MERCHANT SERVICE AGREEMENT

This MERCHANT SERVICE AGREEMENT ("Agreement") is made and executed

BETWEEN

Company name (CIN, PAN) partnership/sole proprietorship/an entity incorporated under the laws of India/a company incorporated under the Companies Act, 1956, or Companies Act, 2013 (as applicable), having its registered office at Company's register address, India (hereinafter referred to as "Merchant” which expression shall, unless repugnant to the subject or context shall mean and include its successors and permitted assigns) which has sought to use Paysharp's services of the Second Part.

AND

Paysharp Private Limited ("Paysharp"), a company incorporated under the Companies Act, 2013, having its registered office at 1st floor, #83, 2nd street, Sowmiya Nagar, Perumbakkam, Chennai, Tamil Nadu - 600100. (Which expression shall unless repugnant to the subject or context shall mean and include its successors and assigns) agree to the terms and conditions set out hereunder of the First Part.

The Merchant and Paysharp shall hereinafter be individually referred to as "PARTY" and collectively as "PARTIES".

WHEREAS:

1. Paysharp is an RBI authorized payment aggregator/payment gateway (Certificate of Authorization No. 202/2024), a regulated entity that acts as payment intermediary and provides a payment collection solution to merchants to collect payments from customer.

2. The merchant has approached Paysharp to avail payment collection services to enable customers to make online payments, and Paysharp has agreed to provide services in accordance with the terms and conditions defined hereinafter.

3. Both parties formalize their rights and obligations and enter into an agreement by signing this agreement.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by both parties, the Parties hereby agree as follows:

1. DEFINITIONS

   In this agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings.

   1. "ACT" means the Payment and Settlement Systems Act, 2007, and the rules, regulations, guidelines, and notifications framed and/or issued thereunder.
   2. "ACQUIRING BANK" Bank authorized by the RBI who provides payment collection service in various modes and channels.
   3. "AGREEMENT" means this agreement along with schedules hereto as amended from time to time.
   4. "APPLICABLE LAW" means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision, or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to the Party or the subject matter in question.
   5. "Governmental Authority" means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory, or administrative or quasi-administrative functions of or pertaining to government.
   6. "Payment Aggregators" or "PAs" shall have the respective meanings ascribed thereto under the PA & PG RBI Circular.
   7. "Merchants" shall mean the establishments who accept payments from their customers by sale of goods or services to the customers who obtain PA & PG services offered by Paysharp.
   8. "Merchant's Representatives" means the merchant's affiliates, promoters, directors, officers, employees, agents, contractors, customers and merchants
   9. "Personal Data" means 'Personally Identifiable Information', also known as PII, and 'Sensitive Personal Data or Information' as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time.
   10. "UPI" means the Unified Payments Interface, an instant payment system developed, and operated by NPCI
   11. "Transaction Amount" means the amount paid by the customer in connection with a Transaction
   12. "Chargeback" shall mean the reversal requested by an issuer/remitter bank/to reverse the transaction amount from the acquiring bank, where the reversal is approved by the issuer by examining the transaction related documents and information furnished by the merchant, consequently resulting in the acquirer charging Paysharp for the transaction amount and charges or penalties associated with processing the chargeback.
   13. "Dashboard"/"Merchant Dashboard" shall mean Web based application provided by Paysharp for merchants to view transactions and settlement related information. Additionally, Merchants can manage logins, generate API tokens, and other configurations.
   14. "PAYSHARP API" means the application programming interface provided by Paysharp, which helps to integrate with the merchant system and helps to collect payments from customers.
   15. "REFUND" means return of the transaction amount to the remitter. The refund amount can be less than or equal to the original transaction amount. Refund can be initiated from the merchant dashboard.
   16. "TRANSACTION" means a financial transaction done by the Customer to the merchant, for the services or goods provided by the merchant. To collecting the transaction amount, the merchant uses Paysharp's payment gateway.
   17. "CUSTOMER" or "REMITTER" means a person (End-customer) who executed a transaction by using a Payment Instrument/mode/channel for the merchant's transaction.
   18. "NODAL BANK"/"PA ESCROW BANK" means a bank that is authorised by the RBI under its circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009, to operate a Nodal Escrow Account.
   19. "NODAL ACCOUNT"/"PA ESCROW ACCOUNT" means an account held by Paysharp with a Nodal Escrow Bank for the purpose of collection and settlement to the merchant.
   20. "BANK WORKING DAYS" means days on which the PA Escrow Bank is operational to undertake settlements.
   21. "Paysharp Fee" means the minimum rates set out in the Annexures that are chargeable by Paysharp for the PA/PG service.
   22. "NPCI" means the National Payments Corporation of India constituted under the Act. Who is the provider of UPI.
   23. "RBI" means the regulator, Reserve Bank of India, constituted under the Reserve Bank of India Act, 1934.

2. SERVICES BEING OFFERED BY PAYSHARP

   1. APIs, Webhooks, SDKs, Plugins and Dashboard

      Paysharp provides APIs, Webhooks, SDKs, Plugins and a dashboard to ease the integration and transaction processing.

   2. TRANSACTION and SETTLEMENTS

      As part of this agreement, Paysharp shall collect payments from the customers of the merchant in Paysharp's PA Escrow account and settle such amounts as a batch after deducting applicable fees & taxes in accordance with the guidelines, into the merchant's Bank Account.

      Paysharp shall act only as an intermediary, and collect funds from the customer and settle them to the merchant's Bank Account. Paysharp shall not in any manner be responsible for the quality of goods, quantity of goods, quality of services, defects in goods or deficiencies of services in any manner whatsoever. The Merchant shall be solely responsible to its Customer.

      On receipt of the payments in the PA Escrow account, Paysharp will endeavour to instruct the PA Escrow bank to transmit the Payments payable to the Merchant, after deducting Paysharp's Fees and other applicable taxes, from the PA Escrow Account to the merchant's designated bank account within the T+N working Days (T+N refers to the Annexure) from Completion of Transaction. Payments in the PA Escrow Account are subject to reconciliation of the Payments by the Acquiring Banks and our payment gateway system. The merchant will bear and be responsible and liable for the payment of all relevant taxes in relation to the Payments made under this Agreement.

      All risks associated with the Product/Service Delivery, if any, will be solely the Merchant's responsibility and not of Paysharp. Also, all disputes regarding quality, merchantability, non-Delivery, delay in Delivery, or otherwise will be directly between the Merchant and the Merchant's customer without involving Paysharp a party to such disputes.

      The settlement of funds shall be subject to post-deductions of Paysharp's fees and applicable taxes on such Services, as well as any amount withheld for Chargebacks & Refunds, if applicable, from the settlement amount.

   3. REFUNDS

      The Merchant can initiate a refund to the customer for valid use cases such as a cancelled order, return of goods, etc. The refund amount can be less than or equal to the original transaction amount, but the refund amount should not be higher than the original transaction amount. Paysharp has controls on refunds, and it can be performed against the original transaction only. Refunds can be initiated from the merchant dashboard. Merchant dashboard only allows refunds to the original mode and original source. If the merchant intended to do refunds to a different source account or mode, customer concern is required as per the RBI guidelines. In such case, contact Paysharp support and provide the customer consent evidence to proceed with the refund to a different source other than the remitter.

   4. GENERAL TERMS

      Paysharp is constantly evolving in order to provide the best possible experience and information for its merchants. The Merchant acknowledges and agrees that the form and nature of the Services which Paysharp provides may change from time to time, with or without prior notice to the merchant. However, Paysharp shall endeavour to provide notice on a best-efforts basis.

      As part of this continuing process, the merchant acknowledges and agrees that Paysharp may stop providing the services or particular feature, permanently or temporarily, at Paysharp's sole discretion, with prior notice.

      Merchant acknowledges and agrees that if Paysharp disables access to the Merchant account due to any cause, event, or otherwise, as duly intimated to the merchant, the merchant may be prevented from accessing services like merchant account details or any files or other content which is contained in the merchant account. Paysharp shall endeavour to restore the access or resolve the issue at the earliest provided, however, the same is not due to any change in law/regulations.

      The Merchant acknowledges and agrees that while Paysharp has set a fixed upper limit on the number of transactions received through the Services and also monitor the same, such fixed upper limits may be modified by Paysharp at any time with prior notice at Paysharp's discretion. In case of any Suspicious or Abnormal transactions Paysharp holds the right to reject/hold the transaction and freeze the merchant account immediately without any prior notice.

3. REPRESENTATIONS AND WARRANTIES

   Each Party hereby represents and warrants that

   1. It is an organization that complies with applicable law and is lawfully created.
   2. The Merchant should be in possession of all current and legal licenses, registrations, permissions, and consents needed to carry out its business and fulfil its responsibilities under this Agreement.
   3. This Agreement shall have been duly and validly approved, executed, and delivered by it, and it has the necessary capacity and authority to execute, deliver and perform its obligations under it;
   4. The execution and performance of this Agreement do not breach its organizational documents or any Applicable Law, provisions of any contract or order of court or tribunal applicable to it and do not require any governmental approval;
   5. The individual(s) signing this agreement has the right and authority to sign it on behalf of the relevant Party and will be able to bind that Party as a result.
   6. It shall comply with all applicable law including but not limited to the IT Act, 2000, and the PML (Prevention of Money Laundering) Act, 2002;
   7. It shall not, directly or indirectly used for any unlawful activities.
   8. Paysharp is a regulated entity that holds the necessary license and certifications to perform the business operation.

4. PROPRIETARY RIGHTS

   Merchant acknowledges and agrees that Paysharp owns all the legal rights, title and interest in and to the Services, including any intellectual property rights that exist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Merchant further acknowledges that the Services may contain information that is designated confidential by Paysharp and that merchant shall not disclose such information without Paysharp's prior written consent. Nothing in the Terms gives the merchant a right to use any of Paysharp's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features without Paysharp's prior written permission.

   Paysharp shall also not use the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features without prior permission of the Merchant.

   Merchant shall not modify or make derivative works based on the Paysharp Service or content. Merchant shall not access or reverse engineer the service in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the service or copy any ideas.

5. OWNERSHIP OF INTELLECTUAL PROPERTY

   "INTELLECTUAL PROPERTY" - All data, information, inventions, patents, trademarks, copyrights, designs, website layouts, images, icons, content trade secrets, processes, and any other intellectual property right, any assets including, but not limited to procedures and techniques, research, procedure manuals, financial information, technical expertise, and software that are pre-existing or developed for the merchant's request/feedback shall remain the sole Intellectual property of Paysharp.

   Paysharp hereby grants to the merchant, for the Term of the Agreement, a non-exclusive, non-assignable, non-transferable, non-sublicensable and revocable license to use Paysharp APIs, Dashboard and other systems.

6. CONFIDENTIALITY

   Both parties undertake that they shall not, at any time or under any circumstances without the written consent of the other party directly or indirectly communicate or disclose to any person confidential information of the other party other than Party's employees, contractors, auditors on a need-to-know basis. However, such obligations shall not apply in the following eventualities:

   • Information that is or becomes generally available to the public
   • Information that is required to be disclosed to a regulator or any law-enforcing agency

7. PROHIBITED SERVICES

   Merchant agrees not to accept payments in connection with the following businesses, business activities or business practices: Paysharp is providing only payment intermediatory service so Paysharp could not identify the purpose of the payment. Hence, the merchant is solely responsible for it and not to use Paysharp's service in prohibited services.

   • Engaging in any form of licensed or unlicensed aggregation or factoring
   • Age-restricted products or services
   • Collection agencies
   • Chain letters
   • Cheque Encashment, wire transfers or money orders
   • Counterfeit goods (e.g. knock-offs, imitations, bootlegs)
   • Currency exchanges or dealers
   • Firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counselling, repair or protection or real estate purchases with no money down
   • Drug paraphernalia
   • Fortune tellers
   • "Get rich quick" schemes
   • Gambling (including but not limited to lotteries, Internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services)
   • Gaming any sort of skilled or non-skill based
   • Cryptocurrency/virtual assets & prohibited investments for commercial gains or credits that can be monetized, resold or converted into digital goods or services
   • Sports forecasting or odds making
   • Illegal products or services
   • Money transmitters or money service businesses
   • Multi-level marketing or pyramid schemes
   • Online, mail, or telephone order pharmacies or pharmacy referral services
   • Pseudo pharmaceuticals
   • Quasi-cash or stored value
   • Securities brokers
   • Sexually oriented or pornographic products or services
   • Shipping or forwarding brokers
   • Substances designed to mimic illegal drugs
   • Telemarketing, Data base provider for tele-calling services
   • Timeshares
   • Online, mail or telephone order tobacco or e-cigarette sales
   • Weapons and munitions
   • Credits that can be monetized, resold or converted to physical or digital goods or services or otherwise exit the virtual world
   • Products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation
   • Surgical products on B2C model
   • Immigration services (Does not include Consultation)
   • Guaranteed Employment Services
   • Religious products that are making false claims or hurting someone's religious feelings
   • Adoption agencies
   • Pawnshop/Private money lenders
   • Esoteric pages/Services
   • Bankruptcy Services
   • Merchant providing & Selling Mystery Box
   • Money Transfer portals & merchants agent networks
   • SIM box services used for call termination and VoIP or offering solutions for managing multiple SIM cards for bypassing legitimate telecom services
   • Illegal international call routing, also known as "grey routing" by manipulating call routing to disguise the true origin of an international call, often to avoid higher international tariffs and appear as a local call
   • Engaged in 'Investment scams' offering deceptive schemes that are designed to deceive individuals into making investments that promise unreasonable or impossible returns
   • Unregistered entity offering investment schemes on social media and websites, where money is taken into their own account to invest on behalf of clients
   • Applications on official stores designed to scam investors by inviting them to invest money into bonds, shares, commodities, cryptocurrency, and other imaginary schemes

   In case of any changes on the above list, Paysharp will notify the Merchant at the earliest.

8. RESTRICTIONS ON USE OF SERVICES

   As the merchant shall be held responsible for all activities conducted with account usage, the merchant should use the services provided for the merchant's company/entity purposes only and not for any other third-party. Usage is subject to all applicable local, state, national and foreign laws, treaties and regulations.

   The merchant uses Paysharp's service only for the intended purpose, and hereby agrees to ensure that the Transactions do not facilitate the offer, sale and purchase of products and/or services enumerated in any sort of online gaming skill-based or non-skill-based, gambling, chit funds, cryptocurrency, digital currency, illegal lending/unregulated lending and categories that listed in the section "PROHIBITED SERVICES" as well as any unlawful activities.

   Merchants should not use Paysharp's service for any kind of cross-border transactions.

   If the merchant breaches the agreement, Paysharp shall be entitled to suspend the service without any prior notice.

9. SUPPORT AND TECHNICAL ISSUES

   In case of any support requirements or technical issues, please raise a support ticket by emailing support@paysharp.in or from the merchant dashboard.

   LIMITATION OF LIABILITY

   Merchant understands that Paysharp uses third-party vendors, acquiring banks and cloud hosting partners to provide the necessary hardware, storage and related technology to run the services. Paysharp does not guarantee that the services will be error-free, or uninterrupted although efforts will be taken to provide a clean working environment. Neither Party shall be responsible for any indirect, special or remote damages.

   Paysharp under this Agreement shall not exceed an amount equal to Paysharp Fees received or receivable in respect of Transactions settled during the one-month period prior to the date of claim.

   Paysharp shall not be liable to the merchant for any special, incidental, indirect or consequential or direct damages, including damages from loss of business opportunities/profits even if the merchant shall have been advised in advance of the possibility of such loss, cost or damages. In no event shall Paysharp be liable to the merchant or any third party.

10. TRANSACTION DISPUTES

    Transactions may be disputed at any time up to 180 (one hundred eighty) days from the date of the transaction by the end-customer (merchant's consumer).

    In case of any transactional dispute, Paysharp shall send the notification to the merchant.

    On such notification, the Merchant should conduct an internal review of such matter and will, within 48 hours from receipt of notification, revert to us in writing either:

    Requesting us to refund (Refund Request) the Payment received by the merchant in respect of such Transaction (Transaction amount) or initiate the refund from the Merchant dashboard, or providing us with a statement explaining how the Disputed Transaction is not warranted together with all documentary evidence in support of contesting such Disputed Transaction.

    In case of any disputed transaction claim, the disputed money or in some cases more than the disputed amount will be held by Paysharp and it will be released once the dispute is completely resolved.

11. LAW-ENFORCEMENT AGENCIES

    If a request for information, refund, hold of funds or any merchant's transaction details received from a law-enforcement agency, Paysharp will provide the same to them at the earliest.

    If the Law-enforcement Agency provide notice to suspend/block the Merchant's account. Paysharp will suspend/block the account on the receipt of the notice and written notice will be sent to the Merchant at the earliest.

12. MERCHANT WEBSITE REQUIREMENTS

    The Merchant shall ensure that appropriate Terms and Conditions, Cancellation Policy, Refund Policy, Privacy Policy, Disclosures & Disclaimers, are promptly available and visible on the Merchant's website, and clearly provide the nature of the services provided by the merchant. The Merchant's website always uses secure communication TLS 1.2 or above for all website traffic. Paysharp only support HTTPS URLs as webhook URLs.

13. INDEMNITY

    For any losses, liabilities, damages, and expenses (including reasonable legal fees and costs) resulting from claims, demands, actions, or other proceedings as a result of the following, Paysharp shall indemnify and hold harmless the Merchant and the Merchant's representatives.

    • Fraud, negligence, and wilful misconduct by Paysharp in the performance of this Agreement.

    • Violation of Applicable Law in the performance of this Agreement.

    • Claim that the Services infringe intellectual property or any other proprietary right of a third party.

    Paysharp shall in no event whatsoever, be liable to the merchant, its affiliates, promoters, directors, officers, employees, agents, contractors and customers for any of the following actions of the merchant.

    • Any negligence, fraud, misconduct or any act of omission or commission of the Merchant and/or the Merchant's representatives;

    • Any act or omission by merchant and/or merchant Representatives in violation of any Applicable Law

    • Breach of any obligation by the Merchant and/or the Merchant representatives under this Agreement.

14. DATA SECURITY

    Paysharp is an RBI Licenced Payment Aggregator and ISO 27001:2022 and SOC 2 certified entity to ensure data security following industry standard. To ensure data security, Paysharp periodically does external VAPT, source code audit, Infrastructure audit, SAR audit for Payment system and SAR audit for data localization by Cert-in certified & empanelled auditing firm. To know more about security practices, check our Security page.

    The Merchant should take care about data security at their end and also while choosing a critical vendor for the merchant. Hereby merchants are requested to maintain utmost confidentiality in customer data processing and data retention process. The merchant should ensure safeguarding customer data from unauthorized access. Merchants should implement the data retention policy and explicitly specify when the data will be purged.

    The Merchant shall ensure that the customer's data, payments data and transaction data are secured in accordance with Applicable Laws. The Merchant shall ensure that the privacy of the Customer is protected in accordance with the Applicable Laws.

    The Merchant should adhere to the Digital Personal Data Protection Act 2023 in safeguarding the customers data related to transaction data, merchant's or customer's KYC data, information security data, financial and operational information computer systems and modules, and secure websites.

    As per RBI guidelines, Merchants are not allowed to store payment data irrespective of their being PCI-DSS compliant or otherwise. They shall, however, be allowed to store limited data for the purpose of transaction tracking for which, the required limited information may be stored in compliance with the applicable standards.

    In case Merchant is dealing with card data, Paysharp recommends tokenization and recommends compliance certification such as PCI DSS and PCI SFF.

15. INCIDENT REPORTING

    Being an RBI regulated entity, in case of any security breach at Paysharp, Paysharp is liable to report the incident to RBI, Cert-in and merchants within 6 hours.

    Merchants should have an Incident Reporting policy and practice. The Merchant should report any data breach or any violation of information security or any breaches in the security practice, control or any suspected security events should be reported to Paysharp within 12 hours.

    Paysharp recommends merchant to conduct periodic security assessments, and the same can be submitted while merchant onboarding and during renewal.

    Paysharp has the right to immediately discontinue or terminate the Services if the Merchant refuses such an inspection, gives false, incomplete, or inaccurate information, or disobeys the Terms and Conditions of this agreement.

16. AUDIT AND RIGHTS TO INSPECT

    Being an RBI regulated entity, the Financials, Net worth are audited by certified auditors. PA Escrow Accounts are audited by Acquiring bank-appointed auditors and reports are submitted to the acquiring bank and Regulator periodically. Infrastructure, Source Code, Application, Data Storage and the entire payment system are audited by Cert-In approved auditor and reports are submitted periodically to the regulator. Paysharp undergoes various other audits like ISO 27001:2022 and SOC 2.

    Merchant shall keep and maintain complete and accurate records and other data necessary for the proper administration under this Agreement, including but not limited to the documentation, customer, transaction information, invoice, payment receipt, proof of delivery and other supporting evidence.

    Paysharp shall have the right to review or inspect by own or third-party agent appointed by Paysharp to perform any such review.

    Paysharp shall conduct periodic review of the customer transactions by contacting the customers in order to ensure payments are done to the merchants only towards the legitimate purpose.

17. TERMINATION

    Either party can terminate this agreement by giving written notice within 30 days of the notice period.

    If the merchant violates any legal legislation, including but not limited to the Fair Credit Reporting Act of 2010, or Master KYC directions of RBI, Information Act 2000, or AML, Paysharp has the right to immediately terminate this agreement.

    In the event of a merchant facing multiple complaints or chargebacks more than the threshold limit. Threshold limit varies by case to case based on the merchant category, ticket size, number of transactions, number or complaints etc. If the merchant is not able to/refuse to provide additional information about the business operation, transactions, or any non-compliance with the regulations, any suspicious transactions are detected by Paysharp, Paysharp will initiate the termination process of the merchant. In case of statutory notice, Paysharp will suspend the merchant account immediately.

    In case of Paysharp terminating the merchant due to chargeback or complaints or statutory notice, Paysharp will hold the full/minimum/estimated amount up to 180 days for precautionary measures. To comply with future chargeback claims. If open complaints/authority queries are there, Paysharp holds all the unsettled amount.

18. FORCE MAJEURE

    Paysharp shall not be liable for its failure to perform under this agreement as a result of any event of force majeure such as bank moratorium, disruption at the acquiring bank, act of God, fire, wars, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in Laws, Rules and Regulations, affecting the performance of Paysharp or the Acquiring Banks.

19. WARRANTY DISCLAIMER

    Merchant understands that Paysharp uses third-party vendors, acquiring banks, cloud hosting providers, other third-party hardware, software, storage and related technology to provide the services. Paysharp does not guarantee that the services will be error free, uninterrupted although efforts will be taken to provide a clean working environment. Neither party shall be responsible for any indirect, special or remote damages.

    Paysharp will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything in this Agreement, the Merchant acknowledges that Paysharp's website, APIs, dashboard, services, and the acquiring bank's services may not be uninterrupted or error-free or free from any virus or other malicious, destructive or corrupting code, program or macro. Paysharp and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.

    The Merchant also acknowledges that Paysharp is working with multiple Acquiring banks. Arrangements between one or more Acquiring Banks and Paysharp may be discontinuation due to operational convenience. Paysharp shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or discontinue certain product, service or feature to the merchant.

    In the event of an interruption, Paysharp shall use all reasonable endeavors to restore the services as soon as reasonably possible. The Merchant is solely responsible for the remedy.

    Merchant agrees that use of Paysharp shall be at their own sole risk. All Services provided by Paysharp are available as is, without warranty save and except as agreed herein or under any service level agreement.

20. INDIAN LAW AND CHENNAI JURISDICTION

    The terms of service shall be governed and interpreted by the laws of India. All disputes, differences or claims with respect to any matter arising out of or relating to the agreement shall be finally settled through the provisions of the arbitration and conciliation Act 1996, as amended from time to time, having a seat of arbitration and jurisdiction at Chennai, India.

21. ENTIRE AGREEMENT

    This Agreement contains the entire agreement of the Parties regarding the subject matter hereof and supersedes all other prior agreements, whether written or oral, regarding such subject matter. This agreement may be changed only by an instrument in writing executed by both parties.

22. SEVERABILITY OF PROVISIONS AND SURVIVAL

    If anyone or more of the provisions of this note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.

    All provisions that by their nature should survive the termination of this Agreement for any reason shall survive the termination of this Agreement.

23. NOTICES

    Attention: All notices to Paysharp Private Limited shall be delivered to the following respective e-mail address and mailing address:

    Website URL:www.paysharp.in/grievance

    E-mail: nodalofficer@paysharp.in

    Paysharp Private Limited,

    1st floor, #83, 2nd street, Sowmiya Nagar, Perumbakkam,

    Chennai - 600100.

    Attention: All notices to Merchant shall be delivered to the merchant e-mail/mailing submitted to Paysharp.

Version 3.1, Last updated date as 06-May-2025