Terms and conditions applicable in relation to payment aggregation services

Special terms and conditions applicable in relation to specific payment mechanisms

1. The Merchant confirms that the below special terms and conditions in relation to the Payment Mechanism opted by the Merchant shall be applicable to the Merchant, pursuant to the MSA (“Special Terms and Conditions for Payment Mechanisms”). In the event of any conflict between any other section of the MSA and these Special Terms and Conditions for Payment Mechanisms, the Special Terms and Conditions for Payment Mechanisms shall prevail over the MSA to the extent of such conflict.
2. The Merchant confirms that it shall be liable to pay the applicable Service Fees specified by Unlimit in relation to the relevant Payment Mechanism being availed by the Merchant, that is the Transaction Processing Fee, in addition to any applicable fee and charges as set out in the Merchant Fee Charter. The Service Fees will be deducted by Unlimit from the Customer Charge payable to the Merchant. 
3. The Merchant irrevocably and unconditionally accepts the Special Terms and Conditions for Payment Mechanisms as set out below:
   1. Equated Monthly Instalments (EMI) Facility
      1. EMI Facility is provided by Unlimit through the respective Issuing Institutions to certain Customers of the Merchant to make payment to the Merchant using the EMI Facility.
      2. The Merchant shall ensure that when a Customer opts to make payment of the Customer Charge through an EMI Facility, such Customer shall accept the EMI terms and conditions provided by the respective Issuing Institution or Unlimit. The Merchant shall also inform the Customer that that the Customer may be debited for the full amount of the Transaction initially and EMI may be booked later by the respective Issuing Institution as per Issuing Institution’s discretion and the Issuing Institution may at its sole discretion choose to change the EMI tenure or interest (for instance, on the basis of Customer’s history, amount of transaction, etc.) or withdraw any EMI offering or make any other modifications in the EMI Facility at its sole discretion. The Merchant shall maintain a record of Customer’s acceptance of EMI terms and conditions and other supporting documents for a period of at least 2 (two) years after the completion of the EMI tenure agreed by the Issuing Institution with the Customer. Unlimit or the Acquiring Institutions may request the Merchant to provide EMI Transactions related documents including documents evidencing acceptance of the terms and conditions by the Customer. The Merchant shall provide the same within 2 (two) Business Days of the same being requested failing which Unlimit may take such action as Unlimit may deem necessary.
      3. The Merchant shall deliver the Products or give a Transaction confirmation only after the Merchant receives a confirmation regarding completion of an EMI Transaction.
      4. Unlimit shall not be liable to the Merchant or the Customer for any disputes arising due to non-conversion of a Transaction to an EMI Transaction, rates at which EMI is approved, tenure of EMI or EMI rejection. The Customer shall be solely responsible for inquiring about the status of its EMI request directly from the respective Issuing Institution.
      5. The Merchant may, with the prior written consent of Unlimit and the Issuing Institution and on such terms as may be specified by Unlimit and/or the Issuing Institution in writing, offer Merchant Discounts to Customers availing EMI Facility for making payment of the Customer Charge to the Merchant.
   2. Online Static or Dynamic QR Code
      The Merchant confirms that:
      1. in order to enable Customers to make payment, the Merchant is required to display the QR Code provided by Unlimit and to ensure that the Customer scans the correct QR Code provided by Unlimit.
      2. the QR Code provided by Unlimit may be static or dynamic. Where a static QR Code is provided by Unlimit, the Merchant is required to ensure that the Customer must enter the exact amount to be payable by the Customer to the Merchant for the purchase of Products.
      3. the Customer using the QR Code can make payments through UPI or Authorised Cards by scanning the QR Code through any of the payment apps available with the Customer.
      4. the Merchant shall be solely responsible for verifying the status of the Transaction on the Merchant Dashboard and shall initiate Delivery of the Product to the Customer only when the Merchant receives a confirmation of ‘successful Transaction’ from Unlimit. In the event the Merchant delivers the Product without such confirmation, the Merchant shall be solely liable for the consequences arising therefrom.
   3. RuPay CC on UPI
      RuPay CC on UPI enables Customers to: (a) make payments using their RuPay credit card linked to their UPI ID; and (b) set-up recurring E-mandates using any UPI application for recurring payments such as, amongst others, mobile bills, electricity bills, EMI payments, entertainment/over-the-top subscriptions, insurance, mutual funds, (“UPI Autopay on RuPay CC”) if the Customer chooses to set-up a recurring E-mandate using UPI Autopay on RuPay CC.
      

Scope of and terms and conditions applicable in relation to each platform features

Scope of platform features

1. The Merchant understands that Unlimit has developed certain Platform Features that shall be offered together with the other Unlimit Services and shall be provided by Unlimit to the Merchant at the sole discretion of Unlimit.
2. The Merchant agrees that it shall be liable to pay the applicable Service Fees specified by Unlimit in relation to the relevant Platform Features being availed by the Merchant, that is the Platform Features Fee, in addition to any applicable fee and charges as set out in the Merchant Fee Charter. The Service Fees will be deducted by Unlimit from the Customer Charge payable to the Merchant.

Platform features terms and conditions

1. Payment Links
   1. Unlimit will provide services that will enable the Merchant to create static or dynamic payment links and to share such payment links with the Customers for accepting payments (“Payment Links”). The Merchant can generate the Payment Links through the Merchant Dashboard and can collect payments through all the Payment Mechanisms offered by Unlimit.
   2. The Merchant agrees that: (A) it shall ensure that the Payment Links shared by the Merchant with the Customers is accurate and valid; and (B) Unlimit shall not be liable for any claims, disputes or penalties which may arise in connection with any Payment Link shared with the Customer that is not accurate or valid.
   3. The Merchant agrees that it shall not generate and share with its Customers any Payment Links that are misleading in any manner (including, without limitation, Payment Links that reflect the name of any entity other than the Merchant). 
2. Invoicing
   1. Unlimit will provide services that will enable the Merchant to prepare customised invoices and share these with the Customers using Payment Links (“Invoicing”). The Merchant can use Invoicing to generate invoices through the Merchant Dashboard and can collect payments using the Payment Links (through any of the  Payment Mechanisms).
   2. The Merchant agrees that: (A) it shall be solely responsible for the validity and accuracy of the invoice prepared using Invoicing; and (B) Unlimit shall not be liable for any claims, disputes or penalties which may arise in connection with any invoice generated using Invoicing that is not accurate or valid.
   3. The Merchant agrees that it shall not collect, save or disclose any confidential information in relation to the Customer in the invoices generated using Invoicing and shall further ensure that such invoices are compliant with Applicable Laws including, without limitation, laws relating to GST.

Scope of and terms and conditions applicable in relation to value added services

Scope of value added service(s)

Unlimit is offering to the Merchant certain Value Added Service(s) that are separate from and independent of any Payment Aggregation Services, Platform Features or Technology Services. 

Terms and conditions in relation to value added services

1. The Merchant shall have the option to opt for one or more of the Value Added Service(s).
2. The Merchant agrees that it shall be liable to pay the applicable Service Fees specified by Unlimit in relation to the relevant Value Added Services being availed by the Merchant, that is the Value Added Service Fees in addition to any applicable fee and charges as set out in the Merchant Fee Charter. The Service Fees will be deducted by Unlimit from the Customer Charge payable to the Merchant. 

Scope of and terms and conditions applicable in relation to technology services

Scope of technology service(s)

1. Unlimit has developed certain Technology Service(s) which may or may not be independent of any Payment Aggregation Services, Platform Features and/or the Value Added Services offered by Unlimit. 
2. The Merchant shall have the option to opt for one or more of the Technology Service(s).
3. The Merchant agrees that it shall be liable to pay the applicable Service Fees specified by Unlimit in relation to the relevant Technology Services being availed by the Merchant, that is the Technology Service Fees, in addition to any applicable fee and charges as set out in the Merchant Fee Charter. The Service Fees will be deducted by Unlimit from the Customer Charge payable to the Merchant.
4. The Merchant irrevocably and unconditionally confirms that in the event any payment processing/ settlement facility is provided by Unlimit as part of any Technology Service(s), such settlement shall be provided in accordance with the Special Terms and Conditions for Payment Mechanisms.

Terms and conditions in relation to each technology service

1. International Card Processing Payment Mechanism and Multi Currency Payment Feature
   1. Through the Multicurrency Payment Feature, the Merchant will have the ability to reflect the Customer Charge in one of the Authorised Currencies made available by Unlimit. Upon processing the payment using the International Card Processing Payment Mechanism, whilst the relevant bank account or Authorised Card of the Customer will be debited in the Authorised Currency opted for by the Customer, the settlement made to the Merchant by Unlimit will only be in INR subject to the provisions stated in the MSA.
   2. The Merchant confirms that the International Card Processing Payment Mechanism and the Multicurrency Payment Feature shall be provided solely at Unlimit’s discretion. The Merchant shall be subject to additional due diligence and criteria as may be specified by RBI, FIU, any other government regulatory agency, Unlimit and its Partner Institutions which may include, without limitation, verification of terms and conditions and privacy policy available on the Merchant Site and the Merchant having appropriate authorisations under Applicable Laws. Unlimit and its Partner Institutions shall have the right to withdraw their approval/consent at any time prior to or after the activation of the International Card Processing Payment Mechanism and the Multicurrency Payment Feature, without notice.
   3. The Merchant shall, during the entire tenure of the MSA, remain compliant with the Applicable Laws (including without limitation the guidelines/circulars/notifications issued by RBI) and shall remain solely responsible for undertaking any compliances as may be specified under such Applicable Laws from time to time including maintaining adequate consents, rights or permissions in place as per Applicable Laws, in favour of Unlimit and its third party service providers to provide the services.
   4. The Merchant shall be solely responsible for undertaking additional verifications of the Customers under Applicable Laws, as may be applicable from time to time, such as know-your-customer requirements.
   5. The Merchant hereby undertakes to provide copies of, and all assistance with respect to, additional documents of the Merchant including but not limited to income tax returns with audited balance sheet or Merchant Bank Account statement along with any undertaking that may be requested by Unlimit and /or its Partner Institutions from time to time.
   6. For the International Card Processing Payment Mechanism and the Multicurrency Payment Feature, the exchange rate used by Unlimit for all Authorised Currencies will be the inter-bank rate as decided by the respective banks or card associations and as shared by Unlimit with the Merchant by issuing the merchant payment report on every Business Day. The rate applicable for any Transaction which is processed on any day which is not a Business Day shall be the rate which was applicable on the immediately preceding Business Day. Unlimit may change the exchange rate for any Authorised Currency at any given point of time in accordance with the rates specified by the respective banks or card associations.
   7. The Merchant acknowledges that the exchange rate of the Authorised Currencies versus INR are subject to exchange rate fluctuations. Considering this, in addition to the Chargebacks which will be treated in accordance with the MSA, the Merchant shall bear all liabilities towards any disputes or refunds or Chargebacks raised by Customers or any third parties due to such fluctuations in the currency rates or disruptions in the foreign exchange market. Unlimit shall not have any liability for any losses resulting to the Merchant from any fluctuations in exchange rates or disruptions in the foreign exchange market and such liability will be solely of the Merchant.
   8. The Merchant agrees that each time its Customers use the Multicurrency Payment Feature made available to the Merchant by Unlimit to make determination of the amount payable by the Customers in any one of the Authorised Currencies, a charge is levied on Unlimit and that Unlimit will be entitled to charge such Customers a fee for making such determination (“Currency Calculator Fee“) with respect to the Customer Charge payable, at such rate as may be specified by Unlimit at the time of the Customer making the payment of the Customer Charge, upon the Customer consenting for the same.
2. Scan and Pay
   1. Unlimit has entered into arrangement with various third party application providers (“Third Party Apps”) pursuant to which Unlimit has agreed to facilitate a solution for the Merchant to collect payments made by the Customers through the Third Party Apps for the products/services offered by the Merchant (“Scan  and Pay”).
   2. Unlimit shall act as an intermediary between the Merchant and the relevant Third Party App through the API Integrations. The Merchant agrees that Unlimit shall obtain from the Merchant the details and/or subscription plans provided by the Customer on the Third Party Apps by way of API calls. 
   3. The Merchant agrees that all payments shall be processed through the Third Party App or the Unlimit Site.
   4. The Merchant agrees that all settlements in connection with Scanand Pay shall be processed in accordance with the Special Terms and Conditions for Payment Mechanisms.
3. Recurring Payments: E-mandate Services on Authorised Cards
   1. For providing the E-mandate Services on Authorised Cards (“E-mandate Services on Authorised Cards”), Unlimit has integrated with various third parties including Issuing Institutions, and technology providers (“Partner Entities”) and has developed a platform to provide the E-mandate Services on Authorised Cards to the Merchant (“Subscription Platform”).  
   2. Subscription Platform shall be offered by Unlimit to the Customers of the Merchant to register or de-register the E-mandate on Authorised Cards (“E-mandate on Authorised Cards”)  in accordance with the process specified by Unlimit from time to time. For each E-mandate on Authorised Cards registered through the Subscription Platform, Unlimit will provide a unique identifier for subsequent processing and tracking of the E-mandate through the Subscription Platform (“Unlimit SI ID”).
   3. In addition, for the E-mandate on Authorised Cards registered through the Subscription Platform, Unlimit also provide Unlimit Services for processing and settlement of the Transaction using the E-mandate (“Charge Transaction”).
   4. The Merchant confirms that E-mandate Services on Authorised Cards shall be available only for such Issuing Institutions enabled by Unlimit through the Subscription Platform. Unlimit shall, only upon the Merchant’s request, update the Merchant with the list of banks for which E-mandate Services on Authorised Cards are enabled by Unlimit. For registering an E-mandate on Authorised Cards , the Merchant shall ensure that it obtains the required details from the Customers in the format provided by Unlimit and create necessary Customer interface for the same.  
   5. For registering an E-mandate on Authorised Cards on Authorised Cards, the Merchant shall ensure to provide required details to Unlimit in the format provided by Unlimit. The Merchant shall ensure that the details for registering the E-mandate on Authorised Cards are true and correct and are duly provided by the Merchant on an ‘as is’ basis and shall be solely liable for the same. 
   6. The Merchant agrees that E-mandate Services on Authorised Cards on Authorised Cards through Subscription Platform shall be provided by Unlimit in accordance with the terms of the MSA and the integration document provided and updated by Unlimit from time to time. Merchant shall at its own cost integrate with the Subscription Platform for availing E-mandate Services on Authorised Cards.
   7. The Merchant agrees that an E-mandate on Authorised Cards can be registered only with the consent of the Customer obtained in the manner specified by Unlimit from time to time. Depending upon the integration with Subscription Platform, such consent of the Customer can be obtained by Unlimit or by the Merchant. In the event the Merchant is obtaining the consent of the Customer to tokenize the card and register the E-mandate on Authorised Cards , the Merchant shall ensure to clearly inform the Customer about the purpose and tenure of the E-mandate on Authorised Card, and the charges that will be made on the Customer Account. The Merchant shall maintain the records of all Customers’ approval to the E-mandate on Authorised Cards registered and provide the same to Unlimit, Partner Entities, Acquiring Institutions and Issuing Institutions as and when required. 
   8. The Merchant shall also inform the Customer that in order to avail E-mandate Services on Authorised Cards , the details of the Customer will be shared by the Merchant with Unlimit and that Unlimit shall further share such details with Partner Entities involved in the process of providing E-mandate Services on Authorised Cards through Subscription Platform. Such information collected by Unlimit and Partner Entities shall be processed in accordance with the respective privacy policies of Unlimit and such Partner Entities.
   9. The Merchant agrees that E-mandate on Authorised Cards shall be registered only when all the parameters prescribed under Applicable Laws are complied with and at the sole discretion of Unlimit and the Partner Entities. No E-mandate on Authorised Cards for a transaction value of more than INR 15,000 (fifteen thousand) (or such other limit as may be prescribed by RBI from time to time) can be registered.
   10. For each E-mandate on Authorised Cards registered, Unlimit will generate Unlimit Standing Instruction (SI) ID which will be unique ID for each E-mandate on Authorised Cards registered by the Merchant. The Merchant shall ensure to save the SI ID and provide the same to Unlimit for processing Charge Transaction using the Payment Aggregation Services.
   11. The Merchant shall provide an option to the Customer to opt-out of the E-mandate on Authorised Cards, provided by the Customer. The Merchant undertakes and agrees not to process the Transaction enabled by E-mandate on Authorised Cards for the Customers who have opted-out. In addition, the Merchant also understands that Customers may directly withdraw their consent through the Partner Institution or Unlimit or Partner Entities.
   12. The Merchant agrees that prior to raising a request to debit the Customer Account for the recurring payment, the Merchant shall at least 3 (three) days prior to the due date of processing the Charge Transaction, provide the details of E-mandate on Authorised Cards including SI ID and other information as specified by Unlimit, intimating Unlimit regarding the payment Transaction to be processed. Unlimit shall process such intimation through the Subscription Platform and inform the Customer in the manner prescribed under the Applicable Laws.
   13. The Merchant understands that the intimation by the Merchant for processing of the recurring payment before the due date of the Charge Transaction shall not be treated as a successful payment Transaction. The Merchant further understands that the processing of all such Charge Transactions shall be at the discretion of the Partner Institutions, Unlimit and Partner Entities. Unlimit shall not be held liable in case the intended SI transaction does not pass through the checks of Partner Institutions/Entities.
   14. The Merchant understands that Charge Transaction shall be processed in accordance with Terms and Conditions for Payment Mechanisms and all provisions of the Special Terms and Conditions for Payment Mechanisms shall be applicable to Charge Transactions mutatis mutandis.
   15. The Merchant understands that upon processing a transaction using E-mandate Services on Authorised Cards the Merchant may receive a Chargeback or dispute relating to the payment Transaction processed. The Merchant understands that notwithstanding anything stated under the MSA, the Merchant shall be solely responsible for any such Chargeback or liability arising from such disputes including any fee, fine, and associated MDR, penalty etc. as may be imposed by the Partner Institutions, Partner Entities or any regulatory authority. The Merchant understands that relevant provisions of the Special Terms and Conditions for Payment Mechanisms shall be applicable to such Chargeback or disputes mutatis mutandis.
   16. The Merchant further agrees that it is validly authorised under the Applicable Laws to take E-mandate on Authorised Cards from the Customer and obtain the details of the Customer Account including the card number and CVV.
   17. The Merchant shall maintain the records of all Customers’ consents in relation to the registered E-mandate on Authorised Cards on the Merchant Site and provide the same to Unlimit and the Partner Institutions, as and when required.