POS Client(TSP) - Terms & Conditions

Please read the terms & conditions mentioned hereunder carefully before availing or registering for any of the JPSL services/availing Services (as defined hereinafter). By signing the Agreement, and/or by digitally accepting these terms and conditions, and/or through any other method as may be introduced by JPSL and/or by using/availing the Services, You agree to these terms and conditions and shall be bound by the same. The acceptance of these terms and conditions shall be unconditional and without any limitation or qualification. The Services shall be made available to You at the sole discretion of JPSL. You unconditionally confirm that You shall comply with and be bound by these terms and conditions as in force from time to time. No act, delay or omission by JPSL shall affect its rights, powers and remedies under these terms and conditions. JPSL and Client/You are individually referred to as a “Party” and collectively as the “Parties”.

1. Definitions: In addition to the terms defined in the introduction to this Agreement and other parts of this Agreement, wherever used in this Agreement, unless repugnant to the meaning or context thereof, the following expressions shall have the meanings set forth below:
• “Agreement” shall mean these terms and conditions;
• Affiliate: in case of a Party being a body corporate, any entity that directly or indirectly controls, is controlled by, or is under the common control of that Party;
• Authorization: shall mean the process by which the Bank approves a Transaction as stipulated by the Issuer from time to time {i.e whether the Valid Card of the Card Holder has the required credit limit/funds (as the case may be) to make payments for a Transaction} and includes approval delivered on the Equipment at the Premises. An Authorization indicates only the availability of the Cardholder’s credit limit at the time the Authorization is requested and is not a guarantee that a Transaction is valid;
• Bank: means Bank, with whom JPSL is the merchant of Record;
• Chargeback: shall mean a transaction that refers to the reversal of any transaction on account of (i) any alleged forgery of the Card or other details (ii) any charge/debit made on a Card that has been listed as a hot listed card or otherwise listed on the Card Association warning bulletins (iii) duplicate processing of the Transaction; (iv) any amount required to be refunded due to, denial of Transaction by the Customer as wrongly charged payment/ extra payments and/or due to the fraudulent use/service related/quality related/misuse of the personal and financial information of the Customer by any unauthorized person; and (v) subject to applicable law, any other dispute received from bank/ Card Association/service provider, business associate or circumstance that may result in the existence of a claim for reversal of any Transaction as determined reasonably by JPSL;
• Chargeslip: shall mean receipt produced electronically or manually as applicable by any and all type of POS and Mpos on completion of Authorization of a Transaction;
• Confidential Information: shall mean any documents, data, or information related to each Party's business and/or the Customer that is not generally known to the public including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as (a) financial information; (b) technical information, including but not limited to research, development, procedures, data, designs, and technical know-how; (c) business information, including but not limited to operations, planning, marketing interests, and services (d) personal information/data of any customers (e) all information or data which the Parties have access to in connection with performance of the present Agreement, whether before or after execution of the present Agreement (f) all confidential or proprietary concepts, documentation, reports, lists, files, data, specifications, software, source code, object code, flow charts, databases, data files, inventions, information, know-how and trade secrets, whether or not patentable or copyrightable;
• Fees: shall mean such fee that has been agreed between the Parties payable by You to JPSL for Services;
• Issuer: means a licensee of a Card Association issuing a Card;
• Payment Channels: shall mean the routing mechanism vide which the Services are rendered in respect of the Payment Modes processed on the Equipment;
• Payment Modes: shall mean payment via credit cards, debit cards, pre-paid cards, EMI, UPI, AEPS, Bharat QR, or any other payment mode as applicable;
• Point of Sale (POS) or Equipment: shall mean point of sale electronic data capture devices referred as Mpos & Digital POS, printers and other peripherals and accessories, including pin pads and necessary applications and software to run the devices in respect of or in connection with regard to all EDC devices (leased and/or purchased) provided by JPSL or its Service Providers;
• Premises: shall mean Your place of business as stated in the Application Form;
• Rules/Applicable Law: means the rules, bylaws, operating regulations, guidelines, procedures and also amendments, interpretations, or modifications issued by the Payment Gateway Networks, Card Associations, Reserve Bank of India and any other governmental authorities that govern the usage and acceptance of Cards or are otherwise applicable to the Service including but not limited to PCIDSS;
• Service Providers: shall mean banks, financial institutions, white labeled solution providers or aggregators, software providers, third party service providers and any other person authorized to issue or process payments or any persons acting on their behalf, and in case of specific MPOS devices/GPRS terminals provided by JPSL;
• Services: shall mean the provision, on a lease basis, of the Equipment and associated software by JPSL to the Client, to enable the Client to accept and process electronic payments from its customers for goods and services through the various Payment Modes. The Services shall specifically include:(a) the facilitation of Transactions on the Equipment; (b) the provision of a SIM card within the Equipment to ensure network connectivity; (c) the provision of maintenance and support for the Equipment as further detailed in this Agreement; and (d) any other ancillary services that JPSL may, at its sole discretion, offer to the Client from time to time.
• Transaction: shall mean a financial transaction conducted by the Customer using Services for the purchase/rental of goods and/or services, resulting in the generation of a Chargeslip.
• These Terms and Conditions, Schedules, Annexures and any amendments, modification, additions thereto shall form part of this Agreement and shall have the same force and effect.

1. You understand that to ensure network connectivity for smooth Service(s) of POS, JPSL has procured SIM cards from telecom service providers and assembled the same in the POS. In this regard the Client undertakes and agrees to use the POS exclusively at the Client’s premises/location and for the purposes stated in the Agreement, in compliance with all Applicable Law.
2. You hereby acknowledge, agree and confirm that the POS, the SIM Card remains the exclusive property of JPSL and provided to You on lease as a service on subscription model. You shall surrender the POS on demand during the term of this Agreement and immediately upon any termination of this Agreement in working condition. Under no circumstances shall you claim any right, title or interest in or to the POS for any reason whatsoever.
3. You agree that your details may be shared with telecom service providers and/or other regulators, if required for the purposes of availing such services.
4. You agree and undertake that you shall not remove the SIM Card from the POS under any circumstance.
5. You shall be responsible for the safekeeping/maintenance of the POS and all other devices or items deployed or provided by JPSL and for the secrecy of any software and keys (embedded into the POS), if any and shall neither allow or facilitate any piracy, nor violate any copyright/ trademark relating to any software or other intellectual property rights.
6. Device Condition: JPSL will provide the Client with a fully functional payment device.
7. Device Repair & Replacement for Client-Caused Damage: The Client shall be solely responsible for any damage to the device resulting from their misuse, negligence, or physical damage (e.g., breakage, liquid damage). In such cases, JPSL will provide a replacement device, and the Client shall be liable to pay a replacement / repair fee as determined by JPSL. JPSL reserves the right to withhold any payments due to the Client until this fee is settled.
8. You shall not:
   1. Sell, assign, transfer, lease or otherwise dispose of any POS deployed or provided by JPSL;
   2. Remove, conceal or alter any markings, tags or dates attached to POS or any part thereof indicating JPSL’s ownership of such POS.
   3. Permit any third party to perform the maintenance services on the POS deployed or provided by JPSL or effect modifications, enhancement or software/engineering changes to the POS or any other device deployed or provided by JPSL.
   4. Alter or modify the programme in the POS.
9. You must inform JPSL of any loss of or damage to any SIM Card and/or POS or upon becoming aware that any party is making improper use of the same. You will be responsible for any charges incurred as a result of any unauthorised use of the SIM Card/ POS until such time as it has notified JPSL. In such an event, Client understands that JPSL shall have to inform about the same to the telecom service providers and other regulators / authorities / law enforcement agencies.
10. You further agree and undertake to be responsible/liable for any costs/damages/losses incurred by JPSL due to your unauthorized/illegal use of POS or the SIM card fitted in such device, and/or any physical damage caused to the POS. In event of breach of this clause by You, JPSL shall have the right to terminate the agreement and take such appropriate action as it may deem fit, including but not limited to blacklisting and reporting of to appropriate government authorities and immediate disabling or suspension of the SIM Card.
11. You agree that the SIM card/data shall not be used to make any foul or profane expressions, impersonate another person with fraudulent or malicious intent, for any improper, immoral, anti-national, unlawful, or abusive purpose or for sending obscene, indecent, threatening, harassing, unsolicited messages, to call another person so frequently or at such times of the day or any other manner so as to annoy, abuse, threaten or harass to any other person whomsoever.
12. You shall indemnify and hold harmless JPSL from all suits, costs, damages or claims of any kind arising out of any act or omission or misuse of the SIM card by You or any other person with or without the consent of the JPSL or suffered as a result of any use of the SIM Card which is not in accordance with these terms and/or the provisions of any telecom service providers, or other laws, which are applicable to the SIM Card.

1. You agree to pay to JPSL (i) the fees and charges (“Fees”) as may be agreed between the Parties as laid down in Annexure A, along with any other sums including but not limited to, reimbursable expenses for usage of POS; (ii) any and all applicable statutory taxes, including without limitation, any direct or indirect tax; (iii) any additional fees or pricing set out in the Transaction.
2. You shall, prior to the commencement of the Services, execute an E-Nach/UPI Mandate in favour of JPSL for your designated bank account. You hereby expressly and irrevocably authorise JPSL to debit, via the said E-Nach/UPI Mandate, any and all Fees, charges, rentals, or other sums payable by You to JPSL under this Agreement as and when they become due

1. You acknowledge and agree that all refunds and chargebacks related to transactions processed through the POS machines shall be the sole responsibility and liability of the bank. JPSL shall in no way be held responsible or liable for any refunds, chargebacks, or associated financial obligations. Notwithstanding the foregoing, in the event the Bank formally requests JPSL in writing to assist in the recovery of any Chargeback amount from You, You hereby expressly and irrevocably authorise JPSL to debit and recover such specific amount, as communicated by the Bank, from Your designated bank account via the E-Nach/UPI Mandate. JPSL’s role in such an event shall be strictly limited to that of a facilitator acting on the express instruction of the Bank.

1. JPSL represents and warrants that:
   1. It is duly organized and validly existing and is duly qualified, including for undertaking the transactions contemplated by this Agreement; and
   2. It has all the requisite power, including corporate power and authority to enter into this Agreement, to perform its obligations thereunder and to consummate the transaction contemplated hereby.
2. You represent, warrant and covenant that:
   1. You have full capacity, power and authority to enter into this Agreement and have already taken and will continue to take all necessary and further actions, (including where applicable without limitation obtaining of all governmental and other necessary approvals / consents / licenses in all applicable jurisdictions) and to authorize the execution, delivery and performance of this Agreement;
   2. It shall not use the Services in any manner, or in furtherance of any activity, which constitutes a violation of Applicable Law or which may result in fraud on any person or which may cause JPSL, its Affiliate or Service Provider, to be subject to investigation, prosecution or legal action. In the event of any suspected fraud, JPSL shall have the rights to suspend all payments under this Agreement, pending enquiry by JPSL;
   3. You shall comply with all data protection laws and policies, disclose your privacy policy on the website and ensure that You conduct Your business in accordance with the same;
   4. You shall take all such precautions as may be feasible or as may be directed by JPSL, its Affiliate or Service Provider,to ensure that there is no breach of security and that the integrity of the link between Payment Channels, POS and the Payment Modes is maintained at all times;
   5. You shall not describe yourself as an agent or representative of JPSL its Affiliate or Service Provider;
   6. JPSL its Affiliate or Service Provider shall not be a party to any agreement(s), assurance(s) or undertaking(s) between the You and Customers in any manner whatsoever.
   7. You shall use the Services only for POS and MPOS and product/service categories approved by JPSL, under this Agreement and for no other products or services. You shall at all times during the subsistence of this Agreement observe and comply with all Applicable laws;
   8. You will not split a single Transaction into multiple transactions;
   9. The application/software for completing POS transaction is current and meets the requirements issued by JPSL or the Service Providers of JPSL.
   10. White plastics/card without logo of Bank/MasterCard/Visa/Rupay/Amex/ Diners/Discover shall not be accepted.
   11. Sensitive personal identification data shall not be accepted through unsecured mode.
   12. You shall ensure that the Equipment and/or the SIM (if procured by You from JPSL) is/are not damaged/lost/misplaced. You are liable to pay the cost of the device and/or SIM including the penalty to JPSL/Service Provider, the actual amount to be paid will be determined by JPSL at the time of occurrence of the issue.
   13. There have been no materially adverse changes in information provided in the Application Form or in your financial condition, or management.
   14. You do not do business under a trade name or style not previously disclosed in writing, and there has been no change in the nature of your Business or the product lines that you sell not previously disclosed.

1. You, undertake that JPSL (or its representatives/service providers/vendors) will use, store, dispose of, and process personal information (including cardholder data) from Customers/merchants, and this proprietary information will be handled only according to Applicable Laws.
2. You expressly consent to JPSL's third-party service providers using and/or disclosing this information, provided they comply with Applicable Law.

1. JPSL shall be responsible for payment of Brand instant discount within T+1 day (T being the day of transaction) of receipt of the same from the brand/ brand partner.
2. In case of return of the product from customer You shall refund the brand instant discount within T+1 day ((T being the day of transaction)of return of the product.
3. The amount settled to the You will be net of all applicable fees under this Agreement, service fee, customer processing fee, upfront amount / down payment, Chargeback, applicable charges & taxes within T+3 (T means batch Settlement date). Amount of settlement will be subject to completion and validation of all processes shared with the You.
4. You acknowledge that Cardholder would be subject to relevant financial institution terms and conditions, depending on card or line of credit and partnered with JPSL. Such terms may include terms of EMI offer, eligibility, interest rate, withdrawal of EMI rules, recovery in case of default, RBI rules. You will have to follow the process shared for POS transactions, complete USN / IMEI validation.
5. Dealer Buy Down (DBD) for EMI is a pass through to the cardholder (along with MBD paid by the OEM).
6. Service fee, DBD plus applicable taxes will not be refunded to You in case of any refunds.
7. JPSL is not liable for any issues arising from such service.

1. This Agreement shall be effective as of the Execution Date and shall remain in force for a period of one (01) year thereafter (the “Initial Term”). This Agreement may be terminated by JPSL by giving thirty days (30) days prior notice in writing to You without being required to assign or give any reasons.
2. JPSL reserves the right to terminate the Agreement with immediate effect (i) if the You have breached any of the representations, warranties, terms and covenants of the Agreement and has failed to cure such breach within thirty (30) days of notice of breach; (iii) if the You become bankrupt, insolvent or is likely to become so (at the sole determination of JPSL); (iv) material adverse change in Your financial condition; (v) if you have failed to make payment for usage of the Equipment.
3. Consequences of Termination: Upon termination of this Agreement:
   1. Return of Equipment: You must immediately return all Equipment leased or rented from JPSL at your expense. If any Equipment is lost, you'll pay for its replacement.
   2. Forfeiture of Rental Fees: Any advance or other rental fees paid for leased Equipment as of the termination date will be entirely forfeited.
   3. Cessation of Licenses: All licenses granted to you by JPSL will immediately end.
4. Termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination including, without limitation, Clause 4 (Fees for Services), Clause 7 (Refunds and Chargeback), Clause 6 (Representations and Warranties), Clause 9 (Term and Termination), Clause 10 (Confidentiality), Clause 13 (Indemnification), Clause 15 (Limitation of Liability), Clause 16 (Miscellaneous) of this Agreement.

1. You must ensure neither you nor your employees access or store any customer details, including passwords/PINs or other private Service information. You won't store, use, or disclose cardholder names or other Confidential Information unless legally required and in compliance with Indian government-mandated data security policies.
2. Both parties acknowledge that monetary damages might be insufficient for unauthorized disclosure, and the disclosing party can seek injunctive or equitable relief. These confidentiality obligations survive Agreement termination.

1. You acknowledge that JPSL owns or has rights to all intellectual property in the Software and Services. This Agreement grants you no rights to JPSL's patents, copyrights, trademarks, or other IP related to the Software, Equipment, or Services, except as explicitly stated.
2. You must not access any part of JPSL's Software or Equipment to build competing products or services.
3. You grant JPSL a non-exclusive, royalty-free license to use your Trademarks and logos solely for marketing and providing services under this Agreement. You confirm you have the right to grant this license.
4. You agree to indemnify JPSL for any losses from third-party IP infringement claims related to either the license you grant or your products/services offered for sale.

1. Any Equipment supplied by JPSL will be delivered and installed at the site designated. Any Equipment remains the personal property of JPSL at all times and will not under any circumstances be considered to be affixed to Your premises or be considered to be your property.
2. If an item of Equipment appears to be defective, You must immediately call the JPSL Help Desk on the number provided to you from time to time which will be available 7 days a week. JPSL will:
   1. provide general support, assistance, and advice regarding the technical and operational feature of the Equipment;
   2. and use best endeavours to identify and rectify faults/provide functionality updates in the Equipment including Software via remote access or on-site support and maintenance as may be appropriate (in which case You must allow JPSL’s representatives at any reasonable time during business hours to enter Your premises for the purposes of inspecting, examining or repairing the Equipment.
3. In providing maintenance services, JPSL will use best endeavours to meet the response times set out in the Application. JPSL shall not be liable for any delay or any damage which cannot be rectified by JPSL. You agree to pay the maintenance fees set out in the Application.
4. You are responsible for maintaining the security of Your POS devices/Equipment, particularly since the device is the asset of JPSL and for instituting appropriate controls to prevent Employees or others from submitting credits (e.g., refunds) that do not reflect bona fide returns or reimbursements of earlier Transactions.
5. Further, promptly upon expiry or termination of the arrangement, You must deliver possession of the POS/Equipment (including all attachments and parts) and the Marketing Materials to JPSL in the same operating order, repair, condition and appearance that the POS/Equipment had at the time of its delivery to You.
6. In order to return Equipment, You must:
   1. call Our Customer Service number to book a service call for the collection of the Equipment;
   2. pay the collection charge invoiced to You;
   3. and keep the acknowledgement of collection of POS/Equipment that Our service provider gives to You at the time the Equipment is collected and keep the confirmation of de-installation of the Equipment for a period of 18 (Eighteen) months, following which You may destroy these documents.

1. Notwithstanding anything contained in this Agreement the You hereby undertake and agree to indemnify and hold harmless JPSL and its directors, Affiliates, representative, business associates, Service Provider, employees and agents against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of JPSL, on a solicitor / attorney and own client basis), awards, damages, losses and/or expenses however arising directly or indirectly as a result of:
   1. any claim or proceeding brought by the Customer or any other person against JPSL its Affiliate, or Service Provider in respect of any services offered by the You;
   2. any negligent act of Your agents, employees, licensees or Customers;
   3. any fines, penalties or interest imposed directly or indirectly on JPSL, its Affiliate, or Service Provider on account of Your services or Transactions conducted through You under this Agreement;
   4. and breach of any of terms and conditions of this Agreement by You, its agents, employees or representatives.

1. You understand third-party service interruptions (from JPSL's Service Providers, acquirers, or associates) may abruptly end your Services without explanation. If this occurs, JPSL's sole obligation is to reasonably try and restore services.
2. JPSL doesn't guarantee uninterrupted, error-free, or virus-free Services or third-party Payment Channels.
3. JPSL can modify Services for mandatory/regulatory reasons, with notice. You must comply with JPSL's directions to upgrade your systems to meet current standards. If you request, JPSL can provide these upgrade services, and you'll pay additional agreed-upon charges.
4. JPSL can modify Services for mandatory/regulatory reasons, with notice. You must upgrade your systems per JPSL's (or its Affiliate's/Service Provider's) instructions to meet current standards. If you request, JPSL can provide these upgrade services, and you'll pay additional agreed-upon charges.

1. JPSL isn't liable for special, punitive, indirect, or consequential damages, whether due to contract, tort, or other legal reasons. This includes lost profits/revenue, costs for substitute services, or any expenses/investments you make based on this Agreement. This applies regardless of the legal basis or if JPSL was notified of such potential damages.
2. Notwithstanding anything contained in this Agreement, JPSL shall have no liability for any loss caused to You under this Agreement.

1. Governing Law, Jurisdiction and Dispute Resolution: This Agreement is governed by the laws of India, with exclusive jurisdiction granted to the courts in Mumbai. Any disputes will first be handled through mutual discussions and negotiations. If unresolved within 30 days, either party can refer it to a single, mutually appointed arbitrator under the Arbitration and Conciliation Act, 1996. Proceedings will be in English and held in Mumbai. The arbitrator's award is final and binding, with no right of appeal. However, either party may seek interim injunctive relief from the appropriate Mumbai courts. You agree that JPSL will not be a party to any disputes you have with consumers concerning your products/services, and you will indemnify JPSL against any associated losses, costs, or compensation.
2. Force Majeure: Force Majeure refers to any event or circumstance beyond the reasonable control of a Party, which could not have been foreseen or prevented, and which prevents that party from fulfilling its obligations under this Agreement. Such events may include, but are not limited to, natural disasters (e.g., floods, earthquakes), acts of war, terrorism, government actions, epidemics, pandemics, strikes, or widespread and significant failures of public infrastructure like electricity or telecommunications that are not caused by the JPSL’s negligence.
   1. If the JPSL's ability to provide services or fulfill its obligations under this Agreement (including, but not limited to, maintenance, support, or repair of POS machines) is hindered or delayed by a Force Majeure event, its performance shall be suspended for the duration of that event. JPSL shall not be held liable for any failure or delay in performance caused by a Force Majeure event.
   2. Notwithstanding the occurrence of a Force Majeure event, Your obligations under this Agreement, particularly the payment of all fees, charges, and other amounts due to JPSL, shall remain in full force and effect. You shall not be entitled to any waiver, reduction, or concession of fees or payments for any period during which the POS machines are functional and You are able to process transactions, even if a Force Majeure event is impacting other aspects of the Your operations. Your ability to continue using the POS machine to process payments shall be considered evidence that the core service is being rendered, and Your payment obligations persist.
   3. The inability to pay money due under this Agreement shall not be considered a Force Majeure event.
3. Assignment: JPSL can assign this Agreement to third parties without notifying you or providing a reason. You cannot transfer your rights under this Agreement to anyone else without JPSL's consent, while JPSL is free to transfer its rights and responsibilities to any other party.
4. Entire Agreement: This Agreement is the complete and sole agreement between JPSL and you regarding its subject matter, replacing all prior written or oral agreements between us. Any changes or amendments to this Agreement are only valid if mutually agreed upon in writing.
5. Severability: If any part of this Agreement is found to be unenforceable under applicable law, that specific part will be removed and will not affect the remaining terms and conditions. JPSL can, at its sole discretion, replace any such unenforceable term with a suitable and enforceable one.
6. No Waiver: This Agreement doesn't limit any rights JPSL may have under intellectual property or other applicable laws. JPSL's failure to enforce any right or provision in this Agreement doesn't mean we've given up that right or provision. Waiving any term in this Agreement once won't be considered a continued waiver of that term or any other term.
7. Non Exclusivity: Nothing in this Agreement prevents JPSL from offering similar services to other merchants or parties, including your competitors.
8. Right To Amend: JPSL can amend this Agreement by publishing the updated version (including any changes or additions) on its Platform, or by notifying you via email or letter. Your continued use of the Services means you accept these revised terms.