Merchant Agreement Form (MAF) for Cellnext CellPAY Mobile Payment Service

8/14/2019 Merchant Agreement Form (MAF) for Cellnext CellPAY Mobile Payment Service

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Confidential - Cellnext Solutions Ltd 1

Merchant Agreement Form (MAF) for Cellnext cellPAY Mobile Payment Service

This Merchant Agreement Form for Cellnext cellPAY Mobile Payment Service (MAF) is entered into on

this day of2009 (Effective Date), by and between:

CELLNEXT SOLUTIONS LIMITED, a Company incorporated under the Companies Act, 1956 and

having its Registered Office at A 186, Okhla Phase I, New Delhi 110 020 (hereinafter referred to asCellnext, which expression shall, unless it be repugnant to the subject or context thereof, include its

successors and assigns) of the ONE PART; And

LIMITED/PRIVATE LIMITED, a company

incorporated under the Companies Act, 1956 and having its Registered Office at

and place of business at

../ a

firm /an association of persons/ an individual having its place of business at

..

[Strike off whichever is not applicable], (hereinafter referred to as MERCHANT which expression shall,

unless it be repugnant to the subject or context thereof, include its successors and assigns) of the OTHER

PART.

Cellnext and Merchant are hereinafter also referred to as Party or Parties as per the context.

WHEREAS Cellnext is engaged, inter alia, in the business of mobile commerce and has an existingmobile payment platform cellPAY through which customers of Merchant can make payments to the

Merchant using their mobiles for purchasing goods and services offered by Merchant.

AND WHEREAS, Merchant is engaged in the business of

..

and has expressed its willingness to avail the cellPAY mobile payment service of Cellnext, which would

enable its Customers in making payments for Merchant provided goods & services using their mobile

phones using various payment modes.

AND WHEREAS, Cellnext has agreed to provide the said mobile payment service to the Merchantthrough its cellPAY mobile payment Platform, as Agent for collecting the payments from the end

Customers for Merchant provided goods & services, on behalf of the Merchant.

NOW THEREFORE in consideration of the foregoing and the mutual covenants contained herein, theParties hereto hereby agree as follows:

1. Definition:

1.1 MAF or Agreement refers to this document entered into by and between Cellnext andMerchant and all the Schedules/ Annexures/ Appendices if any hereto, and shall be deemed to be

and read as integral part of this Agreement.1.2 MRF shall mean the Merchant Registration Form which describes the DSA details (in case

service activated through Distributor), Merchant details like, name, address, contact/mobile

number, email id & bank details of Merchant, transaction confirmation, Merchant General


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Configuration, product configuration, pricing/charges payable by Merchant, Payment Schedule &Mechanism and start date of service, to be signed by Merchants with Cellnext at the time of itsRegistration for availing the cellPAY mobile payment service of Cellnext. MRF is annexed heretoasAnnexure I, and forms an integral part of this MAF.

1.3 Cellnext Site shall mean the website with the domain name http:// www.cellpay.co.inestablished by Cellnext for the purposes of enabling mobile payments by the Customers.

1.4 CellPAY is a mobile payment platform of Cellnext that enables customers to make payments

using their mobile phones using various payment modes such as credit card, debit card, directbank transfer. The Customers can make payment via SMS also using various payment modes.

1.5 Without limiting the generality of Clause 9 Confidential Information in relation to aCustomer shall include the information relating to Customers Credit Card and PIN, or that of theCard Number, Card Expiry date, Bank Account information, Customer Name (including address,

e-mail, address, telephone numbers, and data regarding bank accounts or financial instruments),Transaction amount and other customer details, etc. of whatsoever nature used by the customers

during payment transaction through cellPAY.1.6 Customermeans any person holding a Valid Credit Card/Debit Card/Mobile Banking Account

and who desires to purchase Goods & Services from the Merchant and makes payment for the

same using his/her mobile phone for making payment through Cellnext Platform cellPAY usinga Valid Payment Mode.

1.7 Distributorshall mean any person being an individual, a firm, an association of persons or abody corporate, which is registered & authorized by Cellnext to promote and market the cellPAYService of Cellnext to the Retailers/Customers.

1.8 Payment Facility Provider(s) shall mean and include the mobile payment FacilityProvider(s) like the Acquiring Banks who have provided the Payment Gateway facility to Cellnextand such other payment facility providers, by whatever name called as may be appointed byCellnext, from time to time, for effective provisioning of the mobile payment facility by Cellnext tothe Merchant Customers.

1.9 Issuing Bank in respect of a Customer, means the bank which has issued the Valid Credit

Card to the Customer or facilitated the Customer with the Mobile Banking Services with whichCustomer makes the payment for the goods / Services.

1.10 Merchantshall mean any person being an individual, a firm, an association of persons or a

body corporate, having a physical presence and location, who wants to avail of the cellPAY

services of Cellnext in order to facilitate receipt of payment from its own end customers for goods& services only through mobile phone.

1.11 Order means an order for the purchase of goods and/or services placed by the Customerthrough cellPAY Mobile Payment Platform.

1.12 Payments through cellPAY include, but not limited to, payments by customers using creditcard/debit card/direct bank debit for the following purposes:a) Pre-paid mobile re-charge, b) Post-paid mobile payment, c) Landline bill payment, d)Electricity bill payment, e) DTH re-charge, f) Movies ticketing, g) Airlines/Railways ticketing, h)Events ticketing such as sports, music, family, amusement, etc, i) Insurance premium payments,j) Retail shops, k) Online portals, l) Tours and travels m) Home delivery of food, music, books,etc, n) Monthly subscriptions of gym, magazine, newspaper, cable, etc , o) Restaurants, petrolpumps, p) Other services as may be mutually agreed upon.

1.13 Payment Modesas referred to in this Agreement shall include payment made by Customers

through cellPAY Mobile Payment Platform using one or more of the following modes of payment:a) Credit Card, b) debit card, c) Bank Account and d) Any other modes of payment as may bemade applicable by Cellnext from time to time.

1.14 Retailer shall mean any person being an individual, a firm, an association of persons or abody corporate, who is registered with Cellnext through any authorized Distributor to distribute,

promote and market the cellPAY service of Cellnext to the end Customers.1.15 Goods and/or Services, means any product/merchandise/goods and/or services that the

Merchant offers to provide, and that is availed of by its Customers, the payment for which is to

be made by the Customers using various payment modes, but does not include the CellnextcellPAY mobile payment services as defined in Clause 1.16;


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1.16 Service means the cellPAY mobile payment service offered by Cellnext under this MAF butdoes not include the services, wherever the context implies, that the Merchant offers to provideand is availed of by the end Customer.

1.17 Sign-up fee or Sign-up chargesrefers to the fee payable by the Merchant to Cellnext atthe time of registration with Cellnext for the cellPAY Service, being the one time amount forintegration with cellPAY Platform.

1.18 Transaction means every order that results in the Delivery by the Merchant to the Customer

of the goods and/or services in respect of which the Order was placed.1.19 Transaction Charges relates to the amount payable by the Merchant to Cellnext, when its

end customers use the cellPAY mobile payment platform for making payments to the Merchant.Such transaction charges will also include payments made to the Banks payment Gateway.

1.20 Valid Credit Card means a valid Visa or a MasterCard credit card or any other credit card, for

which the mobile payment acceptance facility is provided by Cellnext.

2. Scope2.1 Merchant will use the Services of Cellnext cellPAY mobile payment platform whereby customers

of Merchant will be able to make payments to the merchant using various payment modes usingtheir mobile phones under this Agreement.

3. Rights & Obligations of Merchant

3.1 In consideration of Cellnext performing the cellPAY mobile payment Services as mentionedabove, Merchant hereby declares, assures, undertakes and covenants as under:

a) Merchant will take suitable steps to integrate with cellPAY so that customers could makepayments to the Merchant through their mobile phones using cellPAY and/or transfer the controlto Cellnext IVR server for Customer to enter payment details over IVR;

b) Merchant will promote the service through promotion, marketing & communicationthrough a proper medium so that customers can use cellPAY mobile payment platform to makepayments to the Merchant;

c) Merchant will be solely responsible for dealings with its customers. Cellnext will not beliable to Merchant or Merchants customers for any liability arising out of defect in the

product/merchandise/goods or services of the Merchant availed through the use of cellPAYmobile payment platform;

d) Merchant will help define and implement the payment mechanism and smooth flow offunds;

e) As integration between cellPAY and Merchant system is required, Merchant will providethe required API for integration. Merchant will do the necessary customization in the system to

enable integration, if required, and provide all the help necessary to complete integration,including development and testing, as per the agreed timelines or otherwise agreed asmentioned elsewhere in the agreement;

f) Merchant shall duly fulfill all Customer Orders in accordance with the instructions of theCustomer. Merchant will not acknowledge an order as "Delivered" until after the order iscompleted/executed;

g) Merchant shall prior to accepting any instructions from the Customer ensure thatappropriate agreements have been executed with the Customer or acknowledgement(s) hasbeen received by the Customer in accordance with the requirements of applicable law andregulations;

h) Merchant shall carry out all verifications for the Customer as may be required on anindependent basis. Merchant is aware that Cellnext and its payment Facility Providers are notguaranteeing any transactions with the Customers in any manner whatsoever. Merchant assures


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that the Customers will place the orders themselves and agree not to place orders on behalf ofcustomers;

i) Cellnext and its payment Facility Providers shall not be a party to the Agreementbetween the Customers and Merchant in any manner whatsoever;

j) Notwithstanding the aforesaid, Merchant assures and guarantees to Cellnext & the

payment Facility Providers the due performance of all Customer Orders for which the paymenthas been transferred through the Payment Mechanism;

k) In the event of any Customer complaining of any deficiency in Service, Merchant shalltake such measures as may be required to rectify the same;

l) Merchant shall ensure that the best service standards in the industry are adopted andshall ensure delivery of all goods and services purchased for Customers in accordance with thehighest standards;

m) Merchant shall ensure that all licenses and registrations required by Merchant are in fullforce and effect to enable Merchant to carry on the business of sale of goods and services.Merchant assures and guarantees to Cellnext that Merchant shall comply with all rules, byelaws

and standards set by the statutory bodies;

n) Merchant assures and guarantees that Merchants shall not sell or deal with any of the

following goods & services through the cellPAY:

i) any goods and services which includes pornography, ii) Alcohol and Drugs & drugparaphernalia, iii) Counterfeit and unauthorized goods, iv) Gaming/gambling, v) Hackingand cracking materials, vi) Tobacco and cigarettes, vii) Weapons which includesfirearms, ammunition, knives, brass knuckles, gun parts, and other armaments, viii)Any goods or service which is not in compliance with the applicable laws and regulationswhether federal, state, local or international including the laws of India or which is

prohibited by any judicial authorities;

o) The Merchant further confirms, undertakes and assures Cellnext that in the event of

violation of any of the byelaws and standards of Statutory Bodies by Merchant AND any penaltyimposed by the said statutory bodies or banks on Cellnext for any violation by Merchant,Merchant shall on receipt of the claim from Cellnext undertakes forthwith without any demur,protest, dispute or delay, to pay to Cellnext, the amount of the penalty / fine imposed by the saidstatutory bodies or banks;

p) Merchant shall ensure confidentiality of all information submitted by the Customers viacellPAY. Merchant shall ensure that there are proper encryption and security measures to prevent

any hacking into the information of Merchants customers and other data;

q) Merchant shall ensure that it is acting in compliance with and shall at all time act incompliance with all laws, rules and regulations and shall at all times comply with the guidelinesset by Visa/Master Card/Cellnext/ Banks and payment Facility Providers;

r) Merchant hereby grants to Cellnext and the payment Facility providers, a non-exclusive,royalty-free, limited license to use, display and reproduce the trademarks, service marks andlogos of Merchant solely in connection with the marketing of cellPAY facilities and services to thepublic. Merchant shall prominently display, on its marketing materials, a statement/logo/image ofcellPAY provided by Cellnext.

s) Cellnext shall be entitled to prohibit the display of any material on the Merchant System/marketing materials if the act or manner of such display is contrary to any applicable law,regulation, government policy, order or guideline including all applicable foreign laws and


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regulations or which is detrimental or harmful to the interest of Cellnext or payment facilityproviders.

t) Merchant shall bear and be responsible for the payment of all relevant taxes (includingany applicable withholding taxes) due upon the services related to the Customer Orders receivedthrough cellPAY Platform.

u) Merchant shall not describe itself as agent or representative of Cellnext or paymentFacility Providers/ Banks. Merchant shall not make any representations to Customer or any thirdparty or to give any warranties, which may require Cellnext to undertake to or be liable for,whether directly, or indirectly, any obligation and/or responsibility to Customer or any third party.

v) Merchant shall use Cellnexts services and other facilities offered on cellPAY only forMerchants provided goods and/or services as mentioned herein this agreement and not for any

other purpose unless agreed otherwise by both the parties.

w) In case the Merchant is unable to deliver any part of the Customers Order within 12

calendar days from the date on which the order was placed the Merchant shall cancel the orderand the customer shall be refunded. In such an event amount paid by the Customers will berefunded back to the Customers by Merchant. In case amount is not refunded by the Merchant,

Cellnext shall be entitled to set off and deduct such amount from any payment due to Merchantas per MRF.

4. Rights & Obligations of Cellnext

Cellnext agrees to provide the service under this Agreement and to integrate with Merchant sothat customers of Merchant can make payments to Merchant using cellPAY Platform. Cellnextagrees:

a) To run cellPAY platform, and integrate the same with merchants, banks, distributors,

etc;b) To define and implement a payment mechanism and process between merchant and

Cellnext as perAnnexure - II;c) To co-ordinate, supervise and decide upon all activities relating to the cellPAY service;

d) Cellnext shall ensure confidentiality of all information submitted by the Customers viacellPAY. Cellnext shall ensure that there are proper encryption and security measures to preventany hacking of the information of the customers and other confidential data;e) Cellnext shall ensure that necessary licenses and registrations, if any, required byCellnext are in full force and effect to enable Cellnext to carry on the business of mobile paymentservices. Cellnext assures and guarantees to Merchant that Cellnext shall comply with the

provisions of all enactments, rules, byelaws and standards set by the statutory bodies;f) Cellnext shall ensure that it is acting in compliance with and shall at all time act in

compliance with all laws, rules and regulations and shall at all times comply with the guidelinesset by Visa/Master Card/RBI/ Banks and payment Facility Providers;g) Cellnext reserves the right to impose limits on the number of transactions undertaken

using a particular valid credit card and the value of a single Transaction during any time period,

and reserves the right to refuse to make payments in respect of transactions exceeding suchlimit.

h) Cellnexthas the right to cancel/reject a transaction or payment in respect of any order,which purport to be a suspected fraud and therefore such transaction cannot be authorised byCellnext/payment facility providers. In such a case Cellnext can refund payment on the saidtransaction.i) Where Cellnext is entitled to reject/ cancel transaction or payments in respect of an orderor demand a refund, it may:

i) deduct the relevant amount from the transaction value of goods and/or servicesordered by the Customers and/or payments to be made in respect of subsequenttransaction value of goods and/or services until Cellnext has been refunded in full;


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ii) demand payment of the relevant amount from the Merchant.

5. Term & Termination

5.1 This MAF shall take effect on the day of its execution first mentioned hereinabove and shall bevalid unless terminated by either party by giving 60 days advance written notice of its intension toterminate the Agreement.

5.2 In addition to any other termination rights granted by this Agreement, Cellnext may terminate this Agreement immediately without liability and without any notice, if (i) Cellnext is notified orotherwise determines in good faith that Merchant is using the cellPAY service in furtherance of anyactivity which violates any law, rule, or regulation or policy of Cellnext or (ii) it is notified by Visa/Mastercard/ acquiring bank that the number and quantum of charge back requests received inrelation to cellPAY is beyond the limits considered acceptable for provision of the cellPAY Mobilepayment service (iii) Cellnext, or its directors, officers, stockholders, employees or agents aremade the subject of a criminal or civil or civil action or investigation or are threatened by suchaction as a consequence of use of the facility by the Merchant.

6. Fees & Payments

6.1 Merchant shall pay to Cellnext transaction charges and payment gateway charges at the rates

specified inAnnexure I (MRF) to this MAF.6.2 Merchant shall also pay Sign-up fee/charges, if any, as specified in MRF and Annual Maintenance

Charges (AMC) as specified in MRF on signing of this MAF.6.3 Taxes, if any, would be payable extra by Merchants in addition to above charges;6.4 Cellnext reserves the right to modify the above charges and payment terms from time to time, at

its sole discretion and will intimate Merchants about the same one week before such modification;6.5 The amount collected from the Customers after deducting Cellnext charges specified in Clause 6.1

above would be credited to the Merchant Bank account provided by Merchant in the MRF. In casesomeone representing the Merchant subsequently claims that the above payments be credited tosome other account than the account number mentioned in MRF, Cellnext will not be further

obliged to pay the said amount. Merchant itself will be liable for such claim and Cellnext will not beliable for any such claim or further cost in future.

6.6 Merchant will incur its own cost for marketing, promotions of cellPAY to its users. All costs

associated with the Merchant to discharge its obligations under this Agreement shall be borne bythe Merchant only.

7. Indemnification & Limitation of Liability7.1 Merchant shall indemnify and keep Cellnext indemnified against any action, liability, cost, claim,

loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by

Cellnext or in any way arising from :-a) any breach by Merchant of any of its obligations, representations or warranties under this

Agreement;b) any matter relating to the Services hereunder or the performance of its obligations

hereunder, or in any way arising out of the any third party claims, any claims arising from

any act alleged to be illegal, claims for defamation, infringement of intellectual propertyrights, damage to computer database, loss of data or distribution of illegal or obscene oroffensive material;

c) any penalty imposed by Visa/ Mastercard/ acquiring bank on Cellnext / payment facilityproviders consequent to the fact that the number and quantum of charge back requestsreceived in relation to cellPAY is beyond the limits considered acceptable for provision of thecellPAY Mobile payment service;

d) violation of any laws or regulation of any governmental, regulatory or judicial authorityarising from the performance of the Merchant under this Agreement;

e) the gross negligence or willful misconduct of the Merchant or its employees or agents inconnection with this Agreement.

7.2 Without prejudice to any remedies available to Cellnext, Cellnext shall be under no liabilitywhatsoever to the Customer in respect of any loss or damage arising directly or indirectly out of:


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a) any defect in any goods or services supplied; b) the refusal of Merchant to honour or accept aMobile Payment; c) the malfunction of any computer terminal or equipment; d) the giving ofTransaction Instruction by any person other than by a Customer; e) handing over of the Mobileby the Customer to third party; f) any injury to the credit character and reputation of theCustomer alleged to have been caused by the repossession of the Mobile and/or, any request forits return or the refusal of any Merchant to honour or accept the Mobile Payment; g) any mis-statement, misrepresentation, error or omission in any details disclosed by Cellnext;

7.3 Merchant shall indemnify and keep Cellnext indemnified against any action, liability, cost, claim,loss, damage, proceedings, expense (including legal costs on attorneys) suffered or incurred by

Cellnext for any action taken by customer against Cellnext.

8. Compliance with the Policies & Procedures

Merchant agrees and undertakes that :

a) The use of Credit Card implies that the Policies of Visa, Master Card etc has to befollowed by all concerned parties. Merchant understands, acknowledges and agrees that by initialand continued use of the services provided by Cellnext on cellPAY Platform, thatMerchant/Customers agree to, and is bound by the Charge-Back Policy of Banks/Cellnext.b) Cellnext may revise policies, agreements and notices at any time without notice andthat Merchant/Customers shall be bound by the policies, agreements and notices as postedon the cellPAY platform. A detailed chargeback policy is annexed hereto as Annexure - III thatwill be applicable for any chargeback under this Agreement.c) In respect of disputes, related to quality and/or delivery/non-delivery of the goods

and services by merchants, Cellnext will not be held responsible for charge back. Cellnext makesno warranty concerning Merchant provided goods or services and it is agreed that any recoursefor dissatisfaction or problems with those goods or services will be sought from the Merchant.

d) Cancellation of the transactions on the cellPAY platform (order) depends on theMerchants Cancellation/Refund Policy. Cellnext may or may not provide the interface forcancellation of order processed. In case the interface is provided, the Customers may opt forcancellation through the interface provided.. The cancellation may be processed directly by theMerchant or by Cellnext, and this could vary from merchant to merchant as defined by respective

merchants Cancellation/Refund Policy.

e) Unless otherwise provided by Merchant, all transactions made on cellPAY platformare final and no returns of the same are allowed. Once the Users have done transactionsthrough cellPAY Platform, they are considered final and it will be deemed that the Customershave utilized the services. Further, no chargeback under this sub-clause will be allowed in such acase.f) In case Cellnext receive a cancellation/refund request under this policy, Cellnext willnotify the Merchant to give an opportunity to resolve the dispute and the decision of theconcerned Merchant and Cellnext shall be final.

9. Confidentiality

9.1 Under this Agreement, both the parties may have access to information that is confidential innature ("Confidential Information"). Confidential Information shall include, but is not limitedto:

i) All information which is not in public domain at the time of disclosure to the other Party; ii)Cellnext software, products including all source and object code and documentation related tosuch software; iii) Information relating to the disclosing party's software or hardware products,API data files, specifications, data bases, networks, system design, file layouts, tool combinationsand development methods as well as information relating to the disclosing party's business orfinancial affairs, which may include business methods, marketing strategies, pricing, competitorinformation, product development strategies and methods, customer lists and financial results;and iv) All tangible material which contains Confidential Information, whether written or printeddocuments, computer disks or tapes, whether user or machine-readable. However, a party'sConfidential Information shall not include any information which: a) Becomes part of the publicdomain through no act or omission of the other party; b) Is lawfully acquired by the other party


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from a third party without any breach of confidentiality; c) Is disclosed by a party to a third partywithout any obligation of confidentiality; d) Is independently developed by the receiving party; ore) Is approved for release by prior written authorization of the disclosing party.

9.2 The parties agree to maintain the confidentiality of the Confidential Information and to protect asa trade secret all portions of the other party's Confidential Information by preventing anyunauthorized copying, use, distribution, installation or transfer of possession of such information.Dissemination of Confidential Information by each party shall be limited to those employees withthe need to such access for the advancement of the goals anticipated under this Agreement. Eachparty agrees to maintain at least the same procedures regarding Confidential Information that itmaintains with respect to its own Confidential Information. Without limiting the generality of theforegoing, neither party shall permit any of its personnel to remove any proprietary or otherlegend or restrictive notice contained or included in any material provided by the other party andboth parties shall not permit its personnel to reproduce or copy any such material except asexpressly authorized hereunder.

10. Miscellaneous10.1 Cellnexts relationship with Merchant will be that of an independent contractor and that of an

agent for collection & receipt of mobile payments from customers on behalf of Merchant, andnothing in this Agreement shall be construed to create a partnership, joint venture, or employer-

employee relationship between the parties hereto or between Cellnext and Merchants employees.Merchant shall have no right to obligate or bind Cellnext in any manner. The employees of theMerchant shall not have any claim/right/benefits whatsoever against Cellnext.

10.2 Notwithstanding any other provision of this Agreement, Merchant shall have no right to use any ofCellnexts trademarks, service marks, or trade names in connection with any products, services,

and/or promotion without the prior written consent of Cellnext.10.3 The Agreement shall be assigned by Cellnext whether voluntarily or involuntarily or by operation of

law, in whole or in part, to any party after discussions with Merchant hereto.

10.4 The terms and conditions and specifications of the Services under this Agreement including butnot limited to the pricing & payment terms of this Agreement may be amended, altered and/or,modified by Cellnext at its option. Such amendment to or alteration or modification of the Agreement shall be in writing and signed by the senior designated authorised signatory of

Cellnext.10.5 All waivers hereunder must be made in writing, and failure at any time to require the other party's

performance of any obligation under this Agreement shall not affect the right subsequently torequire performance of that obligation. The waiver by either party of a breach of any provisionherein will not be taken or held by the other party to be a waiver or any other terms of thisAgreement or of the Agreement in its entirety. Nor shall any waiver of any incident of breach ordefault constitute a continuing waiver of the same.

10.6 In the event that any or any part of the terms, conditions or provisions contained in the Agreement shall be determined invalid, unlawful or unenforceable to any extent such term,condition or provision shall be severed from the remaining terms, conditions and provisions that

shall continue to be valid and enforceable to the fullest extent permitted by law.10.7 Both the parties shall not be under any liability to each other or to any other party in any way

whatsoever for the destruction, damage, delay or any other matters of the nature whatsoever

regarding force majeure events.10.8 Any and all notices required or permitted by this Agreement shall be in writing and shall be

deemed delivered when personally delivered to the party to whom it is addressed, or in lieu ofsuch personal service, if sent by registered post or courier on completion of forty eight (48) hoursafter deposit, postage prepaid, addressed to such party at the appropriate address set forth below

the signature block of this Agreement. Either party may change its address for the purpose of thisparagraph by giving written notice of such change to the other.

10.9 Merchant agrees that during the life of this Agreement, it will not compete with Cellnext in thebusiness areas of Cellnext. Merchant also agrees not to enter into any contract for similarassignments / Agreements as per this Agreement for the Benefit of competitors of Cellnext.


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10.10 Cellnext processes mobile payment transactions through cellPAY mobile payment platform onbehalf of Merchants. Cellnext is not a bank, non-banking financial company or other depositoryinstitution. Funds held by Cellnext or its service providers (including any bank service providers) inconnection with the processing of Payment Transactions through cellPAY are not depositobligations of Customer/End User/Buyer and are not insured for the benefit of Customer/EndUser/Buyer by any governmental agency.

10.11 This document alongwith MRF & Annexures attached hereto constitutes the entire Agreement of

the parties and expressly supersedes any oral or written Agreements, negotiations, promises orrepresentations between the parties up to and including the date of execution.

10.12 Any dispute arising under this Agreement shall be submitted to arbitration at the discretion ofCellnext by appointing a sole Arbitrator. The decision of the Arbitrator so appointed shall be final.The venue of arbitration shall be at New Delhi.

10.13 All transactions through cellPAY are subject to Indian Laws. This Agreement and its validity,interpretation and performance will take effect and be governed under the laws of India. Venue in

any action in law or equity arising from the terms and conditions of this Agreement shall be thecourt of appropriate jurisdiction in New Delhi (India).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date firstwritten herein above.

For Cellnext Solutions Limited For Merchant

____________________________

[Full Name of Merchant with stamp]

___________________________ ___________________________

By: By:

Name: Name:

Title: Title:

Witnesses:

1. 1.

2. 2.


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(cellPAY - Direct and DSA)

Mobile #

Designation of the contact person FAX #

Telephone Email

Website

Address

City State Postal code

PAN/TAN no

Mobile #

Designation of the contact person FAX #

Telephone Email

Website

Bank details

Bank a/c no A/c name

A/C type Bank name

Branch IFSC code (NEFT) Swift code no

IFSC code (RTGS) Bank Transit No.

Transaction confirmation

Via SMS

Via Email

Payment initiation by merchant

Merchant IVR prompt

SMS Format

Telephone no

Enter mobile no(s)

Main LOBs/objective

Enter Mobile No

Enter Email address

Merchant short name Product short name Amount Payment mode Reference Id

[10] Contd ...

Merchant short name

MERCHANT DETAILS

DATE OF MRF

CHANNEL ORDER (DSA)

Description of products/services

Name of the contact person

Merchant General Configuration

ROC Registration No/CIN

Executive Name:

Name of the Merchant

MRF TRACKER #

Name of the contact person

Name of the DSA

DSA DETAILS

DIRECT ORDER

Address of the Registered Office/ Place of Business

Names of directors/proprietor

Branch address

Annexure I

Merchant Registration Form (MRF) for Cellnext cellPAY Mobile Payment Service

Service tax registration no


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Merchant Financial Configuration

Signup chgs AMC charges Start date

Cheque No Amount Cheque date Bank/branch

Product Product IVR

Denomination configuration

Absolute %age Combo

Absolute %age Combo

Absolute %age Combo

Absolute %age Combo

Weekly of every week(s)

Monthly of every month(s)

Name:

Designation:

[10A]

Annexure I - MRF

3. The above information is being provided to Cellnext without imposing any liability on the part of Cellnext or its officers. The

Merchant will be solely liable for any loss or damage, whether financial or otherwise, suffered by Cellnext or any third party as a result of

use of above information by Cellnext.

4. The amount payable to Merchant will be credited by Cellnext as per the Bank account information provided above. In case someone

representing the Merchant subsequently claims that the above payments be credited to some other account than the account number

mentioned above, Cellnext will not be further obliged to pay the said amount.

1. Transaction shall mean every order that results in the Delivery by the Merchant to the Customer of the Product(s) / Services in

respect of which the Order was placed. Cellnext Transaction Charges referred to herein above, relates to the amount payable by the

Merchant to Cellnext, when its end customers use the cellPAY mobile payment platform for making payments to the Merchant. Such

transaction charges will also include payments made to the Banks payment Gateway. Taxes would be payable extra by Merchants in

addition to above charges. Cellnext reserves the right to modify the above charges from time to time.

5. UNDERTAKING: I/We have read and fully understood the terms and conditions mentioned in the Merchant Agreement Form (MAF)

and unconditionally accept them as binding on me/us. I/We further declare and undertake that above information provided by me/us is

true and correct in all respect. It is certified that the person signing this Application / Agreement has full authority to do so and thereby

binds the Merchant to the terms of the "Merchant Agreement Form".

days of transaction

CELLNEXT ACCEPTANCE

Signature:

Settlement after

2. This Merchant Registration Form ("MRF") shall form part of the Merchant Agreement Form (MAF ) and unless otherwise expressly

stated herein, all terms and conditions of the MAF shall apply to this MRF. The terms not defined in this MRF shall have the same

meaning as assigned to them in the MAF.

Main product, if any

Cellnext transaction charges from merchant

Amount

PAYMENT SCHEDULE PAYMENT MECHANISM

Service tax exclusive

Service tax exclusive

ORDER DETAILS

Fixed monthly charges

Minimum amount payable (Rs) per schd

Netbanking Cheque

Special offer/discount to customer

Integration reqd

Convenience charge from customer

Product short name

Integration charges

Product configuration

For the purpose of MRF as above:

Special instructions

SIGNATURES OF MERCHANT WITH STAMP

Development charges

Payment gateway transaction charges from merchant

DSA SIGNATURE FOR CHANNEL ORDER


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ANNEXURE II

PAYMENT COLLECTION PROCESS & PAYMENT MECHANISM

Cellnext cellPAY Platform is connected to the Bank Payment Gateways for receipt / collection of

payments from end customers on behalf of the Merchant via credit card/ net banking/ debit card.

Such funds collected on behalf of Merchant is kept in an Escrow Account maintained separately byCellnext with the Bank and amount so collected is transferred to the Merchant Bank Accountelectronically via direct bank transfer, within the time frame agreed with the Merchant.


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ANNEXURE III

CHARGEBACK POLICY

Merchant agrees that payment made in respect of any Order, which proves to be uncollectible from theCustomer and/or in respect of which the Issuing Bank raises a claim on any of Cellnext or the Facility

Providers, shall be the financial responsibility of Merchant. Merchant agrees to the non-payment of suchOrder or the charging back of such uncollectible charge as the case may be without any demur orprotest, dispute or delay. The Merchants further agrees, confirms, undertakes and guarantees that thenon-payment of such order or the charging back of such uncollectible charge as the case may be, shallbe the personal responsibility / liability of all the promoters and directors of Merchant in their individualcapacity.

Without prejudice to the provisions of the aforesaid, the following payments shall be deemed to beuncollectible:

a) Any payments involving the alleged forgery of the Customers Confidential Information of whatsoever

nature. In such an event, Cellnext and the facility providers shall not be required to check the veracity ofany alleged fraud and shall be entitled to rely upon the allegation made by the Customer; b) Anypayment which the Customer refuses to honour or demands a refund of because the goods/servicespurchased from the Merchant was not as promised or was defective, deficient, incomplete and /orunsatisfactory for any reason whatsoever; c) Any charge/debit which is a suspect charge; d) Anycharge/debit made on a card other than a Valid Card; e) Any charge/debit for merchandise or services in

an amount in excess of the Price; f) Any charge/debit for undelivered merchandise or services; g) Anycharge / debit arising out of any alleged hacking, breach of security or encryption (if any) that may beutilised by Cellnext and the facility providers from time to time.

Merchant hereby authorises Cellnext to appropriate Merchants current balance amounts with Cellnext to

the extent of the aforesaid uncollectible amounts and any other moneys due to Cellnext by Merchant interms of this Agreement in respect of a Customer Charge. If there is insufficient funds available therein,Merchant shall on receipt of the e-mail from Cellnext and/ or claim from Cellnext undertakes forthwith topay to Cellnext, the amount of the dispute / refund to the extent to which such funds proves inadequate.

Cellnext reserves the right to demand and recover Reserve/Security Deposits, of such amount and withinsuch period as it may deem fit and appropriate, from Merchants as security for the obligations ofMerchant arising in terms of the Chargeback. In case security/reserve deposit is not provided byMerchants in time, Cellnext reserves the right to terminate the MAF and cancel Merchant registrationforthwith, without any further cost or liability on the part of Cellnext. Without prejudice to any other of

Cellnext rights and remedies, in the event that the Merchant does not make any payment to Cellnext byits due date or on demand as required under this Agreement, Cellnext shall be entitled to charge dailyinterest on such overdue amount from the due date of demand (as the case may be) until the date ofpayment in full, at the rate of 2.5% per month.

Documents

Merchant Agreement Form (MAF) for Cellnext CellPAY Mobile Payment Service