Terms & Conditions

Please read the terms & conditions mentioned hereunder carefully before availing or registering for any of the JPSL services/availing Payment Mechanism services. By signing the Merchant Acquisition Form, and/or by digitally accepting these terms and conditions, and/or through any other method as may be introduced by JPSL on the Merchant Partner Platform for accepting these terms & conditions, and/or by using/availing the Payment Mechanism and/or by downloading/accessing/using the Platform, the Merchant Partner agrees 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 Payment Mechanism shall be made available to the Merchant Partner at the sole discretion of JPSL. The Merchant Partner unconditionally confirms that the Merchant Partner 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 Merchant Partner are individually referred to as a “Party” and collectively as the “Parties”.

1. 1.1. In the Agreement, (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:
• “Agreement” shall mean these terms and conditions;
• “Acquiring Bank” or “Acquirer” shall mean banks, financial institutions, payment networks and payment system providers licensed under the Payments and Settlement Systems Act 2007 and / or the Banking Regulation Act, 1949 to acquire, authorise and authenticate the online payment transaction;
• “Act” shall mean Payments and Settlement Systems Act 2007;
• “Applicable Law” or “applicable law” shall mean the applicable laws and regulations of India which is including but not limited to rules, guidelines, regulations, notifications and instructions issued by Reserve Bank of India (“RBI”) and/or National Payments Corporation of India (“NPCI”) and/or any other applicable legal/regulatory authority, including the PA Directions;
• “Authenticate” or “Authentication” means the process by which the Consumer’s identification is authenticated by the Payment Networks, Issuers, and / or Payment Instrument Provider;
• “Authorisation” means the process hereunder by which the Issuer and / or the relevant Acquiring Banks and / or Payment Instrument Provider, and / or the Payment Networks electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Consumer, on the Platform;
• “Authorised Currencies” means the currencies as may be prescribed by JPSL from time to time for the International Card Processing;
• “Chargeback” means a claim of reversal (such reversal being requested by an Issuer pursuant to a request from the Issuer’s Consumer) of the debit of the Transaction Amount that was charged to the Consumer, where the reversal is approved / rejected by the Acquiring Bank following examination of the Chargeback Documents;
• “Consumer” shall mean consumer who holds the valid Payment Instrument and makes payment for purchasing the Products from the Merchant Partner utilising the Payment Instrument using the Payment Mechanism and / or Offline PA Services (as applicable) through the Merchant Partner Platform;
• “Delivery” in respect of (a) product means delivery of the product by a courier / parcel service to the Consumer at the address specified by the Consumer, proof of which shall be submitted by the Merchant Partner to the JPSL electronically through the Platform to the satisfaction of JPSL and the Payment Service Providers. In respect of (b) service means delivery or performance of the service, proof of which shall be submitted by the Merchant Partner to JPSL electronically through the Platform to the satisfaction of JPSL and Payment Service Providers;
• “Grievance Redressal Policy” shall mean such dispute resolution mechanism which may be notified by JPSL to the Merchant Partner from time to time;
• “EMI” shall mean monthly instalment payment plan provided by the Payment Service Provider to the Consumer;
• “Escrow Account” shall mean the escrow account maintained by JPSL with a scheduled commercial bank for the purpose of pooling funds collected from Consumers on behalf of the Merchant Partner, and facilitating the transfer of funds in final settlement to the Merchant Partner, in accordance with the Payment and Settlement Systems Act, 2007 and the guidelines issued thereunder, the PA Directions or any other RBI guidelines amended from time to time;
• “Failed Transaction” means a Transaction which has not been fully completed due to any reason(s) not attributable to the Consumer, and such reasons shall interalia include failure in communication links, time-out of sessions, credits which could not be effected to the beneficiary account on account of lack of full information or lack of proper information and delay in initiating a reversal transaction;
• “International Card Processing” means the Payment Mechanism provided by JPSL through itself or its partner that enables Merchant Partner’s Consumers to make payment using international cards on the Merchant Partner Platform.
• “Issuer” means (a) a bank or financial institution that offers and / or issues cards on behalf of the Payment Networks, such as inter alia Visa, MasterCard or American Express; (b) an entity authorised under the Act to issue a prepaid payment instrument; and (c) a payment system provider which has issued a Payment Instrument to a Consumer;
• “Merchant Partner Account” shall be the account maintained by JPSL in its internal systems, for the purpose of identifying Merchants and mapping Merchants with the payments received from the Consumer;
• “Merchant Partner Application Form” / “MAF” shall mean the form to be completed by the Merchant Partner at the time of onboarding and submitted along with necessary supporting documents, either online on Platform or physically to designated and authorized agents of JPSL;
• “Merchant Partner Platform” shall mean all platforms declared by the Merchant Partner on which the Consumer makes payment using the Payment Instrument through the Payment Mechanism and / or Offline PA Services (as applicable) to the Merchant Partner for purchasing the Products from the Merchant Partner which is including but not limited to: (i) Merchant Partner’s website, (ii) retail outlets / physical stores of Merchant Partner (through POS or otherwise); (iii) Merchant Partner’s mobile application; and (iv) servers / backend servers / websites of a Merchant Partner used for authentication of Transactions undertaken through Platform or authentication of any Payment Instruments processed by JPSL for payment to such Merchant Partner; (v) any other platform designated by Merchant Partner and approved by JPSL;
• “Multicurrency Payment Mechanism” means a facility whereby Consumers will be able to make payment by utilising JPSL Services in any one of the Authorised Currencies.
• “Platform” or “JPSL Platform” shall mean www.jiopay.com and includes the corresponding website, mobile app, and / or any other platform of JPSL including website, mobile app and any other platform designated by JPSL;
• “PA Direction” shall mean the RBI’s Master Direction on Regulation of Payment Aggregators dated September 15, 2025 RBI/DPSS/2025-26/141 CO.DPSS.POLC.No.S-633/02-14-008/2025-26 and any subsequent amendments or clarifications issued by the RBI in relation to the same;
• “Payment Mechanism” shall mean the processing and facilitation of online payments by JPSL with the help of the services of Payment Service Providers through the internet utilising the internet banking facility, payment gateway, electronic commerce, and through other modes and methods approved and intimated by JPSL from time to time;
• “Payment Network” means national or payment card networks including but not limited to Master Card, Maestro, Visa, Diners, American Express and Rupay etc., which Authenticates, Authorizes and enables card Transactions;
• “Payment Service Provider” shall mean and include any payment gateways, Acquiring Banks, financial institutions, Payment Network, issuing bank / institution, Payment Instrument Provider, software providers, collection agents / EMI scheme providers as well as third party service provider that participate in authorisation / authentication / facilitation of the online payments. These Payment Service Providers allow JPSL to use the internet payment gateways / payment facility developed by them to process all type of Payment Instruments and transactions initiated by the Consumer online on Merchant Partner Platform. The Payment Service Provider shall also include bank and non-banking financial institutes or any other financial company other than Acquiring Banks, Payment Network, and Payment Instrument Providers that are authorised to issue valid Payment Instruments and / or to participate as facilitator of an online transaction;
• “Bank” shall mean Jio Payments Bank Ltd or such other bank that may be engaged by JPSL for the purpose of UPI services;
• “Offline PA Services” shall mean such payment aggregation services that are provided by JPSL for offline modes of payment, the processing and facilitation of offline payments by JPSL with the help of the services of Payment Service Providers utilising such offline modes and methods approved and intimated by JPSL from time to time;
• “Payment Instruments” shall mean valid payment instruments such as credit card, debit card, bank account, prepaid payment instrument or any other instrument issued under Applicable Law by the Payment Service Provider which enables the Consumer to initiate and complete the transaction to purchase / avail Products of the Merchant Partner;
• “Payment Instrument Provider” shall mean any legal entity authorised to issue online Payment Instruments such as wallet, prepaid cards etc. including the Issuer. The term Payment Instrument Provider does not include Payment Networks;
• “Point of Sale device” or “POS” means a secure device with an alphanumeric keyboard, for Offline PA Services, and through which the Consumer can enter their PIN / swipe / use pre-paid instrument, cards and other approved mode / Payment Instruments and make payments;
• “Products” shall mean the products and / or services of Merchant Partner purchased / availed by the Consumer and the payment for which is made by the Consumer using the Payment Instrument through the Payment Mechanism and / or Offline PA Services (as applicable), on the Merchant Partner Platform;
• “JPSL” shall mean Jio Payment Solutions Limited (formerly known as Reliance Payment Solutions Limited), a company incorporated under the laws of India and having its registered office at 1st Floor, Building 4NA, Maker Maxity, Bandra Kurla Complex Road, Bandra (East), Mumbai 400 051;
• “JPSL” shall mean Jio Payment Solutions Limited (formerly known as Reliance Payment Solutions Limited), a company incorporated under the laws of India and having its registered office at 1st Floor, Building 4NA, Maker Maxity, Bandra Kurla Complex Road, Bandra (East), Mumbai 400 051;
• “Refund” means a refund issued by the Merchant Partner within T(r);
• “Settlement Account” shall mean the settlement account of the Merchant Partner identified in the MAF to which the proceeds of the Transactions processed on behalf of the Merchant Partner are to be credited as per the records of the Merchant Partner Account, from the Escrow Account. JPSL may change the settlement account of the Merchant Partner in its records on the written request of the Merchant Partner;
• “SIM Card” or “Card” shall mean Subscriber Identification Module Smart Card, for use with the VoiceBox to enable access to the network in order to avail of the Offline PA Services;
• “Transactions” shall mean payment transaction made by the Consumer utilising the Payment Instrument through Payment Mechanism and / or Offline PA Services (as applicable) at the Merchant Partner Platform for purchasing/availing the Products;
• “Transaction Amount” means the amount paid by the Consumer in connection with each Transaction;
• “VoiceBox” means a smart device that will act as a part of the POS machine providing audio transaction updates to the Merchant Partner, in relation to the Offline PA Services availed by them. This device will come with network connectivity through a SIM card and will have a speaker. Once the Consumer makes the payment by scanning the QR code through Merchant Partner Platform, the VoiceBox will notify the Merchant Partner that the payment is completed successfully. Whenever the Merchant Partner accepts the payment by scanning (Static) QR code through POS Machine, the VoiceBox will notify the Merchant Partner that the payment is completed successfully by announcing the amount loudly on a successful transaction.
• “T(r)” means date of expiry of Refund period fixed by Merchant Partner.
2. 2. INTERPRETATION

The MAF, Schedules, Annexures and any amendments, modification, additions thereto shall form part of this Agreement and shall have the same force and effect. In the event of a conflict between this Agreement and any other JPSL agreements or policies, this Agreement shall prevail. The Payment Network (i.e. Visa/Mastercard/RuPay/American Express/Discover, etc.) rules, policies, guidelines, regulation etc. shall prevail in case of card payment services.

JPSL has agreed to provide and the Merchant Partner has agreed to avail Payment Mechanism services and Offline PA Services on a non-exclusive basis on the terms and conditions of this Agreement.

1. Merchant Partner consents and agrees to inform JPSL in the event of conversion of the entity into Sole Proprietorship / Partnership / Limited Company / Private Limited Company / Trust / LLP / HUF, as may be applicable, and provide all relevant information and documents, including the updated constitutional documents in relation to such conversion.
2. Merchant Partner consents and agrees to inform JPSL in the event of conversion of the entity into Sole Proprietorship / Partnership / Limited Company / Private Limited Company / Trust / LLP / HUF, as may be applicable, and provide all relevant information and documents, including the updated constitutional documents in relation to such conversion.
3. The Merchant Partner's onboarding and registration shall, to the extent applicable and required under Applicable Law, be subject to a comprehensive security assessment to ensure compliance with the minimum baseline security requirements prescribed by JPSL and the applicable regulatory authorities.
4. Merchant Partner shall ensure that it shall comply with all orders of the Consumer for the Products of the Merchant Partner, for which the Consumer has used Payment Mechanism and / or Offline PA Services (as applicable) for making payment to the Merchant Partner and deliver the Products as per industry standards. Merchant Partner agrees and acknowledges that all risks associated with the sale of the Products/ Delivery of the Products, quality, merchantability, non-delivery and delay in Delivery of the Products shall be solely that of Merchant Partner and JPSL shall have no liability thereof, in any manner whatsoever and Merchant Partner agrees to indemnify and keep JPSL indemnified in the event any liability arises out of or in connection to the same. The Merchant Partner understands that JPSL reserves the right to undertake background and antecedent checks of the Merchant Partner in order to ensure that such Merchant Partners do not have any malafide intention of duping customers, do not sell fake / counterfeit or prohibited products. The Merchant Partner shall ensure that the Merchant Platform clearly indicates the terms and conditions of the Products and time-line for processing returns and refunds.
5. JPSL shall assume that: the request for the Transaction (a) that originates from the Merchant Partner has been duly authorised by Merchant Partner; (b) that originate from the Consumer has been duly authorised by the Consumer. JPSL shall not be liable for any losses or damages caused to any person including the Merchant Partner whatsoever as a result of any such request being unauthorised, inaccurate or fraudulent.
6. Merchant Partner agrees that JPSL may use Merchant Partner logos, service marks and trade marks on a non-exclusive, royalty free, license for displaying it on any of the marketing material of JPSL in the list of Merchant Partners or as a Merchant Partner of JPSL and the Parties may use the trade marks, or service marks or logos of the other Party jointly after mutual agreement on any joint marketing material approved by the Parties. The Merchant Partner shall not use any logos, name, trademarks, service marks or any intellectual property of JPSL without prior written permission from JPSL.
7. The Merchant Partner shall ensure that there is no breach of security at its end and that the integrity of the link between Payment Mechanism and / or the Offline PA Services (as applicable), the Platform and Merchant Partner Platform is maintained at all times during the Term of this Agreement. Merchant Partner shall ensure that there are proper encryption and security measures in its systems and Merchant Partner Platform to prevent any hacking into information pertaining to the Transactions and the Consumer under this Agreement.
8. Merchant Partner shall use the merchant encryption key provided by JPSL for integration and acknowledge the receipt and confidentiality of the said merchant encryption key.
9. Merchant Partner shall ensure that it has all necessary infrastructure and facilities at Merchant Partner Platform to provide uninterrupted service to the Consumer.
10. Merchant Partner shall not request the Consumer for sharing any confidential Consumer details to be used in Transaction by the Consumer which is including but not limited to passwords, card number, account number and PIN which may be assigned to them by the Issuer or Payment Instrument Provider from time to time, in relation to Platform and Payment Mechanism and / or the Offline PA Services (as applicable). The Merchant Partner shall not under any circumstances store customer’s payment data. The Merchant Partner may however, when utilising the Payment Mechanism store limited data (last four digits of actual card number and card issuer’s name) solely for the purpose of transaction tracking/reconciliation under this Agreement. Notwithstanding anything contained under this Agreement, such required limited information, when utilising the Payment Mechanism, shall be stored by the Merchant in compliance with adequate standards provided under the Applicable Laws.
11. If JPSL and/or Payment Service Provider suspect that Merchant Partner has committed breach of this Agreement, fraud against JPSL, Payment Service Provider and/or the Consumer, JPSL shall be entitled to suspend all payments under this Agreement to Merchant Partner pending enquiries by JPSL and JPSL shall not liable to pay any interest upon such suspended amounts during or after the pendency of the inquiry.
12. JPSL has or may enter into agreements with third parties like banks, GST application service providers, etc., which may have direct bearing on the Payment Mechanism services and / or Offline PA Services (as applicable) to the Merchant Partner and/or be incidental and/or ancillary thereto. There may be terms in such agreements which may be applicable to the Merchant Partner. JPSL shall intimate said terms to the Merchant Partner from time to time vide email or through publication on the Platform. The Merchant Partner shall keep itself updated with the same by visiting the Platform from time to time.
13. The Merchant Partner agrees that it shall use the Payment Mechanism and / or the Offline PA Services (as applicable) for the legitimate business disclosed by it under this Agreement. It shall not use the Payment Mechanism and / or the Offline PA Services (as applicable) for any other business operated in the same Merchant Partner premises. The Merchant Partner shall approach JPSL to enter into a separate Merchant Partner agreement for availing services of JPSL for any other business operated by the Merchant.
14. In the event the Merchant Partner avails debit card/ credit card acceptance services from Acquiring Bank(s) notified by JPSL, it shall be bound by the terms and conditions of such Acquiring Bank. The Merchant Partner agrees that any changes to the Acquirer may be made by publishing the details of such Acquirer on the Platform with such additional terms and conditions as may be introduced by such new Acquirer(s).
15. The Merchant Partner shall provide JPSL with the address of each of its offices/Merchant Partner Platform where the Payment Mechanism and / or the Offline PA Services (as applicable) shall be availed by the Merchant Partner for accepting payments from the Consumer and the complete description of the Products sold by it on ongoing basis as and when requested by JPSL.
16. Merchant Partner agrees and confirms that all the documents provided by the Merchant Partner to JPSL are true copy of its original documents and all information and details provided are true, accurate and complete and it shall indemnify and keep JPSL indemnified from any loss, dispute, cost, compensation, litigation etc. arising out of and related to the same. Merchant Partner shall submit the original documents for verification as and when demanded by JPSL.
17. The Merchant Partner agrees and accepts that all Payment Network and JPSL trademarks, tradenames, service marks etc. are the respective property of their owners and that Merchant Partner shall not contest such ownership under any circumstances. Merchant Partner agrees that at any point of time JPSL, the Acquirer or a Payment Network or Payment Service Provider may prohibit the Merchant Partner from using any Payment Network branding/marks.
18. Further Merchant Partner shall ensure fair acceptance of all Payment Network cards/ Payment Instruments for transactions by Consumers in accordance with the requirements of the respective Payment Network and JPSL Policies. Merchant Partner also accepts that a Payment Network or JPSL may enforce any provision of its respective rules in order to ensure the integrity of its card program and the Merchant Partner agrees to abide by any such decision of the Payment Network or JPSL.
19. The Merchant Partner explicitly agrees and confirms that JPSL can share the Merchant Partner’s personal information, data and any other documents and information including KYC documents, transaction information etc. submitted by the Merchant Partner, with any relevant Acquirer and/or point of sale device distributor and/or Payment Network and/or the Payment Service Provider and/or any other service providers whose services may be availed by the Merchant Partner whether under this Agreement (“Other Service Providers”), and/or its referral partners/reseller, and / or relevant third-parties including any of the JPSL’s group companies and affiliates including the Payments Bank, for the purpose of processing of payments in furtherance of this Agreement. The Merchant Partner hereby further acknowledges, agrees and consents to JPSL for receiving and/or utilising any and all such information as may be shared between the Merchant Partner and JPSL/Other Service Providers/ relevant third parties/JPSL’s referral partners/resellers, for the purposes of provision of Payment Mechanism and / or Offline PA Services (as applicable).
20. For availing the Payment Mechanism and / or Offline PA Services (as applicable), the Merchant Partner hereby expressly consents and agrees to provide all information, documents including personal information & data, know-your customer or “KYC” documents, merchant identity, address and credit information, transaction information and/or any other information required by JPSL, to JPSL and/or such authorised agent of JPSL, as may be determined by JPSL, from time to time.
21. Any information shared by JPSL and any of JPSL affiliates/group companies/holding/ subsidiary companies with the Merchant Partner under this Agreement shall be Confidential Information of JPSL and its respective affiliate/group/holding/subsidiary companies and shall be owned by them. The Merchant Partner shall keep the Confidential Information confidential and shall not share the same with any third party. The Merchant Partner shall return all Confidential Information to JPSL on termination of this Agreement or on demand of JPSL, whichever is earlier.
22. The Merchant Partner agrees not to engage in any prohibited business/activities as may be communicated by JPSL at the time of onboarding. JPSL shall publish amended list of prohibited business/activities from time to time on the Platform and the Merchant Partner shall be bound to comply with the said lists. The Merchant Partner agrees that JPSL may terminate this Agreement any time without notice to the Merchant Partner if JPSL is of the view that the Merchant Partner is involved in any prohibited business/activities.
23. The Merchant Partner shall comply with Applicable Laws, applicable policies of Payment Networks including that of Visa, Mastercard, and/or applicable policies of Payment Service Providers and/or any other payment network security requirements including those related to transaction information, storage etc. as may be communicated by JPSL from time to time to Merchant Partner.
24. Merchant Partner understands that the payment aggregation services under this Agreement are merely facilitated by JPSL by engaging with Payment Service Providers, third party service providers etc. as the case may be to enable extension of Payment Mechanism and / or Offline PA Services (as applicable) to the Merchant Partner for accepting payments from the Consumers.
25. Merchant Partner hereby agrees that the Payment Mechanism / Offline PA Services /Platform are subject to terms and conditions prescribed by third parties enabling services on the Payment Mechanism and / or Offline PA Services (as applicable) including but not limited to terms and conditions of Payment Service Provider etc. The Merchant Partner hereby agrees to be bound by such terms and conditions.
26. Merchant Partner shall not do any act or conduct any activity that could adversely affect the goodwill, reputation and interest of JPSL.
27. All the commercials/contractual terms to the Consumer in relation to Products shall be offered by the Merchant Partner and agreed upon between Merchant Partner and Consumer alone. The Products, commercials/contractual terms include (without limitation) price, shipping cost, mode of delivery, warranty, quality, quantity, after sale services etc. related to the Products. JPSL does not determine, advice have any control or in any way involved itself in the offering or acceptance of such commercials/contractual terms between Merchant Partner and Consumer. JPSL shall not be responsible for any non-performance or breach of any contract between Merchant Partner and its Consumers. The Merchant Partner shall not make JPSL party to any litigation/issues/dispute in between the Merchant Partner and the Consumer in relation to the products/services of the Merchant Partner which is including in relation to quality, quantity, delivery, purity of the goods/services etc. The Merchant Partner is solely responsible for engagement with the Consumer including, but not limited to, for any Transactions, and investigating and resolving disputes with any Consumer. All issues / enquiries in relation to Products offered for sale by the Merchant Partner or through the Merchant Partner’s Platform including quality of the Products or Services, price, order fulfillment, order cancellation, returns, Refunds and adjustments, rebates, functionality, merchantability or warranty, technical support and feedback concerning experiences with the Merchant Partner’s personnel, policies or processes, and any other ancillary services extended to the Consumers are solely the Merchant Partner’s responsibility. When offering customer support, the Merchant Partner shall ensure that it and its personnel always represent itself as a separate entity from JPSL and JPSL’s affiliates. Under no circumstances will JPSL be responsible for customer support to the Consumer or any third party, for issues relating to Products offered for sale by the Merchant Partner. If JPSL receives any query or complaint from any Consumers related to the Merchant Partner’s Products, JPSL will redirect such queries and complaints to the Merchant Partner, and the Merchant Partner shall be solely responsible to resolve such queries or complaints of the Consumers. If JPSL receives any query in relation to the payment aggregation services, the same shall be resolved in accordance with the procedure and within the timelines as set out in the grievance redressal policy maintained by JPSL. If JPSL requires the Merchant Partner’s assistance in providing information to a Consumer for any reason, including to resolve a query or dispute, the Merchant Partner will promptly provide such assistance to resolve Consumer disputes or queries as may be reasonably requested from time to time.
28. The Merchant Partner shall be liable to pay all monies, Refund amounts, Chargeback amounts etc. immediately to JPSL as and when demanded by JPSL. Additionally, the Merchant Partner agrees that JPSL may set-off such amounts from the amounts received from the Consumer towards purchase of the Products/Services in the Escrow Account (when payments are made using the Payment Mechanism), or in such manner as JPSL may deem fit when payments are made using the Offline PA Services
29. Merchant Partner agrees that it shall be bound by and comply with all Applicable Laws and regulations which is including but not limited the PA Directions, RBI regulations, NPCI rules, regulations, circulars, Payment Service Provider terms and conditions, rules, regulations etc.
30. Merchant Partner agrees that JPSL may set off any penalties levied by RBI, NPCI, Payment Service Provider due to any default/fault/breach by the Merchant Partner from any amount payable to the Merchant Partner. Additionally, JPSL may claim such amounts from Merchant Partner and Merchant Partner shall pay such amounts within 5 (five) days from the receipt of such demand from JPSL.
31. JPSL does not make any representation and warranties in relation to the Consumer. Merchant Partner shall independently verify the bonafides of any particular Consumer that Merchant Partner chooses to deal with.
32. Merchant Partner agrees and acknowledges that JPSL shall have access to the transaction details regarding the transactions undertaken by the Consumer obtained from the Merchant Partner and JPSL shall create or generate database in respect of such Consumers which shall be solely owned by JPSL, and solely used by JPSL for the purpose of processing payments undertaken in furtherance of this Agreement, with JPSL having complete collection, storage, sharing and transfer rights over it. Merchant Partner shall obtain necessary consent for this from the Consumers.
33. Merchant Partner shall ensure adequate supervision for the performance of its obligations set out in this Agreement. Any deficiencies in the performance of Merchant Partner obligation under the Agreement shall be rectified immediately when intimated in writing by JPSL.
34. JPSL shall not be bound by any declaration or undertaking or any agreement given by Merchant Partner to any legal/regulatory authority or to Consumers on its own account.
35. Merchant Partner understands and acknowledges that JPSL and/or any Payment Service Provider may reject Authorization of a Transaction placed by the Consumer, without any liability, for any reason whatsoever including but not limited to risk management, suspicion of fraudulent, illegal or doubtful transaction, selling of banned items by Merchant Partner, use/sale of blacklisted/ banned items and breach of applicable laws and JPSL shall in no event be held liable/responsible for the same. Specifically, JPSL and the Payment Service Providers may reject payment in respect of Consumer orders, inter alia in the following circumstances:
• The Transaction for which Authorisation has not been obtained or where JPSL, Payment Service Providers and the Acquiring Banks are entitled to reject payment in terms of this Agreement;
• Any Consumer order is deemed to be fraudulent or otherwise illegal;
• Any Consumer order which the Consumer refuses to pay because the Product was not as promised or was defective or was not delivered;
• Any Consumer order in respect of which Consumer raises a Chargeback;
• The card Issuer advises that the card number does not match any number on file;
• Payment in respect of the Consumer order or the relevant instalment of the purchase price has already been made;
• Any Products provided by the Merchant Partner using JPSL’s Payment Mechanism and/or Offline PA Services (as applicable) without prior written approval of JPSL;
• The Consumer order was not confirmed by the Merchant Partner within permissible time mentioned on the panel provided by JPSL from the date the Consumer order was placed;
• Any amount towards Invoices continue to be due to JPSL from the Merchant Partner;
• The Consumer’s account details are found to be omitted, incomplete or invalid, or are modified or altered;
• The debit card or credit card used by the Consumer for the Transaction had been altered or had not yet become valid or had expired at the time of the Transaction;
• The Authorisation process stipulated herein was unsuccessful or failed;
• Any fraudulent activity is suspected by the Payment Network;
• The debit card or credit card presented by the Consumer in respect of the Transaction was listed in a warning list or any other communication or advice (in whatever form);
• The Transaction Amount charged to the Consumer was in excess of the applicable charges of the Product (including taxes and other charges and fees);
• The Products covered by the Transaction are rejected or returned or the Transaction or part thereof is validly cancelled or terminated by a Consumer or if the Merchant Partner fails to provide Products to the Consumer or fails to do so to the Consumer’s satisfaction;
• The Consumer disputes the nature, quality or quantity of the Products covered by the Transaction;
• Any information presented electronically to the Acquiring Bank in respect of the Transaction is not received in accordance with the Acquiring Bank’s requirements from time to time;
• There has been any departure from the terms of this Agreement in relation to a Transaction;
• The Transaction information required to be presented in respect of the Transaction is not presented to the Acquiring Bank within 1 (one) working day of the Transaction;
• The Consumer disputes or denies the Transaction or the sale or delivery of Products covered by the Transaction within reasons;
• In seeking Authorisation for a Transaction, incorrect Consumer name or Payment Instrument details are provided to the Acquiring Bank;
• The Acquiring Bank reasonably believes that the Transactions are irregular;
• The Acquiring Bank is of the reasonable opinion that there are suspicious circumstances surrounding the Transaction;
• The Issuer refuses to honour the Transaction.
36. Merchant Partner agrees that the Payment Service Providers may at its discretion cancel/suspend/hold any Transaction/Transaction Amount of the Transaction between Merchant Partner and Consumer. Also the Merchant Partner may be suspended, limits of the transactions may be modified or any particular Payment Service Provider may terminate its services to the Merchant Partner at its own discretion or when the Payment Service Providers are of the view that the Merchant Partner is breaching Applicable Laws, terms and conditions, technology/software, not maintaining safety and security of its software, or selling banned/illegal goods/services etc. In all such scenario, JPSL shall not be responsible and liable and Merchant Partner shall not raise any issues/disputes/litigation against JPSL.
37. The Merchant Partner agrees and confirms that it has obtained necessary consents from the Consumer for sharing the Consumer information with JPSL and Payment Service Providers for its use, storage, transfer, process, disclosure, collection for the purpose of providing the Payment Mechanism and/or Offline PA Services (as applicable) and services of Payment Service Providers.
38. The EMI options/offers are given by the Payment Service Providers and JPSL has no control on it. JPSL is mere facilitator of the said service through the Payment Mechanism and/or Offline PA Services (as applicable) and hence JPSL shall not be responsible and liable for any issues and disputes in relation to the EMI including but not limited to stop EMI, non-payment of EMI amounts by the Consumer, bouncing of EMI etc. The Merchant Partner shall directly deal with the Consumer and the Payment Service Provider in case of any dispute in relation to the EMI services availed by the Merchant Partner and JPSL shall not be responsible for the same. The Merchant Partner agrees to indemnify and keep JPSL indemnified from any issues, disputes, litigations, claims, cost, damages, losses etc. arising out of and related to the same.
39. In case of payment collection services wherein the Payment Service Provider shall make payment to the Merchant Partner towards Products purchased by the Consumer and later recover it from the Consumer ("Collection"), the Payment Service Provider shall be responsible for collecting the payments from the Consumers for making payments to the Merchant Partner. The Merchant Partner agrees to accept such additional terms and conditions as may be levied by the Payment Service Provider of the collection services. JPSL shall not be responsible and liable for Collection and payment of the said amounts to the Merchant Partner unless received from the Payment Service Provider. The Merchant Partner shall directly deal with the Consumer and the Payment Service Provider for disputes and issues in relation to the same and agrees to indemnify and keep JPSL indemnified from the same.
40. The Merchant Partner shall provide accurate, complete and up-to-date Transaction related information to JPSL and Payment Service Providers, as and when requested by JPSL and such Payment Service Providers.
41. The Merchant Partner shall comply with the JPSL Policies, including without limitation, the Know Your Customer policy, the policy for Merchant On-Boarding, Customer Grievance and Redressal Policy, JPSL's Terms of Use, and Privacy Policy.
42. You hereby expressly consent to JPSL retrieving Your KYC records from the Central KYC Records Registry (CKYCR) for the purpose of undertaking Customer Due Diligence as required under the PA Directions and other Applicable Laws. You agree to provide any further information or documentation required in case the CKYCR record is found to be incomplete, not updated, or otherwise inaccessible.
43. You undertake to ensure that any charges levied on the Consumer, which are in addition to the price of the goods or services (such as convenience fees, handling charges, or other similar fees), are distinctly and clearly displayed to the Consumer on Your Platform prior to the initiation of any Transaction, in compliance with the PA Directions.

The Merchant Partner agrees and confirms that: (a) the bank account/Settlement Account details provided by the Merchant Partner to JPSL are accurate and correct, and JPSL shall not be responsible for verifying the same; (b) JPSL may, at its discretion, credit an amount of ₹1/- (Rupee One only) or any other denomination to the Merchant Partner's bank account/Settlement Account, as communicated by the Merchant Partner to JPSL, before initiating any settlement in the said Settlement Account/bank account, for the purpose of verifying whether the Merchant Partner's credentials match the details of the specified bank account/Settlement Account; (c) the Merchant Partner has authorised the bank maintaining its Settlement Account to share the Settlement Account details, including the Merchant Partner's name, account details, and other relevant information, with JPSL upon receipt of the verification transaction amount referred to in this clause, for the purpose of verifying the Settlement Account. Notwithstanding anything contained in this clause, the Merchant Partner shall be solely liable and responsible for any liabilities, disputes, litigation, losses, issues, costs, compensation, damages, or any other consequences arising out of or relating to the verification of the bank/Settlement Account or the settlement of any amount by JPSL into such bank/Settlement Account. The Merchant Partner further agrees that JPSL may use any other verification method, at its sole discretion, for verifying the Merchant Partner's bank/Settlement Account, and the Merchant Partner shall promptly provide all information and documents as may be requested by JPSL for such verification.

1. The Merchant Partner shall provide all necessary and correct details including account number and transaction amount for each transaction.
2. The Merchant Partner agrees and understands that JPSL provides UPI Services in association with the Payments Bank in accordance with the UPI guidelines, circulars and/or regulations issued by NPCI and/or RBI from time to time. The Merchant Partner further acknowledges that UPI is a payment platform developed by NPCI.
3. The Merchant Partner agrees that transaction limits for each UPI transaction shall be as published by JPSL on its Platform. The Merchant Partner also understands that the Payments Bank may levy charges for UPI transactions and shall contact the Payments Bank directly for any information relating thereto.
4. The Merchant Partner agrees that JPSL or the Payments Bank may, at its sole discretion, temporarily or permanently suspend the Merchant Partner's access to the UPI Services if suspicious or unusual activity is detected through the Merchant Partner's UPI ID or UPI PIN. JPSL or the Payments Bank may also reject UPI transactions for reasons including, but not limited to, risk management, fraud, suspicious transactions, unlawful transactions, or violation of Applicable Laws or JPSL Policies.
5. The Merchant Partner agrees that JPSL acts only as a facilitator for UPI Services and has no control over transactions carried out through the UPI platform.
6. JPSL shall make reasonable efforts to process UPI transactions in a timely manner; however, processing may be delayed due to circumstances beyond the control of JPSL.
7. The Merchant Partner agrees that sharing of data shall be governed by the JPSL Policies. JPSL may share information provided by the Merchant Partner and Consumers with the Payments Bank for the purpose of enabling UPI Services.
8. The Payments Bank and/or JPSL may suspend or terminate the Merchant Partner's access to UPI Services at any time without prior notice and without incurring any liability.
9. JPSL shall act upon instructions for transfer of funds through the UPI system only after receiving all information required to process such transfer. Transactions shall be initiated in accordance with NPCI clearing timelines. Transactions may be rejected or cancelled if the Merchant Partner's instructions or information do not comply with the security procedures of JPSL, the Payments Bank, NPCI, RBI, or the beneficiary bank. Transactions may also fail for reasons such as beneficiary account issues, legal attachment orders, clearing system limitations, or any other reasons beyond the control of JPSL, the Payments Bank, or the beneficiary bank.
10. JPSL shall be entitled to charge fees, charges and applicable taxes for providing UPI Services as specified on the Platform, communicated from time to time, or provided under the JPSL Policies. The Merchant Partner acknowledges that completion of fund transfers involves multiple parties and agrees that neither JPSL nor the Bank shall be liable for delays or deficiencies caused by system constraints, third-party actions, or circumstances beyond their control. The Merchant Partner further agrees to indemnify JPSL and the Bank against any losses, claims or actions arising from fraudulent instructions or incomplete information provided by the Merchant Partner.
11. The Merchant Partner acknowledges that UPI Services are governed by the guidelines and regulations issued by RBI and NPCI from time to time. RBI, NPCI, and/or their appointed agencies act as intermediaries in the settlement process. UPI transactions shall be deemed completed when the payer's account is debited and the beneficiary's account is credited in the central clearing system, subject to availability of sufficient funds.
12. JPSL and/or the Bank may, at their sole discretion, decline any request for split payments.

1. JPSL, any transaction governing authority, Acquirer, Payment Service Provider, or any legal or regulatory authority may conduct an audit or inspection at the Merchant Partner's Platform for the purposes of this Agreement, including but not limited to audits directed by RBI or any other regulatory authority, investigations relating to fraud, suspicious or unusual transactions, or for reviewing the Merchant Partner's compliance with this Agreement and the applicable by-laws, standards, and guidelines of RBI, the Payment Service Providers, and JPSL. The Merchant Partner shall extend full cooperation and provide all reasonable assistance, information, documents, records, and access to its premises as may be required by the authorised representatives of JPSL, the relevant transaction governing authority, regulatory or legal authority, Acquirer, or Payment Service Provider for the purpose of such audit or inspection. If the Merchant Partner is contacted by any government authority or Payment Service Provider regarding any aspect of its business relating to the payment aggregation services under this Agreement, the Merchant Partner shall promptly notify JPSL and provide all information reasonably requested by JPSL. Notwithstanding the foregoing, JPSL may also require the Merchant Partner to furnish copies of certifications, audit reports, or any other acceptable evidence demonstrating compliance with Applicable Laws, including but not limited to the PA Directions, where the Merchant Partner avails the Payment Mechanism.
2. The Merchant Partner hereby authorises JPSL to share information and documents obtained from or relating to the Merchant Partner, including KYC information, with: (i) credit rating organisations and verification agencies, at JPSL's discretion, for verifying the Merchant Partner's creditworthiness and credentials for activation of the Merchant Partner Account, at JPSL's cost; and/or (ii) regulators, Payment Networks, payment schemes, JPSL's card acquiring service providers, and other Payment Service Providers, for the purposes of this Agreement. The Merchant Partner expressly consents to such verification and agrees that it shall have no objection if such verification agencies conduct verification of the Merchant Partner or if the Payment Service Providers utilise such information and documents for providing services to the Merchant Partner and/or the Consumer.
3. Any decision taken by JPSL regarding the activation of the Merchant Partner Account shall be final and binding on the Merchant Partner.
4. Where the Merchant Partner avails Offline PA Services, the Merchant Partner shall be solely responsible for the maintenance, servicing, security, and proper functioning of its POS device(s). The Merchant Partner shall also be solely liable for all transactions carried out through its POS, as well as for any theft, loss, damage, or misuse of the POS or any other device used for processing transactions under this Agreement. The Merchant Partner further agrees to indemnify, defend, and hold harmless JPSL against any losses, costs, claims, compensation, litigation, damages, or other liabilities arising out of or in connection with the foregoing.

This Agreement is effective from the date of execution by both the Parties and shall remain valid until terminated in accordance with the terms of this Agreement ("Term").

1. JPSL’s role shall be limited to facilitating the Payment Mechanism and/or Offline PA Services (as applicable) between the Consumer and the Merchant Partner, subject to the terms of this Agreement.
2. The right to accept or cancel a Transaction after it has been initiated by the Consumer through the Payment Mechanism and/or Offline PA Services (as applicable) on the Merchant Partner Platform shall vest with the Merchant Partner. However, in the event a Transaction is cancelled, the Merchant Partner shall be obligated to issue a Refund of the Transaction amount in accordance with this Agreement, to the Consumer’s original Payment Instrument used for making the payment, or to any alternate mode if specifically agreed upon by the Consumer.
3. Notwithstanding anything contained in this Agreement, JPSL shall have the right to restrict or prohibit any Transaction, without any liability to the Merchant Partner or the Consumer, at its sole discretion, if such Transaction is in breach of or likely to breach Applicable Laws, or appears to be fraudulent or suspicious.
4. JPSL shall not be liable to the Merchant Partner or the Consumer if they are unable to access the Payment Mechanism and/or Offline PA Services (as applicable) due to any reason whatsoever, including planned or unplanned maintenance, technical issues, Force Majeure events, or other circumstances beyond its control. However, JPSL will endeavour to notify the Merchant Partner in case of any planned maintenance activity.
5. JPSL may from time to time notify specific technical and business procedures and policies to be followed for optimal use of the Payment Mechanism and/or Offline PA Services (as applicable).

The Merchant Partner shall not act as a payment intermediary, aggregator, service bureau, or otherwise resell the Payment Mechanism and/or Offline PA Services (as applicable) on behalf of any third party, including handling, processing, or transmitting funds for any third party. The Merchant Partner shall also not use the Payment Mechanism and/or Offline PA Services (as applicable) to process cash advances.

1. The Parties hereby agree that JPSL is under no obligation to authorize or settle any Transaction that is in violation of any agreement or Applicable Laws or that exposes consumers, JPSL’s systems, or causes harm to JPSL.
2. If JPSL reasonably suspects that the Merchant Partner Account and/or Settlement Account has been used for any unauthorized, illegal, or criminal purpose, JPSL shall be entitled to share information related to the Merchant Partner, Merchant Partner Account, Settlement Account, transactions, and any other relevant information or documents with the appropriate regulators and legal authorities.
3. The Merchant Partner hereby expressly authorizes JPSL to share such information and documents with relevant regulators and legal authorities under the circumstances specified in Clause 10.2 above. It is further clarified that, for the avoidance of doubt, any such disclosure shall not be considered a breach of confidentiality obligations by JPSL under this Agreement.

The Merchant Partner shall pay to JPSL the fees as agreed in MAF or by execution of separate mutually agreed document in writing or as published on the online Merchant Partner Account of the Merchant Partner which is accessible to the Merchant Partner after login to the JPSL website or as published by JPSL on Platform (“Fee”). The Fees shall be exclusive of taxes, as applicable from time to time under Applicable Laws. It is agreed that in respect of each Transaction, JPSL shall be entitled to charge the Fee along with the applicable taxes. The Fee will be levied to the Merchant Partner during the clearing cycle by the Merchant Acquiring System (MAS) based on the MDR / Fee configured, and for this JPSL shall raise invoices on the Merchant Partner. The Parties agree that any changes in Fees or other charges shall be as communicated by JPSL from time to time to the Merchant Partner vide letter correspondence or email or by publishing in the Merchant Partner Account of the Merchant Partner or on Platform. Continued use of the services under this Agreement by the Merchant Partner shall be treated as Merchant Partner’s acceptance of Fees and other charges and/or any changes thereto.

1. Subject to the PA Directions, JPSL, when the Payment Mechanism is utilised, shall allow the following credits to the Escrow Account(s): (i) Payments from Consumers towards purchase of Products; (ii) Pre-funding of the Escrow Account by the Merchant Partner / JPSL; (iii) Transfers representing Refunds and Chargebacks for failed, disputed, returned, and/or cancelled Transactions; and (iv) Payments received for onward transfer to Merchant Partners under promotional activities, incentives, cash-backs etc. Further, subject to the PA Directions, JPSL shall allow the following debits from the Escrow Account(s): (i) Payments to Merchant Partners; (ii) Payments to any other account on specific directions from the Merchant Partner; (iii) Transfers representing refunds for failed and/or disputed transactions; (iv) Payment of commission to the Payment Service Providers (as applicable) at pre-determined rates/frequency; and (v) Payment of amounts received under promotional activities, incentives, cash-backs, etc.
2. JPSL may pre-fund the Escrow Account with its own funds or with the Merchant Partner’s funds. In the latter case, the Merchant Partner shall have beneficial interest over the pre-funded amount. Such pre-funding is done to manage temporary mismatches. Any surplus pre-funded amount cannot be withdrawn by either JPSL or the Merchant Partner.
3. Payments for successful Transactions using the Payment Mechanism shall be processed and transferred to the Merchant Partner’s Settlement Account by JPSL from the Escrow Account in accordance with Applicable Laws. Payments under Offline PA Services shall be processed as per JPSL’s internal policies. The settlement schedule may be changed by JPSL with due intimation. JPSL will transfer only the net amount actually received, after deducting applicable fees, taxes, penalties, etc. Funds will be credited only after a Transaction is deemed successful and complete as per JPSL’s assessment and Applicable Laws.
4. The Merchant Partner shall monitor and communicate all errors in settlements or monies processed by JPSL within thirty (30) calendar days of such settlement. Any excess or short payment shall be adjusted in the next settlement cycle. JPSL reserves the right to recover or set off any excess amount paid to the Merchant Partner. The Merchant Partner shall refund such excess within 2 days of demand. Failure to notify JPSL of any short payment within 30 days shall be treated as waiver of such claims.
5. The Merchant Partner shall maintain proof of delivery for each Transaction for a period of at least five (5) years from the date of delivery. Such proof shall be available for inspection by JPSL or the Acquiring Bank at all times.
6. JPSL may monitor Transactions to identify high-risk activity, unusual or suspicious behavior, or fraudulent transactions. JPSL may engage third-party service providers for risk assessment and monitoring; however, final decision-making authority shall remain with JPSL. The Merchant Partner shall provide full cooperation and all required information for such assessments.

1. REFUND
   • Refunds can be processed upon request of the Merchant Partner with reference to the original Transaction. Upon such request, JPSL shall process the Refund, which shall not exceed the original Transaction amount at any point in time. JPSL shall recover such amount from the Merchant Partner’s settlement or any other payables under this Agreement. The refunded amount shall be credited to the Consumer’s account from which the Transaction was initiated, or to any alternate mode agreed by the Consumer in accordance with this Agreement.
   • If a Consumer approaches JPSL for a Refund and/or cancellation of a Transaction, JPSL shall seek confirmation from the Merchant Partner regarding whether the Transaction amount can be refunded. Based on the Merchant Partner’s instructions, JPSL will process or reject the Refund. In such cases, the procedure mentioned in Clause 13.1.1 shall apply.
2. DISPUTE
   • If a dispute, complaint, or claim is raised by the Consumer in relation to a Transaction, or if a Transaction results in a Chargeback, the Consumer (or Issuer) may raise a Chargeback request (“Chargeback Request”).
   • JPSL shall withhold the Transaction amount from the settlement or any other payable to the Merchant Partner. JPSL shall inform the Merchant Partner upon receipt of a Chargeback Request and conduct a preliminary investigation. The Merchant Partner shall provide evidence within 2 days (or such timeline as per Applicable Laws), including: (i) proof of delivery; (ii) transaction ID and delivery order ID; and (iii) description of Products provided (“Chargeback Documents”). Upon receipt, JPSL shall forward the documents to the Acquiring Bank, which may approve or reject the Chargeback Request. If the Merchant Partner fails to provide required documents within the timeline or if the documents are unsatisfactory, or if the investigation is decided in favor of the Consumer, the Chargeback shall be honored and the amount shall be refunded to the Consumer.
3. If sufficient settlement or other payable funds are not available with JPSL to process Refunds under Clause 13.1 and/or 13.2, JPSL shall have the right to recover such amounts from the Merchant Partner, and the Merchant Partner shall pay the amount within 5 (five) days from the date of demand.
4. The Merchant Partner shall be bound by the decision of the Acquiring Bank regarding the Chargeback Request. If the Acquiring Bank or Issuer levies a Chargeback, JPSL is entitled to recover such amount from the Merchant Partner through invoices or deductions. Any grievances related to Transactions or services may be addressed to JPSL’s nodal officer at nodal.officer@jiopay.in.
5. The Merchant Partner acknowledges that all payments to the Consumer in relation to Chargebacks shall be the sole responsibility of the Merchant Partner, and JPSL shall not be liable for any claims, disputes, or penalties arising from such Chargebacks. Approved Chargebacks shall be settled to the Consumer from the Escrow Account (for Payment Mechanism) or Offline PA account (for Offline PA Services), and JPSL may deduct such amounts accordingly. Refunds shall be made to the original payment method unless otherwise agreed with the Consumer. Fees or penalties shall not be refundable.
6. If a Failed Transaction results in a Chargeback, it shall be handled in accordance with Applicable Laws, including RBI guidelines.
7. If JPSL is informed by an Issuer that a Consumer has reported an unauthorized transaction (“Fraudulent Transaction”), JPSL may suspend settlement of such amount during investigation. If it results in a Chargeback, it shall be resolved as per the Chargeback provisions of this Agreement. If already settled, any dispute shall be handled as per Applicable Laws and RBI guidelines.

1. JPSL shall be, in relation to a Transaction, entitled to withhold such amount for such period as may be detailed out in the Grievance Redressal Policy. Notwithstanding anything contained herein, where JPSL has reason to believe that any Transaction is fraudulently incurred, JPSL shall be entitled to withhold payment in respect thereof provided such withholding shall be in accordance with the Applicable Law and statutory timelines. In the event that JPSL is required to conduct an investigation, resolve any pending dispute related to the Merchant Partner Account, Settlement Account as per the Grievance Redressal Policy or as required by Applicable Law or under direction of any regulatory authority, JPSL may defer payout or restrict access to certain funds till the resolution of such investigation or as may be directed by the regulators. Such funds held back shall not accrue any interest. In aforesaid scenario the Merchant Partner will be given an opportunity to hear and the JPSL shall after hearing the Merchant Partner take necessary decisions at its end. The decision of JPSL shall be final and binding on Merchant Partner. It is clarified that the above right may also be exercised by the Acquirer for card transaction services in accordance with the Applicable Laws and the Merchant Partner agrees to abide by the decision of the Acquirer in this regard.
2. JPSL shall have the right to demand from the Merchant Partner, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Merchant Partner’s customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility Providers. Merchant Partner’s failure to submit the KYC Documents when requisitioned shall entitle JPSL to suspend the Services and/or stop settlement of monies (as applicable) until the Merchant Partner submits such KYC Documents and the same have been approved by the JPSL internal teams.
3. Further in case of any change in name or any other KYC documents the Merchant Partner shall have an obligation to promptly and not later than 7 days of such change, inform and submit the revised KYC documents to JPSL. JPSL shall be entitled to suspend the Services and/or stop settlement of monies (as applicable) until such KYC Documents are approved by the JPSL.

JPSL shall provide disclosures and notices required by Applicable Law and other information about the Merchant Partner Account to the Merchant Partner electronically through email address registered with JPSL and if the email is not registered by the Merchant Partner with JPSL such notices shall be displayed on the Platform. Such disclosures and notices are considered received by the Merchant Partner within 24 hours of such posting on the Platform or sending of the email.

The Merchant Partner agrees that all the systems of the Merchant Partner shall be compliant with the applicable payment industry standards and Regulatory requirement as may apply to the Merchant Partner. Merchant Partner shall follow reasonable security practices in line with industry best practices and PCI DSS recommendation based on PCI DSS specified level as communicated by JPSL from time to time and/or as per policy of JPSL. Merchant Partner shall permit JPSL and/ or any regulatory body including Payment Networks/ Acquirer/Payment Service Provider to conduct an audit of the Merchant Partner systems in order to verify such compliance. The Merchant Partner shall comply with PA-DSS compliances, if and as applicable, In case of any security lapses, data leak etc. Merchant Partner shall report such incidence to JPSL within 2 (two) hrs of such breach. The Merchant Partner shall not save customer card and such related data except as permitted under Clause 3.10. The Merchant understands that JPSL reserves the right to undertake the security audit of the Merchant Partner to check its compliance under the Applicable Laws, as and when required. Further, JPSL has the right to periodically obtain security assessment reports from the Merchant Partner.

For purposes of this Agreement, "Confidential Information" means all data, information and other material whatsoever, including but not limited to any technical or business information disclosed by JPSL and/or its Representatives to Merchant Partner and/or its representatives. Confidential Information includes all notes, analyses, compilations, forecasts, studies, summaries, information memoranda, opinions and similar documentation that incorporate or are derived from the Confidential Information; the existence and terms of this Agreement, the business purpose, the fact that discussions or negotiations are taking place, or have taken place, between Parties in relation to the business purpose and contents of any discussion between the Parties and/or their respective representatives in relation to the business purpose. The Merchant Partner shall keep all Confidential Information confidential and shall not share such information with any third party. The Merchant Partner shall use the Confidential Information only for the purpose of this Agreement and return such information to JPSL immediately on demand by JPSL or on termination of this Agreement whichever is earlier.

1. Either Party may terminate this Agreement by giving 30 (thirty) days’ notice to the other Party in writing without assigning any reason.
2. JPSL reserves the right to cease to provide Payment Mechanism and / or the Offline PA Services (as applicable), and/or suspend the Payment Mechanism/ Offline PA Services (as applicable)/ Agreement and/or close the Merchant Partner Account, without giving any notice to Merchant Partner at its own option and/or as per the instructions of the Payment Service Providers (a) if the Merchant Partner has breached the terms of this Agreement or Applicable Laws or any Payment Network rules; (b) Merchant Partner’s failure or neglect to use the Payment Mechanism and / or the Offline PA Services (as applicable) or Merchant Partner Account for a continuous period of 180 (one hundred eighty) days; (c) any person other than the Merchant Partner is attempting to access the Merchant Partner Account or attempts to hack the same; (d) if some person presents identical commercial credentials in attempts to open another Merchant Partner Account; (e) if JPSL is mandated to do so by the relevant regulators or to the extent the same is required to be done by reason of any Payment Network rules; (f) any Transaction with the Merchant Partner is for any reason unlawful, or unenforceable; (g) the Transaction is suspicious/fraudulent; (h) if the Payment Service Provider asks for such suspension/termination etc.
3. If any Payment Service Provider terminates its services for JPSL for any reason whatsoever JPSL may terminate this Agreement with immediate effect.
4. The Parties agree and confirm that any termination or suspension of this Agreement does not relieve the Merchant Partner of any obligations to pay Fees or costs accrued till the date of termination and any other amounts owed to JPSL as provided in this Agreement.
5. On termination of this Agreement, the Merchant Partner agrees to return all assets, materials, Confidential Information including any properties belonging to JPSL and destroy or return the same at the option of the JPSL. The Merchant Partner agrees to provide JPSL with a written confirmation within fifteen (15) business days, confirming such return or destruction as the case may be.

Upon termination of the Agreement, the Merchant Partner agrees: (a) that upon completion of the said notice period, the relevant Merchant Partner Account shall be closed. Upon closure of the Merchant Partner Account, any pending Transactions will be cancelled. Any funds that JPSL is holding in custody for the Merchant Partner at the time of closure, less any applicable Fees and penalties, will be paid out in accordance with the payout schedule, assuming all payout-related authentication requirements have been fulfilled and no investigation is pending at the time of Merchant Partner Account closure; (b) to continue to be bound by such provisions of this Agreement which survive by their nature; (c) to immediately stop using the Payment Mechanism and / or the Offline PA Services (as applicable); (d) that JPSL reserves the right to delete all of information of the Merchant Partner and related account data stored on JPSL’s servers including Merchant Partner Account; (e) that JPSL shall not be liable to the Merchant Partner or any third party for termination of access to the Payment Mechanism and / or the Offline PA Services (as applicable) or for deletion of Merchant Partner’s information or related account data including Merchant Partner Account; (f) to provide all records, data, documents in its possession to JPSL; (g) to return all assets, materials and destroy software at the option of JPSL belonging to JPSL; and (h) JPSL shall disconnect any and all services, Payment Mechanism and / or the Offline PA Services (as applicable) and Merchant Partner Account shall be closed by JPSL and the Merchant Partner shall not be entitled to access the said account from the date of such termination.

The relationship between JPSL and the Merchant Partner is limited to a contractual relationship for the provision of Payment Mechanism and / or the Offline PA Services (as applicable) and is not one of a principal and agent. For the sake of clarity, the Parties agree that the relationship between the Merchant Partner and JPSL shall be on principal to principal basis. The Payment Mechanism and the Offline PA Services (as applicable) are protected by trademarks, copyright, trade secret and other intellectual property laws. The Merchant Partner agrees and acknowledges that JPSL and/or its affiliates are and shall continue to be the owner and/or licensee as the case may be of all trademarks, copyrights, trade secrets and other intellectual property rights in the Payment Mechanism, Offline PA Services, Platform and the Merchant Partner agrees and undertakes not to claim any right over any such trademark, copyright, trade secrets and/or other intellectual property rights.

The Merchant Partner shall indemnify, defend and hold harmless JPSL from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses including without limitation attorneys’ fees arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to or in connection with: (a) any actual or alleged breach of the Merchant Partner’s representations, warranties, or obligations set forth in this Agreement; (b) violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (c) violation of any law, rule or regulation of India or any other country; (d) Consumer or any other party’s access and/or use of the Merchant Partner Account with the Merchant Partner’s unique username, password or other appropriate security code; and/or (e) Transaction between the Merchant Partner and Consumer or any sale or proposed sale of Products by a Merchant Partner to the Consumer at Merchant Partner Platform; (f) Wrongful or improper use of JPSL technologies; (g) any issues and/or disputes in relation to the Transactions; (h) any issues/disputes in relation to Transaction on the POS of Merchant Partner or Merchant Partner Platform through the Offline PA Services or Transaction through Merchant Partner Platform and Payment Mechanism; (i) any Refunds; (j) Chargeback/dispute as mentioned in Clause 13; (k) any issues/disputes including Consumer disputes in relation to the Products of the Merchant Partner, refund/chargeback; (l) breach of confidentiality and intellectual property rights obligation of the Merchant Partner; (m) dispute/claims/proceedings brought against JPSL and/or Payment Service Provider in relation to the Products offered/sold by Merchant Partner to the Consumer; (n) any fines, penalties, or interest imposed directly or indirectly on JPSL on account of Merchant Partner or transaction conducted through Merchant Partner under this Agreement. The indemnities shall survive termination of this Agreement.

1. The Merchant Partner represents, undertakes and warrants to JPSL that: (a) any Transaction submitted will represent a bona fide sale or rendering of Products by the Merchant Partner; (b) any Transactions submitted will accurately describe the Products sold and delivered by Merchant Partner to a Consumer; (c) it shall fulfil all obligations to each Consumer for which a Transaction has been submitted and will resolve any Consumer dispute or complaint directly with the Consumer; (d) the Merchant Partner and all Transactions initiated by the Merchant Partner will comply with all national, state, and local laws, rules, and regulations applicable to the Merchant Partner and/or the business, including any applicable tax laws and regulations for availing the Payment Mechanism and / or the Offline PA Services (as applicable) and shall continue to remain compliant with the same; (e) no Transaction submitted through the Payment Mechanism and / or the Offline PA Services (as applicable) will represent a sale to any principal, partner, proprietor, or owner of the JPSL; (f) the Merchant Partner will not use the Payment Mechanism and / or the Offline PA Services (as applicable), directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Payment Mechanism; (g) use of the Payment Mechanism and / or the Offline PA Services (as applicable)will be in compliance with this Agreement and the Applicable Laws; (h) it is legally authorized to carry on business and has all necessary permits and licenses to carry out its business; (i) It shall use Payment Mechanism and / or the Offline PA Services (as applicable), the Merchant Partner Account and the Settlement Account only in India; (j) it will not accept payments in the Merchant Partner Account and / or the Settlement Account or use Payment Mechanism and / or the Offline PA Services (as applicable) or receive payment through Payment Mechanism/ Offline PA Services (as applicable) / Merchant Partner Platform from the Consumer in connection with any and all business activities that are: (i) listed as excluded/ banned/illegal activities on the Platform, as updated from time to time; and/or (ii) which are illegal/ not permitted as per any applicable laws. (k) it shall ensure to maintain and preserve records of Transactions as per the terms of this Agreement and Applicable Laws. (l) Merchant Partner is not categorized as a ‘sanctioned entity’ as notified by the RBI from time to time and is eligible to register and use the payment aggregation services under this Agreement; (m) It will not use or bring to the Company any third party’s Confidential Information unless the Merchant obtains such third party’s and the Company’s prior written consent. (n) All the information and documents provided by the Merchant Partner to JPSL for or in connection with this Agreement, including pursuant to onboarding and registration process, are complete, true, latest and accurate and does not and will not contain any misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (o) it does not have any mala fide intent of duping Consumers, nor to sell fake / counterfeit / prohibited products, etc. (p) It will take all necessary precautions within its control to prevent unauthorized and illegal use of the payment aggregation services provided under this Agreement. (q) It has a robust risk management and fraud detection infrastructure to mitigate unauthorized use of the payment aggregation services provided under this Agreement. (r) If PA-DSS / PCI-DSS compliance is required, that the Merchant Partner’s infrastructure is compliant with PA-DSS and PCI-DSS payment card industry data security standards and it has implemented data security measures in conformity with such standards. (s)it has bonafide intentions for entering into this Agreement and it will at all times during the Term of this Agreement be in compliance with the Applicable Laws relating to anti-money laundering. (t) the services provided by Payment Service Providers to JPSL which is passed to the Merchant Partner or the Payment Mechanism and / or the Offline PA Services (as applicable) can be in any event be brought to abrupt end in any event whatsoever by Payment Service Provider or JPSL for any reason whatsoever. JPSL’s sole obligation and Merchant Partners sole and exclusive remedy in the event of interruption of the Payment Mechanism and / or the Offline PA Services (as applicable) or loss of use and/or access to JPSL Platform/Payment Mechanism / Offline PA Services (as applicable) shall be to use all reasonable endeavours to restore the services/Platform and/or access to Payment Mechanism and / or the Offline PA Services (as applicable) as soon as reasonably possible.
2. Each of the Parties hereby represents and warrants to the other Party that: (a) it is duly incorporated and existing in good standing under the laws of relevant jurisdiction; (b) it has full power, capacity, and authority to execute, deliver and perform this Agreement and has obtained all approvals (including from governmental authority as may be required under the Applicable Laws) required to execute, deliver, and perform this Agreement; (c) this Agreement constitutes a legal, valid, and binding obligation which is enforceable in accordance with the terms and conditions herein; and (d) the execution, delivery and performance of this Agreement by the Party and the performance by it of the acts and transactions contemplated herein do not and will not (with or without the giving of notice or lapse of time or both) violate, conflict with, require any consent under or result in a breach of or default under: (i) any order, judgement, or decree applicable to it; (ii) any term, condition, covenant, undertaking, contract, agreement, or other instrument to which it is a party or by which it is bound; or (iii) any Applicable Law to which it is subject.

1. The Payment Mechanism, Offline PA Services, and Platform are provided on an “as is” and “as available” basis. Use of the Payment Mechanism, Offline PA Services and Platform are at the Merchant Partner’s own risk. To the maximum extent permitted by Applicable Law, the Platform, Payment Mechanism and Offline PA Services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by the Merchant Partner from JPSL or through the Payment Mechanism/ Offline PA Services / Platform will create any warranty not expressly stated herein. Without limiting the foregoing, JPSL, its processors, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is correct; that the Payment Mechanism, Offline PA Services and Platform will meet the Merchant Partner’s requirements; that the Payment Mechanism, Offline PA Services, and Platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Payment Mechanism, Offline PA Services, and Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Payment Mechanism, Offline PA Services, and Platform is downloaded at the Merchant Partner’s own risk and he will be solely responsible for any damage to his property or loss of data that results from such download.
2. JPSL does not warrant, endorse, guarantee, or assume responsibility for any Product advertised or offered by a third party through the Payment Mechanism, Offline PA Services or Platform or any hyperlinked website or service, or featured in any banner or other advertising, and JPSL will not be a party to or in any way monitor any Transaction between the Merchant Partner, third-party providers of such products or services and the Consumer.

1. JPSL, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from the hacking, tampering or other unauthorized access or use of JPSL technologies, Merchant Partner Account, Settlement Account or the Payment Mechanism or the Offline PA Services or Platform or the information contained therein or any claims from any Consumer purchasing or proposed to purchase any Products from the Merchant Partner.
2. In the event that any Party breaches this Agreement, in addition to any other remedies provided pursuant to this Agreement or Applicable Law, the non-breaching Party will be entitled to recover from the breaching Party only the actual and direct damages that the non-breaching Party incurs on account of such breach. Notwithstanding any other provision of this Agreement, in no event, either Party, a Party’s direct or indirect subsidiaries, affiliates, agents, employees or representatives be liable for (i) any indirect, incidental, special, punitive, exemplary or consequential damages of any kind in connection with or arising out of this Agreement, or (ii) any lost profits, any loss of revenue or any compensation for anticipated sales or the cost of procurement of substitute services or for any costs, expenses, expenditures, investments or other commitments made in reliance upon or otherwise in connection with or arising out of this Agreement, under statute, in equity, at law or otherwise, whether or not the Party has been advised of the possibility of such damage.
3. The total liability of JPSL under this Agreement shall not be more than Rs. 1000/- (Rs. One thousand only).

1. JPSL is inter alia engaged in the business of offering e-commerce services which include bill presentments / payment and accepting instructions through the internet, as well as acceptance of payments via offline channels, in respect of payments to be made by the Customers using valid Payment Instruments to purchase/ avail various Products and Services offered by Merchant Partner and accordingly facilitates transfer of funds from the Consumer’s bank account to the Merchant Partner’s bank account. As regards provision of Payment Mechanism, JPSL act as an authorised Payment Aggregator that facilitate e-commerce sites and Merchant Partners to accept various Payment Instruments from the Consumers for completion of their payment obligations in accordance with the PA Directions.
2. The Merchant Partner undertakes to abide by the rules and regulations formed by the governing authority in respect of the Anti-Money Laundering Act 2002, Information Technology Act 2000 and subsequent amendments incorporated thereon and guidelines issued by the Department of Regulation, RBI from time to time for Combating Financing of Terrorism (CFT).
3. The Merchant Partner hereby undertakes that, all the representations made herein are true and valid as per Applicable Law of India. The Merchant Partner represents that the Merchant Partner holds valid licenses, brand proofs, tie-up agreements from its business associates and the Merchant is legally authorised to sale the Products online through the Merchant Partner’s Site.
4. The Merchant Partner shall provide supporting documents to JPSL at the time of execution of this Agreement and upon change in details provided under this Agreement. The Merchant Partner shall provide the KYC documents to JPSL as requested.
5. The Merchant Partner shall keep updated on its Merchant Platform all the policies including but not limited to privacy policy, refund and return policies, Chargeback policy (I accept policy), Customer grievance redressal (including turnaround time for resolving queries), and other terms and conditions pertaining to the Products of the Merchant Partner. The Merchant Partner shall provide a copy of these documents as and when requested by JPSL.

1. All the data processed under this Agreement is subject to the Data Privacy Regulations under Applicable Law. Merchant Partner and JPSL shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, the Digital Personal Data Protection Act, 2023 and any other Applicable Law restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the “Privacy Regulations”), and ensure that Consumer data is processed in accordance with such Privacy Regulations.
2. JPSL, its employees, contractors or agents may, in connection with this Agreement, collect Personal Information in relation to Merchant Partner (including Consumers, employees and directors). JPSL may process, use and disclose, transfer and store the Consumer’s personal information for purposes connected with this Agreement and for such other purposes in a manner compliant with Applicable Laws or as required by Applicable Law. The Merchant Partner shall co-operate with JPSL and Payment Service Providers in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data.
3. Insofar as information provided, or to be provided, by Merchant Partner to JPSL includes the personal information / personal data (as defined under Privacy Regulations) of Consumers, Merchant Partner represents and warrants that it has obtained sufficient informed prior consent in writing from each Consumers to whom any such personal information / personal data relates to, in order for JPSL to comply with Applicable Law and which allows JPSL to collect, use, disclose, process transfer and store such information for the purposes specified in this Agreement and the schedules, including in the circumstances described above, and will provide JPSL with such consent as and when requested by JPSL. The Merchant Partner shall at all times keep JPSL indemnified in the event JPSL incurs any liability arising out of or in connection with the Merchant Partner’s non-compliance with Privacy Regulations, in relation to this Agreement.

1. GOVERNING LAW AND DISPUTES: This Agreement shall be governed by the laws of India. The courts in Mumbai shall have exclusive jurisdiction. Any Dispute arising out of or in connection with the Agreement shall be amicably settled at the first instance by mutual discussions and negotiations. In the event the dispute is not resolved within 30 (thirty) days then any Party may refer the same to the arbitration of single arbitrator to be appointed mutually by the Parties. The provisions of the Arbitration and Conciliation Act, 1996 shall be applicable to such arbitration or any enactment of statutory modification thereof. The arbitration proceedings shall be in the English language. The place of arbitration shall be Mumbai. The award of the arbitral tribunal shall be final and binding upon the Parties and no appeal against the same shall lie to any court. Notwithstanding the foregoing, either Party may bring an action before the courts in Mumbai of appropriate jurisdiction for interim injunctive relief. Merchant Partner agrees and acknowledges that JPSL shall not be made party to any dispute with Consumer/card holder/any other consumer which is in connection with/over Products offered/sold by the Merchant Partner and the Merchant Partner agrees to indemnify JPSL from any loss, cost, compensation etc. arising out of the same and out of disputes with the Consumer.
2. RIGHT TO AMEND: These terms and conditions/Agreement may be amended by JPSL by publishing the revised Agreement, amendments, modifications, additions to the Agreement on the Platform of JPSL or by communicating the same to the Merchant Partner through email or letter correspondence. Continued use of the Payment Mechanism and / or the Offline PA Services (as applicable) by Merchant Partner shall be treated as acceptance of the revised Agreement/amendments/modifications to terms by the Merchant Partner.
3. ASSIGNMENT: JPSL may assign this Agreement to third parties without giving any notice and assigning any reason to the Merchant Partner whereas Merchant Partner may assign this Agreement by giving 30 days’ notice to JPSL.
4. OTHER PROVISIONS: The Agreement does not limit any rights that JPSL may have under trade secret, copyright, patent, or other laws. JPSL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term in this Agreement shall be deemed as a further or continuing waiver of such term or any other term.
5. NON EXCLUSIVITY: Nothing in this Agreement shall prohibit JPSL from providing services similar to those provided under this Agreement to other merchant partner/merchant including but not limited to competitors of the Merchant Partner.
6. FORCE MAJEURE: Notwithstanding the provisions of this Agreement, Merchant Partner shall not be eligible for liquidated damages, damages or any cost or termination for default against JPSL, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. If a Force Majeure situation arises, JPSL shall as soon as reasonably possible notify the Merchant Partner in writing of such conditions and the cause thereof. Unless otherwise directed by the Merchant Partner in writing, JPSL shall continue to perform its obligations under the Agreement as far as reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. Either Party may terminate this contract, by giving a written notice of minimum 30 days to other Party, if as a result of Force Majeure, JPSL being unable to perform a material portion of the services for a period of more than two months. “Force Majeure” means any event including acts of God or such other events beyond the reasonable control of the affected Party including a pandemic, directives of any government or statutory authority, orders of a court, statutory, or quasi-judicial authority, terrorist activities, earthquake, tempest, cyclone, flood, volcanic eruption or fire or other casualty or accident or landslide, war or other violence or limitation / unilateral suspension / termination by access service providers, or any cyber-attack or similar unforeseen technological disruptions, or any change in government policies directly or indirectly interrupting the performance of the affected Party in terms of this Agreement, any of which prevents the affected Party from performing its obligations under this Agreement, and which Force Majeure event is beyond the reasonable control and not arising out of the fault of the affected Party and the affected Party has been unable to overcome such act or event by the exercise of due diligence and reasonable efforts, skill and care.
7. This Agreement constitutes the entire agreement between JPSL and the Merchant Partner pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties.
8. The Parties to this Agreement are independent contractors and nothing in this Agreement will make the parties joint ventures, partners, employees, agents etc. of the other party.
9. JPSL may amend this Agreement any time. Such amendment or variations shall be effective and binding on the Merchant Partner on its publication on the JPSL platform. The Merchant Partner shall visit JPSL Platform and keep itself updated to any changes and amendments. If Merchant Partner is not willing to accept the said amendment/modifications it shall notify the same to JPSL in writing within 5 days from the date such changes are published on the JPSL Platform.
10. SEVERABILITY: Where any particular term or provision of this Agreement is determined under Applicable Law to be un-enforceable, such un-enforceable term(s) shall be severed from and will not affect any other terms and conditions. JPSL reserves the right to substitute any such un-enforceable term or provision with a suitable and enforceable provision at its sole discretion.
11. CHANGES TO THE JPSL POLICY AND TERMS AND CONDITION: The Merchant Partner agrees that it shall be bound by the JPSL Policy(s) and terms and conditions published on the Platform from time to time. The Merchant Partner shall frequently check the Platform for any changes in JPSL Policy and terms and conditions to stay informed. The Merchant Partner acknowledges and agree that it is their responsibility to review JPSL Policy and terms and conditions periodically and become aware of modifications.

The person accepting/executing/signing these terms and conditions on behalf of Merchant Partner (“Authorised Person”) agrees and declares as under:

1. Authorised Person agrees and confirms that the Authorised Person is duly authorised representative of the Merchant Partner and signing on behalf of the Merchant Partner.
2. Authorised Person is legally empowered by and duly authorised as the Authorised Person, to accept these Merchant Partner terms and conditions.
3. The Merchant Partner is duly authorised under law to undertake all activities and assume all duties, responsibilities and obligations as Merchant Partner.
4. The digital copy of the proof documents, furnished by me and/or enclosed herewith, for establishing Merchant Partner identity, address and business (and which may include, for the purposes of establishing proof of bona fide business of Merchant Partner, the latest invoices placed on Merchant Partner by the supplier establishment recognized by JPSL) are true, complete and accurate in all respects.
5. To the extent that any of the proof documents furnished require renewals and/or reauthentication/attestation or where any further documents become necessary for submission, the Merchant Partner assumes complete responsibility for obtaining and submitting the same.
6. In case, any of the above information or documents are found to be insufficient, false, untrue, misleading and/or misrepresenting, the Merchant Partner assumes sole responsibility and liability for any and all ensuing consequences.

1. The Merchant Partner understands that to ensure network connectivity for smooth Service(s) of the VoiceBox provided when availing the Offline PA Services, JPSL has procured SIM cards from telecom service providers and assembled the same in the VoiceBox. In this regards the Merchant Partner undertakes and agrees to use the VoiceBox exclusively at the Merchant Partner’s premises/location and for the purposes stated in the Agreement, in compliance with all Applicable Law.
2. The Merchant Partner hereby acknowledges, agrees and confirms that the VoiceBox, the SIM Card remains the exclusive property of JPSL and provided to the Merchant Partner on lease as a service on subscription model. The Merchant Partner shall surrender the VoiceBox on demand during the Term of this Agreement and immediately upon any termination of this Agreement in working condition. Under no circumstances shall the Merchant claim any right, title or interest in or to the VoiceBox for any reason whatsoever.
3. The Merchant Partner agrees that the Merchant Partner details may be shared with telecom service providers and/or other regulators, if required for the purposes of availing such services.
4. The Merchant Partner agrees and undertakes that it shall not remove the SIM Card from the VoiceBox under any circumstance.
5. The Merchant Partner shall be responsible for the safekeeping/maintenance of the VoiceBox and all other devices or items deployed or provided by JPSL and for the secrecy of any software and keys (embedded into the VoiceBox), 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. This Warranty of the VoiceBox excluding battery, charger, and USB cable, extends for a period of 12 months commencing from the date of the activation / date of payment of setup fee by the Merchant (“Warranty Period”). The Warranty of the charger, battery and USB cable extends for a period of 6 months commencing from the date of activation/ date of payment of setup fee by the Merchant.
7. During the Warranty Period, the Merchant Partner shall request for return or replacement via JioPay Business app or by contacting customer support via email. JPSL shall repair or replace the VoiceBox or any relevant parts thereof in the event that the VoiceBox is found to be defective without cost to the Merchant Partner during the Warranty Period. Provided that, in case the VoiceBox is damaged due to Merchant Partner’s fault, charges against such damaged VoiceBox shall be deducted from Merchant Partner payout.
8. The Merchant Partner shall also be bound by the Limited Warranty Terms and Conditions mentioned on the warranty card.
9. The Merchant Partner shall not:
   • Sell, assign, transfer, lease or otherwise dispose of any VoiceBox deployed or provided by JPSL;
   • Remove, conceal or alter any markings, tags or dates attached to VoiceBox or any part thereof indicating JPSL’s ownership of such VoiceBox.
   • Permit any third party to perform the maintenance services on the VoiceBox deployed or provided by JPSL or effect modifications, enhancement or software/engineering changes to the VoiceBox or any other device deployed or provided by SBIP, without the prior written consent of SBIP or its authorization to its representatives.
   • Alter or modify the programme in the VoiceBox.
10. The Merchant Partner must inform JPSL of any loss of or damage to any SIM Card and/or VoiceBox or upon becoming aware that any party is making improper use of the same. The Merchant Partner will be responsible for any charges incurred as a result of any unauthorised use of the SIM Card/ VoiceBox until such time as it has notified JPSL. In such an event, Merchant Partner understands that JPSL shall have to inform about the same to the telecom service providers and other regulators / authorities / law enforcement agencies.
11. Merchant Partner further agree and undertakes to be responsible/liable for any costs/damages/losses incurred by JPSL due to Merchant Partner’s unauthorized/illegal use of VoiceBox or the SIM card fitted in such device, and/or any physical damage caused to the VoiceBox. In event of breach of this clause by Merchant Partner, 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 Merchant Partner to appropriate government authorities and immediate disabling or suspension of the SIM Card.
12. Merchant Partner agrees 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.
13. The Merchant Partner 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 the Merchant Partner 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.
14. The Merchant Partner shall be liable to pay fees for using the VoiceBox as per mutually agreed terms between the Parties.

1. Through International Card Processing and Multicurrency Payment Mechanism, the Merchant Partner will have the option to reflect the Consumer charge in one of the authorised currencies made available by JPSL. Upon processing the payment, whilst the relevant Consumer bank account will be debited in the authorised currency opted for by the Consumer, the settlement to the Merchant Partner will only be made in INR subject to the provisions stated in the Merchant Agreement.
2. The Merchant Partner understands that the International Card Processing and Multicurrency Payment Mechanism shall be provided solely at JPSL’s discretion and on terms mutually agreed herein between the Parties. The Merchant Partner shall be subject to additional due diligence and criteria as may be specified by JPSL under any applicable law and Acquiring Bank and Escrow bank which may include, without limitation, verification of terms and conditions and privacy policy available on the Merchant Partner Platform and the Merchant Partner having appropriate authorisations under Applicable Laws. JPSL, the Acquiring Bank and Escrow bank shall have the right to withdraw their approval/consent at any time prior to or after the activation of the International Card Processing and Multicurrency Payment Mechanism, without notice.
3. The Merchant Partner shall be solely responsible for undertaking additional verifications of the Consumers under applicable laws, as may be applicable from time to time, such as know your customer requirements.
4. For the International Card Processing and Multicurrency Payment Mechanism, the exchange rate used by JPSL for all authorised currencies will be the inter-bank rate as decided by the respective banks. 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. JPSL 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.
5. The Merchant Partner acknowledges that the Transactions are subject to exchange rate fluctuations. Considering this, in addition to the Chargebacks which will be treated in accordance with the Merchant Agreement, the Merchant Partner shall bear all liabilities towards any disputes or refunds or Chargebacks raised by Consumers or any third parties due to such fluctuations in the currency rates or disruptions in the foreign exchange market. JPSL shall not have any liability for any losses resulting from any fluctuations in exchange rates or disruptions in the foreign exchange market.
6. The Merchant partner shall comply with the T&C of the payment partner.