MASTER OFFLINE AGREEMENT

This Master Offline Agreement (“Agreement”) is executed at New Delhi BY AND BETWEEN

ONE97 COMMUNICATIONS LIMITED, a company incorporated under the provisions of the Companies Act, 1956 having its registered office at First Floor, Devika Tower, Nehru Place, New Delhi-110 019 and its principal place of business at B-121, Sector-5, Noida-201 301, (hereinafter referred to as “One97”, which term shall, unless repugnant to the context or meaning thereof, mean and include its permitted assigns, affiliates, subsidiaries, associates, administrators and successors) of the ONE PART; ANDhereinafter referred to as “Entity”, which expression shall unless it be repugnant to the context or meaning hereof shall be deemed to mean and include its successors and assigns of the SECOND PART ;

(Both “One97” and “Entity”are hereinafter individually referred to as a “Party” and collectively as “Parties”.)

In order to provide the convenience of making the payment though Paytm Platform to the Customer, Entity has agreed to accept such payments which are made by the Customers to pay for the Products or Services purchased/ availed by the Customers through the POS or through an online link provided by One97 inter alia Paytm Platform which shall also include such mode of payments/features/services which shall be developed, added and deployed by One97, Participating Banks, Facility Providers or financial institutions from time to time during the term of the Agreement. “Paytm Wallet” shall mean a semi closed prepaid payment instrument issued by Paytm Payment bank Ltd (“PPBL”), in accordance with the RBI Guidelines issued from time to time, which can be used by the Customer against the value stored on such instrument to purchase goods and services, including financial services at a group of clearly identified entity locations/establishments/POS/ or through an online link provided by One97 which have a specific contract with PPBL to accept the payment instruments. For the avoidance of doubt, the value stored on such instruments represents the value paid for by the Customer at the time of issue/availing of Paytm Wallet or at the time of reloading of the said Wallet by the Customer. Further these instruments do not permit cash withdrawal of redemption by the Paytm Wallet holder. Paytm is duly authorized by Paytm Payments Bank Limited (“PPBL”) to provide Paytm Wallet services and to redeem Paytm Voucher services as envisaged under this Agreement

THE ENTITY HEREBY AGREE TO THE BELOW TERMS:

  1. SERVICES, CHARGES AND MODE OF PAYMENT IN RELATION TO PAYTM WALLET
    1. Entity shall permit the Customer to obtain authentication and authorization of payment through One97’s payment platform to make the payment of Transaction Amount by use of Paytm Wallet. Entity shall assign each Customer Order, a unique Customer Order number and shall request for authorization of Paytm Wallet of the Customer for the collection of the Transaction Amount by One97 on behalf of the Entity, in connection with relevant Customer Order, more specifically described in Schedule II hereto.
    2. Entity hereby authorises One97 to collect the entire Transaction Amount in relation to Customer Order on behalf of Entity through Paytm Wallet.
    3. The Transaction Amount paid by Customer using Paytm Wallet, and so collected by One97 on behalf of the Entity shall be deposited in One97’s Nodal Bank Account. Upon receipt of confirmation of receipt/recovery of the amount from the Customer Paytm Wallet, One97 shall electronically acknowledge the receipt of the amount so received. Upon receipt of such acknowledgement, Entity shall deliver the Products as per the Customer Order and shall provide the invoice to the Customer.
    4. The payments so collected on behalf of the Entity will be released from the Nodal Account by One97 to the bank account specified by Entity within T+1 days (“T” here refers to the date of Transaction) after deduction of Paytm Fees. Provided that in case T+1 day is not a Business day, then the payment same shall be made on the immediately following Business day. Entity hereby authorizes One97 to deduct Paytm Fees as applicable and/or any other amount(s) due by Entity to One97 from each payment received from the Customer before passing on the credit (net of Paytm Fees) to Entity.
    5. If One97 fails to release the payment as per the time line specified above, the Entity shall be entitled to charge an interest at the rate of 1.5% per month for a period from the due date of release until actual release of payment by One97 Except however, in cases where settlement is kept on hold by One97, due to fraud alert, fraud alert by police, cyber cell alert, any statutory or regulatory requirement or a Force Majeure event. 
    6. One97 will raise invoice for its Paytm Fees on a monthly basis giving details of Transactions made by the Entity within seven (7) days of the previous month.
    7. Entity shall provide its GST number (GSTIN) along with GST registration certificate to Paytm at the time of execution of this Agreement.
    8. Notwithstanding anything to contrary, Entity understands and confirms that any and all local levies or other charges levied by any central/state/local authorities wherever applicable shall be extra and Entity shall solely be liable for the same.
    9. GST, as applicable on any charges/ payment under this Agreement either as fee, damages, financial charge on overdue amount, or otherwise, will be charged additionally by Paytm
    10. Entity shall, on receipt of authorization by One97 of the payment in relation to the Customer Order, thereafter, fulfil its obligations of providing the Customer with the Product(s) as set out in the terms and conditions at Entity’s POS. Entity shall retain with it the records evidencing the delivery of the Product(s)/ rendering of Services (“Proof of Fulfilment”) as per its accounting practices.
    11. If One97 requires the Proof of Fulfillment for any purpose in relation to this Agreement, Entity shall forward the Proof of Fulfillment, in such manner as may have been previously agreed, within fifteen (15) days from the receipt of communication from One97 about the same. Entity warrants that any such Proof of Fulfilment provided will be authentic, whether electronic or otherwise.
    12. Notwithstanding any other clause in this Agreement, Entity shall make available the following facilities to all Customers:
      1. An option for the Customer to contact Entity and procure information relating to Customer Order(s) through an on-line help desk and / or a telephonic help desk.
      2. A suitable returns policy, as may be applicable, offering refund/replacement of the Product if the Customer is dissatisfied with the Product, due to reasons attributable to Entity. The returns/refunds policy, if any, must be clearly communicated to the Customer by the Entity.
    1. If the default or omission of the Entity results in One97’s inability to debit the Paytm Fees and other dues, an intimation / notice would be sent to the Entity and One97 shall be entitled, without prejudice to any other right or remedy it may have, to charge the Entity late payment interest at the rate of 2.5% per month or at the maximum rate permitted by law if lower, on all late payments from the date of the purchase in question until the actual date of payment.
    2. One97 shall intimate the Entity about any chargeback immediately upon receiving the intimation of chargeback from Customer. It is agreed by the Entity that the supporting documents in respect of a Customer chargeback including but not limited to Proof of Fulfilment will be provided by the Entity to One97 within four (4) days of intimation of such chargeback received from One97. In case of non-submission of the above said supporting documents within the timelines prescribed as above, the amount in respect of such Chargeback shall be debited from the account of the Entity by One97 and no claim of Entity shall be entertained in this respect.
    3. Entity agrees that if his chargebacks in any month exceed a limit of INR 20,000, One97 has the right to re-evaluate the Agreement terms and/or terminate the Agreement with immediate effect.
    4. Entity agrees and confirms that the Products shall, at all times, be marketed and/or distributed as the Products marketed / sold by Entity and shall take all necessary steps and/or precautions to ensure that the Products are not mistaken or misrepresented as being associated with, being sold by, marketed by or being offered for sale by One97. One97 shall be entitled to require and Entity will display at such prominent places in Entity POS such disclaimers as One97 may require in this regard.
    1. SERVICES :
      1. Subject to and in accordance with the terms contained herein and in consideration of the payment of the Paytm Fees in terms of this Agreement, One97 shall provide to the Entity, based on the requirements of the Entity facility to accept the payments made by a valid Payment Instrument for a Transaction at the Entity’s POS by allowing the Entity to integrate the Entity’s POS with the Paytm Platform.
      2. One97 has signed up agreements with various banks/ financial institutions i.e., Participating Banks and is in the process of signing up agreements with more banks and companies offering payment gateway facilities, Participating Bank services and Net banking Services as well as third party service providers i.e., Facility Providers and have arrangement with all of them for accepting instructions from the Customers of the Entity through the internet/mobile or other channels, in respect of payments to be made by the Customers to the Entity for purchase of Goods and/or Services and accordingly transfer funds from the Customer’s bank account to the One97’s Nodal Bank Account.
      3. The Participating Banks and Facility Providers offer various facilities to One97, which facilities and services includes Net Banking Facilities, Internet Payment Gateway facilities, internet based electronic commerce and providing authorization (from third party clearing house networks) and settlement facilities in respect of payment instructions initiated by the Entity’s Customers on the Entity’s Site.
      4. One97, through its Paytm Platform, will enable the Entity to link up with various payment gateways and Participating Banks so as to enable the Entity’s Customers to pay for the Transaction Amount through the Entity’s Site
      5. One97 shall provide services to Entity only to the extent of payment facilitator, enabler of payment platform. At no point of time, ownership/liabilities of the Goods / Services sold by Entity through the Entity POSs shall be transferred to One97.
      6. Entity understands that in order to avail the Paytm Platform Services and Participating Banks Services, the Entity must be approved by and registered with One97, the Participating Bank and Nodal Bank. Any undertaking with respect to the Paytm Platform Services under this Agreement shall be subject to One97’s, the Participating Bank’s and Nodal Bank’s approval and completion of the registration process. The Entity shall provide One97 with all such documents as required by One97 to register the Entity with One97, the Participating Bank and Nodal Bank. The Entity further understands and acknowledges that One97, the Participating Bank and Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Paytm Platform Services.
      7. Entity hereby directs and authorizes One97 to receive, hold, disburse and settle the Customer Charge / Settlement Amount in accordance with and subject to the provisions of this Agreement.
      8. Both Parties shall work together to link the Paytm Platform with the Entity POS/software, for the purpose of connecting the Entity POS with the Internet Payment Gateway. The Entity agrees to be responsible at its own costs and for providing and maintaining all necessary equipment, software and facilities at its end so as to connect the Entity POS/software to the Paytm Platform. Each Party shall cooperate with the other Party and render assistance to it for connecting the respective s of the Parties.
      9. For security during transmission of data in the course of providing services to the Customers, both Parties shall mutually work upon developing and implementing various mechanisms.
      10. The Entity shall take all such precautions and measures as may be directed by One97 to ensure that there is no breach of security and the integrity of the link between the Entity POS and the Internet Payment Gateway (“Link”). The Entity shall ensure that all Customers upon accessing the Link are properly directed to the Internet Payment Gateway. The Entity shall ensure that there are proper encryption and robust security measures to prevent any hacking into the information of the Customers and other data. In addition to the above, the Entity shall also comply with security practices and procedures as prescribed in the Information Technology Act, 2000 and the rules made thereunder and/or the RBI rules and Regulations. Any loss incurred to the Entity, One97 or the Participating Banks as a result of the Link being breached due to improper security on the part of the Entity, its employees, contractors, agents, etc. and/or on the Entity Site, shall be borne solely by the Entity and the Entity agrees to indemnify, defend and hold harmless One97 and the Participating Banks from any claims, actions, damages or losses arising out or in relation thereto.
      11. The Entity shall permit the Customer to obtain Authentication (wherever applicable) and Authorization of payment through One97. The Entity shall give each Customer Order, a specific Customer Order number and shall request for Authorization of charge for the amount due under the relevant Customer Order number.
      12. One97 shall be entitled and the Entity hereby authorizes One97 to deduct One97 Service Charges and all other amounts due by the Entity to One97 from each payment received from the Customer before passing on the credit (net of One97 Service Charges and all other amounts due) to the Entity.
      13. Entity hereby authorises One97 to collect the entire transaction money on behalf of Entity in its specified account. The money so collected by debiting the customers Bank account / Credit Card / Debit Card shall be deposited in One97’s Nodal Bank Account and the transaction money collected on behalf of Entity shall be paid out to the Entity from the said bank account in T+2 working days (where “T” represents the Date on which One97 receives transaction amount from the bank) as per the RBI guidelines for online payments, after deducting One97 Service Charges and all other amounts due by the Entity to One97 from each payment received from the Customer. One97 will raise invoice as per the provisions of GST Act 2017 for its Service Charges on a monthly basis giving details of sales made by the Entity within 7 days of the previous month. It is clarified that transaction date shall mean the date on transaction has been executed on Entity POS.
      14. The money so collected by debiting Customers Payment Instrument shall remain in One97’s Nodal Bank Account In case of receipt of confirmation of delivery of the Goods as per the specifications mentioned in the Order by the Buyer, the payments will be released from the Nodal Bank Account to the bank account specified by the Entity within T+2 working days (where “T” represents the Transaction Date) as per the RBI guidelines
      15. If the default or omission of the Entity results in One97’s inability to debit the One97 Charges and other dues, an intimation / notice would be sent to the Entity and One97 shall be entitled, without prejudice to any other right or remedy it may have, to charge the Entity late payment interest at the rate of 2.5% per month or at the maximum rate permitted by law if lower, on all late payments from the date of the purchase in question until the actual date of payment.
      16. Prices to be charged by Entity shall be inclusive of all taxes and delivery charges and shall be uniform to all Customers. Entity shall display base value of the Goods & Services separately from the tax to be charged from its Customers In case of any difference in prices due to shipping or any other charges, the same shall be made explicit to the Customer.
    1. AUTHENTICATION AND AUTHORISATION OF TRANSACTION
      1. Facility Providers will authenticate, authorize, and process the payment instructions given by the Customers through Paytm Platform in respect of the Transactions upon fulfilment of valid criteria as set forth by the Issuing Banks and the Card Associations from time to time and accordingly transfer such approved Transaction Amount from the Customer valid Payment Instrument to the Nodal Bank Account.
      2. Entity understands that Facility Providers and/or Card Association may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of prohibited items, use of compromised valid cards, use of blacklisted/banned cards or in accordance with the RBI, Facility Providers and/or Card Association rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India, etc.
      3. Entity acknowledges that as a risk management tool, One97 and/or the Facility Providers reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual valid card or Net Banking Facilities/account during any time period, rejection of payments from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, One97 may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.
    1. CHARGEBACK
      1. The Entity agrees that payment made in respect of any Order, which proves to be uncollectible from the Customer and/or in respect of which the Issuing Bank raises a claim on One97 or the Facility Providers or the Participating Banks, shall be the financial responsibility of the Entity and it shall be payable entirely by the Entity to One97, Facility Providers or Participating Banks, as the case may be. The Entity 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, dispute or delay by One97.
      2. Without prejudice to the aforesaid provisions, the following payments shall be deemed to be uncollectible:
    1. Any payments involving the alleged forgery of the Customer’s Card Number and PIN, or that of the Card Number, Card Expiry date, Customer Name, Transaction amount, etc. of whatsoever nature. In such an event, One97, the Facility Providers and the Participating Banks shall not be required to check the veracity of any alleged fraud and shall be entitled to rely upon the allegation made by the Customer.
    2. Any payment, which the Customer refuses to honour or demands a refund of because the Product/services purchased from the Entity was not as they were promised or were defective, deficient, incomplete and/or unsatisfactory for any reason whatsoever.
    3. Any charge/debit, which is a suspect charge.
    4. Any charge/debit made on a card other than a valid card.
    5. Any charge/debit for merchandise or services in an amount in excess of the Price.
    6. Any charge/debit for undelivered merchandise or services.
    7. Any charge / debit arising out of any alleged hacking, breach of security or encryption (if any) that may be utilised by One97, the Facility Providers and the Participating Banks from time to time.
      1. The Entity hereby authorises One97 to appropriate the Entity’s current balance amounts with One97 to the extent of the aforesaid uncollectible amounts and any other moneys due to One97 by the Entity in terms of this Agreement in respect of a Customer Charge without any demur, protest, dispute or delay. If there is insufficient funds available therein; the Entity shall on receipt of the e-mail from One97 and/ or claim from One97 undertakes forthwith without any demur, protest, dispute or delay, to pay to One97, the amount of the dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of One97’s rights and remedies, in the event that the Entity does not make any payment to One97 by its due date or on demand as required under this Agreement, One97 shall be entitled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full, at the rate of 2.5% per month.
      2. One97 shall intimate the Entity about any chargeback immediately upon receiving the intimation from the Bank/concerned authorities. It is agreed by the Entity that the supporting documents in respect of a customer chargeback including but not limited to proof of delivery of Goods/services will be provided by the Entity to One97 within 4 days of intimation of such chargeback received from One97 or within the time line as provided by the bank/concerned authorities whichever is earlier. In case of non-submission of the above said supporting documents within the timelines prescribes as above, the amount in respect of such charge back shall be debited from the account of the Entity by One97 and no claim of Entity shall be entertained in this respect. In case required the Entity shall share this information directly with the bank.
      3. Entity agrees that if his chargeback’s in any month crosses 0.3% of total transaction value of that month then:
  1. Entity will submit Bank Guarantee equivalent to 4 times of the highest monthly transaction value processed till date.
  2. One97 will retain an amount equal to the value of charge backs intimated by bank from the amount payable to the Entity, this amount will be released either in case chargeback is settled in favour of the Entity or on expiry of 6 months from the date of chargeback as the case may be ; and
  3. In case the total transaction value in a month exceeds the Bank Guarantee value, we will retain such % of the transaction value above Bank Guarantee value which is based on average % age of chargeback’s till date, this amount will be released on expiry of 6 months.
      1. In the event of termination of the Agreement, taking into consideration the track record in terms of incidences of chargeback during the tenure of the Agreement and/or the circumstances of termination of the Agreement:
      2. Both Parties shall mutually agree upon the amount that One97 shall be entitled to withhold from out of the settlement amounts payable to the Entity in terms of this Agreement to facilitate the settlement and resolution of any chargeback related issues arising out of any Transactions done under this Agreement.
      3. These amounts shall be withheld for such period as may be then prevailing in respect of the time-period allowed to Customers for initiating a chargeback under the Card Association guidelines or the Reserve Bank of India for resolution of such disputes.
  1. Entity hereby undertakes and agrees to indemnify at all times and hold harmless One97, Facility Providers Participating Banks and NPCI from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses however arising as a result of:
    1. Any breach of applicable laws, GST, rules and regulations.
    2. any breach or non-performance by the Entity of any of the provisions of this Agreement and/or any Schedules, representation and warranties, breach of confidentiality, Intellectual property rights, inaccuracy of Customer Billing information, chargeback and refunds, any fines, penalties or interest imposed directly or indirectly on One97 on account of Entity under this Agreement and/or any Schedules;
    3. any claim or proceeding brought by Entity’s Vendors/Suppliers, the Customer or any other person against One97, in respect of any Goods/Services offered by Entity; or
    4. any act, neglect or default of Entity’s agents, employees, licensees or customers; or
    5. any claim by any other party against One97, arising from sub-clauses above.
  1. Entity shall also fully indemnify and hold harmless One97, the Facility Providers and the Participating Banks against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that Entity’s Services infringes any intellectual or industrial property rights of that third party.
  2. In the event of One97, the Facility Providers and the Participating Banks being entitled to be indemnified pursuant to the provisions of this Agreement, One97 shall be entitled to accordingly and to such extent debit Entity's Account with One97.
  3. Maximum amount of Transactions in a month by the Entity under this Agreement shall in no event exceed INR 20,000/- (Rupees Twenty Thousand only).
  4. There shall be no Paytm Fee currently for all transactions. Paytm Fee shall at all times exclude all applicable taxes.
  5. The Entity confirms and consents that it shall open an account with PPBL at the earliest. On the opening of the said account by the Entity (“Entity PPBL Account”), One97 may choose to make all Entity settlements into such Entity PPBL Account after prior communication to the Entity."Entity shall keep confidential all terms of this Agreement including the Paytm Fee paid by them
  6. Entity will accept payments from Paytm Wallet only for such products/services, which are in compliance with all applicable laws and regulations whether federal, state, local or international including all laws of India and shall at no time sell any good mentioned in Schedul1 of the detailed agreement available at http://p-y.tm/z1Rffw2lt
  7. This Agreement shall become effective on the Effective Date and shall remain in full force unless terminated by either Party. Notwithstanding anything contained herein either Party may terminate this Agreement by a prior written notice of thirty (30) days without assigning any reasons thereto.
  8. Notwithstanding anything contained herein, in the event either party breaching any of the terms of this Agreement and fails to cure the breach within thirty (30) days of written notice, then the other Party shall have the right to terminate this Agreement forthwith.
  9. Entity shall as soon as practicable upon a request from One97 from time to time furnish true, accurate, and complete details, copies of documents (whether or not in electronic form) or information relating to the Entity, records relating to the Transaction and such other information as One97 may require and to co-operate with all the requirements of the Reserve Bank of India or any other competent law enforcement agency.
  10. Disclaimer of Representations and Warranties
    1. Except as expressly set forth herein, Paytm hereby specifically disclaims any representations, endorsements, guaranties, or warranties, express or implied, including, but not limited to, the implied warranty of saleability or fitness for a particular purpose and non-infringement of intellectual property rights.
    2. Entity agrees and acknowledges that One97 is providing a technology solution which by its nature is not error free. One97 does not warrants that use of the Paytm network will be uninterrupted or error free. Entity understand and acknowledges that there may be downtime, network congestion, outages, scheduled maintenance, or such other events beyond the reasonable control One97 and One97 shall not be responsible for the same.
  1. Limitation of liability
    1. Except for any liability which cannot by law be excluded or limited, neither Party shall be liable for indirect, incidental, special, punitive or consequential damages, including without limitation, damages for loss of profits, business interruption, Interruption or stoppage to the Customer’s access to and/or use of the One97’s Website and services and the Payment and Delivery Mechanism, loss of goodwill or unauthorized access to information incurred by the other party arising out of, or relating to the use by the Entity of One97 Services and, whether framed as a breach of warranty, in tort, contract, or otherwise even if a Party has been advised of the possibility of such damages.
    2. Notwithstanding anything stated under this Agreement, the aggregate liability of One97 to the Entity from any and all causes whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate TDR earned by One97 under this Agreement, from the date of occurrence of such liability. In no event shall One97 shall be liable to the Customers or any third party.
    1. Except as required by law, the Entity shall be solely responsible for (a) compiling and retaining records of all Transactions and other data as required by applicable law and (b) reconciling all Transaction information that is associated with its Customers.
    2. The Entity shall be solely responsible to maintain records in respect of the Transaction from the date of Transaction. One97 including RBI shall be entitled to check and audit records and statements of the Entity relating to the Transactions pursuant to this Agreement, at their sole expense, to ensure compliance with the Entity’s obligations under this Agreement at such intervals or times as One97 may deem fit.
    3. The Entity shall also permit the authorized representatives of One97 to carry out physical inspections during normal business hours of the documents and records at the place(s) of business or other facilities of the Entity to verify if the Entity is in compliance with its obligations hereunder upon not less than five (5) Business days with prior written notice, and in a manner that does not unreasonably interfere with the Entity’s operations.
    4. If the Entity refuses such inspection or provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions of this Agreement, One97 reserves the right to suspend or terminate this Agreement forthwith.