At the request of the Merchant (as hereinafter defined), HDFC Bank Limited ("Bank") has agreed to provide the Services (as hereinafter defined) to the Merchant on the basis of and subject to the terms and conditions set out below ("terms and conditions"). All capitalised terms used in the terms and conditions set out below but not specifically defined shall have the meaning assigned to them in the Application Form (as hereinafter defined):

DEFINITIONS AND INTERPRETATION

1.1 Unless there is anything in the subject or context inconsistent therewith, the capitalised terms listed below shall have the following meanings:

"Additional Form Factors" " shall mean QR code, tap and go, sound technology, near field communication based payments and such other additional form factors and/or technological solutions for capture of card information in the EDC Terminal for card present transactions and such form factors and/ or technological solutions for capture of card information for card not present transactions, as the Bank may specify from time to time;

"Agent(s)" shall mean the authorized Agent appointed by a COU or the Agent Institutions in accordance with the Applicable Law, who act as customer touch points and service points which will be available in the form of branch offices, collection centres and outlets

"Agent Institutions" shall mean the entities that are appointed by a COU in accordance with Applicable Law, to further on-board Agents and/ or set up customer service points in various regions and locations;

"API" shall mean the Merchant's application programming interface(s) made available to the Bank for the purposes of transmitting the Authentication Information to the Merchant, enabling the access by the Bank of the Customer's Bill Details, and any other information as may be required for the purpose of providing BOU Services to the Merchant;

"API License" shall have the meaning assigned to such term in Clause 2 (API License) below;

"Applicable Law" shall mean any statute, regulation,notification, circular, order, ordinance, requirement, direction, guideline,announcement or other binding action or requirement of any Governmental Authority, having the force of law in India (or any part there of);

"Application Form" shall mean the application form signed by the Merchant for availing of the Services, including all annexures and mandates thereto;

"Approval Reference Number" shall mean the unique internal confirmation number of the Merchant for every ON-US Transaction and OFF-US Transaction,which is shared by the Merchant to the Bank upon receiving every bill payment confirmation from the Bank;

"Authentication Information" shall refer to the information provided by the Customer to the COU or its Agent Institution/Agent in relation to the bill/invoice which shall be verified by the Merchant;

"Bank Account" shall mean a bank account maintained by a Customer with a Participating Bank, in respect of which the Customer avails of online banking services from such Participating Bank;

"Bank Fee Letter" shall mean any letter addressed by the Bank to the Merchant, referring to these terms and conditions and setting out the Service Fees payable by the Merchant to the Bank;

"Bank Merchant Policy" shall mean the policy(ies) stipulated by the Bank in relation to Merchant/ other merchants, as the same may be updated from time to time;

"Bank's Trademark" shall mean and include the trademark of the Bank’s Tradename and variations thereof, and shall further include any new variations of the said trademark, such other designs, images, artistic work, visual representation, service marks, copyright, which are designed and developed by the financier henceforth;

"BBPCU" shall mean Bharat Bill Payment Central Unit, which is authorised by RBI to operate BBPS;

"BBPOU" shall mean authorised Bharat Bill Payment Operating Unit which acts either as a BOU or a COU or both in accordance with Applicable Law;

"BBPOU Service Provider" shall mean the subcontractor(s) / service providers utilised by the Bank for the purpose of providing the COU services to its customers and/or the BOU Services to the Merchant;

"BBPS" shall mean Bharat Bill Payment System, an RBI authorised bill payment system;

"Bill Details" shall include the Customer name, bill number, bill period, bill amount, bill date, bill due date, convenience fee (inclusive of applicable taxes) levied by the Merchant on the Customer, and any other information as may be required by the Bank, associated with the bill of the Customer who wishes to use the services of a COU or its Agent Institution/Agent to make payment for the bill raised by the Merchant;

"BOU" or "Biller Operating Unit" shall mean the authorised BBPOU which on-boards billers on BBPS and provides collection and settlement services to the billers;

"BOU Services" shall mean the services for collection and settlement of bill payments made by the Customers and other value-added services provided by the Bank to the Merchant either directly or through the BBPOU Service Provider;

"Card" shall mean any unexpired credit card or debit card that is issued by a Card Issuing Institution designated to issue cards of any Card Association, provided that such card is not listed in a current warning or restricted card bulletins or notices and shall be deemed to include any prepaid payment instrument/ wallet acceptable to the Bank;

"Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Diners, Rupay, Discover or Maestro or any other card association as may be specified by the Bank from time to time;

"Card Issuing Institution" shall mean a bank or financial institution that has issued a Card or Other Card to a Customer;

"Card Transaction" shall mean a PG Transaction, Other Card Association PG Transaction or a POS Transaction;

"Charge Transaction" shall mean any Card Transaction, UPI Transaction or an Online Banking Transaction, as applicable;

"Card Transaction Chargeback" shall mean, a requirement to repay the amounts received by the Merchant in respect of any Card Transaction on the occurrence of the chargeback events set out in the Network Rules, from time to time, the present list of which events is set out in Schedule I (Card Transaction Chargeback Events) hereto;

"Chargeback" shall mean collectively, Card Transaction Chargeback, UPI Transaction Chargeback, ON-US Transaction Chargeback and OFF-US Transaction Chargeback;

"Chargeslip" shall mean the receipt, whether physical or electronic, produced by the EDC Terminal on successful completion of authorisation and authentication of a POS Transaction;

"COU" or "Customer Operating Unit" shall mean the authorised BBPOU which provides bill presentment and collection services to the Customer either directly or through its Agent Institutions/Agents;

"Customer Information" shall have the meaning assigned to such term in Clause 9.1 (Data Security) below

"Customers" shall mean the persons who purchase the Products by effecting a Charge Transaction, or the persons who avail services of the Merchant and are willing to use the platform provided by a COU or its Agent Institution/ Agent to make payments against the invoice/bill generated by the Merchant for such services;

"Daily Settlement Report" means a daily report prepared and maintained by the Bank in relation to the BOU Services;

"EDC Terminals" shall mean the electronic data capture (EDC) terminals including mobile phone based EDC terminals, GPRS based EDC terminals and any other type of EDC Terminals specified by the Bank, printers, other peripherals and accessories, including the pin entry pads and the software contained in such devices, as the same may be supplemented, replaced or modified from time to time pursuant to these terms and conditions;

"Governmental Authority" shall mean any nation or government of any province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government, including any government authority (including, without limitation, BBPCU/NPCI), agency, department, board, commission or instrumentality of India, any court, tribunal or arbitrator; and any self-regulatory organisation;

"Harmful Code" shall mean any computer code (a) designed to disrupt, disable, harm, or otherwise impede in any manner, the operation of any software or hardware; (b) that would disable any software or hardware or impair in any way its operation based on the elapsing of a period of time; (c) that would permit the Merchant or others to access without the Bank’s permission any software or hardware loaded on to the systems of the Bank (sometimes referred to as "traps", "access codes" or "trap door" devices), or any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications, or otherwise interfere with operations including any virus.

"Indian Indirect Tax" shall mean and include any and all present or future claims for tax, levy, impost, duty or other charges of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) levied or payable in respect of the Services and/ or the Service Fees and shall also include any variation or change therein, or the rates thereof, or imposition of any new or further taxes (including Goods and Services Tax), but shall not include tax on the income of any Party;

"Internet Payment Gateway" shall mean the system which is to be made available to the Merchant under the terms hereof which enables the authentication, authorisation and settlement of PG Transactions through the Payment Mechanism;

"Interactive Voice Response System" shall mean the computer equipment, network facilities, software and related equipment used from time to time for the provision of the Interactive Voice Response Services;

"Lien Marked Account" shall mean the account(s) (including a fixed deposit account) of the Merchant maintained with and lien marked in favour of the Bank;

"MCC" shall have the meaning assigned to such term in Clause 7.2 (MCC) below;

"Merchant" shall mean the merchant identified as such in the Application Form at whose request the Bank has agreed to provide the Services;

"Merchant Account" shall mean the bank account of the Merchant details whereof the Merchant has provided to the Bank on or prior to the date hereof;

"Merchant Establishment" shall mean the premises of the Merchant that are owned, leased or possessed by the Merchant and used by it to sell the Products to the Customers;

"Merchant Trademarks" shall mean and include the trademark of the Merchant’s Tradename and variations thereof, and shall further include any new variations of the said trademark, such other designs, images, artistic work, visual representation, service marks, copyright, which are designed and developed by the Merchant;

"Network Rules" shall mean the written rules, regulations, releases, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association;

"NPCI" shall mean the National Payments Corporation of India;

"OFF-US Transaction" shall mean a bill payment transaction undertaken by a Customer for which the Bank is not a COU for the Customer;

OFF-US Transaction Chargeback shall mean a requirement to repay the amounts received by the Merchant in respect of an OFF-US Transaction on the occurrence of the chargeback/ disputed events (by whatever named called) in terms of the rules, guidelines and regulations issued by NPCI/BBPCU, from time to time;

"Online Banking Facility" shall mean the facility provided by the Bank (through the Online Banking Service Provider or otherwise) to the Merchant to enable the Customers to make payments to the Merchant by an online debit to their respective Bank Accounts;

"Online Banking Service Provider" shall mean the subcontractor(s) utilised by the Bank for the purpose of providing the Online Banking Facility;

"Online Banking Transaction" shall mean the online purchase of any Products by a Customer by making payment for such Products through the Payment Mechanism using the Online Banking Facility;

"ON-US Transaction" shall mean a bill payment transaction undertaken by a Customer for which the Bank acts as the COU for the Customer as well as the BOU for the Merchant;

"ON-US Transaction Chargeback" shall mean a requirement to repay the amounts received by the Merchant in respect of a ON-US Transaction on the occurrence of the chargeback/ disputed events (by whatever named called) in terms of the rules, guidelines and regulations issued by NPCI/BBPCU, from time to time;

"Other Card" shall mean any unexpired credit card or debit card that is issued by a Card Issuing Institution designated to issue cards of any Other Card Association, provided that such card is not listed in a current warning or restricted card bulletins or notices;

"Other Card Association" shall mean any of JCB or American Express or any other card association as may be designated as an Other Card Association by the Bank, from time to time;

"Other Card Association PG Service Provider" shall mean the subcontractor(s) utilised by the Bank for the purpose of providing Other Card Association PG Transactions;

"Other Card Association PG Transaction" shall mean the PG Transactions effected utilising Other Cards, all of which transactions shall, until the Bank otherwise notifies, be processed and settled by the Bank, through the Other Card Association PG Service Provider;

"PA-DSS" shall mean Payment Application Data Security Standards set by the Payment Card Industry Security Standards Council;

"Participating Bank" shall mean the banks with which the Customers maintain their accounts from which payments are made in respect of the Online Banking Transactions;

"Payment Mechanism" shall mean:

(a) In respect of PG Transactions, the mechanism that enables the processing of payments made by Cards through the Internet Payment Gateway;

(b) In respect of Other Card Association PG Transactions, the mechanism of the Other Card Association PG Service Provider that enables the processing of payments made by the Other Cards through the internet payment gateway operated by the Other Card Association PG Service Provider (and/or the Other Card Association PG Service Provider’s agents/sub-contractors);

(c) In respect of POS Transactions, the mechanism that enables the processing of payments made by Cards through the EDC Terminals;

(d) In respect of the Online Banking Transaction, the mechanism that enables the processing of payments made using the Online Banking Facility;

(e) In respect of the UPI Transactions, the mechanism that enables the processing of payments made using the UPI Facility;

(f) In respect of an ON-US Transaction or OFF-US, the mechanism that enables the processing of bill payments made by the Customer

"PayZapp for Business" shall mean the services rendered by the Bank that enable the Merchant to send digital invoices which carry a hyperlink directing Customers to a webpage where Customers can make payment for Products purchased from such Merchant through a PG Transaction/ Other Card Association PG Transaction/ Online Banking Transaction;

"PCI-DSS" shall mean the Payment Card Industry Data Security Standards as managed and evolved from time to time by the Payment Card Industry Security Standards Council;

"PCI-PTS" shall mean the Payment Card Industry PIN Transaction Security as managed and evolved from time to time by the Payment Card Industry Security Standards Council;

"Permitted Deductions" with reference to any particular ON-US Transaction's / OFF-US Transaction's / Charge Transaction's settlement shall mean and include:

(a) the Service Fees in respect of the such transactions processed in such settlement;

(b) the Indian Indirect Tax that accrues in respect of the Service Fee referred to in (a) above;

(d) all Chargeback Monies due under Clause 4 (Chargeback) below;

(e) the amount (if any) collected from the Customer towards processing of the ON-US Transaction / OFF-US Transaction / Charge Transaction; and

(f) in case of AnyEMI Facility involving Subvention Program(s), the monies payable by the Merchant to the Bank in terms of the Subvention Program;

"PG Transaction" shall mean the purchase of any Products by the Customer by making payment for such Products through the Payment Mechanism by using a Card;

"POS Services"the services rendered by the Bank that enable the Customers of the Merchant to make payment for the purchase of Products through the Payment Mechanism by using a Card on the EDC Terminals and shall include the provision of the EDC Terminals;

"POS Transaction" shall mean the purchase of any Products by a Customer by making payment for such Products through the Payment Mechanism by using the Customer's Card on an EDC Terminal;

"Presentment Condition" shall mean the following conditions:

(a) the card presented is a Card bearing the marks of the Card Issuing Institution, a genuine hologram of the Card Association and such other details as may be stipulated by the Bank from time to time;

(b) the Card is not mutilated or altered in any way;

(d) the signature on the signature strip provided for at the back of the Card, matches the signature of the Customer;

"Products" shall mean goods and/or services offered for sale by the Merchant;

"Purchase Price" shall, with respect to any Charge Transaction, mean the total amount to be paid by the Customer for the Product purchased/availed of through such Charge Transaction;

"RBI" shall mean the Reserve Bank of India;

"Services" shall mean the provision by the Bank of the Internet Payment Gateway, the Online Banking Facility, PayZapp for Business, BOU Services, the facility of processing of Other Card Association PG Transactions, the UPI Facility and/ or the POS Services;

"Settlement Account" shall mean the account held by the Merchant with [●] bank, in which the Bank (or the BBPOU Service Provider) will deposit the Transaction Amount (less Permitted Deductions);

"Standards" shall mean the minimum performance expectations from the Merchant in respect of verifying the Authentication Information, providing the Bill Details to the Bank, updating Customer profile against the receipt of payment, turnaround time for redressal of Customer grievance, turnaround time for redressal of Customer Query, etc. the details of which are provided for in Annexure 1 hereto;

"Transaction Amount" shall mean the total amount paid by the Customer to the COU or its Agent Institution/Agent towards the bill/invoice generated by the Merchant, and collected by the Bank (less the charges, fees, if any, deducted by BBPCU in accordance with Applicable Law);

"Transaction Receipt" shall mean the receipt to be displayed by the Merchant on the Website on the successful completion of a Card Transaction which receipt shall contain such details that the Bank may require, from time to time;

"UPI Facility" shall mean the facility provided by the Bank to the Merchant on the Website to enable the Customers to make payments to the Merchant by an online debit to their respective bank accounts by utilising the unified payments interface option;

"UPI Transaction" shall mean the purchase of any Products by a Customer by making payment for such Products through the UPI Facility;

"UPI Transaction Chargeback" shall mean, a requirement to repay the amounts received by the Merchant in respect of any UPI Transaction on the occurrence of the chargeback/ disputed events (by whatever named called) in terms of the rules, guidelines and regulations issued by NPCI, from time to time;

"Website(s)" shall mean any web addresses, unique resource locators, applications, software (including mobile applications) of the Merchant (the contents of which are controlled and owned by the Merchant), which are used by the Merchant for the sale of its Products to the Customers, and in respect of which the Bank has agreed to provide the Internet Payment Gateway, Other Card Association PG Transactions, the UPI Facility and the Online Banking Facility

1.2 In these terms and conditions, unless the context otherwise requires: (a) the singular includes the plural, and vice versa and words of any gender are deemed to include the other genders; (b) references to the word "include" or "including" shall be construed without limitation; and (c) the Bank and the Merchant shall be individually referred to as a 'Party'and collectively as the 'Parties'.

API LICENSE 2.1 The Merchant shall provide the Bank and/or the BBPOU Service Provider, as may be required by the Bank, an access to its API(s) for the use of the BOU Services and in furtherance of the same, the Merchant hereby grants the Bank a non-exclusive, royalty-free, worldwide license, irrevocable until these terms and conditions are terminated, to access and use the API(s) for the BOU Services and for all rights and interests required for such use as may be necessary, to avail Services, and for related and incidental purposes in accordance with these terms and conditions (“API License”).

PROVISION OF SERVICES AND PROCESS FLOW 3.1 The Bank hereby agrees to provide to the Merchant the Services in the manner and subject to the terms and conditions contained herein.

3.2 The process that shall be followed by each of the Bank and the Merchant for the BOU Services is as follows:

(a) OFF-US Transaction (where the Merchant is connected online with the Bank)

(a) Upon the Customer providing the Authentication Information to the COU or its Agent Institution/Agent and the Bank receiving (either directly or through the BBPOU Service Provider) the same through the BBPCU, the Bank (either directly or through the BBPOU Service Provider) shall forward the Authentication Information on real time basis via API to the Merchant for verification

(b) Upon receiving the Authentication Information, the Merchant shall verify the Authentication Information and if the Authentication Information matches with the Customer’s Bill Details, the Merchant shall forward the Customer’s Bill Details (in encrypted form) to the Bank (or the BBPOU Service Provider) on real time basis via API. In case the Authentication Information does not match with the Customer’s Bill Details or if the bill is reflected as paid in the database of the Merchant, the Merchant shall issue a failure notification/message giving reason for such failure, to the Bank (or the BBPOU Service Provider) on real time basis via API.

(c) Upon receiving the Bill Details of the Customer from the Merchant, the Bank (either directly or through the BBPOU Service Provider) shall forward the same to BBPCU on real time basis

(d) Upon receiving bill payment confirmation from the COU through the BBPCU, the Bank (either directly or through the BBPOU Service Provider) shall forward the same to the Merchant via API on real time basis and the Merchant shall update the Customer’s account against the payment made and send confirmation thereof along with the Approval Reference Number to the Bank (or the BBPOU Service Provider) on real time basis via API. The Bank shall (either directly or through the BBPOU Service Provider) share the confirmation and the Approval Reference Number received from the Merchant, to the BBPCU.

(e) On successful completion of the above process, the Bank shall collect and transmit the Transaction Amount (less Permitted Deductions) to the Settlement Account (either directly or through the nodal/escrow account(s) of the BBPOU Service Provider). Provided that when the Transaction Amount is deposited to the Settlement Account without the Bank/ BBPOU Service Provider deducting the Permitted Deductions, the amount equivalent to the Permitted Deductions shall be payable by the Merchant to the Bank as Service Fees as per the terms of these terms and conditions.

(f) The Merchant shall download the advice file made available to the Merchant by the Bank (either directly or through the BBPOU Service Provider) and upload the same it in its system for reconciliation and settling the Customer’s bill account. The time/date of the bill payment made by the Customer shall be recorded as the effective date of bill payment by the Merchant.

(b) ON-US Transaction (where the Merchant is connected online with the Bank)

(a) Upon the Customer providing the Authentication Information to the Bank (or the BBPOU Service Provider) or its Agent Institution/Agent, the Bank (either directly or through the BBPOU Service Provider) shall forward the Authentication Information on real time basis via API to the Merchant for verification

(c) Upon receiving the Bill Details of the Customer from the Merchant, the Bank (either directly or through the BBPOU Service Provider) or its Agent Institution/ Agent shall collect the bill payment from the Customer and forward the payment confirmation to the Merchant via API on real time basis and the Merchant shall update the Customer’s account against payment made and send confirmation thereof along with the Approval Reference Number to the Bank (or the BBPOU Service Provider) on real time basis via API.

(d) On successful completion of the above process, the Bank shall collect and transmit the Transaction Amount (less Permitted Deductions) to the Settlement Account (either directly or through the nodal/escrow account(s) of the BBPOU Service Provider). Provided that when the Transaction Amount is deposited to the Settlement Account without the Bank/ BBPOU Service Provider deducting the Permitted Deductions, the amount equivalent to the Permitted Deductions shall be payable by the Merchant to the Bank as Service Fees as per the terms hereof.

(e) The Merchant shall download the advice file made available to the Merchant by the Bank (either directly or through the BBPOU Service Provider) and upload the same it in its system for reconciliation and settling the Customer’s bill account. The time/date of the bill payment made by the Customer shall be recorded as the effective date of bill payment by the Merchant.

(a) Upon the Customer providing the Authentication Information to the COU or its Agent Institution/Agent and the Bank receiving (either directly or through the BBPOU Service Provider) the same through BBPCU, the Bank (either directly or through the BBPOU Service Provider) shall map the Authentication Information with Customer’s Bill Details from the list of records made available to the Bank by the Merchant.

(b) In case the Authentication Information matches with the Customer’s Bill Details from the list of records made available to the Bank by the Merchant, the Bank (either directly or through the BBPOU Service Provider) shall forward the Bill Details to BBPCU on real time basis. In case the Authentication Information does not match with the Customer’s Bill Details from the list of records made available to the Bank, or if the bill is reflected as paid as per the records, the Bank (or the BBPOU Service Provider) shall issue a failure notification/message to BBPCU on real time basis.

(c) Upon receiving bill payment confirmation from the COU through the BBPCU, the Bank (either directly or through the BBPOU Service Provider) shall update the list of records made available to it by the Merchant against the payment made and send confirmation thereof along with the Approval Reference Number to the BBPCU.

(e)The Merchant shall download the advice file made available to the Merchant by the Bank (either directly or through the BBPOU Service Provider) and upload the same it in its system for reconciliation and settling the Customer’s bill account. The time/date of the bill payment made by the Customer shall be recorded as the effective date of bill payment by the Merchant.

(d) ON-US Transaction (where the Merchant is not connected online with the Bank)

(a) Upon the Customer providing the Authentication Information to the Bank (or the BBPOU Service Provider) or its Agent Institution/Agent, the Bank (either directly or through the BBPOU Service Provider) shall map the Authentication Information with Customer’s Bill Details from the list of records made available to the Bank by the Merchant.

(b) In case the Authentication Information matches with the Customer’s Bill Details from the list of records made available to the Bank by the Merchant, the Bank (either directly or through the BBPOU Service Provider) or its Agent Institution/ Agent shall collect the bill payment from the Customer and shall update the list of records made available to it by the Merchant against the payment made.

(c) In case the Authentication Information does not match with the Customer’s Bill Details from the list of records made available to the Bank, or if the bill is reflected as paid as per the records, the Bank (or the BBPOU Service Provider) shall issue a failure notification/message.

3.3 The process that shall be followed by each of the Bank and the Merchant for the Services (other than BOU Services) is as follows:

(a) PG Transactions: The Bank shall, on a Customer choosing an option to make a payment by Card and following receipt by the Bank of the Customer Information, redirect the PG Transaction for authentication and authorisation. On successful completion and receipt of authentication and authorisation, the Bank shall collect and transmit the Purchase Price (less Permitted Deductions) to the Merchant Account (either directly or through the nodal account(s) of a sub-contractor/ service provider of the Bank).

(b) Other Card Association PG Transactions: On successful completion and receipt of authentication and authorisation by the Other Card Association PG Service Provider, in respect of an Other Card Association PG Transaction, the Other Card Association PG Service Provider shall require the deposit of Purchase Price from the Card Issuing Institution through the Other Card Association, into the nodal bank account of the Other Card Association PG Service Provider. On receipt of the Purchase Price, the nodal bank with which the Other Card Association PG Service Provider maintains its nodal account shall transmit the Purchase Price (less the Permitted Deductions) to the Merchant Account.

(c) PayZapp for Business: For cases where the Merchant sends digital invoices to its Customers using PayZapp for Business, any transaction done utilising PayZapp for Business shall follow the same process as a PG Transaction, an Other Card Association PG Transaction or an Online Banking Transaction (as applicable).

(d) Online Banking Transaction: The Bank (through the Online Banking Service Provider) shall, on a Customer choosing an option to make a payment through the Online Banking Facility, redirect the Customer to the website of the relevant Participating Bank where the Customer’s Bank Account is maintained. On authentication, the relevant Participating Bank shall require the Customer to provide valid debit instructions for completing the Online Banking Transaction. On receipt of the same, the Participating Bank shall provide an authorisation to the Online Banking Service Provider and debit the Customer’s Bank Account to the extent of the Purchase Price and remit the same to the nodal bank account of the Online Banking Service Provider. On receipt of the Purchase Price, the nodal bank with which the nodal bank account of the Online Banking Service Provider is maintained shall transmit the Purchase Price (less the Permitted Deductions) to the Merchant Account.

(e) POS Transaction: On presentment of a Card, by any Customer who seeks to make payment for the purchase of any Product, the Merchant shall ensure that the Presentment Conditions are fulfilled. On fulfilment of all the conditions, the Merchant shall swipe/ dip the Card on the EDC Terminal or take such other action stipulated by the Bank for capture of details of the Card. On successful completion and receipt by the Merchant of the Chargeslip, the Bank shall collect and transmit the Purchase Price (less Permitted Deductions) to the Merchant Account (either directly or through the nodal account(s) of a sub-contractor/ service provider of the Bank).

3.4 The Merchant hereby agrees to accept payments effected by Customers utilising prepaid cards/ instruments created on or through PayZapp, being the proprietary mobile application of the Bank and any such prepaid instrument shall be a Card for the purposes of these terms and conditions.

3.5 The Bank shall (either directly or through the BBPOU Service Provider) make available to the Merchant a Daily Settlement Report in electronic form in mutually agreed formats, on the business day following the date of each ON-US Transaction or OFF-US Transaction.

3.6 The Merchant shall ensure that no Harmful Code is present in the Merchant’s systems, and that no Harmful Code is introduced into any of the Bank’s systems or devices. In case any of the Bank’s systems or devices or any Customer Information, or other data is compromised due to any Harmful Code, the Merchant shall fully indemnify the Bank for the same.

3.7 The settlement cycles for each of the Services provided in terms hereof shall be as may be specified by the Bank in writing (including by way of electronic mails), from time to time. Notwithstanding anything to the contrary contained herein, the Merchant acknowledges and agrees that the Bank enabling acceptance and processing of transactions effected using prepaid payment instruments (which prepaid payment instruments are not denominated with the mark of a Card Association/ Other Card Association) in terms hereof, will in no manner oblige the Bank to settle the funds payable in respect of transactions effected by using such prepaid payment instruments except to the extent that the Bank actually receives funds from the issuer of such prepaid payment instruments, whether directly or through one or more intermediaries.

3.8 Notwithstanding anything to the contrary contained herein, the Bank shall be entitled to refuse to process and/or withhold payment in respect of any Charge Transaction, ON-US Transaction, or OFF-US Transaction if (a) the Merchant is in breach of any of the terms contained herein; (b) the Bank has reason to believe or suspect that any Charge Transaction, ON-US Transaction, or OFF-US Transaction, is suspicious, fraudulent, contrary to Applicable Law or rules, guidelines, circulars and directions issued by the Bank; (c) the Bank, in its discretion, determines that the Chargeback to sales ratio and/ or the fraud to sales ratio in respect of the Merchant is high; or (d) the Bank so determines on an assessment of the risk involved in processing any Charge Transaction, ON-US Transaction, or OFF-US Transaction. For avoidance of doubts, it is clarified that the Bank shall not be required to pay any interest or other sum whatsoever on such amounts withheld pursuant to this Clause 3.8 (Provision of Services and Process Flow).

3.9 The Merchant may request the Bank to provide, and the Bank may in its sole discretion activate the EasyEMI Facility, the AnyEMI Facility, the Flexicurrency Facility, the Multicurrency Facility, the Cash Withdrawal Facility and/or the Interactive Voice Response Services for Customers of the Merchant and in this regard the provisions contained in Schedule II (EasyEMI Facility), Schedule III (AnyEMI Facility), Schedule IV (Flexicurrency Facility), Schedule V (Multicurrency Facility), Schedule VI (Cash Withdrawal Facility) or Schedule VII (Interactive Voice Response Services) respectively, shall be applicable. The Merchant may request the Bank to provide, and the Bank may in its sole discretion provide such other additional services as the Bank may deem fit. The Merchant agrees to do all such acts and execute all such deeds and documents as the Bank may require for the provision of such other additional service and follow any directions and/or guidelines issued by the Bank, from time to time, in relation to the additional services.

3.10 It is hereby clarified that though these terms and conditions are a consolidated agreement covering various services/ additional services, to the extent that the Merchant is not availing, and the Bank has not activated any particular service(s)/ additional service, the provisions of these terms and conditions (applicable to such service/ additional service) will not be applicable.

3.11 The Merchant acknowledges and agrees that the Bank may introduce Additional Form Factors from time to time (including those not specifically illustrated herein) and agrees to comply with any and all directions and instructions of the Bank in respect of such Additional Form Factors. The Merchant agrees and acknowledges that any Additional Form Factors which the Bank may agree to offer in terms hereof will be offered in the sole discretion of the Bank and the Merchant agrees and undertakes to bear all risks, costs and expenses in relation to the provision thereof.

CHARGEBACK 4.1 The Merchant hereby agrees that all Chargebacks shall be the sole responsibility and liability of the Merchant. The Bank may, in its sole discretion, on determining that a Chargeback event has occurred, require the Merchant to repay the amounts received by the Merchant in respect of such Card Transaction/ UPI Transaction/ ON-US Transaction/OFF-US Transaction (as the case may be) (“Chargeback Monies”) and the Merchant shall be obliged to make payment of the same and forthwith inform the Bank. Without prejudice to the obligation of the Merchant as aforesaid, the Merchant agrees and acknowledges that the Bank may recover the Chargeback Monies along with any penalty, charge, fees, etc. levied by NPCI/BBPCU on the Bank, in this regard, by either: (a) deducting the same in the manner contemplated by Clause 3 (Provision of Services and Process Flow) above; (b) deducting the same from the Lien Marked Account; (c) deducting the same from fixed deposit created in terms of Clause 13.4(b) (Term and Termination) below; or (d) deducting the same from any other account held or deposit made by the Merchant, whether jointly or singly with the Bank. 4.2 If any penalties or fines are imposed on the Bank by the Card Associations, Other Card Associations or any Governmental Authority, as a result of any act or omission of the Merchant in relation to any Chargeback, the Merchant shall indemnify the Bank in respect of the same in accordance with Clause 11 (Indemnity) below.

REFUND 5.1 The Merchant hereby undertakes that it will process all refunds (in respect of any concluded Card Transaction, UPI Transaction or Online Banking Transaction) to the Customers only through the Payment Mechanism as per the procedure stipulated by the Bank and in no other manner whatsoever. Without prejudice to the generality of the foregoing, the Merchant undertakes that it shall not make any cash refunds to the Customers (in respect of any such concluded Card Transaction, UPI Transaction or Online Banking Transaction).

REPRESENTATIONS AND WARRANTIES Each of the Parties represents and warrants to the other as follows: (a) it is duly organised, validly existing and in good standing, under the laws of the jurisdiction of its incorporation and has all the requisite power and authority to execute, deliver and perform its obligations under and comply with the terms and conditions contained herein; (b) these terms and conditions have been validly executed and delivered and constitute a legal, valid and binding obligation and the execution, delivery and performance of the obligations under these terms and conditions do not and will not contravene or breach any Applicable Law, agreement, instrument, regulation, licence or authorisation binding upon a Party or any of its assets.

MERCHANT REPRESENTATIONS, COVENANTS AND UNDERTAKINGS 7.1 The Merchant hereby represents, warrants, agrees, covenants and undertakes as under. The representations contained below are made by the Merchant on the date hereof and shall be deemed to be repeated by the Merchant on each day till the expiry or sooner determination of these terms and conditions:

(a) There are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments or decrees of any nature made, existing, or pending or, to the best knowledge of the Merchant, threatened or anticipated against it that may prejudicially affect the due performance by it of or enforceability of these terms and conditions.

(b) The Merchant shall not make any representations or warranties to any Customer or any third party or undertake any obligations which may require the Bank to undertake or be liable for, directly or indirectly, any obligation and/or responsibility to a Customer or any third party. The Merchant shall take all necessary steps and/ or precautions to ensure that the Products are not mistaken or misrepresented as being associated with and/or being offered by the Bank.

(c) The Merchant agrees and undertakes to display on the Website(s) and/ or the Merchant Establishment, such policies, notices, disclaimers, warranties and indemnities as the Bank may require, in its sole discretion, from time to time.

(d) The Merchant shall not sublet/ permit/ contract the usage of the Services to any person(s), including, without limitation, its associates, third parties and/ or franchisees.

(e) The sale of the Products by the Merchant is in compliance with Applicable Law and the Network Rules, and the Services are not utilised for the sale of any Products or class of products designated by the Bank as banned products, from time to time, which list as on the date hereof is set out in Schedule VIII (List of Banned Products) hereto.

(f) The Merchant shall ensure that it follows the requirements for the Website and protection of the Customers’ Card related information as per the Bank’s guidelines from time to time, which guidelines as on the date hereof are set out in Schedule IX (Website Requirements and Account Information Security) hereto.

(g) The Merchant shall ensure compliance with and shall act in accordance with the Applicable Law including, without limitation, the provisions of the Information Technology Act, 2000 and the applicable rules thereunder (including the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011), and shall follow the Network Rules, all rules, guidelines and directions issued by the Other Card Associations, the Bank or any Governmental Authority with reference to Charge Transactions, ON-US Transaction, or OFF-US Transaction including, without limitation, the Bank Merchant Policy.

(h) The Merchant shall not levy or seek to levy any amount towards the processing of any Card Transaction and/or otherwise seek to transfer the incidence of the merchant discount rate to the Customer, unless it has been permitted to do so under any of the extant Network Rules.

(i) The Merchant shall take all measures as directed by the Bank to ensure the integrity of the link between the Website and the Internet Payment Gateway (“Hotlink”) and that there is no breach of security in relation thereto. The Merchant shall ensure that all Customers upon accessing the Hotlink are properly directed to the Internet Payment Gateway. The Merchant shall periodically test its systems for any potential security breach.

(j) The Merchant hereby agrees and acknowledges that the Bank and/or NPCI/BBPCU (either on its own or through its subcontractors) shall be entitled to undertake verification exercises in respect of the systems, or Merchant Establishments, or Website (including, without limitation, through web-crawling, web-scraping and other means) on an on-going basis and agrees to co-operate with the Bank in this regard.

(k) The Chargeslips, Transaction Receipts, proof of delivery of the Products and other records of the Charge Transactions, ON-US Transaction and OFF-US Transaction shall be maintained by the Merchant for a period of at least 2 (Two) years from the date of the relevant Charge Transaction and shall be submitted to the Bank as and when requested by the Bank. The Bank shall be entitled to inspect such data and records relating to the Charge Transactions, ON-US Transaction and OFF-US Transaction, and take copies of or extracts from the same or any part thereof, during usual business hours of the Merchant.

(l) The Merchant shall generate and display Transaction Receipts to every Customer on completion of a Charge Transaction and shall also e-mail a copy thereof to the Customer.

(m) The Merchant shall, in respect of the Services, provide all such assistance and furnish all such information to the Bank, as may be required by the Bank, from time to time, and respond to all queries raised by the Bank, within 24 (twenty-four) hours from the time such a query is raised. In case of any delay on the part of the Merchant to provide such assistance/ information to the Bank or respond to the queries raised by the Bank, the Merchant shall be liable to pay to the Bank such penalty, charges, etc. as may be levied by NPCI/BBPCU on the Bank, due to such delay.

(n) The Merchant hereby agrees and undertakes to render all assistance and co-operation that the Bank may require to enable provision of the Services by the Bank including, without limitation, for installation of the software development kit on the Website for provision of UPI Facility as a payment option. The Merchant shall follow such security procedures and technical requirements prescribed by the Bank, from time to time.

(o) The Merchant hereby agrees and undertakes that the Customer Information provided in the course of utilising the UPI Facility (whether relating to passwords or otherwise) shall not be captured and/ or stored on the Website and the Merchant shall not be entitled to view, store, access or utilise any such Customer Information;

(p) The Merchant hereby represents that it is PCI-DSS, PCI-PTS and PA-DSS compliant and has obtained the necessary certifications in this regard. The Merchant shall ensure that it remains PCI-DSS, PCI-PTS and PA-DSS compliant during the term of these terms and conditions and shall take all actions as may be necessary for this purpose.

(q) The Merchant shall ensure that the EDC Terminals remain in their original condition (ordinary wear and tear excepted) and shall not make any modifications thereto or the application installed thereon.

(r) The Merchant shall ensure that appropriate measures are taken to protect the EDC Terminals from any damage or defect and shall ensure that the EDC Terminals are utilised solely in the territory designated by the Bank.

(s) The Merchant shall not seek to effect a Charge Transaction in favour of itself.

(t) The Merchant shall inform the Bank of the occurrence of all POS Transactions promptly and not later than 3 (Three) days from the successful completion of the POS Transaction, by following the procedure stipulated by the Bank in this regard, failing which the Bank shall be entitled to levy an additional charge of 50 (Fifty) basis points (or such other charge as may be determined by the Bank in its sole discretion, from time to time) in addition to the usual Service Fees applicable to such POS Transaction, which additional charge shall be deemed for part of the ‘Service Fees’ for the purposes of these terms and conditions.

(u) The Merchant hereby agrees and undertakes that, it shall ensure that all commitments made by it to the Customers at the time of purchase of the Products/ payment of the bill including in connection with any offer of discounts, cash back schemes or any other incentives shall be honoured and fulfilled.

(v) Any reports which may be provided to the Merchant by the Bank in relation to the Services (if any) shall be conclusive and binding on the Merchant. If the Merchant believes that any such report contains any error or discrepancy, the Merchant shall bring the same to the notice of the Bank within 7 (Seven) days of the receipt of such report.

(w) The Merchant agrees that the BOU Service provided by the Bank are dependent on the accuracy of the appropriate responses/ confirmations/ messages/ notifications received by the Bank from the Merchant from time to time and the Merchant undertakes to provide such responses/ confirmations/ messages/ notifications accurately in accordance with the terms and conditions contained in these terms and conditions, including without limitation, in accordance with the Standards.

(x) The Merchant hereby acknowledges and agrees that the once the COU issues a transaction receipt to the Customer on successful payment of the bill, the same shall be irrevocable. Upon receiving the transaction confirmation notification/message from the Bank, the Merchant hereby agrees to upload the same it in its system for reconciliation and settling the Customer’s bill account and recording the time/date of the bill payment made by the Customer as the effective date of bill payment.

(y) In case where the Merchant is connected offline with the Bank (or the BBPOU Service Provider), the Merchant shall ensure that the records made available to the Bank are updated from time to time and sent to the Bank forthwith, to reflect accurate information regarding the Customers.

(z) The Merchant acknowledges and agrees that the Merchant shall be responsible for all Customer support, including, without limitation, in respect of any query/ complaint that a Customer may raise.

(aa) The Merchant agrees that If any Customer complaint has been forwarded by the Bank to the Merchant, the Merchant shall provide to the Bank, all the requisite information and support as the Bank may require, and resolve such complaints in accordance with the Standards.

(bb) The Merchant hereby acknowledges and agrees that subject to Applicable Law, the Bank may at any time in its sole discretion delist the Merchant from BBPS for inter alia the following reasons:

(i) In case of breach of Applicable Laws by the Merchant;

(ii) In case the Merchant is wound up, or files a petition for insolvency/winding up, or a petition for insolvency/winding up is filed against it and the same is not dismissed within 30 (Thirty) days of its being filed.

(iii) In case the Merchant ceases to carry on business.

(iv) In case the Merchant has indulged in fraudulent practices in billing or collection

(v) In case of any unforeseen circumstance or contingency that compromises or jeopardizes the system.

(cc) The Merchant shall ensure that if a fraud is detected by the Merchant in relation to any ON-US Transaction or OFF-US Transaction, then the same shall be forthwith reported to the Bank, quickly and accurately.

(dd) The Merchant shall develop and maintain its systems in accordance with the technical specifications which are in compliance with Applicable Law and/ or the rules, guidelines, circulars and directions issued by NPCI/BBPCU and/ or the Bank, and the Merchant shall always be in compliance with Applicable Law and/ or the rules, guidelines, circulars and directions issued by NPCI/BBPCU.

(ee) The Merchant hereby acknowledges and agrees that in the event that the Merchant fails to comply with the terms hereof with respect to its systems: (i) the Bank shall be entitled to suspend/ terminate the provision of the BOU Services at its sole discretion in respect of such Merchant; and (ii) if any claims, damages, fines, penalties, losses, costs and expenses are incurred by the Bank due to any Merchant failing to comply with the terms hereof with respect to the systems, the Merchant shall indemnify the Bank in respect of the same in accordance with Clause 11 (Indemnity) below.

(ff) The Merchant shall provide the Bank with such details with respect to the Merchant as the Bank may require.

(gg) The Merchant shall sign and execute all necessary documents with the Bank (and/or the BBPOU Service Provider) and /or the RBI and/ or NPCI/ BBPCU as may be required to implement or facilitate the provision of the BOU Services.

(hh) The Merchant shall ensure that refunds are effected promptly and in accordance with the procedure prescribed by the Bank and Applicable Law.

(ii) The Merchant shall generate and send a unique Approval Reference Number to the Bank on completion of every ON-US Transaction or OFF-US Transaction.

(jj) The Merchant shall ensure that all the information provided by the Merchant to the Bank is true and correct and the Merchant hereby acknowledges and agrees that, on the Bank requesting the Merchant to provide KYC documents of the Merchant and/ or requiring declaration(s) from the Merchant to the effect that the relevant bank account of the Merchant is KYC compliant, the Merchant shall promptly provide such documents/ information/ declarations to the Bank.

(kk) The Merchant agrees and acknowledges that the Bank may, from time to time, as per its internal policy assign monetary thresholds/ limits on the amount of ON-US Transaction and/or OFF-US Transaction which may be processed in any particular day or other frequency. The Merchant acknowledges and agrees that the Bank shall be entitled to refuse to process any ON-US Transaction and/or OFF-US Transaction once any such limits are exceeded irrespective of whether or not such limits have been previously communicated to the Merchant.

(ll) The Merchant shall maintain all requisite records, registers, accounts and books in respect of the ON-US Transactions and/or OFF-US Transactions required to be maintained under Applicable Law and the Merchant hereby acknowledges and agrees that the Bank and/ or NPCI/BBPCU and/ or the Governmental Authorities (either on its own or through its agents/ sub-contractors/ service providers) shall have the full right to conduct an audit in this regard (including on the infrastructure, systems and application, database and security practices)

(mm) In the event that any changes are proposed to be effected by the Merchant on its systems and/ or at the Merchant Establishment which may affect the BOU Services and/ or the ability of the Bank to provide the BOU Services, the Merchant hereby undertakes to provide prior written notice to the Bank of at least 7 (Seven) days.

(nn) In the event that any enhancements are required in respect of the systems in terms of Applicable Law (including, without limitation, the rules, guidelines, circulars and directions issued by NPCI/BBPCU), the Merchant hereby agrees and undertakes to:

(i) notify the Bank in respect of any such requirement for upgradation/ modification (including the timelines for implementation of such changes) forthwith and in any event no later than 24 (Twenty Four) hours of the Merchant obtaining knowledge of such required;

(ii) do all such acts, deeds and things required to promptly and in any event within the timeline stipulated therefor under Applicable Law upgrade/ modify the systems, at its sole cost and expense, to ensure compliance with such requirements.

(oo) In the event of occurrence of any change, termination, cancellation, suspension, revocation or modification etc. of the Goods and Services Tax Identification Number (GSTIN) of the Merchant, the Merchant shall immediately inform the Bank, as to the same and keep the Bank informed from time to time regarding such changes. The Merchant agrees that, if any claims, damages, fines, penalties, losses, costs and expenses are incurred by the Bank on account of non-fulfilment of the obligations on part of Merchant as contained herein, the Merchant agrees to indemnify the Bank in accordance with Clause 11 (Indemnity) below.

(pp) The Merchant agrees and acknowledges that, if the Bank has supplied the stationery, marketing materials (with or without the Bank’s logo) & consumables including but not limited to paper rolls for EDC Terminals (hereinafter referred to as "Consumables") to the Merchant, the Merchant shall use the same only for the Services and for the purpose of arrangement contemplated under these terms and conditions and not otherwise. If the Merchant fails to adhere the obligation contained herein or misuses the said Consumables, the Bank shall be entitled to suspend the provisions of the Services or terminate the terms of these presents as per provisions of clause 13 (Term & Termination). This shall be without prejudice to any other rights available to the Bank against the Merchant including claiming the reasonable damages/costs/expenses for such non-compliance on part of the Merchant.

(qq) The Merchant shall not be entitled to use the name, logo or trademarks of the Bank in connection with the business carried out by it, except as may be expressly permitted by the Bank in writing. The Merchant further agrees and undertakes that, the Merchant shall not publish any material, communication, letter etc. sent/provided by the Bank to the Merchant (whether bearing the logo of the Bank or not), and which is intended only for the Merchant on any social media platform whether directly, or indirectly unless otherwise expressly permitted by the Bank in writing.

(rr) The Merchant shall ensure to comply with the disposal of complaints / dispute resolution mechanism / time-lines for processing refunds, in such a manner that the RBI instructions on Turn Around Time (TAT) for resolution of failed transactions issued by the RBI vide circular bearing reference number DPSS.CO.PD No.629/02.01.014/2019-20 dated September 20, 2019 (as may be amended, modified or supplemented from time to time) (“RBI Customer Grievance Circular”). The Merchant agrees and accepts to process refunds as per the aforesaid RBI Customer Grievance Circular and in the event that the Merchant fails to comply with the RBI Customer Grievance Circular including by any failure by the Merchant to adhere to the timelines provided under the RBI Customer Grievance Circular, then without prejudice to any other right and/or remedy that the Bank may have under this terms and conditions or Applicable Law, the Bank shall be entitled to require the Merchant to make payment to the Bank of such amount as is specified for such transactions in the RBI Customer Grievance Circular in order to duly compensate the Customer.

7.2 The Merchant hereby acknowledges and agrees that the Bank has provided sufficient information and explanations to the Merchant with reference to the merchant category code assigned to the Merchant (“MCC”) The Merchant agrees and undertakes that it shall not submit a Card Transaction, UPI Transaction or an Online Banking Transaction to the Bank for processing which are not within the ambit of the MCC. In the event that the Merchant submits such transactions to the Bank for processing which are not within the ambit of the MCC, the Bank shall, without prejudice to its other rights hereunder, be entitled to levy such fine in respect of such default as the Bank may deem fit.

LIMITATION OF LIABILITY 8.1 Without prejudice to any other provisions of these terms and conditions, the Bank shall not be liable to the Merchant for any loss or damage whatsoever or however caused or arising, whether directly or indirectly, in connection with the Services and/or these terms and conditions, including any loss or damage arising from: (a) Loss of data contained in the Website and/or the servers maintained by the Merchant arising directly or indirectly by use of the Payment Mechanism;

(b) Any interruption or stoppage in the Customer's access to and/or the use of the Payment Mechanism (whether on account of maintenance activities or otherwise);

(d) The Merchant not having completed all necessary verifications before proceeding to authenticate and authorise a POS Transaction.;

(e) Any inaccurate or faulty message received by the Bank from the Customer or BBPCU or the Merchant in course of processing of a ON-US Transaction or an OFF-US Transaction.

8.2 The Bank does not represent that the Payment Mechanism and/or BOU Services will be provided uninterrupted, or that it will be free from errors at all times or free from any virus or other malicious, destructive or corrupting code, program or macro.

8.3 In the performance of the Services, the Bank shall be entitled to assume that messages that originate from the Customer are deemed to be authorised by the Customer and all the information contained in any such messages is true and accurate.

8.4 The Parties hereby acknowledge and agree that the cumulative liability of the Bank to the Merchant arising out of or as a result of these terms and conditions, whether under terms hereof or under Applicable Law, shall at no point in time exceed the Service Fees paid by the Merchant to the Bank during the period of 6 (Six) months (or such shorter period during which these terms and conditions have been in force) immediately preceding the date on which any claim is made.

8.5 The Merchant hereby agrees and acknowledges that the BOU Services, Online Banking Facility and the Other Card Association PG Transactions are services which are provided by the Bank to the Merchant based on the request of the Merchant, and the efficiency and efficacy of such service or its delivery shall depend upon the BOU Service Provider, Online Banking Service Provider and the Other Card Association PG Service Provider (as the case may be). The Merchant hereby further agrees and acknowledges that the Bank does not undertake any liability or any obligation in respect of the BOU Service Provider, Online Banking Service Provider and the Other Card Association PG Service Provider, and accepts no responsibility for any reports, statements or any other details provided to the Merchant in respect of the BOU Services, Online Banking Facility or the Other Card Association PG Transactions.

DATA SECURITY 9.1 The Merchant shall maintain such administrative, technical and physical safeguards and such processes, procedures and checks to secure the information which is received from any Customer in relation to a Charge Transaction, ON-US Transaction, OFF-US Transaction (“Customer Information”) as may be required under Applicable Law and/or industry standards or regulations issued by any Governmental Authority, any Card Association and/or any Other Card Association, 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. 9.2 The Merchant covenants that it shall take appropriate technical and organisational measures: (a) to protect the security and confidentiality of the Customer Information in the Merchant’s possession; (b) to ensure protection against any anticipated threats or hazards to the security and confidentiality of the Customer Information; (c) to protect against unauthorised access to, use of or modification of the Customer Information or associated records (whether stored in the systems of the Merchant or on the Hotlink); and (d) to ensure the proper and secure disposal of such data. The Merchant shall ensure that only authorised personnel bound by adequate confidentiality obligations shall have access to the Customer Information and strictly on a ‘need to know’ basis.

9.3 The Merchant shall adopt adequate encryption and security measures to prevent any hacking of/unauthorised access/alteration to the Customer Information, systems of the Merchant or the EDC Terminals.

9.4 The Merchant shall in respect of the Customer Information: (a) comply with any reasonable request/ instruction made or direction given by any authorised personnel of the Bank; (b) use the Customer Information only for the purposes of fulfilling its obligations under these terms and conditions and not retain the same for any longer than is necessary for these purposes; (c) ensure that the Customer Information is not co-mingled with the other data held by the Merchant; (d) ensure that the Customer Information is not transferred outside India, or allow persons outside India to have access to it; and (e) take all reasonable steps to ensure the reliability of the personnel which will have access to any Customer Information and ensure that the personnel of the Merchant (or of any of the Merchant’s subcontractors) who access the Customer Information give a written undertaking not to access, use, disclose or retain the Customer Information except in performing their duties of employment.

9.5 The Merchant shall report any breach of this Clause 9 (Data Security), all violations or breach of information security, control processes and checks of the Merchant and all suspected security events immediately to (a) the Bank’s Information Security Group at security.incident@hdfcbank.com, or such other e-mail address as the Bank may, from time to time, stipulate; and (b) the concerned representatives and employees of the Bank which interact with Merchant in respect of the Services.

9.6 The Merchant shall be solely liable for any breach of security, compromise, theft, modification and/or corruption of the Customer Information which occurs at the time when (each a “Data Compromise Event”): (a) the Customer Information is stored whether permanently or temporarily on the systems of the Merchant; (b) the Customer Information is being transferred from the systems of the Merchant to the systems of the Bank (or its agents/ sub-contractors) (c) the Customer Information received by the Merchant during the course of a Charge Transaction is transferred by the Merchant to the Customer concerned; irrespective of whether the Data Compromise Events were the direct or indirect result of any act or omission of the Merchant.

9.7 For the purpose of this Clause 9 (Data Security), all references to the term ‘Merchant’ shall include any employee, agent, subcontractors and representatives of the Merchant.

INTELLECTUAL PROPERTY RIGHTS 10.1 The Merchant hereby grants to the Bank a non-exclusive, non-transferable, royalty-free license to use the Merchant Trademarks for the purposes of provision of Services by the Bank. 10.2 Notwithstanding anything to the contrary above, the Bank’s Trademark and the Bank’s Tradename is solely the Bank’s Intellectual Property Right, and these terms and conditions or any other document in relation thereto, shall not be construed to giving any right, title, or interest in relation to such trademark to the Merchant or to any other party and any defacement or infringement of the Bank’s Intellectual Property Rights shall be indemnified by the Merchant to the Bank.

INDEMNITY 11.1 11.1.The Merchant expressly and unequivocally agrees to and hereby does indemnify, save, defend and hold harmless the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives, successors and assigns of, from and against all, direct and indirect, claims, damages, fines, penalties, losses, costs and expenses, including attorneys’ fees incurred by the Bank in respect of or in the course of performing its obligations under these terms and conditions or otherwise incurred as a result of entering into these terms and conditions including without limitation in the following cases: (a) the Merchant’s breach of these terms and conditions including any representation, warranty or covenant made/ undertaken by it under these terms and conditions; (b) the Merchant’s breach of Applicable Law and/or Network Rules; (c) any claim made or proceeding commenced by any Customer against the Bank, in relation to or in connection with the Services and/or any Charge Transaction; (d) the Merchant’s wilful misconduct or gross negligence in connection with these terms and conditions; (e) as a result of faulty, inaccurate or unauthorised information having been provided to the Bank by the Customers and/or the Merchant; (f) as a result of use of the EDC Terminals in contravention of the terms and conditions provided for in these terms and conditions or any directions provided for by the Bank from time to time; and/ or (g) on the occurrence of any Data Compromise Events.

SERVICE FEES 12.1 In consideration of the provision of the Services, the Merchant shall pay the fees, charges and other sums stipulated in the Bank Fee Letter and/ or the Application Form (“Service Fees”). The Bank reserves the right to revise the Service Fees from time to time, which amended Service Fees shall be effective upon the Bank giving the Merchant 30 (Thirty) days’ notice in writing. The Merchant hereby authorises the Bank and the Bank shall be entitled to recover the Service Fees attributable to and/ or payable in respect of the BOU Services or a particular Charge Transaction, or ON-US Transaction, or OFF-US Transaction by deducting the same as a Permitted Deduction or by deducting the same from any other account held or deposit made by the Merchant, whether jointly or singly, with the Bank.

TERM AND TERMINATION 13.1 The term of these presents will commence on the date of these presents and shall continue unless terminated earlier in accordance with these presents.

13.2 The Bank may terminate these presents, without assigning any reason, by giving the Merchant a prior written notice of 30 (Thirty) days. The Merchant may terminate these presents, without assigning any reason, by giving the Bank a prior written notice of 60 (Sixty) days.

13.3 Notwithstanding anything to the contrary contained in Clause 13.2 (Term and Termination) above, the Bank shall be entitled to terminate these presents forthwith or with a shorter notice period in cases where the Bank reasonably determines that such termination is warranted, for e.g. breach of any term or condition contained herein by the Merchant, insolvency proceedings against the Merchant, the Chargeback to sales ratio and/ or the fraud to sales ratio of the Merchant is high (in the sole opinion of the Bank) or the Bank determines that the continuance of these terms and conditions shall cause harm to its reputation.

13.4 Upon the expiry or sooner determination of these presents:

(a) the Merchant shall forthwith hand over to the Bank possession of all documents, materials, guidelines or other writings (including any copies thereof), the EDC Terminals (where applicable) and any other property belonging to the Bank that was provided by the Bank to the Merchant;

(b) the Merchant shall create: (i) a fixed deposit with the Bank, lien marked in the Bank’s favour, for an amount equal to 1% (One percent) of the gross sale amount in the month with the highest Card Transaction Chargeback to sales ratio in the 6 (Six) months preceding the month of determination; and (ii) a fixed deposit with the Bank, lien marked in the Bank’s favour, for an amount equal to 1% (One percent) of the gross sale amount in the month with the highest UPI Transaction Chargeback to sales ratio in the 6 (Six) months preceding the month of determination. Such deposits shall be created for a term of 180 (One Hundred and Eighty) days and the Bank shall be entitled to appropriate the monies lying in such fixed deposit accounts (by prematurely redeeming such deposit to the extent required) towards any Chargebacks which arise. The Merchant hereby authorises and instructs the Bank to debit any account held by such Merchant with the Bank for the creation of the aforesaid fixed deposits when required in terms of this Clause 13.4 (b) (Term and Termination).

13.5 In the event that these terms and conditions are terminated , then without prejudice to the rights available to the Bank in terms of these terms and conditions and/ or under Applicable Law, the Merchant agrees and authorises the Bank to block and mark a hold over the funds in any account held by the Merchant with the Bank and/or any future settlements of the Merchant including, without limitation, for a period of (180) days or until all amounts due or future liability so arise from the Merchant are paid in full to the Bank.

SET-OFF AND LIEN 14.1 Notwithstanding anything to the contrary in these presents or any other document/ arrangement: (i) in respect of all and any of the Merchant’s present and future liabilities to the Bank, whether under this document or under any other obligation/ loan/ facilities/ borrowings/ document, whether such liabilities are/ be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether as principal debtor and/ or as guarantor and/ or otherwise howsoever (collectively “Liabilities”), the Bank shall in addition to any general lien or similar right to which it as a banker may be entitled by law, practice, custom or otherwise, have a specific and special lien on all the Merchant’s present and future stocks, shares, securities, property, book debts, all moneys in all accounts whether current, savings, overdraft, fixed or other deposits, held with or in custody, legal or constructive, with the Bank, now or in future, whether in same or different capacity of the Merchant, and whether severally or jointly with others, whether for any banking relationship, safe custody, collection, or otherwise, and (ii) separately, the Bank shall have an express right to, without notice to and without consent of the Merchant, set-off, transfer, sell, realise, adjust, appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Bank’s discretion), securities, amounts and property as aforesaid (whether earmarked for any particular Liability or not) for the purpose of realising or against any of dues in respect of any of the Liabilities and to combine or consolidate all or any of accounts of the Merchant and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon any default in payment of any part of any of the Liabilities when due in terms of such documents.

GOVERNING LAW AND JURISDICTION 15.1. These terms and conditions shall be governed by, and construed in accordance with, the laws of India and subject to Clause 15.2, 15.3 and 15.4 below, the courts/tribunals at Mumbai, India shall have exclusive jurisdiction on the subject matter of this Agreement and both the Parties hereto submit to the same.

15.2. In the event of any dispute, difference of opinion and/or claims between the Parties arising out of or in connection with these terms and conditions or with regard to performance of any obligations by either Party, the Parties hereto shall use their best efforts to resolve and settle such disputes or differences of opinion or claims amicably by mutual negotiation, within 15 (Fifteen) days from the date of receipt of communication of such dispute, difference or claim from disputing Party.

15.3. In case the disputes or differences or claims are not settled amicably as provided in Clause 15.2 above, such disputes, differences and/or claims shall be referred to the arbitration of a sole arbitrator to be appointed by the Parties mutually, which arbitration shall be held at Mumbai, India or subject to Applicable Law, such other place as may be determined by the Bank, and shall be governed by the Arbitration and Conciliation Act, 1996 as may be amended, or its re-enactment. In case of failure in appointment of the sole arbitrator as above, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English language. The award passed by the arbitral tribunal shall be final and binding on the Parties. The cost of such arbitration shall be borne by the losing Party or otherwise as determined in the arbitration award. If a party is required to enforce an arbitral award by legal action of any kind, the party against whom such legal action is taken shall pay all reasonable costs and expenses and attorney’s fees, including any cost of additional litigation or arbitration taken by the party seeking to enforce the award.

15.4. Notwithstanding anything contained in this Clause 15 (Governing Law and Jurisdiction), in the event that the Bank is under Applicable Law bound to refer/ raise any dispute or difference under these terms and conditions before any Debts Recovery Tribunal established under the Recovery of Debts and Bankruptcy Act, 1993, such Debts Recovery Tribunal shall have exclusive jurisdiction over such dispute, difference or claim and the same shall not be referred to arbitration under Clause 15.3 above.

OWNERSHIP OF CUSTOMER INFORMATION The Bank shall have the sole ownership of all rights, title and interest in Customer Information, including data provided by the Customer in the course of utilising the Payment Mechanism, at all times.

CONFIDENTIALITY AND DISCLOSURE OF INFORMATION 17.1 Both Parties hereto shall protect all confidential information of the other Party which is in its possession. The Merchant shall not be entitled to store, access, utilise or disclose: (a) any Customer Information and/or information which may be provided by the Customer in the course of utilising the Payment Mechanism (whether relating to passwords or otherwise); (b) the technology or software comprised in the Internet Payment Gateway, except to the extent permitted in these terms and conditions. In particular, the Merchant shall not reverse engineer, decompile, disassemble or tamper with any software comprised in the Payment Mechanism and/ or the software development kits provided in relation to the UPI Facility or make any attempt to do so.

17.2 Notwithstanding anything to the contrary contained herein, the Merchant hereby agrees and authorises the transfer by the Bank of any information relating to the Merchant to and between the branches, subsidiaries, representative offices, affiliates, representatives, auditors, sub-contractors, service providers and agents of the Bank wherever situated, for confidential use. The Bank will also be entitled at any time to disclose any and all information concerning the Merchant within the knowledge and possession of the Bank to any party in connection with the Services provided by the Bank. In addition, the Merchant hereby agrees and gives consent for the disclosure by the Bank of all or any such information and data relating to the Merchant, any Service availed of/ to be availed by the Merchant, and default, if any, committed by the Merchant in discharge of its obligation to make payment of the Service Fees, as the Bank may deem appropriate and necessary, to the RBI or any credit information company and/ or any other agency authorised in this behalf by the RBI.

17.3. Confidential information will not include any information that: (a) is or becomes generally known to the public through no fault or breach of these terms and conditions by the receiving party; (b) the receiving party can demonstrate by written evidence, was rightfully in the receiving party’s possession at the time of disclosure, without an obligation of confidentiality; (c) is independently developed by the receiving party without use of or access to the disclosing party’s Confidential information; (d) the receiving party has rightfully obtained such information from a third party without having any duty of confidentiality in respect thereof and/or restriction on its use or disclosure; or (e) is required under Applicable Law or by any Governmental Authority, Card Association or Other Card Association. This Clause 17 (Confidentiality) shall survive the expiry or termination of these presents.

MISCELLANEOUS 18.1 Amendments: These terms and conditions may be amended by the Bank by provision of a notification, in writing, to the Merchant. 18.2 No Partnership: Nothing contained herein shall constitute or be deemed to constitute a partnership between the Parties, and no Party shall hold itself out as an agent for the other Party, except with the express prior written consent of the other Party. In particular the Merchant shall not be entitled to use the name, logo or trademarks of the Bank in connection with the business carried out by it, except as may be expressly permitted by the Bank in writing.

18.3 Waiver: Waiver of any breach of any provision of these terms and conditions shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorised representative of the waiving Party.

18.4 Severability: If any provision of these terms and conditions is invalid, unenforceable or prohibited by law, these terms and conditions shall be considered divisible as to such provision and such provision shall be inoperative and shall not be part of the consideration moving from either Party hereto to the other, and the remainder of these terms and conditions shall continue to remain valid, binding as though such provision was not included herein.

18.5 Force Majeure: The Bank shall not be liable for any failure or delay in its performance under these terms and conditions due to acts of God, acts of civil or military authority, fires, epidemics, floods, earthquakes, riots, sabotage or destruction of production facilities, systems failure, technical mishaps, hacking, internet disruptions, loss of data, communications failure, strikes, work stoppages or other industrial disputes.

18.6 Expenses: All costs and expenses (including legal costs) incurred in connection with the execution of these presents shall be borne solely by the Merchant.

18.7 Subcontractors: The Merchant agrees and confirms that the Bank may, for the performance of the Services (or any part thereof) (including for the avoidance for doubt, any additional services) and its obligations under these terms and conditions utilise such third party subcontractor(s)/ service providers as it may deem fit.

18.8 Non Exclusive Arrangement: Nothing contained in these terms and conditions shall be construed as prohibiting the Bank from providing the Services to any person, including competitors of the Merchant.

18.9 Survival: Notwithstanding the termination or suspension of these terms and conditions for any reason and notwithstanding anything to the contrary in these terms and conditions, the rights and obligations of the Parties under these terms and conditions that by their nature survive the termination or that are specified to survive termination of these terms and conditions shall not be extinguished by termination of these terms, including the provisions of Clause 7 (Merchant Representations, Covenants and Undertakings), Cause 8 (Limitation of Liability), Clause 9 (Data Security), Clause 11 (Indemnity), Clause 13 (Termination and Termination), Clause 15 (Governing Law and Jurisdiction), Clause 17 (Confidentiality and Disclosure of Information) and Clause 18.10 (Notices), which shall continue to survive any termination of these terms and conditions.

18.10 Notices (a) All notices, approvals, instructions, demand and other communication given or made under ese terms and conditions (except for the communications shared via API for the purpose of providing the BOU Services) shall be in writing and may, subject to Clause 18.10 (b) (Notices) below, be given by facsimile, electronic mail, personal delivery or by sending the same by pre-paid registered mail addressed to the relevant Party at its address, facsimile number or email set out in Application Form hereto (or such other address, facsimile number or email as the addressee has by 5 (five) days’ prior written notice specified to the other Party).

(b) Any notice, approval, instruction, demand or other communication so addressed to the relevant Party shall be deemed to have been delivered (i) if given or made by registered mail, 5 (five) days after posting; (ii) if given by personal delivery, at the time of delivery; (iii) if given or made by facsimile, upon receipt of a transmission report confirming dispatch; and (iv) if given or made by email, upon sending of the email by the Party. Provided that any notice sent by facsimile transmission or email to the Bank, for the same to be effective, the same shall be immediately on the same day followed by a physical copy of the notice sent by the Merchant by a reputable overnight courier or registered A.D postage prepaid.

SCHEDULE I CARD TRANSACTION CHARGEBACK EVENTS The following situations shall be Card Transaction Chargeback events for the purposes of these terms and conditions:

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

Any charge/debit on a Card for a Product in an amount in excess of the price of that Product stated on the Website concerned.

Any charge/debit on a Card for a Product which remains undelivered after the time for delivery stipulated on the Website concerned.

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

Any other events or circumstances under which a Chargeback for a Card Transaction is required to be effected under the Network Rules.

The Card Transaction is for any reason unlawful or unenforceable.

Any transaction made through a Card outside the territory authorised for the use of the Card.

Any information presented electronically to the Bank in respect of the Card Transaction is not received in accordance with the Bank's requirements from time to time.

The goods and/or services covered by the transaction are rejected or returned or the transaction or part thereof, is validly cancelled or terminated by a Customer or if the Merchant fails to provide at all or to the Customer satisfaction, goods and/or services to the Customer.

The Customer disputes the nature, quality or quantity of the goods and/or services covered by the Card Transaction.

The Customer disputes or denies the transaction or the sale or delivery of goods and/or provision of services covered by the transaction with reasons.

Transaction is posted more than once to the Customer's account.

The transaction is doubtful or erroneously paid to the Merchant.

SCHEDULE II EASYEMI FACILITY In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide to the Merchant the following services, to enable the provision to the Customers who hold a credit card issued by the Bank, the option of effecting a POS Transaction or a PG Transaction, by availing of credit facilities (the provision of which will be subject to the Bank’s sole and absolute discretion) from the Bank, whereby the Purchase Price transmitted by the Bank to the Merchant shall be repayable by the Customer to the Bank in equal monthly instalments together with interest and other charges (“EasyEMI Facility”). It is clarified that, the option of effecting a PG Transaction by availing the EasyEMI Facility shall be available only in the event that the minimum value of such transaction is Rs. 3,000/- (Rupees Three Thousand only) or such other threshold as may be stipulated by the Bank, from time to time.

The Merchant hereby agrees and undertakes that the Merchant shall display at the Merchant Establishment and the Website, such materials and information and do all such acts, deeds and things, as the Bank may require in respect of the EasyEMI Facility. The Merchant additionally agrees to inform every Customer seeking to avail the EasyEMI Facility of all charges, process and commercials applicable in relation thereto, prior to the effecting of the relevant POS Transaction/ PG Transaction.

The Merchant confirms and undertakes that the invoices in respect of sale of the Product(s) shall be raised for the entire Purchase Price net off any discounts or offers made available to the customer. It is clarified that the Merchant shall not be entitled to charge customers any fees, charges, expenses or other costs, whatsoever, for use of the EasyEMI Facility.

The Merchant shall utilise the EDC Terminal provided for the EasyEMI Facility exclusively for processing and settlement of POS Transactions which are sought to be effected by a Customer seeking to avail the EasyEMI Facility. In addition, the Merchant shall not use another EDC Terminal for the processing and settlement of POS Transactions which are sought to be effected by availing the EasyEMI Facility.

SCHEDULE III ANYEMI FACILITY In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide to the Merchant the following services, to enable the provision to the Customers who hold a Card issued by any Card Issuing Institution (determined by the Bank in its sole discretion), the option of effecting a POS Transaction/ PG Transaction, by availing of credit facilities from the Card Issuing Institution (the provision of which will be subject to the relevant Card Issuing Institution’s sole and absolute discretion), whereby the Purchase Price transmitted by the Bank to the Merchant shall be repayable by the Customer to the Card Issuing Institution in equal monthly instalments together with interest and other charges ("AnyEMI Facility").

It is clarified that Clause 2, Clause 3 and Clause 4 of Schedule II (EasyEMI Facility) are incorporated by reference herein and shall mutatis mutandis apply to this Schedule III (AnyEMI Schedule).

Where the Merchant is desirous of offering discounts, cash back schemes or any other incentives to the Customers in respect of the AnyEMI Facility (“Subvention Program”), the specific terms related to individual Subvention Programs shall be mutually agreed upon by the Parties, in writing (including by way of electronic mails). The Merchant hereby agrees and acknowledges that it shall make payment of any and all amounts payable by the Merchant in terms of the Subvention Program. Without prejudice to the aforesaid obligation of the Merchant, the Bank shall be entitled to deduct all such amounts as Permitted Deductions.

SCHEDULE IV FLEXICURRENCY FACILITY In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to enable the provision to the Customers of the option to make payments in favour of the Merchants in currencies other than Indian Rupees (as determined by the Bank, from time to time, in its sole discretion) (“Flexicurrency Facility”).

The Merchant hereby agrees and undertakes to submit the transactions effected by utilising the Flexicurrency Facility to the Bank for settlement and payment on daily basis. The Merchant agrees and acknowledges that the Bank will pay the Merchant the aggregate amount of the Transactions and process refunds, in respect of all such transactions effected utilising the Flexicurrency Facility which have been submitted for settlement by the Merchant, solely in Indian Rupees. The Merchant shall provide the Bank with any information or assistance which may be required by the Bank to enable the Bank to process chargebacks and refunds in relation to the Flexicurrency Facility.

The exchange rate will be made available to the Merchant by the Bank at the time of a Customer effecting a POS Transaction/ PG Transaction by utilising the Flexicurrency Facility. The Bank may, at its sole discretion, change the exchange rate used by the Bank for any currency at any given point of time.

The Merchant hereby agrees and acknowledges that the Bank shall not be held liable in the event of a failure/delay to process payments in respect of the Flexicurrency Facility as a result of:

the amendment, modification or mistreatment of the software provided to the Merchant by the Bank for the Flexicurrency Facility;

the Flexicurrency Facility being effected by any software, hardware and/or networks not supplied or not verified by the Bank;

operating errors or negligent conduct on the part of the Merchant or its staff and employees, or any third party; or

any defect in the Flexicurrency Facility, which has not been caused directly by the Bank.

SCHEDULE V MULTICURRENCY FACILITY In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide the Merchant (assuming such Merchant is eligible under Applicable Law to open an exchange earners’ foreign currency account as required in paragraph 2 below) with the option of settlement of the Purchase Price (less Permitted Deductions) paid by the Customers in respect of PG Transactions in certain authorised currencies (as stipulated by the Bank, from time to time, in its sole discretion) (“Multicurrency Facility”).

The Merchant shall open an exchange earners' foreign currency account with the Bank prior to the Bank activating the Multicurrency Facility.

The exchange rate used by the Bank on a Business Day for all the authorised currencies shall be the inter-bank rate as stipulated by the Bank, from time to time. The Merchant acknowledges and agrees that Bank is entitled to amend this rate from time to time at its sole discretion. The rate applicable for any transaction which is processed on any day which is not a Business Day shall be the rate which was applicable on the immediately preceding Business Day.

For the purpose of this Schedule V (Multicurrency Facility), the term “Business Day” shall mean any day of the week (excluding Saturdays, Sundays and any day which is a public holiday for the purpose of Section 25 of the Negotiable Instruments Act, 1881 (26 of 1881)) on which banks are open for general banking business in Mumbai and “Business Days” shall be construed accordingly.

SCHEDULE VI CASH WITHDRAWAL FACILITY In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to permit the Merchant to offer its customers (whether or not such customer seeks to purchase Products) the facility of withdrawing cash (in INR) at the EDC Terminal against valid debit cards issued in India or such other card as may be prescribed by the RBI and the Bank, from time to time (“Cash Withdrawal Facility”). The Merchant agrees that Cash Withdrawal Facility shall not be available in respect of any cards other than valid debit cards and any other types of cards specified by the Bank to the Merchant in writing.

The Merchant agrees that the maximum amount which can be withdrawn by any customer on a particular day utilising the Cash Withdrawal Facility shall be the lower of the amounts prescribed by the Bank and the amounts prescribed under Applicable Law by the Reserve Bank of India, from time to time.

The process flow for processing and settlement of the POS Transactions shall apply mutatis mutandis in respect of a customer availing the Cash Withdrawal Facility and the amounts to be settled in favour of the Merchant shall be deemed to be part of the settlement cycle. The Merchant shall not consolidate details of monies withdrawn by a customer utilising the Cash Withdrawal Facility together with details of other POS Transactions and each class of transaction shall be separately and distinctly indicated on the relevant Chargeslip(s).

Where a customer only uses the Cash Withdrawal Facility and no POS Transaction is effected, the Merchant shall ensure that the relevant Chargeslip clearly reflects this and does not expressly or impliedly reflect the purchase of a Product.

The Merchant shall not be entitled to charge customers any fees, charges, expenses or other costs, whatsoever, for use of the Cash Withdrawal Facility.

The Merchant shall ensure that the cash is provided to the customer concerned in genuine currency and will be solely responsible and liable in case it dispenses any counterfeit currency. The Merchant agrees and undertakes that the Bank shall not be liable for any dispute arising between the Merchant and the customer in respect of the Cash Withdrawal Facility.

The Merchant hereby agrees that the no refunds can be made in respect of the Cash Withdrawal Facility and accordingly, Clause 5 (Refund) of the terms and conditions shall not be applicable for any withdrawals permitted by the Merchant under the Cash Withdrawal Facility.

SCHEDULE VII INTERACTIVE VOICE RESPONSE SERVICES In consideration of the payment by the Merchant of the Services Fees, the Bank hereby agrees to provide the Merchant the ability to accept information or data (including Card related information) from the Customers in respect of Card Transactions through the telephone by use of the Interactive Voice Response System (“Interactive Voice Response Service”).

In the performance of the Interactive Voice Response Services, the Bank shall be entitled to assume that:

all information provided by any Customer to the Interactive Voice Response System is true, complete and accurate;

the details provided by each Customer to the Interactive Voice Response System relate to a Card issued in the name of the Customer;

the transaction for which the Customer has submitted data to the Interactive Voice Response System is not of a fraudulent or unauthorised nature,

and the Bank shall not be liable for any losses or damages caused to any person whatsoever as a result of any such information/ transactions being inaccurate, unauthorised or fraudulent.

SCHEDULE VIII LIST OF BANNED PRODUCTS Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services.

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

Body parts which includes organs or other body parts.

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

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

Child pornography which includes pornographic materials involving minors.

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

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

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.

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

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

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

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

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

Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, watomites, or other protected property.

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

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

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

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

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

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

Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants, chemical/industrial solvents, government uniforms, car titles 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.

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

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

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

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

Wholesale currency which includes discounted currencies or currency exchanges.

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

Multi Level Marketing collection fees.

Matrix sites or sites using a matrix scheme approach.

Work-at-home information.

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.

SCHEDULE IX WEBSITE REQUIREMENTS

Complete description of goods and services 1.1. The Merchant must provide a complete description of its goods or services. For example, if selling electronic goods, the Merchant must state voltage requirements, which vary around the world. 1.2. Since communication with a Merchant is not always possible using the Website, Merchants must display a Customer service contact telephone number or e-mail address. The Customers can, therefore, contact the Merchant to ask questions about their transaction.

Return, Refund and Cancellation Policy 2.1. AMerchant must provide sufficient details of their return, refund, and cancellation policy clearly on the Website to inform Customers of their rights and responsibilities, for example, in case they need to return goods. 2.2. If the Merchant has a limited or no refund policy, this must be very clearly communicated to Customers before the purchase decision is made, to prevent misunderstanding and disputes.

Delivery Policy 3.1. In the event that any Merchants is unable to support delivery of goods worldwide and restricts sales to within their own country or to a limited number of countries, based on delivery experience or import and export regulations, the same shall be communicated on the Website explicitly stating the countries and regions where delivery of goods can be made.

Transaction Currency or Currencies 4.1. Since the electronic commerce Merchant's customer base is worldwide, it is important that the Customer is made aware of the transaction currency before the Customer proceeds to purchase. The currency should be clearly stated, including the country name when the name of the unit of currency is not unique. For example, a dollar can be an Australian dollar, a New Zealand dollar, a Hong Kong dollar, a U.S. dollar and so on.

Additional items that ideally should be included on a Merchant's Website 5.1. Privacy statements

5.2. Identifiers that easily match the Website to the trade name of the Merchant.

5.3. A statement encouraging Customers to retain a copy of the transaction record.

ACCOUNT INFORMATION SECURITY

The Merchant shall, at a minimum, adopt the following security related requirements for protecting the Customers' Card and bank account related information: 1.1. Provide multiple security measures to protect Customer Information databases, so that a failure of any one security control will not result in unauthorised disclosure of Customer Information or any account and transaction information.

1.2. Implement controls, such as protecting the domain name server with firewalls and router security functions, so that the Customer's internet sessions cannot be re-directed to an unauthorised website thereby preventing the Customer from unknowingly disclosing confidential information, such as user id/password and/or his account number.

1.3. All communication between the Customer and the Merchant that includes Customer Information, authentication, account, or transaction information must be secured in tune with the prevailing cryptographic standards.

1.4. Databases containing the Customers' Card or bank account related information are only accessible through tested web interfaces designed for Customers. Static passwords do not provide adequate security for system, database, or application administrative access over the internet to Customer databases.

1.5. Web application software must never allow the Customer to enter unrestricted system or database commands and it must never fail in a fashion that allows entering of unrestricted system or database commands.

1.6. Merchant's customer support functions shall only originate from approved networks and computers.

1.7. Develop network access controls that prevent the system that hosts the Customer database from being directly addressed from the Internet.

1.8. Do not open or run e-mail attachments or other unknown files on the web or database servers from unknown sources. Do not use the web or database servers as browsers to view other websites.

1.9. Secure the account number by:

(a) Using current cryptographic standards (preferably hardware which secures the cryptographic keys), if the account number must be decrypted on a computer system that can be addressed from the internet.

(b) Use cryptographic hardware or software meeting current standards, if the account number can only be decrypted on devices not accessible from the internet.

(d) Changes to (i) security controls, (ii) hardware that implements security controls, or (iii) software that implement security controls for account and transaction information must be tested, prior to implementation, on a computer system at does not contain account and transaction information and is not accessible from the internet.

(e) After changes to security controls, hardware that implements security controls, and software that implements security controls for account and transaction information are implemented, testing must be completed to ensure that the appropriate security controls remain in effect.

SCHEDULE OF CHARGES – POINT OF SALE TERMINAL

All terms herein are applicable to all merchants availing HDFC Bank’s Merchant Acquiring Services. The below schedule are in addition to and are to be read along with the terms and conditions of the Merchant agreement of the Bank. The below mentioned charges will supersede the charges communicated earlier & will be applicable with effect from April 1, 2020.

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Note

The schedule of charges is subject to change

All relevant Government Taxes, applicable on all fees, interest and other charges and is subject to change, as per relevant regulations of the Government of India.

POS Exceptions to (B) Charges and © (1)

State/ Central Government merchants and Public Sector Owned Fuel and Gas merchants

Military, CSD Canteens, Army Officers & Canteen Merchants

The low usage charges would be levied till the Terminal is surrendered to the bank & in case of PG merchants, the online Terminal ID must be de-activated

Any discrepancy or issues with Monthly Payment Report, Pricing, Charges, Fees, or any other Transaction related matter needs to be notified to the Bank within 30 days of the receipt of such report.

Service Charge will be levied for all terminal models

DECLARATION

I/ we hereby expressly acknowledge and confirm that I/ we have carefully read the above terms and conditions and the schedules thereof (which I/ we have fully understood) and hereby agree, undertake and accept the aforesaid terms and conditions.

DEFINITIONS AND INTERPRETATION 1.1 Unless there is anything in the subject or context inconsistent therewith, the capitalised terms listed below shall have the following meanings: "Additional Form Factors" " shall mean QR code, tap and go, sound technology, near field communication based payments and such other additional form factors and/or technological solutions for capture of card information in the EDC Terminal for card present transactions and such form factors and/ or technological solutions for capture of card information for card not present transactions, as the Bank may specify from time to time;