UDIO COLLECT SERVICES AGREEMENT

THE PARTNER EXPLICITLY ACKNOWLEDGES AND AGREES TO HAVE READ AND IS BOUND BY THE TERMS OF THE AGREEMENT (COMPRISING THE APPLICATION FORM, UDIO COLLECT SERVICES AGREEMENT (INCLUDING THE COVER PAGES THERETO), THE TERMS OF USE, AND SUCH OTHER DOCUMENTS PROVIDED BY TRANSERV FROM TIME TO TIME, WHICH TOGETHER, SHALL CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES) (THE “AGREEMENT”).

BY CLICKING THE ACCEPTANCE / SUBMIT BUTTON OR BY ACCESSING OR USING ANY PART OF TRANSERV’S SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN

This Udio Collect Services Agreement (“Agreement”) is entered into between TranServ Private Limited, having its office at Office no. 2, Ground Floor, High Tech Plaza, Mahakali Caves Road, Andheri East, Mumbai 400093 (referred to as “TranServ”) AND the Partner. The Partner is in the business of selling goods or services to customers and desires to collect payments electronically from such customers. TranServ and the Partner are hereinafter collectively referred to as “the Parties” and severally as “the Party”.

  • 1. Definitions
  • For the purpose of this Agreement:

    1. “Account” shall mean the merchant account maintained with TranServ in order to provide the Udio Collect Services to the Partner.
    2. “Acquiring Institutions” shall mean various Banks, Financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 to facilitate processing of electronic payments.
    3. “Payment Institutions” will collectively mean Issuing Institutions and Acquiring Institutions
    4. “Acquiring Services” shall mean the payment gateway system and services provided by the Acquiring Banks such as to (i) route internet/mobile and/or any other digital/QR code/POS device based Valid Card/Net Banking/ Prepaid Instrument transactions; (ii) other various facilities through the internet, including Net Banking facilities; (iii) facilitate Authentication and Authorization from Issuing Institutions through Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the customers.
    5. "Authentication" shall mean the process by which the Customer’s identification is confirmed by Issuing Institutions and which is facilitated by the Acquiring Institutions.
    6. "Authorization" shall mean the process by which the Issuing Institution and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Valid Card/Account and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer on the Partner website / phone lines / mobile App / store or any such commerce interface.
    7. “Business Days” shall mean any day on which Acquiring Institutions are open for business in India, other than Saturday, Sunday and any days declared by TranServ and/or Acquiring Institutions as a Holiday
    8. "Card Association(s)" shall mean any of Visa, MasterCard, RuPay, NPCI, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by us from time to time.
    9. “Card Association Rules” shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
    10. “Chargeback” shall mean reversal of the value of the Customer Charge with respect to any Transaction, inter alia, on account of (i) alleged forgery of the card number / bank account or other such details (ii) any charge/debit made on a card / account that has been listed as a hot listed card or suspected account or otherwise listed on the Card association warning bulletins (iii) duplicate processing of the transaction; or (iv) for other reasons as per applicable rules and guidelines issued by RBI, Card Associations, Acquiring Institutions and Issuing Institutions. In addition, it shall include any debit to the TranServ’s bank account to recover the value of the Customer Charge in the event that the Partner has insufficient funds in the Nodal Account and/or the Partner fails to pay for the same.
    11. “Transaction Confirmation” shall mean intimation received by TranServ from either the Partner or the Customer with regards to the receipt or delivery or supply of goods or services.
    12. “Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, knowhow (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information” trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) within the framework of this Agreement or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.
    13. “Convenience Fee” shall mean charges/ fees charged by TranServ or the Partner directly or indirectly to the Customer for using Udio Services offered.
    14. "Customer" shall mean an individual or legal entity, who/which purchases Products, offered by the Partner on the Partner’s Website or Mobile Application or physical store or through IVR system and is directed to the Internet Payment Gateway using a Valid Card or Net Banking account or any other acceptable modes of Payment Mechanism, provided by us.
    15. “Customer Bank Account” or “Account” shall mean a bank account or credit/ prepaid/ cash card account of the Customer with Issuing Institution.
    16. “Customer Wallet” shall mean a digital prepaid instrument authorized under the Payment and settlement systems Act, 2007 and held by the Customer with the Issuing Institution. This includes but is not limited to Udio Wallets issued by TranServ or its Partner Bank.
    17. “Customer Charge” shall mean the sale price of the Products purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are to be paid by the Customer.
    18. “Delivery” shall mean (i) in respect of a good, delivery of the good by a courier /parcel service appointed by the Partner or the Partner’s vendors, to the Customer within Delivery Due Date at the address specified by the Customer in this behalf; or (ii) in respect of a service, delivery or performance of provisions of service within the Delivery Due Date.
    19. “Delivery Due Date” shall mean the date/period displayed on the Website or otherwise notified to the Customer on or before which the Partner shall deliver the Products to the Customer(s).
    20. “Inactive account” shall mean Partner account without any transaction for minimum of 3 (Three) consecutive months.
    21. “Inactivity Fee” shall mean the fees charged by TranServ to the Partner for an Inactive merchant account
    22. "Issuing Institution" shall mean a bank or financial institution or other legal entity, with which the Customer has a Customer Wallet, a Net Banking account and/or which has issued the Valid Card or any such payment instrument to the Customers
    23. "Merchant Bank Account" shall mean the bank account maintained and nominated by the Partner for settlement of the Partner’s settlement Amount.
    24. “Merchant site” shall mean the Partner’s Website or Mobile Application or physical Store as detailed in the Merchant service Form submitted by the Partner.
    25. “Mobile Application” shall mean a software application that runs on smart phones, tablet computers and other mobile devices, the contents of which are controlled, operated and owned and established by the Partner, for the purposes of enabling the Customers to view Products and carry out Transactions for purchase of Products, offered on the Mobile Application.
    26. “Mobile SDK” shall mean proprietary mobile software development kit, a custom mobile software application and packaged Application Programming Interface codes (APIs) developed by TranServ.
    27. “Net Banking Account” shall mean the facility and internet account provided by the Issuing Institution to Customers holding a bank account or digital wallet account with the Issuing Institutions specified by TranServ from time to time.
    28. “Nodal Account” shall mean an inoperative account held by TranServ with any of the banks for the purpose of pooling the monies collected from Customers on the Partner’s behalf and facilitating the transfer of these funds in final settlement to the Partner (after deducting TDR, Convenience Fee or any other such fees / charges), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
    29. “Nodal Bank” shall mean the bank(s) designated by TranServ for the purpose of pooling the funds collected from Customers on the Partner’s behalf and facilitating the transfer of these funds in final settlement to the Partner (after deducting TDR, Convenient Fee or any other such fees / charges), pursuant to RBI notification DPSS.CO.PD.No. 1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications /guidelines amended from time to time.
    30. “Outstanding Amount” shall mean the amount payable by the Partner to Udio, Acquiring Institutions and/or Customers for any losses, costs, damages, penalties, Chargebacks, refund overdraft or credit problems suffered or incurred by the Customers, Udio and/or Acquiring Institutions; any fees and other payments owed to Udio by the Partner; and any claims or proceedings filed against Udio and/or Acquiring Institutions by the Customers or any third Party.
    31. “Payment Mechanism” shall mean the mechanism of making payment by utilizing the internet facilities of various Acquiring Institutions, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by from time to time.
    32. “Udio Checkout” shall mean the facility provided to the Customers to pay from Cards / Netbanking / Wallets or any such payment instruments to purchase the Products from the Merchant site with a single click.
    33. “Udio Collect services” or “Udio Services” shall have the meaning ascribed to it in the scope of service provided in this Agreement
    34. “Udio site” shall mean the website or mobile application provided by TranServ Private Limited (i.e udioforyou.com and/or biz.udio.in or any such URL provided) depending upon the Udio Services opted for by the Partner and the Customers.
    35. "Products" shall mean goods and/or services offered for sale by the Partner on the Merchant site.
    36. “Proof of Delivery” shall mean sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. Courier Company’s delivery confirmation and delivery confirmation by the Customer).
    37. "RBI" shall mean the Reserve Bank of India.
    38. “Settlement Amount” shall mean Customer Charge minus the TDR and any other charges/ fees payable by the Partner to TranServ under this Agreement.
    39. “Settlement Active” shall mean Partners who have completed their documentation process and are eligible to receive the settlement amount
    40. “Transaction" shall mean every payment request/order placed by the Customer on the Merchant site for purchasing Products from the Partner.
    41. “Transaction Active” shall means Partners who have started using Udio Collect Services but are yet to complete the documentation process.
    42. “Transaction Discount Rate” or “TDR” shall have the meaning prescribed in Clause 11.
    43. "Valid Card" shall mean any unexpired credit card or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, Rupay, Visa Electron or a Maestro or cash card, pre-paid card or other card as may be specified by Udio from time to time. Provided that the card is not listed in current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued
  • 2. Scope of Services
  • The Partner engaging in selling of goods and services has established the website/store to sell products and wants to collect payments digitally from the customers. TranServ shall provide the Partner with Udio Collect Services, for enabling the Partner to receive payments from its Customers. The Partner hereby authorises TranServ to collect payments on behalf of the Partner through services provided by relevant Payment Institutions.

    Udio Collect Services constitutes a technology and aggregation platform and acts as an intermediary by creating a link between the Partner’s website/ store and the services provided by Payment institutions; thereby enabling payment on the Merchant Site using various payment options provided by the Payment Institutions under the PSS Act and Banking Regulation Act, as the case may be.

    In case of payment by customers using their Udio Wallet, Udio acts as a PPI issuer and the settlements for the same shall be done directly from Udio’s escrow account into Merchant Settlement account.

    In order to serve in this role Udio has entered into agreements with relevant Payment Institutions to enable use of Payment systems operated by such Payment Institutions in order to process payments.

    Based on the services availed the process flow is mentioned in Schedule I and Schedule II

  • 3. Partner Account:
    1. The Partner is required to register and maintain a User Access ID and password with TranServ (“Account”).
    2. The Partner shall be fully responsible for maintaining the confidentiality and security of the Account, and TranServ shall have no liability for any loss or damage caused for any failure by the Partner to maintain confidentiality or security
  • 4. Obligations/Responsibilities of Parties
    1. Representation and Warranties of both Parties:
      1. it is an entity duly constituted and validly existing under Indian law;
      2. it holds necessary licenses, approvals and consents as may be required for the conduct of its business and such licenses, approvals and consents are valid and subsisting;
      3. it has, in terms of applicable law and its constitution documents, capacity to enter into and perform this Agreement and it has taken all actions required for its entering into this Agreement; and
      4. neither entering into nor performance of this Agreement will violate any law or conflict with or result in the breach or constitute a default or require any consent under any decree, order, judgment, indenture or agreement.
      5. it is not engaged in any business that facilitates money laundering or the funding of terrorist or criminal activities
    2. Obligations/Responsibilities of TranServ:
      TranServ hereby declares, assures, undertakes and covenants that TranServ:
      1. shall comply with all applicable laws in offering the Udio Collect Services
      2. is compliant with the certified Payment Card Industry Data Security Standard (“PCI DSS”)
      3. shall endeavour to provide assistance (technical/ operational) to the Partner during its business hours on Business Days.
      4. shall make reasonable efforts to resolve the Partner complaints/queries during business hours on Business Days
    3. Obligations/Responsibilities of Partner
      1. The Partner shall be fully responsible for maintaining the confidentiality and security of the Account, and TranServ shall have no liability for any loss or damage caused for any failure by the Partner to maintain confidentiality or security.
      2. The Partner shall have sole responsibility to maintain records of goods/ services provided to customers against which the payment transaction was initiated under the purview of this contract. Further, Partner shall be obligated to provide all such details to TranServ for purposes including but not limited to handling customer disputes, audits, fulfilment of regulatory and legal obligations
      3. The Partner agrees and acknowledges that TranServ does not provide or undertake any banking services as understood under the Banking Regulation Act, 1949; any activities undertaken by a financial institution as understood under the Reserve Bank of India Act, 1934.
      4. The Udio Services provided by TranServ constitute a technology and aggregation platform that enables payment, disbursement, clearing or settlement services as understood under the Payment and Settlement Systems Act, 2007. It further enables the Partner to avail the benefit of these services provided by Payment Institutions authorised to provide these services under the PSS Act and Banking Regulation Act, as the case may be.
      5. The Partner agrees that TranServ has no responsibility or liability to the Partner related to any services provided by Payment Institutions or other third parties to the Partner other than as expressly set forth in this Agreement.
      6. The Partner is solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to the Partner in connection with Partner’s business and use of Udio Services.
      7. The Partner shall consider confirmation of payment from Customer only upon due transaction confirmation from TranServ. TranServ shall not be responsible for any settlements for transactions done without confirmation from TranServ.
      8. The Partner shall ensure it maintains Proof of Delivery with respect to each Transaction initiated using Udio Collect Services for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by TranServ and/or the Acquiring Institutions at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, the Partner understands that TranServ and/or the Acquiring Institution and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Partner’s Merchant Bank Account with respect to any Transaction. TranServ and/or the Acquiring Institutions have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement and as per requirement of the Payment Institutions.
      9. The Partner shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on the Merchant Site. If the Partner is unable to deliver the whole or any part of the Transaction within the Delivery Due Date, the Partner shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions.
      10. All risks associated with the Delivery shall be borne solely by the Partner and not TranServ. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall e resolved directly between the Customer and the Partner without making TranServ and/or the respective Payment Institution a party to such disputes.
      11. The Partner shall be responsible to resolve all cardholder/customer account holder disputes related to the payment transactions attempted through use of Udio Services and provide whatever assistance necessary to assist the Acquiring Institutions, Card Associations and TranServ deal with all such disputes at its own cost.
      12. The Partner shall be responsible for the confidentiality of all information submitted by the Customers. Parties shall ensure that there are proper encryption and security measures at their website to prevent any hacking into the information of its Customers and other bank account / card account data;
      13. The Partner acknowledges that it shall not carry out the prohibited activities mentioned on http://shmart.in/contraband.html
  • 5. Confidentiality
  • Each Party agrees to protect the Confidential Information of the other with the same standard of care and procedures used by each to protect its own proprietary information.

  • 6. Trademarks Logos & Promotion
  • Any trademarks used or adopted in the conduct of its business is the sole property of the respective owners

    1. Each Party shall have the right, during the Term of this Agreement, to include the other Party's trademarks or logos in its advertising or promotional literature, free of charge, provided that the Party owning a trademark shall have an opportunity to review and approve any use of its trademarks prior to their distribution or release.
    2. Partner may, at its sole discretion, market, promote, advertise, and inform the Customers and general public of the Services provided herein in cooperation with TranServ. Any such activity shall prominently display a statement / logo / image provided by TranServ. However, the Partner shall be solely responsible for the accuracy of all information provided on its website and obtaining consent from TranServ for use of its statement / logo / image.
    3. Partner shall ensure that while marketing, promoting and/or advertising mVisa, wherever relevant, in any medium whatsoever it shall prominently display the name and logo of Udio as provided by TranServ stating such as “mVisa services Powered by Udio”. The Partner shall be solely responsible and liable for the accuracy of all information provided in such advertisement/promotion.
    4. The Partner acknowledges that TranServ has the right and hence may make an offer to the Customers to register for Udio Services, Udio Wallets and/or any other payment products marketed by it. Such customers, after registration to the products mentioned above, shall abide to the terms of service issued by TranServ from time to time.
  • 7. Indemnity
  • Each Party indemnify the other Party against awards, damages, losses and / or expenses.

    Each Party hereby undertakes and agrees to indemnify and hold harmless the Other Party from and against all actions, proceedings, all actual and direct claims, liabilities (including statutory liabilities), penalties, demands and costs, awards, damages, losses and / or expenses arising directly as a result of:

    1. any breach or non-performance by Party of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement; or
    2. any claim or proceeding brought by the Customer or any other person against either Party in respect of any goods/ services offered by such Party, limited upto the value of the goods/ services in question.
      or
    3. any act, neglect or default of its agents, employees.
  • 8. Term/Termination
  • This Agreement shall be in force until terminated by either Party or expiry of the Partner Account in meeting any of the following conditions:

    1. 5 (five) years from the date of registration unless the Partner Account is renewed by the Partner;
    2. No activity for a period of 6(six) consecutive months

    Parties to this Agreement may terminate this Agreement without cause at any time by service of a 30 (Thirty) day notice in writing to the other Party. Conditions for forthwith termination:

    1. Without prejudice to any other provision for termination in this Agreement, either Party shall be entitled to terminate this Agreement forthwith and on immediate basis without any notice period, upon the occurrence of any of the following events:
      1. if the other Party engages in fraud or other illegal or unethical activities, or in any activities which could adversely affect the reputation of the Party and/or shall incur losses to the Party;
      2. if the other Party enters liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction) or makes an assignment for the benefit of or compounds with its creditors or has a manager or receiver appointed in respect of all or any part of its business or a petition for winding-up or judicial management is presented against it or ceases to carry on any part of its business or threatens to do any of these things;
      3. if the other Party or any of their respective directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action by any reason whatsoever.
    1. In the event of any of the following, TranServ reserves the right to terminate the Services on an immediate basis without assigning any reason or notice whatsoever:
    2. The Partner is found to be selling products and services which are not allowed (contraband items). List of which is available http://shmart.in/contraband.html
    3. TranServ receives multiple complaints for the products/ services provided by the Partner.
    4. TranServ identifies that the customers are been provided misguided information about the product/services.
    5. Material breach of any clauses of this Agreement by the Partner
    6. There is a mismatch in the details provided by the Partner at the time of registration including but not limited i.e. PAN Card, Account details, business category, etc.
    7. TranServ seizes information about the Partner being involved in fraudulent transactions, violation of any rules, increase in customer dispute/ chargeback.
    8. The Partner with Transaction Active status does not complete the process to become Settlement Active, within the timelines provided to the Partner.
    9. The Partner fails to perform its obligations hereunder or is in breach of any terms and conditions of this Agreement. The termination under this Clause is in addition to and without prejudice to the termination rights which TranServ may have under any other Clause in this Agreement.
    10. The Acquiring Institution or Payment Gateway Providers or any Party changing their policy in respect of provision of any Services and / or refusing to render such Services for any reason whatsoever.
    11. TranServ receives intimation / instruction from any Payment Institution to terminate services to the Partner
    • Effects of Termination:
      1. TranServ shall cease to provide Services to the Partner and the Partner shall be disconnected from TranServ’s technological platform on an immediate basis, and no further transactions may be effected;
      2. If the most recent status of the Partner before termination is ‘Transaction Active’ and if the Partner has not completed requirements to receive Settlement, TranServ will process reversal of Customer Charge to effect credit of authorised amounts to respective Cards / Accounts used to authorise the payment transactions. In such a case, TranServ will not be liable to settle any monies to the Partner. Further, TranServ retains the right to levy TDR on such transactions to the Partner.
      3. The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the Term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking eff
      4. Where any payments claimed by TranServ exceeds the settlement Amount due to the Partner the difference thereof shall be a debt due from the Partner to TranServ and be forthwith recoverable either by deducting the same from any future settlement or by appropriate legal action, as deemed fit by TranServ. Without prejudice to TranServ’s rights and remedies, in the event that the Partner does not make any payments to TranServ by its due date or on demand as required under this Agreement, TranServ shall be entitled to charge daily compounded interest on such overdue amount from the due date until the date of settlement Amount in full, at the rate of 2.5% per month. This section shall not preclude TranServ from recourse to any other remedies available to it under any statute or otherwise, at law or in equity.
      5. All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by TranServ from time to time in respect of this Agreement, whether in respect of the utilization of the Udio Services or otherwise shall be returned by the Partner to TranServ upon termination.
      6. The Partner agrees and confirms that the Partner shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by TranServ, Payment Institutions, Card Associations and/or Customers and for all claims and proceedings arising against TranServ and/or Payment Institutions with respect to this Agreement. At the time of termination, TranServ may retain such amount from the Reserve (if any) and settlement Amount payable to the Partner (including settlement Amounts withheld) as may be determined by TranServ to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by TranServ, Acquiring Institutions, Card Associations and/or Customers for a period of 210 business Days. Subject to this Clause and any other Clause of this Agreement, all settlement to the Partner after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts owed by the Partner post termination, the Partner shall ensure that it pays TranServ all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep TranServ indemnified in this respect. This Clause survives the termination of this Agreement
  • 9. Force Majeure
  • Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable for failure to perform its obligations under this Agreement to the extent such failure is due to causes beyond its reasonable control (“Force Majeure”). In the event of the occurrence of Force Majeure, the Party unable to perform shall notify the other Party in writing of the events constituting Force Majeure and the performance obligations of the Parties will be extended by a period of time equal to the length of the delay caused by the Force Majeure; provided that if any such delay exceeds 90 (Ninety) days, then following such 90 (Ninety) day period, either Party hereto may terminate the unperformed portions of this Agreement on 10 (Ten) days prior written notice to the other Party

  • 10. Business Review:
  • TranServ may, from time to time during the Term, make or carry out business reviews of the Partner arrangement and/or the transactions carried out by the Partner, which shall be subjected to the following conditions: 

    1. verify that the Partner continues to be constituted as per laws and regulations and operates a bona fide business;
    2. verify that the Partner has sufficient safeguards in place to protect Customer's Data;
    3. quantify and investigate the levels of fraud or default or scope of business relating to the Transactions; and/or
    4. provide any other information/documents that TranServ (acting reasonably) may require in the context of its obligations under this Agreement and/or the agreements with the Acquiring Institutions or Card Associations or regulators, and the Partner shall provide all reasonable assistance and information, including but not limited to updated financials, to us with respect to such Assessments

    If, at any time after TranServ has made or carried out an Assessment or it has been notified of an issue, TranServ determines (acting reasonably) that the Partner or circumstances relating to the Partner represent a material credit risk or potentially increase our exposure under this Agreement, TranServ may:

    1. terminate this Agreement with immediate effect; and
    2. defer the payments due to the Partner for such period as TranServ deem appropriate (acting reasonably) to address the credit risk or exposure and, where necessary, such amount (in whole or part) may be applied towards any amount owed by the Partner to TranServ under this Agreement.
    3. If, at any time, TranServ discovers that a fraud has been committed by the Partner; or the Partner has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated, TranServ may report the same to any governmental and/or law enforcement authorities

    OR

    1. Continue offering Udio Services provided the Partner agrees to maintain a security deposit, determined by TranServ at its sole discretion, to act as a cover against the risk involved in continuing to provide Services. The Partner agrees that such a deposit will be maintained up to 12 months after the date of termination of the Agreement and will not bear any interest.
  • 11. Fees and Settlement
    1. In consideration of the Services provided by TranServ, the Partner agrees to pay to TranServ the fees, charges and / or other sums as stipulated in the commercial terms agreed between the Partner and Transerv, in accordance with the respective plan chosen by the Partner as specified in Schedule III
    2. Transaction Discount Rate (TDR) and / or Udio Services Fee shall be deducted by TranServ from the Customer Charge payable to the Partner in respect of each completed Transaction. TranServ shall endeavour to transmit the settlement amount i.e. transaction amount minus TDR, from the nodal account to the Partner’s bank account within the time prescribed by RBI
    3. The Partner agrees that TranServ may, at its sole discretion, modify the Udio Services fee schedule / TDR periodically and without giving any prior notice. Partner shall abide to any such modifications/ changes to the fee structure. In case of any such changes implemented due to regulatory changes, the Partner agrees to pay the same from time to time including those which are effected on a post facto basis.
    4. TranServ may demand Proof of Delivery for any Transaction(s), the Transaction shall be completed only upon submission of Proof of Delivery by the Partner (in the manner prescribed by TranServ) and the confirmation of the same by the respective Customer. In the event that the Customer does not confirm delivery within 3 (three) days from the date on which the Partner provides Proof of Delivery, it shall be considered as deemed confirmation and the Transaction shall be deemed to be completed.
    5. The transmission of the Settlement Amount to the Partner’s designated Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring banks, TranServ and the Nodal bank after actual receipt of Customer Charge in the Nodal Account.
    6. Udio Services may allow the Partner to initiate refund of Customer Charge and for such a purpose the Partner will be required to maintain additional funds in TranServ’s pre-funding account maintained with its Partner Bank. The Partner will be assigned a transaction limit equivalent to the amount deposited and any such unused amount will be refunded back to the Partner after termination of Udio Services.
      • All payments with respect to refunds and Chargebacks shall be sole responsibility of the Partner and TranServ shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to the Partner or the Customer. The Partner shall indemnify TranServ in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the Merchant Site / application/ store.
      • In the event of Chargeback, the Partner hereby authorizes TranServ to withhold settlement amount due to the Partner till the charges are settled in full.
      • Notwithstanding anything contained anywhere in this Agreement, the Partner hereby confirms and agrees that TranServ, Acquiring Institution and Nodal bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of TranServ and/or the Acquiring banks and/or Card Association.
      • In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to TranServ, Acquiring Institution and/or the Customer by the Partner, TranServ and/or the Acquiring Institution reserve the right to reverse the credit given to the Merchant bank Account or set-of the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to the Partner. TranServ and/or Acquiring Institution may also deduct the payment amount due from future Settlement Amounts payable to the Partner with respect to subsequent Transactions.
      • Operations of the Udio Collect service and / or any Settlement Amount due to the Partner under this Agreement may be suspended or delayed till such time as TranServ, the Acquiring institution and/or nodal bank deems fit, if (a) the Partner or the Customer or a third party commits any fraud or violates any law or legal requirement; (b) TranServ and/or the Acquiring Institutions have reasons to believe that a fraud has been committed against the Customers, TranServ, Acquiring Institutions or any third party by the Partner, Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) the Partner have excessive pending Chargebacks or poses high Chargeback and/or refund Risk; (d) continuous non-delivery or delayed delivery of Products to Customers; or (e) for any other reasonable reasons.
      • In the event when the Partner does not use the Udio Services for an extended period without terminating the Agreement, TranServ reserves the right to either forfeit any available balance or charge an inactivity fee to such a Partner, such fee shall be Rs. 10,000 (Rupees Ten Thousand Only) per quarter on a rolling basis or as prescribed by TranServ from time to time. In case of the expiry of the Partner Account, all such balances will be forfeited.
  • 12. Notice
  • Any notice under this Agreement shall be in writing signed or sent by Email and dated by or on behalf of the Any notice under this Agreement shall be in writing signed or sent by Email and dated by or on behalf of the Party giving it and shall be deemed to have been received on the date of delivery/transmission by the other Party. All communications (including notices, intimations etc.) shall be sent to the Partner only to the most recent updated contact details as provided by the Partner

  • 13. Maintenance of Service
  • TranServ and Payment Institutions may, from time to time upgrade, modify, alter or perform maintenance services on their respective technological platforms. TranServ shall endeavour to ensure that the Services continue to be operational and available and in the event unable shall endeavour to ensure that the same is available for utilisation as soon as may be possible.

  • 14. No Waiver
  • The failure of either party to insist in any instance upon the strict keeping, observance or performance of any provision of this Agreement or to exercise any election in this Agreement shall not be construed as a waiver or relinquishment for the future of such provision, but the same shall continue and remain in full force and effect. No waiver or modification by either Party of any provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by the Party to be charged.

  • 15. Assignment
  • This Agreement, or any right or interest herein, shall not be assignable or transferable by any Party except with the prior written consent of the other Parties. Provided, however, either Party may assign this Agreement in its entirety (including all Order Forms), without the other Party’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or to an affiliate

  • 16. Limited Liability
  • Disbursement of funds against unlawful, un-regulated or prohibited activities or any disbursements which may be deemed to result in money laundering, combating finance for terrorism (CFT) etc. will make the Partner solely & unconditionally liable for the implications. Partner hereby indemnifies TranServ from any losses, fines or any other penalties arising out of the same. Notwithstanding anything contained under this Agreement, the aggregate liability of TranServ shall not be more than the net revenue earned by TranServ under this Agreement.

  • 17. No Consequential Damages
  • Without prejudice to any other provisions of this Agreement, TranServ shall not be liable to Partner for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Services, including without limitation any:

    1. interruption or stoppage to the Customer’s access to and / or use of TranServ’ site and services and the Payment and delivery mechanism;
    2. any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings.
  • 18. Amendments
  • TranServ shall at its discretion may modify/amend/add any of the terms and conditions from time to time with respect to Udio Service Agreement, Application Form and the Terms of User. The Partner shall be bound in all respects with the requirements of the TranServ Terms and Conditions and such instructions as the Partner may receive from TranServ. The same shall always be deemed to be an integral part of this Agreement. Such updated Terms and Conditions will be displayed on TranServ’s website and Partner would be communicated. The communication shall be sent to the contact details mentioned by the Partner during the registration process.

  • 19. Specific Terms
  • In the event TranServ and Partner mutually agree on certain specific terms vide a separate contractual agreement, such terms will be read in conjunction with this Agreement and the consolidated terms are binding on both the Parties.  All provisions of this Agreement which are not in conflict with any provision of this Terms and Conditions shall be deemed to be incorporated herein as if specifically, repeated. If case of any conflict between the provisions of this Agreement and the separate contractual agreement, the provisions of the separate contractual agreement will have the overriding effect over the conflicted provision in the Agreement.

  • 20. Intellectual Property Rights
  • Udio Wallets, Udio Cards and all aspects of Udio Services is the property of TranServ. 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 prior written consent of the other Party, and the usage 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 part.

  • 21. Independent Business Operations
    1. The Parties acknowledge that, notwithstanding anything to the contrary contained in this Agreement, each Party shall continue their business operations independent of each other.
    2. TranServ shall, at all times, be free to continue offering Udio Services / Wallets and/or other payment products to any third party, including other companies, banks, individuals, and merchants, irrespective of such third party’s relationship with the Partner.
    3. TranServ shall continue to implement marketing and engagement programs for its customers and prospective customers, independent of this Agreement, and, any benefit under such marketing or engagement program shall also be available to the Customers.
  • 22. Customer Communication
  • The Partner shall be solely responsible for any communication sent by it to Customers, via sms, email or any other medium, using Partner’s own platform or Udio’s platform. It shall be Partner’s responsibility to verify the sanity of the customer’s database to ensure no DND customers are contacted. The Partner will be solely liable and responsible for any complaints registered by customer or any other person in this regard. TranServ will not be held liable if any such situations arise.

    TranServ may send communication to Customers, via sms, email or any other medium, with regards to the payment transactions processed by the Partner using Udio Services. TranServ shall be solely responsible for such a communication.

  • 23. Sub-licencing
  • The Partner acknowledges that, the services provided to the Partner shall not be sub-licensed to any third Party. In case the Partner is found at fault the services shall be terminated immediately and a fine of Rs. 10,00,000/- (Rupees Ten Lacs Only) shall be levied

  • 24.Right to Audit
  • The Partner acknowledges that Udio Services is a payments product and governed by the Payment and Settlement Act, 2007 of RBI and prevailing guidelines thereof. Under the purview of such regulations and/or TranServ’s obligations to Payment Institutions, TranServ shall have the right, at reasonable times and on reasonable notice (but in no event on less than two (2) week notice), to audit Partner’s books and records pertaining to the scope of services under the Agreement. Audits may be performed by the employees, independent accounting firms, and other designated representatives of TranServ.

  • 25. Non-poaching
  • During the Term of this agreement and for a period of one (1) year thereafter, no Party shall, whether on their own account or for any other person: (i) solicit or entice or endeavour to solicit or entice, away from the other Parties, any employee; (ii) employ, hire, engage, or obtain services of, in any capacity whatsoever, whether under a contract of employment or engagement or otherwise, whether on a full-time basis or otherwise, any employee; and  (iii) it shall not cause or permit any person directly or indirectly under its control to do any of the foregoing acts or things.

  • 26. Arbitration & Governing Law
  • All disputes arising out of or in connection with this Agreement, during its subsistence and after its termination in any manner whatsoever, including the validity of this Agreement shall be decided by arbitration in accordance with the provisions contained in the Arbitration and Conciliation Act, 1996. Proceedings of such Arbitration shall be held at Mumbai and shall be conducted in English language. This Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to the competent courts at Mumbai alone

  • 27. Miscellaneous
  • The terms and conditions and understanding mentioned in this Agreement shall be binding on both the Parties and their respective successors and permitted assigns. This Agreement is on principal-to-principal basis and nothing contained herein shall be deemed as any partnership or any agency between the Parties hereto. Neither Party is, nor shall be deemed to be, an agent of the other. The failure of either Party to enforce at any time the provisions hereof shall not be construed to be a waiver of such provisions nor a waiver of such duty or obligation; nor shall it be construed as stopping such Party from taking any action or exercising any remedy permitted in this Agreement or under law upon the subsequent occurrence of any similar or identical failure or breach, or upon the failure of the other Party to subsequently cure such breach. Should any provision of this Agreement be determined to be unenforceable or invalid, or any transaction contemplated hereby determined to be unlawful by a court of competent jurisdiction, arbitrator or competent government body for any reason, all other provisions shall continue (except if this Agreement stands terminated) in full force and effect

    SCHEDULE I: COLLECT SERVICES PROVIDED BY TRANSERV TO PARTNER

    To be read in conjunction with the Udio Collect Services Agreement. In case of any contradiction the below clauses shall prevail:

    1. The Collect Services provided by TranServ to the Partner shall be:
    • Enabling the Partner to collect money from Customers through internet payment gateways and other modes as may be determined by TranServ. The mode of provision of the Services shall be as follows:
    • By accepting the terms of this Agreement, the Partner authorises TranServ to cause online transactions to take place through Payment Service Providers for enabling the partner to collect money from customers.
    • TranServ shall generate an electronic fund transfer of any amount received from Customers between the Payment Service Providers and TranServ’s nodal escrow account, pursuant to which, the amount shall be transferred to the Partner’s account.
    • Subject to applicable RBI guidelines, TranServ shall cause the Partner Bank to transfer the amount from the nodal escrow account to the Partner’s account within 3 (Three) days of receipt of the Transaction Confirmation from the Customer.
    • In case of any dispute between the Customer and the Partner, TranServ shall hold onto the amount in the nodal escrow account until such dispute has been resolved between the Customer and the Partner. Provided that Partner shall be responsible for intimating TranServ about any such dispute. In the absence of any such intimation, TranServ shall transfer the amount to the Partner’s account.
    • Value added services such as transaction analytics, loyalty platforms and gift vouchers;
    • Any other services as may be determined by TranServ from time to time.

    SCHEDULE II: COLLECT SERVICES FOR MVISA

    To be read in conjunction with the principal Udio Collect Services Agreement. In case of any contradiction the below clauses shall prevail:

     

    TranServ shall provide collect services to the Partner enabling the Partner to collect money from customers through mVisa. The mode of provision of the Services shall be as follows:

    1. Partner onboarding: - Transerv will facilitate Partner onboarding in both – TranServ and acquiring partner’s systems. This will include facilitating bank approvals and setting up of Partner in all processing systems in the transaction chain.
    1. QR Code generation:- Transerv will facilitate generation, printing & deployment of QR codes in all cases where a static QR code (i.e. not tied to a specific order/purchase) is to be deployed at the merchant premises (central or distributed locations).Transerv will facilitate generation and transmission of the QR Code digitally between Transerv and merchant via an API in all cases where a dynamic QR code (i.e. linked to an order/purchase) is to be presented to the customer over a direct channel between the merchant and merchant’s consumer. For e.g., printing a QR code on a bill/invoice/courier package/etc. or on the merchant website for collecting payments.
    1. Transaction processing: - Transerv will facilitate processing of all mVisa transactions as and when it is presented to Transerv over the card scheme network basis the MID embedded in the QR Code. The overall transaction flow shall be as follows:-
      1. Merchant presents the QR Code to the Customer;
      2. Customer scans the QR Code from an mVisa compliant issuing entity app such as Udio, etc;
      3. Depending on the type of QR Code, customer shall enter an amount or pay for a fixed amount as specified in the QR Code;
      4. Customer shall authenticate the transaction as per the authentication protocols of the mVisa compliant application used to scan the QR Code;
      5. The mVisa compliant application shall send the transaction to Visa who shall in turn forward it to TranServ as the merchant acquirer;
      6. Transerv shall approve/reject the transaction based on merchant settings within the TranServ merchant acquiring system;
      7. Transerv shall forward the transaction approval/rejection status to Visa for further processing;
      8. Visa shall communicate the approval/rejection to the mVisa compliant issuing entity;
      9. The mVisa compliant issuing entity shall approve/reject the transaction basis the response received from Visa and communicate the debit status to the customer via in app notification, SMS, e-mail, and/or any other channel as deemed fit.
    1. Settlement: - TranServ shall facilitate settlement to merchant account on T+3 for all mVisa transactions processed successfully on T day.
    1. Refunds: - TranServ shall facilitate initiation of the refunds between merchant and card scheme network on best effort basis (T+ 7 working days) after which the refund into customer’s card account in the card issuing entity systems shall take place as per the standard refund and settlement cycle of the card issuing entity.
    1. Chargeback: - TranServ shall facilitate chargeback resolution between merchant and card scheme network based on the documentary evidence presented by the merchant in defence of the chargeback as per the card scheme network guidelines related to chargeback handling.

    SCHEDULE III: TABLE OF CHARGES

    To be read in conjunction with the Udio Collect Services Agreement.