This document/agreement/understanding is a computer-generated electronic record, published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.

Before You may use our website or app for accessing our services, You must read, understand and accept these terms and conditions along with the Privacy Policy which is separately provided in the website. By accepting the terms or by accessing, using, or availing any part of the Service, “You” expressly agree to and consent to being irrevocably bound by all of these terms set out herein. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the PayuGuru Site or other portals, or the Services being provided under these Terms and Conditions. Your acceptance of these Terms and Conditions will operate as a binding agreement between “You” and PayuGuru Payments India Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at ___________in respect of Your use of services.

1. Registration-

You must register with us and open a PayuGuru account in order to use the Services. We allow both individuals and Legal Entities to register with PayuGuru. You agree to:

• a. Provide only current, accurate and complete information about yourself in the course of registering to use the Services (such information being the "Registration Information"); and promptly update the Registration Information, as necessary, to keep it true, accurate,current and complete at all times. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof) and you will not have any cause of action against us for such suspension or termination of your account.
• b. You represent that you are the legal owner of, and that you are authorized to provide us with, all Registration Information, account information and other information necessary to facilitate your use of the Services.
• c. In case of registration of your business, you are permitted to apply and enroll only if you represent a legitimate business and have the authority to enter into these Terms and Condition on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity to the terms and conditions given in this Agreement. Further, you represent and warrant that the business entity will continue its acceptance through the then authorized signatories, the terms of this Agreement as may be modified from time to time as long as such business entity continues using the Services.
• d. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws.

2. Verification of Information-

As part of the PayuGuru registration process, you will create a username and password for your PayuGuru Account. You must choose a reasonably descriptive username that clearly identifies you or your business. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be responsible for all use of the Website and/ or Services by You and anyone using Your password and login information (with or without our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your PayuGuru account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and PayuGuru shall not be liable for any such change or action performed by using Your secure credentials on the Website.

You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, PayuGuru may undertake due diligence measures and seek information required for Know-Your-Customer (“KYC”) purpose which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You agree and acknowledge that PayuGuru can undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to its due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all applicable laws of Your specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Know Your Customer (KYC) /Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI as may be amended from time to time (the "KYC GUIDELINES") etc., that may be applicable to You in connection with Your business and use of Services.

3. Contents of the website of the PayuGuru-

• a. The contents of the website of PayuGuru are proprietary to PayuGuru and You will not have any authority to claim any intellectual property rights, title, or interest in the contents of the website of PayuGuru.
• b. The structure, colour, and other creative details of the Dashboard are proprietary to PayuGuru and You will not have any authority to claim any intellectual property rights, title,or interest in the creative details of the user interface of the Dashboard.
• c. You and We acknowledge that any trademarks, copyrights or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.
• d. Except as expressly set out no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and conditions. “Intellectual Property Right” means any and all patents, copyrights, trade secret rights, trademark rights, design rights,software code, and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals, and extensions thereof.
• e. Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other Party, and the user shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.
• f. No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of the other Party.
• g. Each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.

4. Guidelines for Utilization of Services-

You shall not integrate with PayuGuru for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case, You choose to integrate Services without complying with the request in this clause,Your Services would be liable for termination by PayuGuru with immediate effect.

We provide online payment facilitation services. Through the PayuGuru aggregate payment gateway services, we facilitate you in making payments to our registered merchants/sellers (“Merchants”) for purchase of goods and services or to our registered billers (“Billers”) for paying your bill using your debit card, credit card, net banking and any other acceptable modes of payment mechanism provided by us. These transactions are between the Merchants/Billers and you. We are only acting as an intermediary. We facilitate the collection of payments from you and facilitate the settlement of such payments to the respective Merchant/Biller. We are not involved in the clearing or payment of the transaction. In order to serve in this role, we have entered into agreements with various Nodal Banks, Payment System Providers, as defined under the Payment and Settlement Systems Act, 2007, Card Associations and other payment processing system providers,to enable use of internet payment gateways developed by/for them in order for them to effect payments between you and the Merchants/Billers and provide clearing, payment and settlement services with respect to your transaction. It is to be clarified that the payment instructions are authenticated, authorized and processed by the Card Associations and your issuing bank through the Payment System Provider’s payment gateway and we does not have any role in the same.

You understand that the Payment System Providers and/or Card Association and/or your issuing bank may reject authentication and/or authorization of transaction placed by you for any reason including but not limited to insufficient funds, incorrect authentication details provided,expired card/bank account, risk management, suspicion of fraudulent, illegal or doubtful transactions, selling of banned items, use of compromised cards or bank account numbers, use of banned/blacklisted cards or bank account numbers, use of suspicious API or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines,regulations, etc. and any other laws, rules, regulations, guidelines in force in India.

Dont’s-

• You shall not engage in any form of fraudulent transactions and use the Services for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the customer by You while using Services of PayuGuru shall be reported to the relevant law enforcement authorities. PayuGuru shall also keep a right to withdraw such Services in such a case.
• In the event, PayuGuru is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument, then PayuGuru shall be entitled to suspend the settlement of the amount associated with the fraudulent transaction during the pendency of inquiries, investigations, and resolution thereof by the Acquiring Bank or the Card Payment Network. If the fraudulent transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out under the terms of the agreement.
• You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, fi les or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way.You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Website.

5. Payments and Fees-

Applicable fees for the provision of Services shall be levied by PayuGuru from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by PayuGuru. PayuGuru reserves the right to update the amount of the fees charged at its sole discretion.

Fees are exclusive of applicable taxes and PayuGuru will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

We will raise monthly invoices in respect of fees charged for Services provided during such months.Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to Us via a notice no later than ten (10) days from the date of the invoice. PayuGuru shall use good faith efforts to reconcile any reasonably disputed amounts.

You shall be responsible to do reconciliation on a daily basis for all the transactions processed.In case of discrepancies, You shall report to PayuGuru regarding such discrepancy within three (3)working days. However, if any reconciliation issue is highlighted by You to PayuGuru after three (3) working days from the transaction date, PayuGuru shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.

You shall be solely responsible for updating Your GST registration number on the PayuGuru dashboard before PayuGuru generates the invoice and shall also submit the GST certificate as part of KYC.PayuGuru will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be fi led as per the statutory timelines, to enable You to avail appropriate input tax credit. PayuGuru shall not be responsible for any mistake and or misrepresentation by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on PayuGuru by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by PayuGuru from You.

6. Representations & Warranties-

Each Party represents warrants to undertake that:

• A. It is duly organized and validly existing under the laws of the jurisdiction in which it is established.
• B. It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed, and delivered by it;
• C. Its obligations hereunder constitute a legal, valid, binding, and enforceable obligations; and
• D. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; and
• E. The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective party accordingly.
• F. You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at PayuGuru’s sole discretion, and You shall be liable to indemnify PayuGuru from the losses arising from such breach.
• G. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of PayuGuru or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by PayuGuru or the Facility Provider; and (iii) make any representations to Your customer or any third-party or give any warranties which may require PayuGuru or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

7. Confidentiality-

• A. Each Party acknowledges and agrees that in connection with this Agreement, the receiving party shall not disclose to any third party any Confidential Information of the disclosing party that it may have access to during and in connection with its performance of Services here under. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either Party.
• B. Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by PayuGuru.
• C. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
• D. Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.
• E. The obligations set out in this Clause shall not apply to Confidential Information that: i. is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause; ii. is in possession of the receiving Party prior to disclosure by the other Party; iii. is independently developed by the receiving Party; iv. needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority; v. is hereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure. Vi. is required by law,judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the receiving Party to the disclosing Party, in order that the disclosing Party may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the receiving Party and/or its Affiliates.

8. Indemnification-

• A. Not with standing anything contained in these Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, protect against liability and hold harmless PayuGuru against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of PayuGuru on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement against PayuGuru in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any person other than a Party to the Agreement in relation to services rendered or goods sold by the Merchant.
• B. Should any proceedings be undertaken, which may give rise to either party’s liability under this Agreement, the other party shall provide such party with a written notice within a period of 5 days and an opportunity to participate and defend in any such proceedings to represent its interest appropriately.
• C. In the event of a dispute raised by either Party in relation to indemnities as stated in this clause, the amount a claimed as indemnities by the indemnified party shall be deposited by the indemnifying party with the arbitrator so appointed in terms of the Agreement on the first hearing of the arbitration to secure the claims of the indemnified party.
• D. The clause relating to indemnity shall survive the termination of this Agreement. However, the claims for indemnity should arise before the date of termination of this Agreement. The Parties shall not be entitled to make any claim relating to indemnities after 1 (one) year from the date of termination.

9. Disclaimers-

• A. The Services are provided on an "as is" and "as available" basis. Use of the service is at your own risk. To the maximum extent permitted by applicable law, the Services is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
• B. The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and PayuGuru may terminate at any time and services of such Acquiring Banks may be withdrawn. PayuGuru 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 stoppage to the Customer’s access to and/or use of the Merchant Site, PayuGuru Services, interruption or stoppage of PayuGuru Site, hacking or unauthorized access to the PayuGuru Services, non-availability of connectivity between the Merchant Site and PayuGuru Site.
• C. Any content downloaded or otherwise obtained through the use of the Services is downloaded at your own risk, and you will be solely responsible for any damage to your property or loss of data that results from such download. No advice or information, whether oral or written, obtained by you from us or through the Services will create any warranty not expressly stated herein.
• D. We will not be liable to you for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage of access to payment gateway; interruption or stoppage PayUguru Sites; non-availability of connectivity links/hyperlinks. Our sole obligation and your sole and exclusive remedy in the event of interruption in Services or loss of use and/or access to Services, will be to use all reasonable endeavours to restore the Services and/or access as soon as reasonably possible.
• E. PayuGuru shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iv) quality and service-related claims pertaining to the Merchant services.
• F. In addition PayuGuru and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Merchant’s acts or omissions; (ii) results from actions taken by PayuGuru or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond PayuGuru control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.

10. Force Majeure-

If performance of Services/Website by PayuGuru is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of PayuGuru, then PayuGuru shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by PayuGuru of its obligations herein or incur any legal liability on PayuGuru.

11. Limitation of Liability-

• PayuGuru 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 we, our directors, employees or agents, be liable to you for any direct, indirect, incidental, consequential, punitive, special or exemplary damages or for any damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use or inability to use the Services, including without limitation any damages caused by or resulting from reliance by you on any information obtained from us or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to our records, programs or services.
• In no event shall our aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use or inability to use the Services exceed any fee, you pay to us, if any, to access or use the Services.
• Except as otherwise provided by law, you will be liable for any loss or damage resulting from your breach of this Agreement or which resulted from unauthorized, fraudulent, or dishonest acts by others (other than us). You are liable for all payments that you make or which are made or requested under your PayuGuru Account, even if that payment is unauthorized.

12. Compliance with Anti-Bribery Laws-

You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government- owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.

13. Termination-

PayuGuru shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following:

• a. You breach any clause of these Terms.
• b. You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services’ listed below.
• c. PayuGuru receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.
• d. You use the Services for any transactions which have a high-risk score as per PayuGuru’s internal fraud assessment tools and other policies.
• e. PayuGuru is of the opinion that there are suspicious circumstances surrounding Your activities.
• f. PayuGuru is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of Services.
• g. Your products / services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.
• h. You materially change the type of the products / services provided to end customers and as declared on the onboarding form, without obtaining PayuGuru’s prior written permission to use the Services for the new or changed types of services / products, or it is discovered by PayuGuru that You provided substantially misleading and / or false information about Your products / services as part of the onboarding activities.
• i. PayuGuru in its sole discretion determines that Your activities expose PayuGuru to risks which are unacceptable to PayuGuru.These Terms are effective upon the date You first access or use the Services and continue until terminated by You or PayuGuru. We may terminate these Terms or close Your PayuGuru account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of PayuGuru). Where Applicable Laws requires advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that We will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.

14. Advertising-

Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by PayuGuru are subject to change without any specific notice to You. In consideration for PayuGuru granting You access to and use of the Services, You agree that PayuGuru may place such advertisements on the Services through Website, print media, electronic media, and social media advertising platforms etc.

15. API Integration with PayuGuru-

• • You shall not integrate with PayuGuru for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case, You choose to integrate Services without complying with the request in this clause, Your Services would be liable for termination by PayuGuru with immediate effect.
• • PayuGuru has integrated the PayuGuru Platform with several financial institutions. The integration of the PayuGuru Platform is done in accordance with the documentation of the Application Programming Interface (‘API’) so provided by the financial institutions.
• • You may choose to integrate with the APIs provided by PayuGuru in accordance with the documentation provided by PayuGuru for such integration. You shall be responsible for such integration with the PayuGuru Platform.
• • PayuGuru shall be responsible for the maintenance, development, securing and management of the PayuGuru Platform. PayuGuru shall also ensure security in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulator. PayuGuru shall ensure to take steps related to business continuity and disaster recovery of the PayuGuru Platform in accordance with prescribed guidelines.
• • You shall ensure that its website or its web application is secured in accordance with the prescribed guidelines issued by the Reserve Bank of India from time to time. You shall not store any card data on its website or web application. You shall avail tokenization services for processing the transactions.
• • You shall ensure that it keeps logs of all the transactions and necessary details about its Customers that are availing goods or services from its platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
• • PayuGuru may call upon You to share the relevant information about the transactions with the Customer or the information gathered by the Merchant about the Customer for its internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
• • PayuGuru shall provide the Merchant encryption key or an activation key for activation of the Services. Merchant shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the website of the Merchant.

16. Refunds

• • You agree and acknowledge that subject to availability of funds received in the Escrow Account, You are entitled to effect Refunds at Your sole discretion.
• • All Refunds initiated by You shall be routed to the same payment method through which the Transaction was processed.
• • You agree that PayuGuru fees shall always be applicable and payable by You on each Transaction irrespective of whether You have refunded the same to Your customer either through normal channels of refunds or through the instant refund service of PayuGuru affiliate (if availed).
• • You acknowledge and agree that for payments that are late authorized but not captured by You, PayuGuru may initiate auto-refund to the customer within five (5) days.

17. Right to Amend or Modify-

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Sites or Services with or without notice. We may also change the Services, including applicable fees, in our sole discretion. If you do not agree to the changes, you may stoppage using the Services. Your use of the Services, after implementation of the change(s) will constitute your agreement to such change(s). You agree that we shall not be liable to you or to any third party for any modification, suspensions, or discontinuance of the Services. Any and all changes to this Agreement maybe provided to you by electronic means (i.e., via email or by posting the information on the Sites). In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Services after those changes are posted.

Schedule A- Prohibited Services/ Products

• i. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media; escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites);
• ii. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
• iii. Body parts which includes organs or other body parts;
• iv. Child pornography which includes pornographic materials involving minors;
• v. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
• vi. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
• vii. Counterfeit and unauthorized goods which includes 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 unauthorized goods;
• viii. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
• ix. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
• x. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
• xi. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
• xii. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
• xiii. 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; or (c) Promote intolerance or hatred.
• xiv. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
• xv. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; 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;
• xvi. Securities which includes government bonds or related financial products;
• xvii. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
• xviii. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
• xix. Wholesale currency which includes discounted currencies or currency exchanges;
• xx. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
• xxi. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;
• xxii. 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;
• xxiii. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
• xxiv. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
• xxv. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
• xxvi. Money laundering services;
• xxvii. Activities prohibited by the Telecom Regulatory Authority of India;
• xxviii. Any other activities prohibited by Applicable Laws;
• xxix. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

The above list is subject to additions / changes by PayuGuru, based on instructions received from Facility Providers, without any prior intimation to You.

Schedule B- Special Terms and Conditions to Auto-Collect Option

• • This PayuGuru Services shall cover collections of monies through electronic mode and shall not be extended to cover any other payments or receipts of any nature whatsoever. This PayuGuru Services shall be provided only at the instructions of the Merchant. Monies collected by PayuGuru through Auto Collect will be credited to the Designated Bank Account registered with PayuGuru.
• • The Merchant acknowledges and agrees that the instructions for the Auto Collect shall be processed by PayuGuru only if the same are received on a Banking Day before the cut off time.
• • PayuGuru shall accept for collections, which are “account payee” and monies payable in favor of the Merchant in the bank account registered with PayuGuru from time to time and the Merchant shall ensure that instructions are delivered to PayuGuru for collections by the Merchant or any person on authorized by the Merchant.
• • In the event, the Merchant's title to the monies collected under Auto Collect is found to be fraudulent or the Merchant is found to have no title to the monies, then the Merchant undertakes to refund monies/ cash (together with interest, if any) forthwith to PayuGuru along with interest at the rate as stipulated by PayuGuru from the date of credit till the date of payment. The Merchant in such cases shall defend any legal action against PayuGuru by any third party at its own cost for alleged conversion/misappropriation of monies/ cash.

Schedule C- Special Terms and Conditions for E-Mandate Services

For Subscription/ Recurring Payment, the Merchant acknowledges, undertakes, and agrees that:

• • The Customer desirous of opting for e-Mandate/ recurring payment/ standing instructions (together referred to as “Recurring Payment”) shall undertake one-time registration process as per applicable laws including ‘Additional Factor Authentication’ (AFA). A Recurring Payment shall be registered only after successful AFA validation in addition to the standard process by the Issuer/ Acquiring Banks. The Merchant understands that any modification in the existing Recurring Payment shall entail AFA validation by the Customer. The Merchant agrees to share all relevant information/instructions with PayuGuru for effecting a Recurring Payment from time to time.
• • The Merchant shall send a pre-transaction notification to the Customer, at least 24 hours prior to the actual charge/ debit to the Customer’s Payment Instrument. The Customer should be given the facility to choose a mode of communication for receiving pre-transaction notification, the facility of changing such mode of communication for receiving pre-transaction notification shall also be available with the Customer.
• • The pre-transaction notification shall at the minimum inform the Customer about the name of the Merchant, Transaction amount, date and time of debit, reference number of Transaction/ Recurring Payment, reason for debit etc.
• • On receipt of pre-transaction notification, the Customer shall have the facility to opt-out of the Recurring Payment, such withdrawals can also be initiated by the Customer with the Issuer.
• • On receipt of pre-transaction notification, the Customer shall have the facility to opt-out of the Recurring Payment, such withdrawals can also be initiated by the Customer with the Issuer.
• • If the Customer's Payment Instrument does not have adequate funds, the Merchant acknowledges and agrees that PayuGuru shall not be liable for processing any Recurring Payment instructions.

Schedule D- Specific Terms for Subscriptions Services

• A. You agree that the fees shall be charged according to the manner, rates and frequency determined by PayuGuru. PayuGuru reserves the right to update the amount of the Fees including for Services for which no charge has been levied previously in accordance with this clause. You agree that You shall be liable to pay any additional fees as determined by PayuGuru in the event:
  • i. You avail certain value-added services available on the dashboard irrespective of whether they have been available free of charge previously.
  • ii. You avail any new Services not mentioned in these Terms.
• B. You acknowledge and agree that these Subscriptions Terms (i) shall apply for debit, credit and prepaid instruments or other methods as notified from time to time (together “Card”) of customers, and (ii) does not apply to once/ one-time payments.
• C. You further acknowledge and agree that in order to process recurring transactions, customer Card details will need to be saved/ secured/ tokenized in accordance with Applicable Laws. Accordingly, for custom checkout and server-to-server integration You shall:
  • a. solely be responsible for obtaining informed consent from customers for the purpose of processing of e-mandates, including saving/securing/tokenizing the customer’s Card details, in accordance with Applicable Laws. Such consent shall be explicit and not by way of a forced / default / automatic selection of checkbox, radio button, etc.
  • share customer consent with PayuGuru for PayuGuru to trigger the AFA with the issuing bank which is required to both save the Card and process the e-mandate registration. You acknowledge and agree that if such customer consent is not shared during the payment flow, then PayuGuru will not tokenize the card or process the e-mandate/ recurring transaction.
• D. You agree that payments effected, or funds debited from a customer’s bank account on the following grounds shall not be the responsibility of PayuGuru and no liability shall arise for PayuGuru in respect of such customer claims: -
  • a. Customer disputing a transaction as not done or authorized by him/her;
  • b. The charge/debit on the customer’s bank account has occurred because of hacking, phishing, breach of security/ encryption of the customer's personal data through Your platform or any other third-party platform other than that of PayuGuru.
  • c. Customer claiming refund of the amounts deducted from his/her bank account on any ground whatsoever, including customer’s dissatisfaction with Your sale of the goods and/or services to the customer.
• E. You agree that there are instances where PayuGuru is only acting as a technical service provider and You are the token requestor for the purposes of saving/ securing/ tokenizing the Card and You shall accordingly be liable to pass the customer’s informed consent for saving the Card and registering the e-mandate to PayuGuru. You agree that PayuGuru shall have no liability towards You or any third party for Your acts or omissions or its failure to comply with Applicable Laws.

In the event of any conflict between the General Terms of Use and Specific Terms of Use, the Specific Terms of Use shall prevail over the General Terms of Use. To the maximum extent feasible, they shall be construed harmoniously.

For Any Queries / Details Users Can Contact:
Arena ITech Private Limited,
Adress: ___________________
Pune, Maharashtra.