by Mintoak from time to time.

23.5 Payment of amounts due to the Merchant on Transactions shall be made within 2 (two) working days after receipt of the Transactions by the Sponsoring Bank (i.e. by T+2), unless the Mintoak Services are under termination notice period in which case such payments will be made only after the expiration of one hundred eighty (180) business days following the termination of the Mintoak Services.

23.6 Merchant acknowledges and agrees that Mintoak shall be entitled, in cases where a refund claimed exceeds the amount due to Merchant, to debit the said excess amount from sums payable by Mintoak to Merchant.

23.7 Payments to Merchant shall be without prejudice to any claims or rights, which Mintoak may have against the Merchant and shall not constitute any admission by Mintoak as to the performance by the Merchant of its obligations under these Terms and the amount payable to the Merchant. Merchant acknowledge and agrees that Mintoak shall be entitled to shuffle and deduct the amounts payable to the Merchant with:

23.8 If Mintoak suspects that the Merchant has committed a breach of these Terms and Conditions or has acted dishonestly or that fraud has been committed against Mintoak, the Sponsoring Bank, any customer or third party or Merchant has in connivance with any other person or groups of persons done the same or assisted in the same, Mintoak has the right to suspend all payments under the Mintoak Services, to the Merchant, pending enquiries by Mintoak and/or the Sponsoring Bank.

23.9 Mintoak reserves the right to hold back the transaction amounts for any suspected/fraudulent transactions.

24. Termination

24.1 The Services may be discontinued by Mintoak without assigning any reason whatsoever by giving to the Merchant a notice in writing of a minimum of 10 (ten) days prior to the date proposed for discontinuation/termination.

24.2 The Services may be terminated by Mintoak forthwith, without there being a necessity to give a prior notice thereof to the Merchant as contemplated in the preceding clause upon happening of any of the following:

24.3 The Mintoak Services shall be deemed to be automatically terminated by Mintoak without there being a necessity to give a prior notice thereof to the Merchant if the Agreement between Mintoak and the Bank is terminated during the currency of the Agreement/these Terms or when the arrangement between payment processing platform provider and Mintoak is terminated or undergoes any modification that affects the subject matter of these Terms.

24.4 In the event of termination of the Services, the Merchant shall disclose all completed Transactions to Mintoak.

24.5 Termination shall not affect any liabilities incurred prior to it or any provision expressed to survive or be effective on termination and the same shall continue to remain in full force and effect.

24.6 Notwithstanding termination, Mintoak may in its absolute discretion suspend the authority of the Merchant to enter into a Transaction(s) after service of notice of termination by either Party.

24.7 The Merchant shall terminate this Agreement provided, the Merchant has made payment of his outstanding dues including monthly charges and any other amounts due to Mintoak.

24.8 The Merchant upon termination shall:

25. Term or tenure of mintoak services

25.1 These Terms and Conditions shall come into force from the Effective date and shall remain in full force, unless terminated by either Party.

26. Waiver

26.1 Not exercising or delay in exercising any power or remedy available to Mintoak hereunder or any other documents pursuant hereto shall not impair or prejudice any such right, power or recourse and shall not be constructed to be a waiver thereof or any acquiescence therein by Mintoak.

27. Severability

27.1 If any provision of these Terms and Conditions is illegal, invalid or unenforceable for any reason, it will be served from the remaining provisions, which will remain unaffected.

28. Jurisidiction

28.1 All disputes and differences relating to the Services and these Terms and Conditions, Transactions hereunder and any other matters related hereto or as to the interpretation or enforcement of these Terms or Agreements shall be subject to the exclusive jurisdiction of the Courts in Mumbai to the exclusion of any other courts.

29. Forcemajeure

29.1 If at any time during the term of the Mintoak Services and the Terms, the performance in whole or in part of either Party’s obligation under these Terms/Agreement is prevented or delayed by any reason beyond the control of the Parties hereto, including but not limited to fire, storm, flood earthquake, explosion, accident, military operation, war, rebellion, riot, wreck, epidemic, embargo or any virus in the system or any other electronic delay or any laws, major failure in electronic communication systems, regulations or other Governmental actions, neither Party shall be entitled to terminate the Services under these Terms/ Agreement nor shall either Party have any claim for damages against the other in respect of such non-performance or delay in performance, and shall be entitled to resume as soon as practicable after any such event has come to an end or ceased to exist, provided that if the performance in whole or part of any obligation under these Terms/ Agreement is prevented or delayed by reason of any such event for a period exceeding 30 (thirty) days, the Parties shall jointly discuss the feasibility of a rescheduling of performance. If either of the Parties cannot with reasonable diligence be expected to continue performance, either Party may at its option elect to terminate the Services under these Terms/ Agreement or such part thereof as can be severed therefore without affecting the performance of the remaining portion. Nothing contained in this clause shall be construed as relieving either Party from its obligation to pay any sum due to the other Party.

30.Publicity

30.1 Merchant shall not use the name and/or trademark/logo/ tradename of Mintoak and the Sponsoring or Acquiring Bank, their respective group companies, subsidiaries, or associates in any States or marketing publications or advertisements or in any other manner without the prior written consent of Mintoak and the Sponsoring Bank, as the case may be. Where such consent is grated, Merchant expressly agrees to prominently display and maintain Mintoak’s/Sponsoring Bank’s promotional material as supplied by Mintoak from time to time.

30.2 Merchant expressly agrees for the (a) inclusion of the Merchant’s name in any directory or promotional material produced in connection with the Cards and digital wallets and (b) display of Visa, Mastercard, Visa Electron, Maestro, Rupay, Discover, other Card brand, UPI pay, BHIM UPI, BQR and E-Wallet logos on the Device/device and premises publicising the acceptance of all Cards, Bharat QR, UPI Pay and all other digital Wallets.

31. Interpretation

31.1 In these terms and conditions unless the context otherwise requires:

32. Cash advance and/or cash refunds

32.1 In case any Valid Charges of any Card Member required to be credited back to such Card member in accordance with these terms and condition, the Merchant will not allow such Card member to encash in any cheque and/or the Merchant will not make any cash advance and Cash refunds directly to such card member. Further Mintoak will not be responsible or held liable for refund of such Valid Charges, by the Merchant directly to the Card member. Merchant will not do cash refund for card swiped/dipped/tapped at its establishment.

33. Transfer and assignment

33.1 The Merchant will immediately notify Mintoak of any sale, assignment, lease or transfer in any way of the Merchant’s establishment or business or profession or all or a significant material part of its assets. The rights obtained under this Agreement are not assignable.

33.2 Where the Merchant proposes to change the nature of business or profession or merchandise sold, which may result in the merchant category to be changed in the books of the Visa/ Mastercard/Visa Electron/ Maestro / Rupay / Discover / Digital wallets etc, the Device and the support services shall be used only after such change is informed to Mintoak and acceptance thereof is conveyed to the Merchant.

33.3 Merchant undertakes not to swipe/dip/tap its own Cards for funding its own business

Limitation of liability

34.1 In no event will be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, inability to use, or unavailability of the service.

34.2 Under no circumstances will Mintoak be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or merchant’s account, or the information contained therein.

34.3 This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, in no event will the aggregator be liable for (i) any indirect, special, consequential or incidental damages or loss of revenue or loss of business profits, however caused, even f advised of the possibility of such damages, or (ii) damages relating to any claim that accrued more than one year before the institution of adversarial proceedings thereon. subject to the above and notwithstading anything to the contrary herein, the maximum aggregate liability, for any and all direct damages (whether in contract, tort (including negligence) of Mintoak, regardless of the form of claim shall not exceed the sum total of monthly fee/ charges for six (6) months.

35. Arbitration

35.1 In the event of a dispute, difference or claim between the parties hereto, arising out of the Services and these Terms or Agreement or in any way relating hereto, or any term, condition or provision herein mentioned or the construction or interpretation thereof or otherwise in relation hereto, the parties shall first endeavour to settle such difference, dispute, claim or question by mutual discussion. If a mutual settlement fails within 30 days of the Parties settlement efforts, then the dispute shall be referred to arbitration of a sole Arbitrator in accordance with the Arbitration & Conciliation Act, 1996, or any statutory modification or re-enactment thereof for the time being in force and such arbitration proceedings shall be held in English at Mumbai.

36. Additional terms

36.1 The Merchant hereby acknowledges that Mintoak may from time to time procure, extract or obtain credit related information about the Merchant from various credit bureaus including but not limited to Credit Information Bureau (India) Limited (CIBIL). The Merchant hereby agrees, authorizes and permits Mintoak to procure, extract and or obtain such information without prior intimation to the Merchant.

36.2 The authorized signatory of the Merchant who is accepting these Term and Conditions, on behalf of the Merchant do hereby confirm on behalf of the Merchant and on his/her behalf:

37. Documents

37.1 The Merchant agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by Mintoak at the time of submitting the Application and from time to time.

37.2 The Merchant agrees to execute and eSign separately a legal agreement (called, “Agreement” or “Merchant Agreement”) for availing the Mintoak Services.

38. Revisions, disclosures and notices

38.1 Mintoak may amend the Terms, at any time with notice that it deems reasonable in the circumstances, by posting the revised version of the Terms (each a Revised Version) on its website or communicating it to the Merchant through an email to the email ID registered by the Merchant.

38.2 The Revised Version of the Terms and Conditions will be effective as of the time it is posted but will not apply retrospectively. Your continued use of the Services after the posting of a Revised Version constitutes your acceptance of such Revised Version.

38.3 Any notices/communication to be given by either Party to the other shall be sent by registered letter or email at the address/email ID last notified by Party.

38.4 We may provide disclosures and notices required by law, Sponsoring Bank, Reserve Bank of India or other regulators, Government and other information about your Mintoak Account to you electronically, by posting in our Website or through email to your email address registered with us or pushing notifications through the Services. Electronic disclosures and notices are considered received by you within 24 (Twenty-four) hours of the time posted of the time poste to our website or within 24 (twenty-four) hours of the time emailed to you. If you wish to withdraw your consent to receiving electronic communications, contact Mintoak Support at help@mintoak.com. If we are not able to support your request, you may need to terminate your Mintoak account.

38. Miscellaneous

38.1 These Terms and Conditions (along with the Application) constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between Mintoak and the Merchant is non-exclusive and on principal to principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between the Mintoak and the Merchant.

38.2 No failure on the part of Mintoak to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right.

38.3 If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the termination of the arrangement between the Merchant and Mintoak

38.4 These Terms and Conditions are published and available on Mintoak’s website https://www.mintoak.com and any changes / amendments to these Terms and conditions shall be updated on the website too.

All annexures and schedules form part and parcel of these terms.

ANNEXURE – A

BANNED PRODUCT AND SERVICE CHARGES

  1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.

  2. Alcohol, which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.

  3. Body parts, which includes organs or other body parts.

  4. Bulk marketing tools, which include email lists, software, or other products enabling unsolicited email messages (spam).

  5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free.

  6. Child pornography, which includes pornographic materials involving minors.

  7. Copyright unlocking devices, which includes mod chips, or other devices designed to circumvent copyright protection.

  8. Copyrighted media, which includes unauthorised copies of books, music, movies, and other licensed or protected materials.

  9. Copyrighted software, which includes unauthorised copies of software, video games and other licensed or protected materials, including OEM or bundled software.

  10. Counterfeit and unauthorised goods, which include replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association, fake autographs, counterfeit stamps, and other potentially unauthorised goods.

  11. Drugs and drug paraphernalia, which include illegal drugs and drug accessories, including herbal drugs, like salvia and magic mushrooms.

  12. Drug test circumvention aids, which includes drug cleansing shakes, urine test additives, and related items.

  13. Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction.

  14. Gaming/gambling, which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content.

  15. Government IDs or documents, which includes fake IDs, passports, diplomas, and noble titles.

  16. Hacking and cracking materials, which include manuals, how-to guides, information.

  17. Device enabling illegal access to software, servers, watomites, or other protected property.

  18. Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts.

  19. Miracle cures, which include unsubstantiated cures, remedies or other items, marketed as quick health fixes.

  20. Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; b) Encourage or incite violent acts; and/or c) Promote intolerance or hatred.

  21. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals.

  22. Prescription drugs or herbal drugs or any kind of online pharmacies, which includes drugs or other products requiring a prescription by a licensed medical practitioner.

  23. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances.

  24. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles or logos, license plates, police badges and law enforcement equipment, lock-picking devices, pesticides; postage meters, recalled items, slot machines, surveillance equipment, goods regulated by government or other agency specifications.

  25. Securities, which includes stocks, bonds, or related financial products.

  26. Tobacco and cigarettes, which includes cigarettes, cigars, chewing tobacco, and related products.

  27. Traffic devices, which includes radar detectors/ jammers, license plate covers, traffic signal changers, and related products.

  28. Weapons, which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.

  29. Wholesale currency, which includes discounted currencies or currency exchanges.

  30. Live animals or hides/skins/teeth, nails and other parts etc of animals.

  31. Multi-Level Marketing collection fees.

  32. Matrix sites or sites using a matrix scheme approach.

  33. Work-at-home information.

  34. Drop-shipped merchandise.

Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India.

ANNEXURE – B

CHARGE BACK EVENTS

  1. Any charge/debit on a Card, which is suspect charge/debit or is thought to be irregular or fraudulent in nature by Mintoak/Sponsoring Bank, in its sole opinion and assessment.

  2. Any charge/debit on a Card arising out of any hacking, beach of Security encryption (if any) that may be attributable by the Bank to the Merchant due to the manner in which the Merchant handled the customer information or Cardholder/ transaction details.

  3. Any other events or circumstances under which a chargeback is required to be effected under the Network Rules or applicable law. The transaction is for any reason unlawful or unenforceable.

  4. Any information presented electronically to Mintoak / Sponsoring Bank in respect of the Transaction is not received in accordance with Mintoak’s / Sponsoring Bank’s requirements from time to time.

  5. Transaction is posted more than once to customer’s account.

  6. The Transaction is doubtful or erroneously paid to the Merchant.

  7. Any Transaction made through a Card outside the territory authorized for the use of the card.

  8. The product is rejected or returned or the customer disputes the nature, quality and quantity of the product.

  9. The Transaction is validly cancelled or terminated by the customer.

  10. The customer disputes or denies the occurrence of the Transaction or the sale of delivery of the product covered by the Transaction.

  11. Any other event or circumstances in which Mintoak shall from time to time notify to the Merchant in writing shall have occurred at the date of the Transaction.

  12. The Transaction is for any reason unlawful or unenforceable.

  13. Any charge/debit on a Card for a product in amount of excess of the price that product stated on packaging.