Merchant Agreement Form

8/14/2019 Merchant Agreement Form

1/24

Merchant Agreement Form (MAF) for Cellnext cellPAY Mobile PaymentService

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

this day of 2009 (Effective Date), by and between:

CELLNEXT SOLUTIONS LIMITED, a Company incorporated under the CompaniesAct, 1956 and having its Registered Office at A 186, Okhla Phase I, New Delhi 110 020 (hereinafter referred to as Cellnext, which expression shall, unless itbe repugnant to the subject or context thereof, include its successors andassigns) of the ONE PART; And

LIMITED/PRIVATE LIMITED, acompany

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 whichexpression 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 perthe context.

WHEREAS Cellnext is engaged, inter alia, in the business of mobile commerce and hasan existing mobile payment platform cellPAY through which customers of Merchantcan make payments to the Merchant using their mobiles for purchasing goods andservices 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 usingtheir mobile

phones using various payment modes.

AND WHEREAS, Cellnext has agreed to provide the said mobile payment service tothe Merchant through its cellPAY mobile payment Platform, as Agent forcollecting 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


2/24

contained herein, the Parties hereto hereby agree as follows:

1. Definition:

1.1 MAF or Agreement refers to this document entered into by andbetween Cellnext and Merchant and all the Schedules/ Annexures/ Appendices if any hereto, and shall be deemed to be and read as integral part of thisAgreement.

1.2 MRF shall mean the Merchant Registration Form which describes the DSAdetails (in case service activated through Distributor), Merchant details like, name,address, contact/mobile number, email id & bank details of Merchant, transactionconfirmation, Merchant General

Confidential - Cellnext Solutions Ltd 1


3/24

Configuration, product configuration, pricing/charges payable by Merchant,Payment Schedule & Mechanism and start date of service, to be signed byMerchants with Cellnext at the time of its Registration for availing the cellPAY mobile payment service of Cellnext. MRF is annexed hereto as Annexure I, andforms an integral part of this MAF.

1.3 Cellnext Site shall mean the website with the domain name http://www.cellpay.co.in established 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, direct bank transfer. The Customers can make payment via SMS also usingvarious payment modes.

1.5 Without limiting the generality of Clause 9 Confidential Information inrelation to a Customer shall include the information relating to Customers Credit Cardand PIN, or that of the Card Number, Card Expiry date, Bank Account information,Customer Name (including address, e-mail, address, telephone numbers, and dataregarding bank accounts or financial instruments), Transaction amount and othercustomer details, etc. of whatsoever nature used by the customers during paymenttransaction through cellPAY.

1.6 Customer means any person holding a Valid Credit Card/Debit

Card/Mobile Banking Account and who desires to purchase Goods & Services fromthe Merchant and makes payment for the same using his/her mobile phone formaking payment through Cellnext Platform cellPAY using a Valid PaymentMode.

1.7 Distributor shall mean any person being an individual, a firm, anassociation of persons or a body corporate, which is registered & authorized byCellnext to promote and market the cellPAY Service of Cellnext to theRetailers/Customers.

1.8 Payment Facility Provider(s) shall mean and include the mobile paymentFacility Provider(s) like the Acquiring Banks who have provided the PaymentGateway facility to Cellnext and such other payment facility providers, bywhatever name called as may be appointed by Cellnext, from time to time, foreffective provisioning of the mobile payment facility by Cellnext to the MerchantCustomers.

1.9 Issuing Bank in respect of a Customer, means the bank which has issuedthe Valid Credit Card to the Customer or facilitated the Customer with the MobileBanking Services with which Customer makes the payment for the goods /Services.

1.10 Merchant shall mean any person being an individual, a firm, anassociation of persons or a body corporate, having a physical presence andlocation, who wants to avail of the cellPAY services of Cellnext in order tofacilitate receipt of payment from its own end customers for goods & servicesonly through mobile phone.

1.11 Order means an order for the purchase of goods and/or services placedby the Customer through cellPAY Mobile Payment Platform.

1.12 Payments through cellPAY include, but not limited to, payments bycustomers using credit card/debit card/direct bank debit for the followingpurposes:

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) Monthlysubscriptions of gym, magazine, newspaper, cable, etc , o) Restaurants, petrolpumps, p) Other services as may be mutually agreed upon.

1.13 Payment Modes as referred to in this Agreement shall include payment madeby Customers through cellPAY Mobile Payment Platform using one or more of thefollowing modes of payment: a) Credit Card, b) debit card, c) Bank Account and d) Anyother modes of payment as may be made applicable by Cellnext from time to time.

1.14 Retailer shall mean any person being an individual, a firm, an association of persons or a body corporate, who is registered with Cellnext through any authorizedDistributor to distribute, promote and market the cellPAY service of Cellnext to the


4/24

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 Cellnext cellPAY mobile payment services as defined inClause 1.16;



5/24

1.16 Service means the cellPAY mobile payment service offered by Cellnextunder this MAF but does not include the services, wherever the context implies,that the Merchant offers to provide and is availed of by the end Customer.

1.17 Sign-up fee or Sign-up charges refers to the fee payable by theMerchant to Cellnext at the time of registration with Cellnext for the cellPAY Service, being the one time amount for integration with cellPAY Platform.

1.18 Transaction means every order that results in the Delivery by theMerchant to the Customer of the goods and/or services in respect of which theOrder 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 tothe Merchant. Such transaction charges will also include payments made to the Bankspayment Gateway.

1.20 Valid Credit Card means a valid Visa or a MasterCard credit card or anyother credit card, for which the mobile payment acceptance facility is provided byCellnext.2. Scope

2.1Merchant w ill use the Services of Cellnext cellPAY m obile payment platform wherebycustomersof Merchant will be able to make paym ents to the merchant using various paymentmodes usingtheir mobile phones under this Agreement.

3. Rights & Obligations of Merchant3.1 In consideration of Cellnext performing the cellPAY mobile payment Services as

mentioned above, Merchant hereby declares, assures, undertakes and covenants as under:3.2

a) Merchant will take suitable steps to integrate with cellPAY so that customerscould make payments to the Merchant through their mobile phones using cellPAY and/or transfer the control to Cellnext IVR server for Customer to enter paymentdetails over IVR;

b) Merchant will promote the service through promotion, but he will notlaible/bound for marketing & communication through a proper medium. sothat 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 be liable to Merchant or Merchants customers for anyliability arising out of defect in the product/merchandise/goods or servicesof the Merchant availed through the use of cellPAY mobile paymentplatform;

d) Merchant will help define and implement the payment mechanism andsmooth flow of

funds;

e) As integration between cellPAY and Merchant system is required,Merchant will provide the required API for integration. Merchant will do thenecessary customization in the system to enable integration, if required,

and provide all the help necessary to complete integration, includingdevelopment and testing, as per the agreed timelines or otherwise agreedas mentioned elsewhere in the agreement;

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

g) Merchant shall prior to accepting any instructions from the Customerensure that appropriate agreements have been executed with the Customeror acknowledgement(s) has been received by the Customer in accordancewith the requirements of applicable law and regulations;

h) Merchant shall carry out all verifications for the Customer as may be


6/24

required on an independent basis. Merchant is aware that Cellnext and itspayment Facility Providers are not guaranteeing any transactions with theCustomers in any manner whatsoever. Merchant assures



7/24

that the Customers will place the orders themselves and agree not to placeorders on behalf of customers;

i) Cellnext and its payment Facility Providers shall not be a party to theAgreement between the Customers and Merchant in any mannerwhatsoever;

j) Notwithstanding the aforesaid, Merchant assures and guarantees toCellnext & the payment Facility Providers the due performance of allCustomer Orders for which the payment has been transferred through thePayment Mechanism;

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

l) Merchant shall ensure that the best service standards in the industry areadopted and shall ensure delivery of all goods and services purchased forCustomers in accordance with the highest standards;

m) Merchant shall ensure that all licenses and registrations required byMerchant are in full force and effect to enable Merchant to carry on thebusiness of sale of goods and services. Merchant assures and guarantees toCellnext that Merchant shall comply with all rules, byelaws and standardsset by the statutory bodies;

n) Merchant assures and guarantees that Merchants shall not sell or deal withany of the following goods & services through the cellPAY:

i) any goods and services which includes pornography, ii) Alcohol and Drugs &drug paraphernalia, iii) Counterfeit and unauthorized goods, iv)Gaming/gambling, v) Hacking and cracking materials, vi) Tobacco andcigarettes, vii) Weapons which includes firearms, ammunition, knives, brassknuckles, gun parts, and other armaments, viii) Any goods or service whichis not in compliance with the applicable laws and regulations whetherfederal, state, local or international including the laws of India or which isprohibited by any judicial authorities;

o) The Merchant further confirms, undertakes and assures Cellnext that in theevent of violation of any of the byelaws and standards of Statutory Bodies byMerchant AND any penalty imposed by the said statutory bodies or banks onCellnext for any violation by Merchant, Merchant shall on receipt of the claimfrom Cellnext undertakes forthwith without any demur, protest, dispute ordelay, 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 Customersvia cellPAY. Merchant shall ensure that there are proper encryption and securitymeasures to prevent any hacking into the information of Merchants customers andother data;

q) Merchant shall ensure that it is acting in compliance with and shall at all timeact in compliance with all laws, rules and regulations and shall at all timescomply with the guidelines set by Visa/Master Card/Cellnext/ Banks andpayment Facility Providers;

r) Merchant hereby grants to Cellnext and the payment Facility providers, anon-exclusive, royalty-free, limited license to use, display and reproducethe trademarks, service marks and logos of Merchant solely in connectionwith the marketing of cellPAY facilities and services to the public. Merchantshall prominently display, on its marketing materials, astatement/logo/image of cellPAY provided by Cellnext.

s) Cellnext shall be entitled to prohibit the display of any material on the Merchant


8/24

System/ marketing materials if the act or manner of such display is contrary to anyapplicable law, regulation, government policy, order or guideline including allapplicable foreign laws and



9/24

regulations or which is detrimental or harmful to the interest of Cellnext orpayment facility providers.

t) Merchant shall bear and be responsible for the payment of allrelevant taxes (including any applicable withholding taxes) due upon theservices related to the Customer Orders received through cellPAY Platform.

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

v) Merchant shall use Cellnexts services and other facilities offered oncellPAY only for Merchants provided goods and/or services as mentioned hereinthis agreement and not for any other purpose unless agreed otherwise by boththe parties.

w) In case the Merchant is unable to deliver any part of the CustomersOrder within 12 calendar days from the date on which the order was placedthe Merchant shall cancel the order and the customer shall be refunded. In

such an event amount paid by the Customers will be refunded back to theCustomers by Merchant. In case amount is not refunded by the Merchant,Cellnext shall be entitled to set off and deduct such amount from anypayment due to Merchant as per MRF.

4. Rights & Obligations of Cellnext

Cellnext agrees to provide the service under this Agreement and tointegrate with Merchant so that customers of Merchant can makepayments to Merchant using cellPAY Platform. Cellnext agrees:

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

etc;b) To define and implement a payment mechanism and processbetween merchant and Cellnext as per Annexure - 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 theCustomers via cellPAY. Cellnext shall ensure that there are proper encryptionand security measures to prevent any hacking of the information of thecustomers and other confidential data;e) Cellnext shall ensure that necessary licenses and registrations, if any,required by Cellnext are in full force and effect to enable Cellnext to carry on thebusiness of mobile payment services. Cellnext assures and guarantees to Merchantthat Cellnext shall comply with the provisions of all enactments, rules, byelaws andstandards 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 timescomply with the guidelines set by Visa/Master Card/RBI/ Banks and paymentFacility Providers;g) Cellnext reserves the right to impose limits on the number of transactions undertaken using a particular valid credit card and the valueof a single Transaction during any time period, and reserves the right torefuse to make payments in respect of transactions exceeding such limit.h) Cellnext has the right to cancel/reject a transaction or payment inrespect of any order, which purport to be a suspected fraud and thereforesuch transaction cannot be authorised by Cellnext/payment facilityproviders. In such a case Cellnext can refund payment on the saidtransaction.i) Where Cellnext is entitled to reject/ cancel transaction or paymentsin respect of an order or demand a refund, it may:


10/24

i) deduct the relevant amount from the transaction value of goodsand/or services ordered by the Customers and/or payments to be made inrespect of subsequent transaction value of goods and/or services untilCellnext has been refunded in full;



11/24

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

5. Term & Termination5.1 This MAF shall t ake e ffect on the day o f its execution f irst mentioned

hereinabove and shall be valid unless terminated by either party by giving 60 daysadvance written notice of its intension to terminate the Agreement.

5.2 In addition to any other termination rights granted by this Agreement, Cellnext mayterminate this Agreement immediately without liability and without any notice, if (i)Cellnext is notified or otherwise determines in good faith that Merchant is using the cellPAY service in furtherance of any activity which violates any law, rule, or regulation or policy of Cellnext or (ii) it is notified by Visa/ Mastercard/ acquiring bank that the number andquantum of charge back requests received in relation to cellPAY is beyond the limitsconsidered acceptable for provision of the cellPAY Mobile payment service (iii) Cellnext, orits directors, officers, stockholders, employees or agents are made the subject of a criminalor civil or civil action or investigation or are threatened by such action as a consequence of use of the facility by the Merchant.

6. Fees & Payments6.1 Merchant shall pay to Cellnext transaction charges and payment gateway

charges at the rates specified in Annexure I (MRF) to this MAF.6.2 Merchant shall also pay Sign-up fee/charges, if any, as specified in MRF andAnnual 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 abovecharges;

6.4 Cellnext reserves the right to modify the above charges and payment terms from time totime, at its sole discretion and will intimate Merchants about the same one week before suchmodification;

6.5 The amount collected from the Customers after deducting Cellnext chargesspecified in Clause 6.1 above would be credited to the Merchant Bank account providedby Merchant in the MRF. In case someone representing the Merchant subsequentlyclaims that the above payments be credited to some other account than the accountnumber 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 be liable for any suchclaim or further cost in future.

6.6 Merchant will incur its own cost for marketing, promotions of cellPAY to itsusers. All costs associated with the Merchant to discharge its obligations underthis Agreement shall be borne by the 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 onattorneys) suffered or incurred by Cellnext or in any way arising from :-

a) any breach by Merchant of any of its obligations, representations orwarranties 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, claimsfor defamation, infringement of intellectual property rights, damage tocomputer database, loss of data or distribution of illegal or obscene oroffensive material;c) any penalty imposed by Visa/ Mastercard/ acquiring bank onCellnext / payment facility providers consequent to the fact that thenumber and quantum of charge back requests received in relation tocellPAY is beyond the limits considered acceptable for provision of thecellPAY Mobile payment service;d) violation of any laws or regulation of any governmental, regulatoryor judicial authority arising from the performance of the Merchant underthis Agreement;e) the gross negligence or willful misconduct of the Merchant or itsemployees or agents in connection with this Agreement.


12/24

7.2 Without prejudice to any remedies available to Cellnext, Cellnext shall be under noliability whatsoever to the Customer in respect of any loss or damage arising directly orindirectly out of:Confidential - Cellnext Solutions Ltd 6


13/24

a) any defect in any goods or services supplied; b) the refusal of Merchant tohonour or accept a Mobile Payment; c) the malfunction of any computer terminal orequipment; d) the giving of Transaction Instruction by any person other than by aCustomer; e) handing over of the Mobile by the Customer to third party; f) anyinjury to the credit character and reputation of the Customer alleged to have beencaused by the repossession of the Mobile and/or, any request for its return or therefusal of any Merchant to honour or accept the Mobile Payment; g) any mis-

statement, misrepresentation, error or omission in any details disclosed byCellnext;

7.3 Merchant shall indemnify and keep Cellnext indemnified against any action,liability, cost, claim, loss, damage, proceedings, expense (including legal costs onattorneys) suffered or incurred by Cellnext for any action taken by customeragainst 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 hasto be followed by all concerned parties. Merchant understands, acknowledges andagrees that by initial and continued use of the services provided by Cellnext oncellPAY Platform, that Merchant/Customers agree to, and is bound by the Charge-Back Policy of Banks/Cellnext.b) Cellnext may revise policies, agreements and notices at any timewithout notice and that Merchant/Customers shall be bound by the policies,agreements and notices as posted on the cellPAY platform. A detailedchargeback policy is annexed hereto as Annexure - III that will be applicable forany chargeback under this Agreement.c) In respect of disputes, related to quality and/or delivery/non-delivery of thegoods and services by merchants, Cellnext will not be held responsible for charge back.Cellnext makes no warranty concerning Merchant provided goods or services and it isagreed that any recourse for dissatisfaction or problems with those goods or serviceswill be sought from the Merchant.d) Cancellation of the transactions on the cellPAY platform (order) dependson the Merchants Cancellation/Refund Policy. Cellnext may or may not providethe interface for cancellation of order processed. In case the interface isprovided, the Customers may opt for cancellation through the interfaceprovided. . The cancellation may be processed directly by the Merchant or byCellnext, and this could vary from merchant to merchant as defined byrespective merchants Cancellation/Refund Policy.e) Unless otherwise provided by Merchant, all transactions made oncellPAY platform are final and no returns of the same are allowed. Once theUsers have done transactions through cellPAY Platform, they areconsidered final and it will be deemed that the Customers have utilized theservices. Further, no chargeback under this sub-clause will be allowed insuch a case.f) In case Cellnext receive a cancellation/refund request under thispolicy, Cellnext will notify the Merchant to give an opportunity to resolvethe dispute and the decision of the concerned Merchant and Cellnext shallbe final.

9. Confidentiality

9.1 Under this Agreement, both the parties may have access to information thatis confidential in nature ("Confidential Information"). Confidential Information shallinclude, but is not limited to:

i) All information which is not in public domain at the time of disclosure to the otherParty; ii) Cellnext software, products including all source and object code anddocumentation related to such software; iii) Information relating to the disclosing party'ssoftware or hardware products, API data files, specifications, data bases, networks,system design, file layouts, tool combinations and development methods as well asinformation relating to the disclosing party's business or financial affairs, which mayinclude business methods, marketing strategies, pricing, competitor information, product


14/24

development strategies and methods, customer lists and financial results; and iv) Alltangible material which contains Confidential Information, whether written or printeddocuments, computer disks or tapes, whether user or machine-readable. However, aparty's Confidential Information shall not include any information which: a) Becomes partof the publicdomain through no act or omission of the other party; b) Is lawfully acquired by theother party



15/24

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

9.2 The parties agree to maintain the confidentiality of the Confidential Information andto protect as a trade secret all portions of the other party's Confidential Information by

preventing any unauthorized copying, use, distribution, installation or transfer of possession of such information. Dissemination of Confidential Information by each partyshall be limited to those employees with the need to such access for the advancement of thegoals anticipated under this Agreement. Each party agrees to maintain at least the sameprocedures regarding Confidential Information that it maintains with respect to its ownConfidential Information. Without limiting the generality of the foregoing, neither partyshall permit any of its personnel to remove any proprietary or other legend or restrictivenotice contained or included in any material provided by the other party and both partiesshall not permit its personnel to reproduce or copy any such material except as expresslyauthorized 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,and nothing in this Agreement shall be construed to create a partnership, joint venture, oremployer-employee relationship between the parties hereto or between Cellnext and Merchantsemployees. Merchant shall have no right to obligate or bind Cellnext in any manner. Theemployees of the Merchant shall not have any claim/right/benefits whatsoever against Cellnext.

10.2 Notwithstanding any other provision of this Agreement, Merchant shall have noright to use any of Cellnexts trademarks, service marks, or trade names in connectionwith 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 involuntarilyor by operation of law, in whole or in part, to any party after discussions with Merchanthereto.

10.4 The terms and conditions and specifications of the Services under thisAgreement including but not limited to the pricing & payment terms of thisAgreement may be amended, altered and/or, modified by Cellnext at its option.Such amendment to or alteration or modification of the Agreement shall be inwriting and signed by the senior designated authorised signatory of Cellnext.

10.5 All waivers hereunder must be made in writing, and failure a t any t ime torequire the other party's performance of any obligation under this Agreement shall notaffect the right subsequently to require performance of that obligation. The waiver byeither party of a breach of any provision herein will not be taken or held by the otherparty to be a waiver or any other terms of this Agreement or of the Agreement in itsentirety. Nor shall any waiver of any incident of breach or default constitute acontinuing waiver of the same.

10.6 In the event that any or any part of the terms, conditions or provisionscontained in the Agreement shall be determined invalid, unlawful or unenforceable toany extent such term, condition or provision shall be severed from the remainingterms, conditions and provisions that shall continue to be valid and enforceable to thefullest extent permitted by law.

10.7 Both the parties shall not be under any liability to each other or to any otherparty in any way whatsoever for the destruction, damage, delay or any othermatters of the nature whatsoever regarding force majeure events.

10.8 Any and all notices required or permitted by this Agreement shall be in writing andshall be deemed delivered when personally delivered to the party to whom it is addressed,or in lieu of such personal service, if sent by registered post or courier on completion of forty eight (48) hours after deposit, postage prepaid, addressed to such party at theappropriate address set forth below the signature block of this Agreement. Either party maychange its address for the purpose of this paragraph by giving written notice of such changeto the other.

10.9 Merchant agrees that during the l ife of this Agreement, i t will not compete with


16/24

Cellnext in the business areas of Cellnext. Merchant also agrees not to enter into anycontract for similar assignments / Agreements as per this Agreement for the Benefit of competitors of Cellnext.



17/24

10.10 Cellnext processes mobile payment transactions through cellPAY mobilepayment platform on behalf of Merchants. Cellnext is not a bank, non-banking financialcompany or other depository institution. Funds held by Cellnext or its service providers(including any bank service providers) in connection with the processing of PaymentTransactions through cellPAY are not deposit obligations of Customer/End User/Buyerand are not insured for the benefit of Customer/End User/Buyer by any governmentalagency.

10.11 This document alongwith MRF & Annexures attached hereto constitutes the entireAgreement of the parties and expressly supersedes any oral or written Agreements,negotiations, promises or representations between the parties up to and including the dateof execution.

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

10.13 All transactions through cellPAY are subject to Indian Laws. This Agreement andits validity, interpretation and performance will take effect and be governed under thelaws of India. Venue in any action in law or equity arising from the terms andconditions of this Agreement shall be the court of appropriate jurisdiction in New Delhi(India).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on thedate first written 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.


18/24



19/24


20/24

Annexure I - MRF

ORDER DETAILS

Merchant Financial Configuration

Signup chgs AMC charges Integration reqd Start date

Development charges Fixed monthly charges

Integration charges Service tax exclusive

Cheque No Amount Cheque date Bank/branch

Product configuration

Product Product short name Product IVR

Main product, if any Special instructions

Denomination configuration

Amount Service tax exclusive

Payment gateway transaction charges from merchant Absolute %age Combo

Cellnext transaction charges from merchant Absolute %age Combo

Convenience charge from customer Absolute %age Combo

Special offer/discount to customer Absolute %age Combo

PAYMENT SCHEDULE PAYMENT MECHANISM

Weekly of every week(s) Netbanking Cheque

Monthly of every month(s)

Settlement after days of transaction

Minimum amount payable (Rs) per schd

SIGNATURES OF MERCHANT WITH STAMP DSA SIGNATURE FOR CHANNEL ORDER CELLNEXT ACCEPTANCE

Signature:

Name:

Designation:

For the purpose of MRF as above:

1. Transaction shall mean every order that results in the Delivery by the Merchant to the Customer of the Product(s) / Services inrespect of which the Order was placed. Cellnext Transaction Charges referred to herein above, relates to the amount payable by theMerchant to Cellnext, when its end customers use the cellPAY mobile payment platform for making payments to the Merchant. Suchtransaction charges will also include payments made to the Banks payment Gateway. Taxes would be payable extra by Merchants inaddition to above charges. Cellnext reserves the right to modify the above charges from time to time.

2. This Merchant Registration Form ("MRF") shall form part of the Merchant Agreement Form (MAF ) and unless otherwise expresslystated herein, all terms and conditions of the MAF shall apply to this MRF. The terms not defined in this MRF shall have the samemeaning as assigned to them in the MAF.

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 someonerepresenting 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.

5. UNDERTAKING: I/We have read and fully understood the terms and conditions mentioned in the Merchant Agreement Form (MAF) andunconditionally accept them as binding on me/us. I/We further declare and undertake that above information provided by me/us is trueand correct in all respect. It is certified that the person signing this Application / Agreement has full authority to do so and thereby bindsthe Merchant to the terms of the "Merchant Agreement Form".

[10A]


21/24

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/ netbanking/ debit card.

Such funds collected on behalf of Merchant is kept in an Escrow Account maintainedseparately by Cellnext with the Bank and amount so collected is transferred to theMerchant Bank Account electronically via direct bank transfer, within the time frameagreed with the Merchant.


22/24



23/24

ANNEXURE III

CHARGEBACK POLICY

Merchant agrees that payment made in respect of any Order, which proves to beuncollectible from the Customer and/or in respect of which the Issuing Bank raises aclaim on any of Cellnext or the Facility Providers, shall be the financial responsibilityof Merchant. Merchant agrees to the non-payment of such Order or the charging back of such uncollectible charge as the case may be without any demur or protest, disputeor delay. The Merchants further agrees, confirms, undertakes and guarantees that thenon-payment of such order or the charging back of such uncollectible charge as thecase may be, shall be the personal responsibility / liability of all the promoters anddirectors of Merchant in their individual capacity.

Without prejudice to the provisions of the aforesaid, the following payments shallbe deemed to be uncollectible:

a) Any payments involving the alleged forgery of the Customers Confidential Informationof whatsoever nature. In such an event, Cellnext and the facility providers shall not berequired to check the veracity of any alleged fraud and shall be entitled to rely upon the

allegation made by the Customer; b) Any payment which the Customer refuses to honouror demands a refund of because the goods/services purchased from the Merchant was notas promised or was defective, deficient, incomplete and /or unsatisfactory for any reasonwhatsoever; c) Any charge/debit which is a suspect charge; d) Any charge/debit made on acard other than a Valid Card; e) Any charge/debit for merchandise or services in an amountin 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 be utilised by Cellnext and the facility providers from time to time.

Merchant hereby authorises Cellnext to appropriate Merchants current balance amountswith Cellnext to the extent of the aforesaid uncollectible amounts and any other moneysdue to Cellnext by Merchant in terms of this Agreement in respect of a Customer Charge. If there is insufficient funds available therein, Merchant shall on receipt of the e-mail fromCellnext and/ or claim from Cellnext undertakes forthwith to pay to Cellnext, the amount of the dispute / refund to the extent to which such funds proves inadequate. Cellnextreserves the right to demand and recover Reserve/Security Deposits, of such amount andwithin such period as it may deem fit and appropriate, from Merchants as security for theobligations of Merchant arising in terms of the Chargeback. In case security/reservedeposit is not provided by Merchants in time, Cellnext reserves the right to terminate theMAF and cancel Merchant registration forthwith, without any further cost or liability on thepart of Cellnext. Without prejudice to any other of Cellnext rights and remedies, in theevent that the Merchant does not make any payment to Cellnext by its due date or ondemand 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) untilthe date of payment in full, at the rate of 2.5% per month.


24/24


Documents

Merchant Agreement Form