General terms and conditions for Unlimit services

Scope of the general T&CS

These General T&Cs applies to the entire contractual relationship between the Parties and in relation to all Unlimit Services. It is understood that the applicability of the relevant terms under the Service-Specific T&Cs will depend on the nature of the Unlimit Services opted for by the Merchant and agreed to be provided by Unlimit.
The Merchant shall pay to Unlimit applicable Service Fees specified by Unlimit in relation to the various services availed by it from Unlimit, as set out in the MSA, as may be updated or revised from time to time. Such revisions will be notified by Unlimit to the Merchant by way of a prior intimation.

Scope of the Unlimit Services

For availing Unlimit Services, the Merchant is required to strictly implement the API Integrations specified as per the Integration Specifications provided by Unlimit to the Merchant to enable Unlimit Services on Merchant Site. Unlimit has also entered into agreements with various Acquiring Institutions/Partner Institutions to process payments using Acquiring Institutions Services, in order to provide the Unlimit Services.
The Merchant shall have the option to opt for one or more of the Unlimit Services to avail the Payment Aggregation Services together with the Platform Features, the Value Added Services and/or the Technology Services, and to enable its Customers to make payments to the Merchant either through the Merchant Site or directly through the platform provided by Unlimit. If the Merchant has not opted for any one or more of the Unlimit Services on the date of the MSA and elects to do so on a subsequent date, the Merchant can do so by requesting the same by way of an email from its Registered Email ID or through the Merchant Dashboard (whichever option is provided by Unlimit). Unlimit may confirm the provision of the Unlimit Service(s) by: (i) sending an email intimating the Merchant about Unlimit’s confirmation; (ii) executing (electronically or otherwise) one or more Service Addendums, as applicable; and/or (iii) activating the Unlimit Service(s) for use by the Merchant, and any such action by Unlimit shall be deemed to be Unlimit’s confirmation.
Unlimit will act as a technology service provider by creating a link between the Merchant Site for collecting or receiving the Transaction information from the Merchant and the respective Acquiring Institutions by means of the API Integrations with the Unlimit Site, for enabling the Customers to make payment of the Customer Charge to the Merchant for Transactions processed using the Payment Mechanism offered by Unlimit.
Once the payment instruction is Authenticated and Authorised by the relevant Acquiring Institutions in respect of a Transaction, the Acquiring Institutions will transfer such approved Customer Charge from the Customer Account to Unlimit’s Collection Account.

Approval and onboarding / registration for availing Unlimit Services

The Merchant shall: (i) disclose in the Application Form the exact Purpose for which the Merchant will use the Unlimit Services (and for any Unlimit Service to be availed on a subsequent date, disclose to Unlimit in writing the exact purpose for which the Merchant will use such Unlimit Service); (ii) avail the Unlimit Services only through its designated Merchant Site or any other mode approved by Unlimit; and (iii) obtain the prior written approval of Unlimit to use the Unlimit Services for any other purpose.
In order to avail Unlimit Services, the Merchant irrevocably and unconditionally accepts that: (i) the Merchant must first be approved by and registered with Unlimit and the Partner Institutions; (ii) the Merchant shall provide Unlimit with all such documents as are required by Unlimit to register the Merchant with Unlimit and the Partner Institutions and for the purpose of carrying out the KYC Checks on the Merchant by Unlimit and the Partner Institutions; (iii) the Merchant shall complete the process of KYC Checks with Unlimit and the Partner Institutions within the timelines specified by Unlimit (“KYC Check Period”); and (iv) the Partner Institutions have the right to withdraw their approval/ consent at any time prior to or after commencement of the Unlimit Services.
The Merchant irrevocably and unconditionally confirms that: (i) pending completion of the KYC Checks of the Merchant, Unlimit may at its sole discretion approve and settle Transactions up to an aggregate value as may be determined by Unlimit but Unlimit shall not be obliged to settle any further Transactions until the KYC Checks of the Merchant are completed; (ii) in the event KYC Checks are not completed within the KYC Check Period, Unlimit shall not be obliged to cause any payment of any Settlement Amounts to the Merchant Bank Account in respect of any unsettled Transactions; and (iii) Unlimit shall be entitled to retain all such amounts and apply the same in any manner as it deems fit including, without limitation, transferring such amounts to Unlimit’s own bank accounts, in accordance with Applicable Laws.

Connectivity and integrity of Hotlink

The Merchant agrees that Unlimit has granted or will grant to the Merchant only a revocable, non-exclusive, non-transferable right to use the API Integrations and Integration Specifications solely for integrating the Merchant Site, where applicable. Both Parties shall work together to link the Unlimit Site with the Merchant Site using API Integrations. The Merchant agrees that it shall be solely responsible, at its own cost, for providing and maintaining all necessary equipment, software and facilities at its end so as to link the Merchant Site to Unlimit Site using API Integrations. Each Party shall cooperate with the other Party and render assistance to it for connecting the respective software systems of the Parties.
For security of data during transmission in the course of enabling Customers to make payments, both Parties shall ensure that there are proper encryption and robust security measures at their respective websites and systems to prevent any hacking into information pertaining to Transactions.
The Merchant irrevocably and unconditionally confirms that:
1. it shall comply with the baseline technology related recommendations prescribed by the RBI from time to time;
2. Unlimit shall be entitled: (a) to undertake comprehensive security assessment to ensure that technology related requirements are being adhered to by the Merchant; and (b) at its sole discretion specify any required upgrades or changes which the Merchant shall promptly implement;
3. it shall not store customer’s credit/debit card data without having the required PCI/DSS certifications and would rely on the tokenized card data as provided by the authorised token requester Partner from Unlimit or through any partner agency.
4. it has read and understood the contents of the Integration Specifications provided by Unlimit for completion of integration of Merchant Site with Unlimit Site using API Integrations and the integrity of the Hotlink;
5. Integration Specifications include, without limitation, tools, applications, sample codes, libraries, data, files and any updates, upgrades, patches or releases related to the foregoing that Unlimit makes available to the Merchant for the purposes of integration of Merchant Site with Unlimit Site using API Integrations and the integrity of the Hotlink;
6. any upgrade in relation to Integration Specifications as communicated by Unlimit to the Merchant from time to time shall be implemented by the Merchant forthwith and the Merchant shall not present any Transactions for processing using Unlimit Services until the upgrade suggested by Unlimit have been fully implemented by the Merchant.
7. it is the sole and independent responsibility of the Merchant to complete the integration strictly as per the Integration Specifications;
8. any loss, cost, charges, liabilities, damages, fee, penalties or losses of any nature whatsoever arising from the Merchant not meeting any requirements of any upgrade suggested by Unlimit or not meeting any Integration Specifications shall be the sole liability of the Merchant and Unlimit shall not be liable or responsible in any manner for the same;
9. it shall: (a) take all such precautions and measures as may be directed by Unlimit to ensure that there is no breach of security and that the integrity of the Hotlink and the API Integration is maintained; (b) ensure that all Customers upon accessing the Hotlink are properly directed to Unlimit Site; and (c) routinely and at such time intervals, as may be specified by Unlimit or the Acquiring Institutions, check the integrity of the Hotlink and provide such reports as may be required by Unlimit or Acquiring Institutions from time to time; and
10. it shall use the salt and key provided by Unlimit only on the designated Merchant Site and shall obtain the prior written approval of Unlimit to use the salt and key on any other website/platform.

Authorisation and authentication of transactions

The Partner Institutions will authenticate, authorise, and process payment instructions given by the Customers on the Merchant Site in respect of the Transactions upon fulfilment of criteria as set forth by the Partner Institutions from time to time and thereafter transfer such approved Customer Charge from the Customer Account to Unlimit’s Collection Account.
The Merchant irrevocably and unconditionally confirms that: (i) Unlimit and/or the Partner Institutions may reject authorisation of Transactions placed by Customers for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Authorised Cards, use of blacklisted/banned cards or pursuant to Applicable Laws or any instructions from (or contained in) any guidelines or instructions by or through RBI and/ or the Partner Institutions or any Card Scheme Rules; (ii) as a part of risk management activities, Unlimit and/or the Partner Institutions reserve the right to limit or restrict Transaction size, amount and/or monthly volumes at any time and that such limitations or restrictions may be imposed for amongst others limits/restrictions on number of purchases which may be charged on an individual Authorised Card or Net Banking Account during any time period, rejection of Customer Charge from Customers with prior history of questionable charges and unusual monetary value of Transactions; and (iii) as a security measure, Unlimit may block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted Customer cards, accounts, groups of IP addresses, devices or geographic locations as Unlimit may deem fit at its sole discretion including, without limitation, taking or imposing further risk mitigation measures. Intimation or information in relation to the Transactions affected by any of (ii) or (iii) above will be provided by Unlimit on the Merchant Dashboard.

Settlement to the Merchant

Subject to any other provisions of the MSA and receipt of remittance from the Partner Institutions in Unlimit’s Collection Account Unlimit shall endeavour to instruct the Escrow Banks to transmit the Settlement Amount from Unlimit’s Collection Account, to the Merchant Bank Account within the Settlement Period.
The Merchant irrevocably and unconditionally confirms:
1. that transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Partner Institutions and Unlimit after actual receipt of Customer Charge in Unlimit’s Collection Account, subject to Merchant providing Proof in relation to the Transaction to Unlimit upon such demand, if and whenever, being made by Unlimit;
2. Unlimit and/or the Partner Institutions reserve the right to reject payments with respect to any Customer Charge for any reason including, without limitation for: (a) any Transactions that may be unlawful, unenforceable, doubtful or erroneous; (b) potential or actual fraud, suspicious activities, card Authentication and Authorisation issues, overpayment made due to mathematical errors or otherwise; (c) penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product; or (d) if the Transaction was not made in accordance with the requirements of Unlimit, the Acquiring Institutions or the Card Schemes; and
3. in the event of Chargeback, refunds or other Outstanding Amounts remaining due from the Merchant to Unlimit, the Partner Institutions or Customers: (a) Unlimit and/or the Acquiring Institutions reserve the right to hold/reverse the credit given to the Merchant Bank Account or set-off the same against any Settlement Amount payable to the Merchant; and (b) Unlimit and/or the Acquiring Institutions may also deduct the payment amount due from future Settlement Amounts payable to the Merchant.
Notwithstanding any other provision of the MSA, if Unlimit and/or the Acquiring Institutions determine that the Merchant is incurring excessive amount of Chargebacks, Unlimit will establish controls or conditions governing the Transactions contemplated under the MSA, including without limitation, by: (i) establishing any new Service Fees; (ii) requiring the Merchant to provide a Reserve as determined by Unlimit to cover anticipated Chargebacks; (iii) delaying the settlement/establishing new settlement remittance timelines; and (iv) terminating or suspending the Unlimit Services.
The Merchant agrees to provide necessary documents and information within the timelines specified by Unlimit as per Card Scheme Rules and/or RBI and/or relevant governmental authorities in the event of a Customer dispute or Chargeback. The Merchant confirms that if the Merchant fails to provide the necessary documents/ information required by the Partner Institutions for establishing the authenticity of the Transactions: (i) Unlimit may at its sole discretion provide such documents and information to the Partner Institutions on behalf of the Merchant as may be available with Unlimit; and (ii) if the Partner Institution rejects the Chargeback or otherwise decides in favour of the Merchant, Unlimit shall be entitled to retain the Chargeback amount in relation to such Transactions, as consideration for the actions taken by Unlimit.
The Settlement Amount due to the Merchant under the MSA may be suspended or delayed till such time as Unlimit deems fit in cases, amongst others, where: (i) the Merchant or any Customer violates or is suspected of violating any Applicable Laws; (ii) Unlimit and/or the Partner Institutions have reasons to believe that a fraud has been committed against any Customer, Unlimit, Acquiring Institutions or any third party by the Merchant or any other third party, or Unlimit has reasons to believe that the Merchant or any Customer has, in connivance with any other person or otherwise, committed any fraud or participated in the same, or any transaction has been fraudulently initiated; (iii) the Merchant has excessive pending Chargebacks or poses high Chargeback and/or refund risk; (iv) Unlimit and/or the Partner Institutions have reasons to believe that the Merchant is dealing in Products which are illegal or offensive or restricted or banned as per the List of Banned Items; or (v) there are regular instances of non-Delivery or delayed Delivery of Products to Customers.
The Merchant agrees that it shall be fully liable to return/refund to Unlimit any extra funds settled to the Merchant, within 2 (two) days of intimation by Unlimit. Subject to the other clauses of the MSA, in the event that the Settlement Amounts to be transferred to the Merchant have not been transferred, Unlimit shall endeavour to settle the relevant Settlement Amount to the Merchant’s account within 7 (seven) days of notification from the Merchant.

Reconciliation

The Merchant agrees to promptly: (i) complete the reconciliation of the Transactions on the basis of Transaction details made available by Unlimit, to confirm the Settlement Amount against each of the Transaction(s) concluded using Unlimit Services; and (ii) report any discrepancy during such reconciliation to Unlimit immediately upon first knowledge of such discrepancy or within 2 (two) calendar days of receipt of Settlement Amount, whichever is earlier, failing which the reconciliation statement provide by Unlimit shall be final and binding on the Merchant.

Reserve and recovery rights

In order to protect itself from unexpected or sudden charges incurred by the Merchant from acquiring banks/ issuers/networks/government agencies, Unlimit shall require the Merchant to establish a surety/security fund in the form of a rolling reserve. This fund shall be INR 2,000,000 and may be adjusted to an amount up to 10% of the gross settlement over the last 7 days, whichever is higher.
Unlimit will require the Merchant to create a non-interest bearing Reserve by placing funds with Unlimit and/or create such Reserve from any Settlement Amounts available with Unlimit against Chargeback risk, credit risk, refund risk, refund overdraft risk, non-Delivery issues, selling of banned or restricted items, penalty, fines, charges, expenses, adjustments, assessments non-payment of maintenance fees or any other amounts payable to Unlimit or any other indications of performance problems related to the Merchant’s use of Unlimit Services. No funds held in the Reserve shall accrue or bear interest. If the Merchant does not agree to the required Reserve amount with Unlimit within 7 (seven) days of a notice issued by Unlimit for the same, or fails to provide the agreed Reserve amount, Unlimit reserves the right to suspend and/or terminate, without further notice: (i) any Settlement Amount payable to the Merchant; and/ or (ii) the Unlimit Services.
The Merchant further irrevocably authorizes Unlimit to debit necessary amounts from any funds due to the Merchant that are in possession or under control of Unlimit in order to establish, maintain and increase the Reserve. If there are no funds to debit from to establish, maintain or increase the Reserve, the Merchant shall provide Unlimit with necessary amount. The Reserve may comprise a rolling reserve, collateral, deposits or other security instruments or combinations thereof.
The amount of the retained Reserve is subject to the regular reviews and assessments of the involved security risks by Unlimit. If the estimated security requirements of Unlimit exceed the Reserve, Unlimit at its own discretion and at any time upon prior notification to the Merchant is entitled to change and increase the rolling reserve/collateral/deposit and/or extend the holdback period and/or request the Merchant to provide a certain amount as a security to cover the Merchant’s obligations.
The Merchant irrevocably and unconditionally confirms that Unlimit shall be entitled to use the Reserve or any balance in the Settlement Amount available in any or all of the merchant identification number(s) issued to the Merchant, to set-off any Outstanding Amounts payable by the Merchant to Unlimit, the Partner Institutions and/or Customers under the MSA.
If the Settlement Amount payable to the Merchant and/or the Reserve (if any) is not sufficient to cover the Outstanding Amount, the difference thereof shall be a debt due from the Merchant to Unlimit and be forthwith payable by the Merchant and recoverable by appropriate legal action, as deemed fit by Unlimit. Without prejudice to Unlimit’s rights and remedies, if the Merchant does not make any payment to Unlimit by its due date or on demand, Unlimit shall be entitled to charge interest on such overdue amount from the due date until the date of payment thereof in full, at the rate of 1.5% per month. The provisions of this clause shall not in any manner preclude or restrict Unlimit from recourse to any other remedies available to it under the Applicable Laws or otherwise, at law or in equity. The Merchant agrees that any such interest is not in the nature of penalties and that such charges are a genuine pre-estimate of loss.

Representations and covenants of Merchant

The Merchant represents that: (i) it is duly organised and validly existing under the laws of the jurisdiction in which it is established; (ii) it has the requisite power and authority to execute, deliver and perform the MSA and the MSA has been duly and validly authorised, executed and delivered by it; (iii) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (iv) the execution and delivery of the MSA and the consummation of the transactions contemplated herein does not breach its organisational documents or any Applicable Law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; (v) the person executing the MSA on behalf of the Merchant is duly authorised to execute the MSA for and on behalf of the Merchant and has the authority to bind the Merchant accordingly; (vi) all particulars, information and details provided by the Merchant to Unlimit under the MSA are true, correct, complete and up to date in all respects and no information has been withheld, and the Merchant understand that such particulars, information and details provided by Merchant shall form the basis for offering the Unlimit Services the Merchant; (vii) it has the legal right and title to sell Products offered by it to the Customers by using the Unlimit Services; (viii) it has adopted and implemented the best service standards in the industry to ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards; (ix) only the authorised personnel of the Merchant are given access to the Merchant Dashboard provided by Unlimit; and (x) it has an appropriate cancellation policy, refund policy, privacy policy, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Products provided by it and terms of paying the Customer Charge are displayed conspicuously on the Merchant Site and in accordance with the terms of the MSA.
The Merchant covenants and undertakes that it shall:
1. 1. comply with the Applicable Law while availing the Unlimit Services, and not offer any Products, which are illegal or offensive or banned as per the List of Banned Items and/or are not in compliance with Applicable Laws, whether central, state, local or of the jurisdictions from where Customers can place orders for Products;
  2. comply with the Applicable Laws during the entire term of the MSA, including but not limited to the following: (a) pertaining to data privacy; (b) pertaining to GST laws as may be applicable to Merchant including timely deposit of GST to the government and maintaining appropriate compliance ratings; and (c) pertaining to security practices and procedures as prescribed under Information Technology Act, 2000 the Digital Personal Data Protection Act, 2023 and rules, regulations and notifications issued thereunder, as may be applicable;
  3. comply with RBI circular RBI/2021-22/96 CO.DPSS.POLC.No.S-516/02-14-003/2021-22 dated September 07, 2021 Tokenisation – Card Transactions: Permitting Card on File Tokenisation (CoFT) Services ‘Tokenisation Circular’ and RBI/2021-2022/142 CO.DPSS.POLC.No.S-1211/02-14-003/2021-22 Restriction on storage of actual Card data [i.e. Card-on-File (CoF)] dated December 23, 2021 and shall not store Customer Card details on its Site for any purposes whatsoever.
  4. maintain and operate the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libellous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to Unlimit, the Acquiring Institutions, Card Schemes and/or any other third party;
  5. in writing inform Unlimit of all changes in its constitution, ownership, or change in the current addresses of registered office or primary place of business, within 7 (seven) Business Days of such change having taken place. Such intimation shall be provided on the Merchant’s letterhead signed by the authorised signatory of the Merchant or in such other manner as Unlimit may specify;
  6. forthwith upon request put up such notices or disclaimers or warranties as may be required by Unlimit and/or the Acquiring Institutions;
  7. comply with the Partner Institutions rules and Card Scheme Rules and all applicable rules, guidelines, instructions, requests and actions, as may be required by the Partner Institutions;
  8. it shall not engage in activities that harm the business and/or brand and/or reputation of Unlimit, the Acquiring Institutions and/or Card Schemes;
  9. ensure that its infrastructure and systems are compliant with the PCI DSS and PA DSS, and it shall provide security assessment reports, in the manner specified by Unlimit, on a monthly or quarterly or annual basis (as advised by Unlimit) demonstrating its compliance with the aforesaid security standards;
  10. promptly report to Unlimit any actual or suspected unauthorised access, collection, acquisition, use, transmission, disclosure, corruption or loss of any confidential information including the customer data and payments data;
  11. remedy each security incident immediately upon knowledge and provide Unlimit with written details of the internal investigations conducted in this regard;
  12. duly fulfill all Transactions initiated by Customers in accordance with: (i) the terms and conditions agreed between the Merchant and the Customer; and/or (ii) instructions of the Customer;
  13. be solely liable for quality, efficiency and merchantability of the Products and for ensuring that the Products meet the expectations of Customers;
  14. ensure that the rates communicated to Customers by the Merchant for Products include all applicable taxes;
  15. neither collect nor save any payments information of the Customer including, without limitation, any details relating to Authorised Cards on the Merchant Site nor collect any payments data including the card details from the Customer, and agrees that Unlimit may carry out a security audit of the Merchant to check its compliance with this requirement;
  16. be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products offered by the Merchant;
  17. it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including, without limitation, withholding taxes) in relation to the Customer Charge and the Unlimit Services provided under the MSA;
  18. prior to accepting any instructions from the Customers, ensure that the Customers: (i) are duly registered with the Merchant and/or on the Merchant Site, as applicable; and (ii) have accepted all the Merchant’s terms and conditions; and
  19. in the event that the Merchant decides to display logos of any of the Partner Institutions to its Customers on the Merchant Site and/or other marketing materials, ensure that it prominently displays the logos of all the respective Partner Institutions in the same manner and without any discriminatory treatment to any one of them and in accordance with the guidelines and/or directions provided by each of the respective Partner Institutions. In addition, the Merchant shall not promote, dissuade or impose restrictions/conditions on any one Authorised Card or Payment Mechanism and/or Card Scheme over any other, exceptions being limited time bound tactical marketing programs with one or more Partner Institutions.

Representations and warranties of Unlimit

Unlimit represents, warrants and undertakes that: (i) it is duly organised and validly existing under the laws of the jurisdiction in which it is established; (ii) it has the requisite power and authority to execute, deliver and perform the MSA and the MSA has been duly and validly authorised, executed and delivered by it; (iii) its obligations hereunder constitute legal, valid, binding and enforceable obligations; (iv) the execution and delivery of the MSA and the consummation of the transactions contemplated herein does not breach its organisational documents or any Applicable Law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; (v) the person executing the MSA on behalf of Unlimit is duly authorised to execute the MSA for and on behalf of Unlimit and has the authority to bind Unlimit accordingly; and (vi) it shall comply with the Applicable Laws while offering Unlimit Services.

Delivery

The Merchant shall initiate Delivery of the Product to the Customer only upon confirmation of Transaction from Unlimit to the Merchant. The Merchant acknowledges that Unlimit shall give such confirmation only upon receipt of confirmation in respect of the Transaction from the respective Partner Institution. The Merchant shall ensure the authenticity of each transaction by implementing all necessary security measures, including double confirmation or server-to-server API calls with Unlimit, to ensure that the integrity of the transaction remains intact and has not been compromised.
The Merchant shall deliver the Product within the timelines agreed with the Customer and shall keep the Customer updated in the event of any delays.
The Merchant shall ensure that it maintains the Proof for the Product with respect to each Transaction concluded by a Customer, whether initiated through the Merchant Site or otherwise, for a period of at least 1 (one) year from the date of such Delivery. This Proof shall be made available for inspection by Unlimit and/or the Partner Institutions at all times during working hours on Business Days. Notwithstanding any other clause of the MSA, the Merchant confirms that Unlimit and/or the Partner Institutions reserve the right to call for the Proof, at any time, before and/or after payment of Settlement Amount to the Merchant Bank Account with respect to any Transaction. Unlimit and/or the Partner Institutions shall have the right to reverse the Customer Charge amount to the Customers and/or reject the Customer Charge to the Merchant, if the Proof is not provided upon request.
All risks associated with the Product and/or Delivery thereof by the Merchant shall be solely that of the Merchant and not Unlimit. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Merchant and the Customer without making Unlimit and/or the respective Partner Institution a party to such disputes.

Refund and return policy

The Merchant agrees to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected, whether through its Merchant Site or otherwise, in accordance with the MSA, the instructions issued by the Acquiring Institutions and Card Scheme Rules. The Merchant confirms that all refunds must be routed through the same Acquiring Institution through which the Transaction was made. In the event that the Merchant initiates refunds through any other mode, the Merchant shall be fully liable for all Chargebacks raised in respect of the Transaction refunded. The Merchant shall ensure that Unlimit shall at all times have sufficient funds of the Merchant to process any refunds initiated. Unlimit shall not be liable to process any refund initiated in the event of insufficient funds.
Unlimit reserves the right to pursue all necessary legal actions and remedies to recover funds if the total chargeback amount exceeds the settlement amount, and the Merchant fails to provide the required funds to Unlimit within 7 business days of receiving such notice.
The Merchant agrees that no refund in relation to a Transaction shall be processed by Unlimit after a period of 180 (one hundred and eighty) calendar days from the date of the Transaction.
The Merchant shall: (i) maintain a fair return, refund, cancellation or adjustment policy in accordance with its type of business; (ii) disclose its return or cancellation policy to Customers at the time of purchase of Products or service; (iii) not give cash refunds to a Customer in connection with a Transaction done using an Authorised Card, unless required by Applicable Law; and (iv) not accept cash or any other item of value for refund of a Transaction made through an Authorised Card. The Merchant further understands that all refunds must be routed through the Acquiring Institution’s payment gateway through which the Transaction was made.
The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sale, except by the exact amount required to reimburse the Customer for postage (if any) that the Customer has paid towards return of the Product. The Merchant agrees that if its refund policy prohibits returns or is unsatisfactory to the Customer, the Merchant may still receive a Chargeback relating to the disputed Transaction.
The Merchant agrees that: (i) the Service Fees charged by Unlimit in respect of a Transaction that has been confirmed shall not be refunded or repaid by Unlimit to the Merchant or to any other person irrespective of any: (a) Chargeback; or (b) the Customer Charge being rejected, refunded or disputed; and (ii) all payments with respect to refunds and Chargebacks shall be the sole responsibility of the Merchant and Unlimit shall not be liable for any claims, disputes or penalties which may arise in connection with such refunds or Chargebacks to the Merchant or the Customer

Customer support

The Merchant shall be solely responsible for all Customer service issues relating to the Transactions and Products sold on its Merchant Site, including but not limited to Customer Charge, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes.
The Merchant shall provide customer support as per the Merchant’s customer support policy (which shall at all times be in compliance with Applicable Laws including, without limitation, the Consumer Protection Act, 2019 and any rules and regulations issued thereunder, as amended). Such support shall include appropriate notice to Customers of means of contacting the Merchant including e-mail address and telephone number, in the event the Customer have questions/queries regarding the nature or quality of the Products and the procedures for resolving disputes.
The Merchant shall be solely responsible for handling and resolving all Customer complaints expeditiously and in no event beyond 30 (thirty) days from the date of lodging of such complaints.
The Merchant shall provide high quality Customer service and shall handle Customer complaints at its sole cost and expense and in compliance with timelines and procedures as specified herein or as prescribed under Applicable Laws. In this regard, the Merchant will always present itself as a separate entity from Unlimit.

Inspection & right to audit

Except as otherwise required by Applicable Laws, the Merchant shall be solely responsible for: (i) compiling and retaining permanent records of all Transactions and other data; and (ii) reconciling all Transaction information that is associated with its Customers.
The Merchant shall maintain records in such manner as may be specified by Unlimit and/or the Acquiring Institutions. Unlimit and/or the Acquiring Institutions shall be entitled to check, inspect and audit records and statements of the Merchant to ensure compliance with the Merchant’s obligations under the MSA at such intervals or times as Unlimit and/or the Acquiring Institutions may deem fit.
The Merchant shall also permit the authorised representatives of Unlimit and/or the Acquiring Institutions to carry out physical inspections and conduct audit of the place(s) of business or other facilities of the Merchant to verify if the Merchant is in compliance with its obligations hereunder.

Relationship between the parties

The relationship between Unlimit and the Merchant is on a principal-to-principal basis. Nothing in the MSA shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant or employer and employee between the Parties or any of their Affiliates or Subsidiaries or to provide either Party with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other Party.
Unlimit: (i) has no connection or interest whatsoever in the business of the Merchant or the Products offered/marketed on the Merchant Site; (ii) does not in any manner take part in the business of the Merchant, directly or indirectly; and (iii) is not in any manner connected or concerned about the revenues of the Merchant or the Acquiring Institutions. Unlimit shall only provide the Unlimit Services to the Merchant in relation to the Merchant, the Customers and the Acquiring Institutions, as an independent entity and under the terms and conditions of the MSA.
Unlimit does not, and is not required to, monitor in any manner the use of the payment modes by the Customers for procuring/availing the Products of the Merchant. The Customers will be required to use the payment modes at their sole option and risks, and the Merchant shall notify this responsibility to all its Customers under the instructions provided by Unlimit.
The Merchant agrees that it shall, on demand by Unlimit, make payment to Unlimit of additional amounts in case the Merchant: (i) is found to be involved in any fraudulent/suspicious activities or dealing with banned/restricted items or is found to misuse or breach or non-adherence of the Integration Specifications provided by Unlimit; and/or (ii) has changed its line of business in breach of the MSA and/or Applicable Laws. Such additional amounts will be by way of liquidated damages and shall be determined by Unlimit at its sole discretion and Unlimit shall be entitled to deduct the relevant additional amounts from any funds or to raise demand if the Reserves are not adequate to fulfil the amount required.
The Merchant shall be solely and fully responsible for any charges, penalties, or fines arising from a breach of the terms of this Agreement and/or the agreements with partner or acquiring institutions, issuing institutions, networks, or any regulatory body.
Reserve of the Merchant available with Unlimit or from any due or future Settlement Amounts (available in any or all of the merchant identification number(s) issued to the Merchant) payable to the Merchant. The Merchant irrevocably and unconditionally agrees that such additional amounts by way of liquidated damages represent a genuine pre-estimate of loss, liability and/or damages likely to be suffered by Unlimit and are not a penalty.

Use of intellectual property rights and protection of API integration

The Merchant: (i) grants to Unlimit, third party applications and their Affiliates the right to use, display and reproduce its name, brand name, logo, wordmark, trademark, service marks (“Marks”) on a non-exclusive, royalty-free basis, solely in connection with the sales, marketing and advertising of the Unlimit Services (provided to the Merchant) to the public; (ii) releases Unlimit from all liability relating to the publication or use of the Marks for such purpose; and (iii) confirms that it has the requisite right to use all the Marks and to grant permission to use as stated herein. The Merchant shall retain all intellectual property rights in such Marks.
The Merchant shall prominently display on its website and/or in other online marketing materials, a statement/logo/marks/image provided by Unlimit relating to the Unlimit Services and that of the respective Acquiring Institutions providing the relevant Payment Mechanism. The Merchant must only use the logos/marks/images provided by Unlimit and no other.
Nothing in the MSA shall authorise either Party to use, apply, invade or in any manner exploit or infringe the intellectual property rights of the other Party without its prior written consent, and the usage shall be in compliance with the MSA 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.
The Merchant irrevocably and unconditionally undertakes not to infringe the intellectual property rights of Acquiring Institutions and/or Unlimit respectively, whether directly or indirectly through any third party, in the Acquiring Institutions Services and software and/or the Unlimit Services and API Integrations. The Merchant warrants that it shall only use the Unlimit’s API Integrations and the Acquiring Institutions software for the purposes of the MSA and only for the Merchant Site. The Merchant, its employees, contractors, agents or any other person empowered by the Merchant shall not use the API Integrations and/or Acquiring Institutions software in any form whatsoever, so as to: (i) design, realise, distribute or market a similar or equivalent software program; (ii) disclose to any person, make copies, adapt, modify, transform or rearrange the API Integrations or the Acquiring Institutions software for any reason whatsoever, including for the purpose, among other things, of creating a new software program or a derivative software program; (iii) allow unauthorised use of or access to the API Integrations and/or Acquiring Institutions software;(iv) disassemble, reverse engineer, reverse compile, decompile, decode or attempt to decode, create derivative works of the API Integrations and/or Acquiring Institutions software and/or the Integration Specifications; (v) allow the API Integrations and/or Acquiring Institutions software to be disassembled, reverse engineered, decompiled or decoded; and/or (vi) in any way override or break down any protection system integrated into the API Integrations and/or Acquiring Institutions software.
The Merchant: confirms that in the process of providing Unlimit Services, Unlimit will create or generate database(s) in relation to Transactions undertaken by the Customers and facilitated by the Merchant consistent with the requirements under Applicable Laws in a manner determined by Unlimit without any interference or claim from the Merchant.

Confidentiality

Each Party agrees to maintain the confidentiality of the Confidential Information and to protect all portions of the other Party’s Confidential Information by preventing any unauthorised disclosure, copying, use, distribution, or transfer of possession of such information.
Dissemination of Confidential Information by each Party shall be limited to those employees with the need to such access for the advancement of the goals anticipated under the MSA. Each Party shall at no time disclose or allow its officers, directors, employees, representatives or subcontractors to disclose the other Party’s Confidential Information to any third party without the prior written consent of the other Party. Each Party agrees to protect the Confidential Information of the other Party with the same standard of care and procedures used by itself to protect its own Confidential Information of similar importance but at all times using at least a reasonable degree of care.
The obligations set out in this clause shall not apply to Confidential Information that: (i) is or becomes publicly known other than through breach of this clause 21; (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, tribunal, regulatory or administrative authority; (v) is thereafter rightfully furnished to such Receiving Party by a third party without restriction by that third party on disclosure; or (vi) is required by Applicable Law, judicial court, recognised 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 (to the extent permitted by Applicable Law) 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.
Such obligation of confidentiality shall continue for a period of 1 (one) year after the termination or expiry of the MSA.

Grievance redressal

The Merchant agrees to: (i) comply with the customer grievance redressal policy approved by Unlimit’s board of directors available at Customer-Grievance-and-Disputes-Redressal-Policy_004.pdf (“CGR Policy”) in connection with raising any grievance or complaint in connection with any Unlimit Service, (ii) cooperate with Unlimit and/or any third parties in order ensure the successful redressal of such grievance; (iii) ensure that all Customers will act in compliance with the CGR Policy, (iv) ensure that the Customers shall cooperate with Unlimit and/or any third parties in order ensure the successful redressal of such grievance; and (v) ensure that no Customer shall hold Unlimit liable or seek any remedy against Unlimit in the event any grievance raised by the Customer is not addressable by Unlimit or does not pertain to any deficiency of Unlimit’s in connection with any Unlimit Service
The Merchant agrees that in the event any grievance raised by the Merchant is not addressable by Unlimit or does not pertain to any deficiency of Unlimit in connection with any Unlimit Service, the Merchant shall be suitably informed and guided to the appropriate third party in the Unlimit Services ecosystem. The Merchant hereby agrees to not hold Unlimit liable or seek any remedy against Unlimit in relation to any such deficiency in the Unlimit Services.

Indemnity

The Merchant irrevocably and unconditionally undertakes and agrees to indemnify, defend and hold harmless Unlimit, the Acquiring Institutions, their respective officers, directors, employees and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of: (i) breach or non-performance by the Merchant of any of its undertakings, warranties, covenants, declarations or obligations under the MSA; (ii) any particulars, information and details provided by the Merchant under or in connection with the MSA being untrue, incorrect or incomplete;(iii) breach of confidentiality and intellectual property rights obligations by the Merchant; (iv) any claim or proceeding brought by a Customer or any third party against Unlimit and/or the Acquiring Institutions in respect of any Products offered by the Merchant; (v) any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any third party; (vi) any hacking or lapse in security of the Merchant Site or the Customer data or misuse or non-compliance of the Integration Specifications by the Merchant; (vii) Chargebacks or refunds relating to the Transactions contemplated under the MSA; (viii) breach of Applicable Laws (including applicable RBI regulations/ guidelines, Card Scheme Rules, Acquiring Institutions rules) in force in India and/or in any place from where the Customer is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Institution is incorporated/registered/established; and (ix) any fines, penalties or interest imposed directly or indirectly on Unlimit on account of the Merchant or the Transactions conducted through the Merchant Site;
The Merchant hereby irrevocably and unconditionally undertakes and agrees to indemnify and hold Unlimit and its Affiliates harmless against any loss, damage or fine that may be incurred or suffered by Unlimit arising from reasons such as: (i) any non-compliance or incomplete implementation or deficient implementation of any Integration Specifications or any upgradations; (ii) misuse or unauthorised use of API Integrations or Integration Specifications or the Hotlink; and/or (iii) any security breach and /or violation by any person of the API Integrations or Integration Specifications or the Hotlink.
The indemnities under this clause are in addition to and without prejudice to any other indemnities provided by the Merchant to Unlimit or other indemnified parties. All indemnities provided in the MSA shall survive the termination of the MSA.

Limitation of liability

Notwithstanding anything to the contrary stated under the MSA, the aggregate liability of Unlimit to the Merchant from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding 2 (two) months’ aggregate Service Fees actually paid by the Merchant to Unlimit under the MSA from the date of occurrence of such liability.
Neither Party shall be liable for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if such Party shall have been advised in advance of the possibility of such loss, cost or damages.
Unlimit shall not be liable to the Customers or any third party in any circumstances whatsoever. The Escrow Banks or the Acquiring Institutions shall not be liable to the Merchant in any circumstances whatsoever under the MSA.

Term and termination

The MSA shall come into effect from the Effective Date and shall remain in force until terminated in accordance with the provisions of the MSA.
Either Party may terminate the MSA by giving 30 (thirty) days prior written notice to the other Party.
Either Party may terminate the MSA forthwith by giving a written notice in the event:
1. the other Party commits a fraud;
2. such Party discovers at any stage that the other Party is in violation of any Applicable Laws;
3. the other Party is adjudicated as bankrupt or goes into liquidation or a petition for its insolvency or bankruptcy is admitted or if an officer in the nature of an interim resolution professional, receiver, trustee, administrator or liquidator is appointed for it or for a substantial portion of its assets;
4. if any assignment for the benefit of the other Party’s creditors is made and such assignment is not set aside within 90 (ninety) Business Days; or
5. it or the other Party is prohibited by any restriction imposed by Applicable Laws or by any regulatory authority from continuing to perform its obligations under the MSA.
Unlimit may terminate the MSA forthwith, without any further notice or obligation of any nature whatsoever where:
1. the Merchant does not accept any revised or additional Service Fees as intimated by Unlimit to the Merchant;
2. the Merchant refuses inspection by, or provides inaccurate, untrue or incomplete information to, Unlimit; or
3. the Merchant offers any Products that are illegal or offensive or banned as per the List of Banned Items and/or are not in compliance with Applicable Laws (whether central, state, local or of the jurisdictions from where Customers can place orders for Products).
Unlimit may suspend the MSA forthwith if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of the MSA. Further, if the Merchant does not cure any such breach within 7 (seven) days of a notice being given by Unlimit, Unlimit shall be entitled to terminate the MSA. The termination and suspension rights of Unlimit under this clause are in addition to and without prejudice to any other termination rights of Unlimit under the MSA.
Specifically in relation to any Unlimit Service availed after the Effective Date, such Services Addendum may be terminated by providing a 30 days’ notice to the Merchant. Further, Unlimit may terminate such Service Addendum forthwith, without any further notice or obligation of any nature whatsoever where:
1. the Merchant does not accept any revised or additional Service Fees as intimated by Unlimit to the Merchant;
2. the Merchant refuses inspection by, or provides inaccurate, untrue or incomplete information to, Unlimit; or
3. the Merchant offers any Products which are illegal or offensive or banned as per the List of Banned Items and/or are not in compliance with Applicable Laws (whether central, state, local or of the jurisdictions from where Customers can place orders for Products).

Consequences of termination

The termination of the MSA shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition (i) any act performed during the term of the MSA which may result in a dispute post-termination; (ii) any provision expressed to survive the MSA or to be effective on termination; and (iii) the obligations set out in this clause, shall each continue in full force and effect notwithstanding termination. Subject to any other clauses of the MSA, both Parties shall undertake to settle all Outstanding Amounts or other charges within 30 (thirty) days of the termination taking effect. Notwithstanding any termination of the MSA, the Merchant shall remain liable to pay all Outstanding Amounts and Unlimit shall be entitled to set-off the Settlement Amounts and any Reserves, deposits or other monies of the Merchant against the unpaid Outstanding Amounts.
All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by Unlimit from time to time in respect of the MSA, whether in respect of the utilisation of Unlimit Services or otherwise, shall be returned by the Merchant to Unlimit promptly upon termination.
The Merchant confirms that it shall remain solely liable after the termination of the MSA for all Chargebacks, refunds, penalties, loss, damages or cost incurred by Unlimit, Acquiring Institutions, Card Schemes and/or Customers and for all claims and proceedings arising against Unlimit and/or Acquiring Institutions with respect to the MSA. At the time of termination, Unlimit may retain such amount from the Reserve (if any) and Settlement Amount payable to the Merchant (including Settlement Amounts withheld) as may be determined by Unlimit to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by Unlimit, Acquiring Institutions, Card Schemes and/or Customers for a period of 210 (two hundred and ten) Days; provided however that this timeline shall not be applicable where any Settlement Amounts have been put on hold by Unlimit (pre or post termination of the MSA on account of breach by the Merchant of the terms of the MSA/fraudulent/suspicious transactions/in breach of Applicable Laws/selling of restricted/banned products/misuse or non or noncompliance by the Merchant of the Integration Specifications etc.In the event that such retained amount is not sufficient to cover all Outstanding Amounts of the Merchant post termination, the Merchant shall pay Unlimit all pending amounts within 10 (ten) days of receiving a demand notice and shall at all times keep Unlimit indemnified in this respect. In case the Merchant fails to comply with the aforementioned deadline, Unimit reserves the right to take all legal actions necessary to recover the outstanding amount from the Merchant.
This clause shall survive the termination of the MSA or any part there of.

Merchant cum consumer protection fund

The Merchant irrevocably and unconditionally agrees that Unlimit shall have the right to withhold the Suspicious Settlement Amounts and/or the Settlement-on-hold Amounts of the Merchant.
The Merchant irrevocably and unconditionally agrees that if, for any reason whatsoever, any Settlement-on-hold Amount or the Suspicious Settlement Amount of the Merchant is held in Unlimit’s Collection Account , for a period of more than 270 (two hundred and seventy) days from the date of the relevant Settlement Amount being put on hold, and in order to protect interest of the Merchant and the Customers and to discharge its obligations as an intermediary while acting in good faith, Unlimit: (i) reserves the right to transfer the relevant Settlement-on-hold Amount and the Suspicious Settlement Amount of the Merchant Into a specially designated account opened by Unlimit named as the ’’Merchant cum Customer Protection Fund’’ (“Merchant cum Customer Protection Fund”), and (ii) shall have the right to deal with such amount in the manner set out in the claims procedure by Unlimit.
The Merchant confirms that Unlimit can transfer any Suspicious Settlement Amount and/or Settlement-on-hold Amount from Unlimit’s Collection Account, to the Merchant cum Customer Protection Fund.
The Parties confirm that transfer of any Suspicious Settlement Amount and/or Settlement-on-hold Amount as set out above will not extinguish Unlimit’s obligations to honour valid claims of the Merchant and/or the Customers. The Merchant confirms that it has understood the detailed procedure for the Merchant and the Customers to raise claims as per the claims procedure.

Disclaimer

Unlimit will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything to the contrary in the MSA, the Merchant acknowledges that the Unlimit Site, the Unlimit Services and the Acquiring Institutions’ Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro and Unlimit and the Acquiring Institutions disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose. The Merchant also acknowledges that the arrangement between one or more Acquiring Institutions and Unlimit may terminate at any time and services of such Acquiring Institutions may be withdrawn.
Unlimit adopts security measures it considers appropriate for the offer of the Unlimit Services, but it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorised access to the Unlimit Services or the Merchant/Customer data. Unlimit shall not be responsible or liable if any unauthorised person hacks into or gains access to the Unlimit Services or to the relevant Unlimit’s Collection Account.
In event of incorrect settlement in the Merchant’s Account due to error on the part of Unlimit or the Acquiring Institutions, Unlimit shall have the right to reverse the extra funds from the Merchant Bank Account.
Unlimit and/or the Acquiring Institutions shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of (i) damage to the computer or loss of data (including any damage or loss arising from material/information downloaded or otherwise obtained through use of the Unlimit Services); (ii) interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, the Unlimit Services and/or the Payment Mechanism; (iii) interruption or stoppage of the Unlimit Site; (iv) hacking or unauthorised access to the Unlimit Services and API Integrations; (v) non-availability of connectivity between the Merchant Site and Unlimit Site; (vi) any advice or information, whether oral or written, obtained by the Merchant from Unlimit or through or from the use of Unlimit Service; (vii) any failure or delay in performing its obligations under the MSA if such failure or delay (a) is caused by the Merchant’s acts or omissions; (b) results from actions taken by Unlimit or the Acquiring Institutions in a reasonable good faith to avoid violating any Applicable Law or to prevent fraud on cardholders/accounts; or (c) is caused by circumstances beyond Unlimit’s or the Acquiring Institutions’ 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.
Unlimit ‘s sole obligation and the Merchant’s sole and exclusive remedy in the event of interruption in the Unlimit Site, or loss of use and/or access to the Unlimit Site, the Acquiring Institutions ’ services and the Payment Mechanism and services, shall be to use all reasonable endeavours to restore the Unlimit Service(s) and/or access to the Payment Mechanism as soon as reasonably possible.
Unlimit’s or the Acquiring Institutions’ obligations under the MSA are subject to following limitations: (i) messages that originate from the server of the Merchant or the server of a third party designated by Merchant (e.g., a host) shall be deemed to be authorised by the Merchant, and Unlimit shall not be liable for processing such messages; and (ii) messages that originate from the holder of an Authorised Card are deemed to be authorised by the holder of an Authorised Card and Unlimit shall not be required to check its veracity and Unlimit shall not be liable for processing such messages
Unlimit or the Acquiring Institutions are not responsible for the security of data residing on the server of the Merchant or a third party designated by the Merchant (e.g., a host) or on the server of a cardholder or a third party designated by a Merchant/cardholder (e.g., a host).

Data protection

The parties shall comply with applicable data protection legislation when processing personal data of data principals. The parties hereto may conclude a separate data protection addendum or agreement which will be an integral part of the Merchant Agreement. In the event that no separate data protection addendum or agreement is executed by the parties, the Merchant agrees that it is a controller with regard to personal data of the Merchant and its customers provided to Unlimit pursuant to the Merchant Agreement.
The Merchant hereby appoints Unlimit as a processor in relation to processing of the Merchant and its customer’s personal data on behalf of the Merchant in respect of the Service under this MSA, and authorizes and instructs Unlimit: (i) to process personal data provided to Unlimit as is necessary to provide Unlimit’s services, (ii) if deemed necessary by Unlimit for the provision of Unlimit’s services or required by applicable regulations, engage sub-processors for processing of personal data in accordance with applicable data protection legislation, (iii) if deemed necessary by Unlimit for the provision of Unlimit’s services or required by applicable legislation, transfer personal data to a third party located in a country outside of India in accordance with applicable data protection legislation.
Unlimit may also act as a Data Fiduciary and may process personal data of Merchant or the Merchant’s Authorised representative in order to enter into and provide services and ensure performance of obligations pursuant to the Merchant Agreement. Where Unlimit acts as a Controller of Merchant’s personal data or its authorised representative, it ensures to (i) provide appropriate Privacy Notice as required applicable data protection legislation which is made available here: https://www.in.unlimit.com/privacy-notice/ and (ii) process the personal data in accordance with the Unlimit Privacy Notice.

Anti-bribery and anti-corruption, anti-money laundering and export controls

The Merchant irrevocably and unconditionally agrees that it and its group companies are committed to operating their businesses conforming to the highest moral and ethical standards. The Merchant has a stringent code of conduct and confirms that it is committed to acting professionally, fairly and with integrity in all its business transactions and relationships wherever the Merchant operates. The Merchant irrevocably and unconditionally undertakes to comply and implement in its processes all legal requirements relevant to counter ‘bribery and corruption’, ‘money laundering’ and ‘restricted export-import transactions’ applicable in the conduct of its business, the minimum requirements adopted by the US/OFAC, UK, UN and the EU in regards to anti-bribery and anti-corruption, anti-money laundering/ combating the financing of terrorism and other applicable export control laws and regulations including but not limited to any restrictions on the export or import dealings with the ‘Sanctioned Persons’ (“Anti-Financial Crimes Laws”).
This Anti-Financial Crimes Laws Confirmation constitutes a minimum standard. The Merchant undertakes to be compliant and shall continue to abide to the relevant Anti-Financial Crimes Laws and confirms that it: (i) will comply with all Applicable Laws, regulations and sanctions relating to anti-bribery, anti-corruption, anti-money laundering and export controls including but not limited to the minimum requirements of the Anti-Financial Crimes Laws; (ii) is prohibited from dealing with any acts which may be deemed as money laundering under any Applicable Law, regulations or restrictions; (iii) will prohibit the entering into agreements with any person who has been identified in the sanctions list maintained by different state authorities or organisations; (iv) has implemented an internal compliance programme, to ensure compliance with and detect violations of all applicable Anti-Financial Crimes Laws; and (v) in the event the Merchant does not honour these commitments, the Merchant agrees that this will be considered as a material breach of the MSA and Unlimit shall be entitled to immediately terminate the MSA.

General provisions

1. The Merchant is not entitled to and shall not assign or transfer any of the rights under the MSA to any person.
2. Unlimit may assign, transfer or novate, in whole or in part, the benefits or obligations of the MSA to any party (including a third party) by providing an intimation 30 (thirty) days prior to such assignment, transfer or novation to the Merchant, which shall be binding on the Parties to the MSA. Notwithstanding the generality of the foregoing, the Merchant agrees that Unlimit shall be entitled at all times to assign transfer or novate, in whole or in part, the benefits or obligations of the MSA to an Affiliate or pursuant to any internal or group restructuring of Unlimit without the need for prior intimation, provided that Unlimit shall notify the Merchant thereafter. The Merchant hereby grants its irrevocable and unconditional consent to such assignment, transfer or novation by Unlimit, as on the Effective Date of the MSA. In the event of any such assignment, transfer or novation by Unlimit, the Merchant shall accept the provision of Unlimit Services by the relevant assignee, transferee or novate (as the case may be) and shall continue to perform its obligations under the Merchant to such assignee.
3. The provisions of the MSA shall remain binding on the Merchant notwithstanding any amalgamation, merger or reverse merger that may be effected by Unlimit with any other company or companies and notwithstanding any reconstruction by Unlimit involving/by the formation of and transfer of, all or any of Unlimit’s assets to a new company or an existing company and notwithstanding the sale of all or any part of Unlimit’s undertaking and assets to another company with the intent that the undertakings and agreement herein contained shall remain valid and effectual in all respects, and the benefit hereof and all rights hereby conferred upon Unlimit may be assigned to and enforced by any such company or companies as if such company or companies had been named herein instead of Unlimit and the terms and conditions of the MSA shall apply to any such company or companies as aforesaid or Unlimit as reconstructed or any company to which Unlimit shall have sold all Unlimit’s undertaking and assets in like manner as if such amalgamated company or Unlimit as reconstructed or such company were named herein instead of Unlimit.
4. The Merchant undertakes to execute all such instruments or documents and do all such acts or deeds (at the Merchant’s own cost) as may be required by Unlimit in connection with any assignment, transfer, novation, merger or change referred to in clauses 30.1 (ii) and 30.1 (iii) above.
For information relating to Customers, Unlimit retains the right to seek the necessary rights, permissions or consent (as may be required by Unlimit or under Applicable Laws) directly from the Customer or require the Merchant to obtain such rights, permission or consent (as may be required by Unlimit or under Applicable Laws) in such form and manner as may be specified by Unlimit. The Merchant agrees to assist Unlimit in the above and for Unlimit to receive, process, transfer and store the above information in a manner determined by Unlimit consistent with the requirements under Applicable Laws without any interference from the Merchant.
The Merchant shall execute such documents, provide all such information and shall do all such acts, deeds and things as may be necessary or required by Unlimit in connection with giving full effect to the intention of the Parties as contained in the MSA.
Unlimit shall not be liable for its failure to perform under the MSA as a result of any Force Majeure events affecting the performance of Unlimit or the Acquiring Institutions.
Unless otherwise expressly stated in the MSA, the failure to exercise or delay in exercising a right or remedy under the MSA shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under the MSA shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
The terms and provisions of the MSA that by their nature and intent are intended to survive the termination here of by any or all Parties here to shall so survive the termination of the MSA.
If any provision of the MSA is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision were deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the MSA unlawful or otherwise ineffective, the remainder of the MSA shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
The MSA is on a non-exclusive basis and the Parties are at liberty to enter into similar contractual arrangements with others.
The MSA constitutes the entire agreement and understanding between the Parties, and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of the MSA. All schedules (including the Service Addendums and additional terms and conditions), recitals and annexures to the MSA or to any of its schedules (including the Service Addendums) shall be an integral part of the MSA and will be in full force and effect as though they were expressly set out in the body of the MSA.
All notices, requests, demands, waivers and other communications required or permitted to be given under the MSA shall be in writing through certified or registered mail, courier, or email to be sent to the following addresses:
For Unlimit: Attn: Legal Department (Unlimit India), Unlimint IN Private Limited, 14th Floor, Wing 1, AIPL Business Club, Sector 62, Gurgaon – 122018, Haryana.
For Merchant: The Address as specified in the Welcome Letter.or, in each case, at such other address as may be specified in writing to the other Parties in accordance with the requirements of this clause
All such notices, requests, demands, waivers and other communications shall be deemed duly given (i) if by personal delivery, on the day after such delivery; (ii) if by certified or registered mail, on the 10th (tenth) day after the mailing thereof, (iii) if by courier service or similar service; on the day delivered; or (iv) if by email or facsimile on the day following the day on which such email, facsimile or telegram was sent, provided that a copy is also sent by registered mail and, in the case of a facsimile, electronic confirmation of receipt is received.
Unless otherwise provided under the MSA, the MSA can be modified, and the Merchant can avail new Unlimit Services and agree to new Service Addendums by accepting any amendment or terms and conditions on the Merchant Dashboard. Unlimit has the right to amend, add, remove or modify, from time to time, any term of the MSA or any of the schedules (including the Service Addendums and additional terms and conditions) and may communicate any additional terms and conditions relating to a Payment Mechanism by either sending an intimation email to the Registered Email ID of the Merchant or by way of a notification on the Merchant Dashboard. The Merchant irrevocably and unconditionally agrees to comply with such revised MSA and additional terms and conditions.
The MSA shall be governed by and construed in accordance with the laws of India. Both Parties agree that if any dispute(s) or difference(s) shall arise between the Parties in connection with or arising out of or relating to the MSA, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice (“Disputes Notice”) from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions. If the said dispute(s) cannot be settled by mutual discussions within the 30 (thirty)-day period specified above, such disputes(s) shall be referred to arbitration for final resolution in the manner provided herein. The Parties shall mutually appoint a sole arbitrator within 60 (sixty) days from the date of the Disputes Notice who shall resolve such accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time (“Arbitration Act”). In the event the Parties fail to appoint a sole arbitrator in accordance with the procedure aforesaid and within the time period as specified above, a panel of arbitrators shall be appointed in accordance with the provisions of the Arbitration Act for the final resolution of the dispute(s). The arbitration proceedings shall be held in English language with the seat of the arbitration being Delhi. Subject to the arbitration agreement as mentioned above, the courts at Delhi shall have the exclusive jurisdiction over any dispute(s) as described above.
The MSA may be executed in two or more counterparts, each of which, when executed and delivered, is an original, but all the counterparts taken together shall constitute one document.
The Parties agree that the MSA may be entered into and executed by way of any of the following: (a) execution of physical copies; (b) clicking the ‘confirm and continue’ button; (c) electronic signature; (d) Aadhaar signature; (e) one-time-password verification; (f) exchange of email; or (g) any other mode of execution acceptable to Unlimit as communicated to the Merchant, from time to time.
The Parties agree that any instructions, communications and documents digitally or electronically executed, signed or issued will have the same validity, admissibility and enforceability as if signed physically by the relevant Party.
Unlimit does not and will not accept any liability in any case where it fails to notice a falsification, forgery or other defect in any electronic signature, authentication or legal capacity by the Merchant
The Merchant On-boarding Policy of Unlimit is available at the following weblink – 2024-10 Merchant Onboarding Policy.pdf.