This MERCHANT SERVICE AGREEMENT ("Agreement") is made and executed
Merchant Company ("Merchant"), 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 in India (here in after refer 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 Second Part.
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".
Paysharp is a payment aggregator / payment gateway, RBI in-principle approved regulated entity act as payment intermediary and provides payment collection solution to merchants to collect payments from customer.
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.
Both parties formalize their rights and obligations and entering into agreement to 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:
In this agreement, except where the context otherwise requires, the following words and expressions shall have the following meanings.
Paysharp provides APIs, Webhook, SDKs, Plugin and dashboard to easy the integrate and transaction processing.
Part of this agreement, Paysharp shall collect payments from the customers of the merchant in the Paysharp's PA Escrow account / Nodal bank account and settle such amounts as batch after deducting applicable fee & tax 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 it 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, or defect in goods or deficiencies of services in any manner whatsoever. Merchant shall be solely responsible to its Customer.
On receipt of the payments in the Nodal Account / PA Escrow account, Paysharp will endeavour to instruct the nodal bank to transmit the Payments payable to the Merchant, after deducting Paysharp’s Fees and other applicable taxes, from the Nodal Account to the merchant’s designated bank account within the T+N working Days (T+N refer Annexure) from Completion of Transaction. Payments in the Nodal Account and upon reconciliation of the Payments by the Acquiring Banks, our payment gateway and the nodal bank. 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 that of the Merchant and not 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 making Paysharp a party to such disputes.
The settlement of funds shall be subject to post deductions of Paysharp fee and applicable taxes on such Services, amount withhold for Chargebacks & Refunds if applicable from the settlement amount
Merchant can initiate refund to the customer for valid use case such as cancelled order, return of goods, etc… .The refund amount can be lesser or equal to the original transaction amount but the transaction amount should not higher than the original transaction amount Paysharp have controls while merchant do refund, Refund can be performed against the original transition. Refund can be initiated from merchant dashboard. Paysharp dashboard only allows refund to the original mode and original source. If merchant intended to refunds do the different source account or mode, as per RBI guidelines customer concern is required, for this case contact Paysharp support and provide the customer consent evidence to proceed the refund to different source other than remitter.
Paysharp is constantly evolving in order to provide the best possible experience and information for its merchants. Merchant acknowledges and agree that the form and nature of the Services which Paysharp provides may change from time to time with or without prior notice to merchant. However, Paysharp shall endeavour to provide notice on a best-efforts basis.
As part of this continuing process, merchant acknowledge and agree that Paysharp may stop providing the services or particular feature permanently or temporarily at Paysharp's sole discretion, by prior notice.
Merchant acknowledges and agree that if Paysharp disables access to Merchant account due to any cause event or otherwise as duly intimated to merchant, merchant may be prevented from accessing the services, merchant account details or any files or other content which is contained in 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.
Merchant acknowledges and agree that while Paysharp may not currently have set a fixed upper limit on the number of transactions receive through the Services but monitor the same, such fixed upper limits may be set by Paysharp at any time by way of a prior notice, at Paysharp's discretion.
Each Party hereby represents and warrants that
Merchant acknowledges and agree that Paysharp own all legal right, title and interest in and to the Services, including any intellectual property rights which 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 which is designated confidential by Paysharp and that merchant shall not disclose such information without Paysharp's prior written consent. Unless merchant have agreed otherwise in writing with Paysharp, nothing in the Terms gives merchant a right to use any of Paysharp’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features without their 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, features, functions or graphics of the service.
"INTELLECTUAL PROPERTY" - All data, information, inventions, patents, trademarks, copyrights, design, website layout, images, icons, content trade secrets, processes, and any other intellectual property right, any asset including, but not limited to procedures and techniques, research, procedure manuals, financial information, technical expertise, software which are pre-existing or developed for the merchant’s request / feedback shall remain as sole Intellectual property of Paysharp.
Paysharp hereby grants to 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.
Both parties undertake that they shall not, 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 other party other than Party's employee, contractors, auditors on a need-to-know basis. However, such obligations shall not apply in the following eventualities
Merchant agrees, not accept payments in connection with the following businesses, business activities or business practices: Paysharp is providing payment intermediatory service so Paysharp could not identify purpose of the payment, so merchant is the sole responsibilities not use Paysharp's service in prohibited services
In case of any changes on the above list, Paysharp will notify the Merchant at the earliest.
As a merchant shall be held responsible for all activities conducted with account usage. As a merchant will use the services provided for merchant’s company/entity purposes and not for any other third-party. Usage is subject to all applicable local, state, national and foreign laws, treaties and regulations.
The merchant only uses the Paysharp's service only for the intended purpose, 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 which listed in section "PROHIBITED SERVICES" also any unlawful activities.
Merchant should not use Paysharp’s service for any kind of cross-border transactions.
If the merchant breaches agreement, Paysharp shall be entitled to suspend the service without any prior notice.
In case of any support requirements or technical issues, please raise a support ticket by emailing firstname.lastname@example.org 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 do not guarantee that the services will be error free, uninterrupted although efforts would 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, damages from loss of profits or business opportunities 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.
Transactions may be disputed at any time up to 180 (one hundred eighty) days, from the date of Transaction by the end-customer (merchant's consumer).
Disputes should be resolved by the merchant within 48 hours
On such notification, the Merchant will 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 Paysharp; 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 the event
In case of any disputed transaction claim, the disputed money or some cases more than the disputed amount will be held by Paysharp and it will be released once dispute completely resolved.
If a request for information or refund or hold of funds or any merchant's transaction details from 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.
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 the Merchant and merchant’s representatives.
Fraud, negligence, and wilful misconduct by Paysharp’s 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 merchant, its affiliates, promoters, directors, officers, employees, agents, contractors and customers for any of the following: actions of merchant.
Any negligence, fraud, misconduct or any act of omission or commission of Merchant and/or Merchant’s representatives;
Any act or omission by merchant and/or merchant Representatives in violation of any Applicable Law
Breach of any obligation by merchant and/or merchant representatives under this Agreement.
Paysharp is an ISO 27001:2022 certified entity to ensure data security following industry standard, To ensure data security Paysharp periodically do external VAPT, source code audit, Infrastructure audit, SAR audit for Payment system and SAR audit for data localisation from Cert-in certified empanelled auditing firm. To know more about security practices, check our Security page https://www.paysharp.in/security
Merchant should take care about data security at their-end and also while choosing critical vendor for the merchant. Hereby merchants are requested to maintain utmost confidentiality in customer data processing, data retention process. The merchant should ensure in safeguarding customer data from unauthorised access. Merchant should cover the data retention policy and explicitly specify when the data will be purged.
The Merchant shall ensure that the customer data or payments data or transaction data is secured in accordance with Applicable Laws. The Merchant shall ensure that the privacy of the Customer is protected in accordance with the Applicable Laws.
Merchants should adhere to the Digital Personal Data Protection Act 2023 in safeguarding the customers data related to transaction data, merchants or customers 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 for tokenisation and recommend compliance certification such as PCI DSS and PCI SFF.
Paysharp is a 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.
Merchant should have incident reporting policy and practice. The Merchant should report any data breach of 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 do conducting periodic security assessment 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.
Paysharp is a RBI regulated entity, financials, net worth are audited by certified auditors also Nodal accounts are audited by Acquiring bank appointed auditors and reports submitted to acquiring bank and regulator periodically also infrastructure, source code, application , data storage, entire payment system are audited by Cert-In approved auditor and submitted periodically to regulator. Paysharp undergo 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.
Either party can terminate this agreement by giving written notice within 30 days of 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 merchant faces multiple complaints or chargebacks more than the threshold limit or in the event the merchant is not able to provide additional information about the business operation or transactions or any or non-compliance with the regulations, are any suspicious transactions detected by Paysharp, Paysharp will initiate the termination process of the merchant. The process for such off-boarding is laid out as under also in case of statutory notice Paysharp will suspend the merchant account.
In case of chargeback or complaints or statutory notice Paysharp terminated the merchant, Paysharp will hold the full /minimum/estimated amount up to 180 days for precautionary measures. To comply future chargeback claims. If open complaints / authority queries are there, Paysharp holds all the unsettled amount.
Force Majeure: Paysharp shall not be liable for its failure to perform under this agreement as a result of any event of force majeure events like bank moratorium, disruption at 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.
Merchant understands that Paysharp uses third party vendors, acquiring banks and cloud hosting providers and other third-party hardware, software, storage and related technology to provide the services. Paysharp do not guarantee that the services will be error free, uninterrupted although efforts would 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 and 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 and 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 the Paysharp is working with multiple Acquiring banks arrangement between one or more Acquiring Banks and Paysharp may be terminated. 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, Merchant's sole responsibility for the remedy. Paysharp shall be to use all reasonable endeavours to restore the services as soon as reasonably possible.
Merchant agrees that use of Paysharp shall be at 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.
The terms of services shall be governed and interpreted by the laws of the 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 seat of arbitration and jurisdiction at Chennai, India.
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.
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 which by their nature should survive the termination of this Agreement for any reason shall survive the termination of this Agreement.
Attention: All notices to Paysharp Private Limited shall be delivered to the following respective e-mail address and mailing address:
Website URL: https://www.paysharp.in/grievance
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 3.0, Last updated date as 22-Jan-2024