MERCHANT TERMS AND CONDITIONS

This document is an electronic record in terms of Information Technology Act, 2000 and Rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system, does not require any physical or digital signatures.
These Merchant Terms and Conditions (“Terms”) shall be made effective through checkbox consent mechanism, or any other digital mode of acceptance as may be facilitated by Transcorp. Alternatively, these may be made effective over email correspondence and acceptances or accepted as part of onboarding documents or simply by obtaining physical signatures of the Merchant.
Transcorp International Limited, a company incorporated under the provisions of the Companies Act, 1956 having its registered office Plot No. 3, HAF Pocket, Sector 18A, Dwarka, Phase-II, New Delhi-110075 (hereinafter referred to as “Transcorp”/ “We” which expression shall, unless repugnant to the context thereof, include its successors-in-interest and permitted assigns) of the one Part.
AND
You, hereby referred to as “Merchant”/“You” with particulars shared by You as part of the application and onboarding process.
“Transcorp” and “Merchant” are hereinafter individually referred to as a “Party” and collectively as “Parties” as the context may so require. Unless it be repugnant to the context or meaning hereof each Party shall be deemed, to mean and include its successors/successors-in-interest and permitted assigns.
WHEREAS:
1. Transcorp is inter alia, engaged in offering Prepaid Payment Instruments (PPI) and payment technology solution through proprietary mobile application and Users have the option of payment via QR and Wallet and Transcorp Merchant(s) have the option to accept the PPIs of Transcorp against the sale of goods and services, financial services.
2. Merchant is desirous of availing Transcorp Services (as defined)
3. The Parties are now entering into these Terms to record the terms and conditions under which the Merchant has agreed to avail Transcorp Services for consideration and Transcorp has agreed to provide the Transcorp Services during the term of these Terms.
NOW, THEREFORE THESE TERMS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:
I. DEFINITIONS
In addition to the terms defined in other clauses of these Terms the following words/expressions shall have the meanings set forth below:
1. “Affiliate” means a person that controls, is controlled by or is under common control with, another person. For the purposes of this definition, “control” when used with respect to any specified person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have correlative meanings to the foregoing.
2. “Chargeback” shall mean the reversal of any approved and settled transaction on a User complaint from the Merchant’s Settlement Amount in the Designated Transcorp Account. This shall also include charges (bank fees, penalties and other charges incidental thereto) attributable to the Merchant on account of debits to Transcorp’s bank account(s) as may be deducted by any Bank, financial institution or NPCI for any reason whatsoever in relation to the transaction reversal.
3. “Confidential Information” means all non-public information disclosed by a Party or its Affiliates, agents or contractors (collectively, the “Disclosing Party”) to the other Party, its Affiliates or any agents of any of them (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes (i) non-public information relating to the Disclosing Party’s technology, Users, business plans, know how, business and operating processes, trade secrets promotional and marketing activities, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, (iii) the nature, content and existence of any discussions or negotiations between the Parties, these Terms and (iv) the Bank account information.
4. “Designated Transcorp Account” shall mean a designated account of Transcorp maintained with bank(s) (as per the applicable circulars/regulations of the respective regulatory body(ies) including the escrow account) wherein User Payment(s) are collected against purchase/availing of Product(s)/Service(s) and from which the Settlement Amount(s) are remitted to the Merchant, as per terms of these Terms.
5. “Products”/“Services” shall mean the goods and/or services offered for sale by the Merchant to the Users.
6. “Settlement Amount” shall mean the User Payment for Products/Services minus the Transcorp Service Fee and other outstanding amount(s) including but not limited to, Chargeback(s) or any other fees if any, due from the Merchant to Transcorp (if any of the above are applicable).
7. “Store” shall mean the physical retail outlets, shop or digital store/ online website/m-site/mobile application of the Merchant for sale of the Products which includes services to the Users, where applicable.
8. “Terms” shall mean and include these Terms, all schedules hereto, and any amendments, as agreed upon by the Parties, to the same from time to time.
9. “Transactional SMS”, for the purpose of these Terms, shall mean the SMS(es) that are initiated by Transcorp via third party(ies) to be sent to the Merchant’s registered mobile number and/or any other registered notifier mobile number, with respect to transaction(s) facilitated during the usage of Transcorp Services by the Merchant.
10. “Transcorp Merchant” shall mean a Merchant, for which the Transcorp Services are provided in such a manner that Settlement Amount paid by a User shall be routed through/collected in the Designated Transcorp Account and handled as per the provisions of these Terms.
11. “Transcorp Service” shall mean and include the technology solution for enabling / facilitating point of sale payment through QR code linked to Wallet and other services such as dedicated Merchant dashboard, Transactional SMS, reconciliation statements.
12. “Transcorp Service Fee” shall mean the subscription, application fees, charges or levies payable to Transcorp or its partner by Merchant, for providing the Transcorp Services (except with respect to Transactional SMS) which excludes GST.
13. “User” shall refer to individual(s) who is registered with Transcorp and in relation to a transaction with the Merchant is availing Transcorp Service by utilizing payment mode and /or who is receiving the benefits of payment technology enabled by Transcorp. User information shall be solely owned by Transcorp.
14. “User Payment” shall mean the total amount paid by the User as the consideration for the goods purchased or Services availed, as the case may be, from the Merchant.
15. “Wallet” shall mean (i) a Pre-paid Payment Instrument (“PPI”) issued by Transcorp and/or (ii) a Full-KYC PPI(s) issued by any other RBI authorised PPI Issuer, which are issued as per the applicable Reserve Bank of India (“RBI”) regulations on Pre-Paid Instruments, as may be amended from time to time.
II. REPRESENTATIONS AND WARRANTIES
Merchant hereby represents, warrants and declares that:
1. It has taken all necessary actions to authorize the execution, delivery and consummation of these Terms and these Terms does not constitute a default and / or violation of any provision of applicable law or regulation or of the organizational documents or of any agreement, order, judgment, injunction, decree or other instrument by which the Merchant is bound.
2. There are no judicial or administrative actions, proceedings, litigations or investigations (civil and/or criminal) pending or threatened against the Merchant, under Prevention of Corruption Act, Prevention of Money Laundering Act or any other anti-corruption legislation other than as disclosed.
3. It has all the licenses, permits and complies with IT standards as required under applicable laws including necessary physical and technology infrastructure, skill, knowledge and resources to perform the obligations under these Terms.
4. When executed and delivered by Merchant either digitally or physically, these Terms shall constitute a legal, valid and binding obligation, enforceable against the Merchant according to its terms.
5. Merchant understands its role and responsibilities in connection with the provision and use of Transcorp Services.
6. Merchant hereby represents and warrants that, as of the Effective Date of these Terms and throughout the duration of these Terms, Merchant's annual income does not exceed ₹20,00,000 (Indian Rupees Twenty Lakhs).
III. ELIGIBILITY
By accessing Transcorp Service, You represent that: –
1. You are 18 years of age or older.
2. You are capable of entering into a contract /legally binding agreement.
3. You are not barred or otherwise legally prohibited from accessing or using services of Transcorp under the laws of India.
4. You are not impersonating any person or entity, or falsely stating your age or affiliation with any person or entity. Transcorp shall reserve the right to terminate your contract to use Transcorp Services in case of any incorrect representation of the above-mentioned conditions.
5. The mandatory information and officially valid document(s) “OVD”/ document details mentioned by You are true & correct and belong to You.
6. You must complete the registration process to use the services under this Agreement. As part of registration, you must provide us with your (or your business's) legal name, address, date of establishment, phone number, e-mail address, copy of PAN card and or Goods and Services Tax Registration details and any other related information/documents as requested by us time to time. If you don’t have the details mentioned above, you hereby declare to this effect and promptly notify Transcorp wherever the same is available to you and submit a duly signed copy of the above.
7. By proceeding with the registration process to use the Services under this Agreement, you represent and confirm that you (or your beneficial owners/controlling persons) are not a politically exposed person and have not been entrusted with prominent public functions in a foreign country as per the Master Direction - Know Your Customer (KYC) Direction, 2016 issued by the RBI. If you (or your beneficial owners/controlling persons) are such a politically exposed person, please reach out to us at support.ppi@transcorpint.com before registering for the Services. In case you (or your beneficial owners/controlling persons) become a politically exposed person any time post registration, please immediately inform us at support.ppi@transcorpint.com.
IV. MERCHANT’S COVENANTS
In consideration of Transcorp providing the Services, the Merchant hereby assures, undertakes and agrees as under:
1. Transcorp shall not be liable for any risks associated with the delivery of the Products and/or Services made available via the Store. Any and all the disputes regarding the quality, merchantability, non-delivery and delay in the delivery of the Products and/or Services shall be resolved directly between the Merchant and the User and Transcorp shall not be made a party to any of such disputes. The Merchant further covenants to ensure that it resolves all User concerns and disputes expeditiously in good faith to avoid escalations of the aforesaid disputes to Transcorp. Nothing contained in this Clause shall in any way affect rights of Transcorp under Clause VII (Chargeback and Refunds) in the event Merchant fails to adhere to the covenants contained herein. The Merchant shall not (a) act with malafide intention of duping Users, (b) sell fake / counterfeit / prohibited Products/Services.
2. Transcorp shall not be liable to the Merchant for any loss or damage caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage of the Users access to PPI, use of Unified Payment Interface (UPI) or any other payment services as facilitated by Transcorp including non-availability of internet /connectivity between the Merchant and Transcorp application /software. Transcorp does not warrant that the Transcorp Services and/or third party payment solutions such as Wallet payment and UPI will always be uninterrupted or free from errors and are not susceptible to any hacks, virus or other malicious, destructive or corrupting code, program or macro, However Transcorp confirms to the applicable Information Technology norms and practices as an endeavor to maintain its services interruption free and will on a best effort basis notify the Merchant of any known interruptions or downtimes .
3. The Merchant agrees and confirms that the Products sold and the Services rendered through the Store shall, at all times, be marketed and/or distributed as the Products/Services marketed/sold by the Merchant or the third party sellers, as the case may be, and the Merchant shall ensure that the Products/Services are not mistaken or misrepresented as being associated with Transcorp. Merchant shall add necessary disclaimers to the Store (including such disclaimers as Transcorp may require from time to time in this regard).
4. The Merchant shall provide all reasonable assistance to Transcorp for the prevention and detection of fraud in respect of usage of Transcorp Services and the payment solutions enabled as part of the Transcorp Services and shall further assist Transcorp in resolving customer complaints/grievances as may be required by Transcorp, by promptly providing all information, including but not limited to the transaction in question, services involved, communications with the customer etc.
5. The Merchant covenants and undertakes to provide Transcorp with any additional information or documents that Transcorp may require during the tenure of these Terms to complete ongoing Merchant Know Your Merchant (“KYC”) compliance, risk management and other guidelines issued by the Reserve Bank of India (RBI), NPCI, or Bank/financial institution from time to time or as per Transcorp’s internal risk program. Any non-compliance or delay shall entitle Transcorp to suspend or terminate the registration of the Merchant for usage of Transcorp Services. The Merchant also agrees to sign and deliver to Transcorp declaration(s) in the format as maybe prescribed by Transcorp from time to time or displayed on the Transcorp’s Application.
6. The Merchant shall ensure compliance with and shall, at all times, act in accordance with the applicable laws, including without limitation the applicable RBI circulars and shall ensure that all licenses and registrations required for legal operation of the Merchant’s business are in full force and effect.
7. The Merchant is aware of the mode and manner in which digital payment systems operate and shall abide by guidelines, directions and general public announcements issued by the Reserve Bank of India, National Payments Corporation of India (NPCI) from time to time such as general information to carry out payment transactions securely like non sharing of UPI PIN, SMS, links from unknown ids and calls asking for security details.
8. The Merchant shall without prejudice to Transcorp’s other rights hereunder, forthwith make good the amount of fines, penalties, charges that are levied on Transcorp for Merchant breach of compliances and non-adherences.
9. The Merchant shall facilitate transactions only in Indian Rupees.
10. You understand and agree that Transcorp may monitor transactions and basis its internal risk program, Transcorp may take temporary or permanent action on You in case We identify any unusual behavior, high risk transactions or any other related parameters. You give Transcorp rights to take action on Your account without informing You in advance and also report any suspicious, unusual or transactions qualifying any similar criterion to be reported to regulators, legal enforcement agencies and/or government agencies/departments as permitted under applicable laws.
11. Wherever applicable, the Merchant shall publish on its Store, the terms and conditions of the Product(s)/Service(s) being provided via the Store and the timelines applicable for processing of returns and refunds with respect to the same.
12. Wherever applicable, the Merchant shall design its organizational structure in such a way that it meets data protection requirements under the laws of India and ensure that minimum baseline security controls are adhered to as per the RBI guidelines. Upon being required by Transcorp, within the stipulated timeframe, the Merchant shall assist Transcorp with reporting of any security incidents/ data breaches and shall adhere to preventive actions directed by Transcorp in such regard. Transcorp also reserves the right to review Merchant’s security policies and conduct security testing from time to time to verify the security controls.
13. Transcorp shall have the right to conduct detailed KYC and/or due diligence, both at the time of onboarding and/or at any time during the term of its agreement with the Merchant, as well as monitor Merchant’s transaction for Prevention of Money Laundering Act, 2002 and other regulatory purposes. Transcorp reserves the right to detect and report any unusual or suspicious activity to the regulators or government authorities in this regard.
14. It is a standalone entity and does not provide any form of payment services as specified under RBI guidelines.
15. In case of a refund that is required to be initiated to a User due to non-fulfilment of Product(s)/Service(s), it shall inform Transcorp with respect to the initiation of the refund to the respective User. Such information to Transcorp shall be provided within such timelines as may be prescribed by the RBI in this regard.
16. In case of refund that is initiated if the order is successful but the Product(s)/Service(s) (as may be applicable) are returned by the User, it shall inform Transcorp with respect to the initiation of the refund to the respective User as per its return/refund policy.
17. In case of a complaint(s)/query(ies) including, but not limited to, with respect to a fraud related to a particular transaction and/or relating to the non-fulfilment of Product(s)/Service(s) by the Merchant, it shall provide a response within timelines as may be agreed between the Parties (unless timelines in this regard are prescribed by the RBI/any other regulatory body). In case of any queries that are raised by the User, the Merchant shall ensure that it resolves such queries within D+4 business days (wherein ‘D’ is the date on which the complaint/query is received by the Merchant).
18. It shall reconcile the Settlement Amount(s) received from Transcorp pursuant to this Terms and provide refund to such User(s) to whom the Product(s)/Service(s) have not been fulfilled.
V. MERCHANT AUTHORIZATION TO TRANSCORP
1. Merchant hereby authorizes Transcorp to collect the entire User Payment on behalf of Merchant in the Transcorp Designated Account.
2. The money so collected from the User through QR code, Wallet shall be deposited in the Transcorp Designated Account or as directed by regulators for such payments.
3. Payment to the Merchant of the Settlement Amount shall be made from the Transcorp Designated Account and settled to the Merchant ’s Wallet maintained with Transcorp by the Merchant.
VI. TRANSCORP COVENANTS AND SETTLEMENT OBLIGATIONS
1. Transcorp shall provide the Transcorp Services to the Merchant in accordance with the terms and conditions as mentioned herein.
2. Transcorp shall endeavor to make payments of Settlement Amount(s) when due to the Merchant. The obligations of Transcorp to settle the Settlement Amount(s) due to the Merchant under this clause shall survive the termination of these Terms except in circumstances where the termination is initiated by Transcorp due to defaults in payments, Merchant ’s fraud or breach of Terms by the Merchant.
3. Notwithstanding anything contained in these Terms, except for solutions directly operated by Transcorp, Transcorp does not warrant or represent that:
a. UPI, third party payment gateways and card networks will be provided uninterrupted, or that it will always be free from errors as it is dependent on internet/ connectivity and downtime of banks and payment service providers; and
b. UPI, third party payment gateways and card networks is not susceptible to any virus or other malicious, destructive or corrupting code, program or macro.
4. Notwithstanding anything contained in this Terms, Transcorp reserves the absolute right to withhold whole or any part of the Settlement Amount due to the Merchant in the event that Transcorp, during its risk evaluation process, suspects the Merchant to be engaging/involved in any kind of suspicious, fraudulent or illegal activities or in other circumstances where Transcorp has to withhold the Settlement Amounts in order to comply with an order of a law enforcement agency, regulatory body or under applicable law. Transcorp’s right to withhold the Settlement Amount shall be either till the incident is concluded as per the external agency’s investigation and in favour of the Merchant, or as per Transcorp’s internal norms/rules/policies, as the case may be. Transcorp will endeavour to only withhold such Settlement Amount or wherever possible, such part of the Settlement Amount to which scenarios provided above are applicable.
VII. CHARGEBACK AND REFUNDS
The Merchant irrevocably agrees to Transcorp charging back any Transaction (‘Transaction’ shall mean the payment done by User under Transcorp Services to the Merchant or receipt of payment from the Merchant) or initiating refund of the full Merchant payment without any demur or protest from the Merchant’s current or any future Settlement Amount(s) in the following circumstances:
1. Transactions which are fraudulent, collusive, illegal, misrepresented or otherwise irregular in any manner whatsoever.
2. Transactions in respect of which a User’s complaint to the Merchant or request to the Merchant for an adjustment has not been resolved, i.e. no proof of delivery of Product/Services has been submitted and the User escalates the issue for resolution and Merchant fails to provide a satisfactory resolution within a reasonable time as notified by Transcorp or a regulatory body or judicial / quasi-judicial body;
3. If in respect of any Transaction, Transcorp is intimated, by any issuing institution, NPCI or a bank, of the User requiring a refund of the purchase price/User Payment, Transcorp shall notify the Merchant of the same.
4. Upon notification of a Chargeback request raised by an issuing institution or a request for refund of User payment raised by a User with Transcorp, the Merchant shall have a right to submit the relevant details, proof of delivery, other data and information regarding the relevant Transaction within the stipulated timeline. However, in relation to the above, if any dispute concerned with a request for refund, or repudiation, is decided in favour of the User by an issuing institution/ bank or the Merchant fails to furnish details to contest a User’s /customer’s demand for refund within the timeline stipulated by the relevant institution, the Merchant agrees that Transcorp shall be entitled to deduct the amount of Chargeback or the refund amount settled to the User from the amount due to the Merchant in the next settlement or any future settlement.
5. The Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with type of business; (b) disclose its return or cancellation policy to User(s) at the time of purchase Products or Services. The Merchant shall also cooperate with Transcorp in resolving any issue or concern raised by the User in this regard and escalated to Transcorp for resolution.
6. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. The Merchant understands that if the refund policy prohibits returns or is unsatisfactory to the Merchants, the Merchant may still receive a Chargeback relating to the disputed transaction.
7. It is clarified that the Merchant shall have no claim on Transcorp for its cash back credits to Wallets in case of refund or Chargeback cases.
VIII. CONFIDENTIALITY
The Confidential Information will be safeguarded, and the Parties will take all the necessary action to protect it against any misuse, loss, destruction, alterations, modification or deletions thereof. In the event of a breach or threatened breach by any of the Party of this section, monetary damages may not be any sufficient remedy for unauthorized disclosure of any Confidential Information /materials; therefore, the other Party may, without waiving any other rights or remedies, shall be entitled to injunctive relief or equitable relief as may be deemed proper.
IX. DATA PRIVACY AND INFORMATION SECURITY
Each Party undertakes, covenants and warrants to the other Party that:
1. It shall ensure administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Confidential Information in such a manner that it is not vulnerable to cyber-attacks and/or any other system hacks.
2. It shall comply, with and have adequate measures in place to ensure that it and its staff complies with the provisions and obligations contained in the laws applicable in India including Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and Digital Personal Data Protection Act 2023 as amended from time to time and the Privacy Policy of Transcorp (as available on the website) as amended from time to time.
3. Each Party shall monitor the security practices, control processes and checks in place in respect of the Confidential Information on a regular basis and disclose any breaches immediately without delay, in writing to the other Party and in any case within 24 hours from the occurrence of such breach in such security practices, control processes and checks in place.
X. ANTI-CORRUPTION AND ANTI-BRIBERY
Merchant agrees that its performance under these Terms will be in full compliance with all applicable anti-corruption laws and regulations. Accordingly, Merchant agrees that in connection with its activities under these Terms, neither Merchant nor any agent, Affiliate, employee, or other person acting on its behalf will offer, promise, give, or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.
XI. INDEMNITY
Merchant hereby undertakes and agrees to indemnify at all times and hold Transcorp harmless from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses however arising directly or indirectly as a result of:
1. any breach of Merchant covenants or non-performance by the Merchant or of any of Merchant ’s undertakings, warranties, declarations or obligations under these Terms; or
2. any claim or proceeding brought by the User or any other person against Transcorp, in respect of any goods/services offered by Merchant; or
3. any act, neglect or default of Merchant ’s agents, employees, licensees or Users; or
4. any claim by any other party against Transcorp, arising from sub-clause (1), (2), or (3) above.
5. Merchant shall also fully indemnify and hold harmless Transcorp against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that Merchant ’s Services infringes any intellectual or industrial property rights of that third party.
In the event of Transcorp being entitled to be indemnified pursuant to the provisions of these Terms, Transcorp shall be entitled to accordingly and to such extent debit from the payments due to the Merchant.
XII. TRANSACTION LIMITS
1. Transcorp shall reserve the right to disable, suspend or permanently disallow access to either part or whole of the Transcorp Services if Transcorp observes significantly high volume of disputed transactions, Chargebacks and escalations originating in relation to the transactions originating from the Store.
2. Transcorp, reserves the right to impose limits on the number of purchases and/or the value of purchases which may be made by a User during any time period, and reserves the right to refuse to make payments in respect of payments exceeding such limits with due notice and information to Merchant.
3. Transcorp, also reserves the right to refuse to make payments in respect of Users with a prior history of non-payments, questionable charges and any litigation arisen from similar services provided by Transcorp to the Users before and Transcorp shall notify the Merchant accordingly.
XIII. TERMINATION
1. These Terms shall become effective on the date on which You agree to/execute these Terms and shall remain in full force unless either Party delivers to the other Party a written notice of termination in the manner set out hereinbelow.
2. Either Party may terminate these Terms without assigning any reason by providing a prior written notice of sixty (60) days to the other Party.
3. Notwithstanding anything contained herein, in the event either Party breaches any of the terms and conditions of these Terms and fails to cure such breach within thirty (30) days of intimation by the non-defaulting Party, then the non-defaulting Party shall have a right to terminate these Terms forthwith. Provided that if Transcorp has reasonable ground to believe that the Merchant has breached terms of these Terms either due to defaults in payment of fees and/or other charges/amounts due to Transcorp and/or breach of terms by being any Prohibited Merchant as stated in Schedule I or violation of anti-corruption laws, it shall have right to terminate these Terms forthwith without giving any prior written notice. Upon termination by Transcorp on account of default or delays in payments by the Merchant, Transcorp shall reserve the right to recover all outstanding dues by invoicing the Merchant or by initiating legal action in accordance with the dispute resolution process set out in the Terms.
4. Transcorp may terminate these Terms if the Merchant ’s name appears to be in any sanction list or negative list issued by financial institutions and government authorities, from time to time.
XIV. FORCE MAJEURE
Notwithstanding the provisions of these Terms, neither Party shall be eligible for liquidated damages or termination for default against the non-performing Party, 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.
For the purpose of this clause, “Force Majeure” shall mean, in relation to the Parties, any circumstance beyond the reasonable control of that Party, including without prejudice to the generality of the foregoing, any act of God, war or national emergency, accident, epidemic, pandemic, fire, riot, bandh or strike.
XV. GENERAL PROVISIONS
1. GOVERNING LAW & JURISDICTION – These Terms shall be governed by and construed in accordance with the laws of India and both the Parties hereby submit to the exclusive jurisdiction of the courts of New Delhi to resolve all disputes and differences arising under these Terms.
2. NOTICES – Any notice, request, demand or other communication given or made under or in connection with the matters contemplated by these Terms shall be in writing and shall be delivered personally or sent by email to the contact details and addresses on records.
3. ASSIGNMENT- The Merchant shall not have a right to assign its rights and obligations under these Terms. However, nothing contained herein shall restrict Transcorp from assigning its rights and obligations under these Terms to its Affiliates, associates or group companies.
4. MODIFICATION – Transcorp reserves the right to amend any of the terms of these Terms including the Schedule by intimating such change to the Merchant via email/SMS/push notification or via the dedicated dashboard of Transcorp and shall be legally binding from the date of notification. All modified terms will be made available to the Merchant on the dedicated Merchant dashboard provided by Transcorp. However, Merchant initiated changes to the Terms shall be effective and binding on Transcorp only if the changes are consented to and agreed in writing by Transcorp.
5. RELATIONSHIP – The relationship between the Parties to these Terms shall be on principal-to-principal basis and nothing in these Terms shall be construed or deemed to imply or create any relationship of agency, association, partnership or joint venture or employer-employee relationship between both the Parties.
6. ENTIRE AGREEMENT- These Terms together with all annexures, schedules and attachments hereto shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of these Terms and supersedes any prior agreement or understanding, written or oral, that the Parties may have had.
7. SURVIVAL – Any and all obligations under these Terms which, by their very nature should reasonably survive the termination or expiration of these Terms, will so survive.
8. SEVERABILITY – If any provision of these Terms or the application thereof is or becomes invalid or unenforceable to any extent, the remainder of these Terms and the application of such provision shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of these Terms shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. Each Party hereto shall, in any such event, execute such additional documents as the other Party may reasonably request in order to give valid, legal and enforceable effect to any provision hereof which is determined to be invalid, illegal or unenforceable.
9. AMENDMENT – Transcorp reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to You. It is Your responsibility to review these Terms periodically for updates / changes. Your continued use of Transcorp following the posting of changes will mean that You accept and agree to the revisions including additional terms or removal of portions under these Terms, modifications etc. It is further agreed that in the event any notification/circular is issued by either RBI or any other statutory authority which conflicts with any provision/clause of this Terms, then such notification/circular (or the relevant portions thereof) shall be considered applicable, shall supersede such provision/clause to the extent of such conflict and shall be deemed to be incorporated into this Terms without the need of any further documentation executed between the Parties.
Schedule – I
Prohibited Merchants
The Prohibited Merchants are:
a. Exclusion of Merchant categories that have been banned under the Central or State laws and regulations as may be applicable.
b. Exclusion of Merchant operating such business that is not specifically permitted by the regulator, statutory or any other competent authority.
c. Exclusion of Merchant posing a high brand (or reputational) risk
d. Exclusion of merchant operating in financial products/services that are not regulated.
The Merchant declares & undertakes that it will conduct its business lawfully in connection with Transcorp payment acceptance and use of Transcorp Services. It shall be responsible to conduct its business in accordance with the laws of the land and ensure that all applicable licenses, registrations and permissions necessary for sale of Products and service.