MERCHANT TERMS AND CONDITIONS

These terms and conditions govern the provision of services by Naffa Innovations Private Limited (“Naffa”) to the merchant (“You”) who/which has signed the Merchant Processing Application Form (“Application Form”) of Naffa. The Onboarding Documents form the entire agreement between Naffa and You.

All capitalised terms used in these terms and conditions that are not defined herein shall have the meaning given to such terms in the Application Form, which is governed by these terms and conditions.

A. Terms of Service

  1. Transaction Records: You agree that, upon request from Naffa, during the subsistence of the Onboarding Document and after termination thereof, You will provide Naffa with, and authorise Naffa to collect, all the records and information (relating to transactions) in relation to any/all the transactions performed/made using the Naffa technology (“Naffa Products”) which includes ToneTag Retail PODs, the seller application of ToneTag and/or any such product of Naffa, as may be used by You.
  2. Fees: You will pay the fees (along with applicable taxes, including for additions fees) in relation to the services of Naffa as per the pricing set out in the Onboarding Documents.
  3. Chargebacks and Other Liabilities: You agree and undertake to indemnify and compensate Naffa for any actions, claims, costs, loss, damages expenses or liability made against or suffered or incurred by Naffa, directly or indirectly, arising out of: (i) wrong transaction information processed by You or any of Your employees for unlawful gains; (ii) any error, negligence, wilful misconduct or fraud by You or Your employees; (iii) any dispute over goods or services, offered by You, between You and consumer; (iv) any representation or warranty whatsoever in relation to any goods or services supplied/provided by You; (v) Your failure to comply with any of your obligations hereunder; (vi) any loss suffered by Naffa as a result of Your failure to comply with the obligations detailed in the Onboarding Documents, and (vii) any dispute between You and the customers.
  4. Financial and Other Information: Upon request, You will provide Naffa with copies of all financial accounts and other such documentation/information concerning Your business for Naffa to evaluate Your financial and credit status. Further, You agree and undertake to inform and notify Naffa, with immediate effect, of any change in circumstances affecting Your business including any insolvency event, change in control or change in business name, business address, legal status or other business details.
  5. Your Information: You agree and authorise Naffa to (i) obtain Your (and/or Your directors, officers and principals, as applicable) financial and credit information from third parties in connection with evaluation of Your financial and credit worthiness, (ii) share information about You (including the transactions performed by You or customers using Naffa Products) with any of Naffa’s sub-contractors or other entities, service providers, persons and/or with such third party, affiliates and associations (which may be located overseas), (iii) share any information about You and/or Your directors, officers and principals with any court, tribunal, regulatory, supervisory, governmental or quasi-governmental authority having jurisdiction over Naffa and/or its related entities (located within or outside India).
  6. Return of Equipment: You will, as an obligation, return the Naffa Products in Your possession, upon (i) termination / expiration of Your arrangement with Naffa, and/or (ii) non-payment of POD Instalments (as defined in the Application Form). If, You fail to return any/all of the Naffa Products to Naffa, You agree that Naffa, at its sole discretion, shall have the right to recover/levy any such changes/penalty which You will not dispute, if (i) You fail to return any/all of Naffa Products, and/or (ii) Naffa Products returned/recovered is/are broken or damaged (save for normal wear and tear). Subject to breach of the Onboarding Documents, this Clause on return of Naffa Products shall not be applicable, if You have paid all the POD Instalments or POD Price to Naffa.
  7. Obligations: You agree and undertake, during the term of the Onboarding Documents, that You shall ensure that:
    • Naffa Products are used for making transactions for only such products that fall within the approved category of Naffa as per terms hereof. Further, You will not deal (or perform business) in types of goods or services as listed in Schedule I hereto;
    • Any data relating to transaction performed using Naffa Products will be processed and passed on to Naffa on a daily/real-time basis, and You shall inform Naffa immediately in case of any discrepancies in the settlement amounts. It is clarified that Naffa shall be entitled to monitor Your performance at regular intervals, as Naffa may deem fit, for evaluating Your functioning as a merchant and suggesting corrective actions where necessary. It is further clarified that You will implement any such corrective measures as may be informed/suggested to You by Naffa;
    • All transactions performed by customers using Naffa Products are in Indian Rupees, unless otherwise approved in writing by Naffa;
    • All the support and assistance, as and when required, is provided to Naffa for an audit and/or inspection by Naffa (or tis nominees or assigns) and/or its auditors and/or regulators and/or any such third party appointed by Naffa (a) of your books and records, accounts, premises, transactions performed using Naffa Products, and/or (b) of all the daily transaction (including related reports and other data in relation to You or Your customers);
    • Goods or services are delivered, appropriately and diligently, to the customers transacting using Naffa Products available with you;
    • To affix any/all materials (“TT Material(s)”) in Your premises, as may be provided by Naffa, for a at least 3 (three) months, or such period required by Naffa; and not to misuse TT Materials in any manner. In case if You wish to remove the TT Materials, You will reach out to the customer care service of Naffa.
      Any breach of the obligations stated above shall be construed as material breach by You of the Onboarding Documents and Naffa shall have the right, and be entitled, to terminate the Onboarding Documents.
  8. Transactions using ToneTag:
    • All payments shall be made by the customers to You, and received by You through Naffa Products;
    • You shall display boards/banner stating “ToneTag accepted here” and/or such other message, as may be required by Naffa, which is prominently visible at Your premises and/or Your website to customers; and
    • In case of any cancellations done or refunds claimed by the customers, the refund shall be processed in the manner as detailed in Clause 10 (Refund Policy).
  9. Procedure for redemption: Naffa shall settle each transaction amount in Your account by making payment to You after deducting merchant discount rate (“MDR”) for each transaction as agreed and stated in the Application Form and as per the settlement terms as detailed in Clause 11 (Settlement Policy). You will not be required to pay anything over and above the agreed fee (including MDR) to Naffa, save and except that there is a charge or tax or fee levied for settling the transaction amount to Your account by concerned banks, which shall be borne by You.
  10. Refund Policy:
    • Any refunds shall be claimed, before the customer leaves Your payment counter, only upon occurrence of any of the following instances: (a) excess payment made by the customer, and (b) cancellation by mistake; and
    • Any refund shall be done in the manner listed hereinbelow, in case purchase(s) is / are made using / through:
    • any third party e-wallet, through unified payments interface (UPI) or direct debit from bank account of the customer, the claimed refund amount (i.e. deriving out of transaction value) will be refunded into the same medium from which the payment was made, within such number of days as per the refund policies of the concerned customer’s wallet or UPI/Bank account; and/or
    • cards (i.e. debit/credit cards) issued by a recognised bank(s), the claimed refund amount (i.e. deriving out of transaction value) will be refunded to the concerned card, within such days as per/depending on concerned bank’s refund policy, as may be applicable.
    • You agree that the decision taken by Naffa in relation to any refunds shall be final and binding.
  11. Settlement Policy:
    • Time for settlement: The settlement towards the transaction performed using the Naffa Products, shall be done during the working days (Monday to Friday) and working hours i.e, 10 AM to 6 PM on a T+1 basis (estimated at a maximum period of 48 banking hours, excluding Saturday, Sunday or any other bank holidays, in which case such period will be calculated after deducting the holiday period) excluding bank and public holidays.
    • Subject to Clause 11(i) above, settlement issues shall be considered by Naffa, only in the event, (a) where IMPS transactions are not supported by the Your bank (i.e. bank details as provided by You to Naffa); and (b) where IMPS transaction has failed due to technical error.
      For any of the above-mentioned cases, You acknowledge that settlement shall be done manually, within the following working day by Naffa (through NEFT mode or any such mode recognised under the applicable law) and the same shall be credited to your account within 2 (two) working days of initiation of the concerned refund.
    • Settlement post termination: You agree and acknowledge that in the event the terms of the Onboarding Documents are terminated by Naffa, (a)no settlement shall be done by Naffa for any transaction performed by the customer using the concerned Naffa Products, and (b) you shall stop, and cease to, use any Naffa Products (and related services). Further, the amount received by Naffa pursuant the transaction performed by customer shall be refunded to the customer, through the medium through which the transaction was performed.
  12. POD warranty: Naffa provides a limited warranty of 180 (one hundred eighty) days for the ToneTag Retail PODs, applicable from the date of renting or date of activation/deployment, whichever is early. This limited warranty covers any defects in material or workmanship under normal use during the warranty period; and Naffa will only repair or replace the ToneTag Retail PODs, at no charge.
  13. Details for claiming Settlement: You can raise queries and seek details of the status relating to the settlement to the below mentioned details:
    Email: support @tonetag.com
    Customer Care: +91-7899602712
    080-8067234350
  14. Additional Terms:
    • If the ToneTag Retail PODs supplied to You is defective/not working, as per the specifications of Naffa, You will need to intimate Naffa about the defect within 7 (seven) days of delivery of the ToneTag Retail PODs. Naffa shall either repair or replace the concerned ToneTag Retail POD within 30 (thirty) days of receipt of request. However, subject to Clause 6 (Return of Equipment), if You misplace or lose or return the rented ToneTag Retail POD prior to remittance of all the POD Instalments, Naffa shall not refund the interest free security deposit, if any, to You and the same shall be held in lieu of such misplaced/lost/returned POD.
    • Upon non-compliance with Clause 7(ii) (Obligations), in the event the terms of the Onboarding Documents are terminated prior to receiving all the POD Instalments, either by You or Naffa, You agree and acknowledge that Naffa shall have the right to retrieve, and shall be Your obligation to return, the Naffa Products in Your possession, subject any such charge which may be levied by Naffa at its sole discretion.
    • For Your payment of POD Instalments, You will provide your confirmation and authorisation (and complete assistance) to Naffa for Electronic Clearing Scheme (ECS) Debit Clearing, in the manner prescribed by Naffa. In the event, any POD Instalments are delayed, You agree that Naffa shall have the right to recover the POD Instalment in the manner at its deems fit.
    • Notwithstanding anything contained herein, it is clarified that any ToneTag Retail POD purchased upon payment of POD Price, cannot be returned by You to Naffa and any refund of the POD Price cannot be claimed. However, subject to any breach of the conditions of the Onboarding Documents, Naffa shall have the right to retrieve, and shall be Your obligation to return, the Naffa Products in Your possession.
    • For the purpose of these terms and conditions, “POD Instalments” and “POD Price” shall be as specified in the Application Form signed by You.

B. Terms governing the Relationship

  1. Representations and warranties of Merchant: You represent and warrant to Naffa, during the term of the Onboarding Documents, that:
    • You have the power and requisite authority, permission, approval and sanction to enter into and to exercise Your rights and to perform Your obligations hereunder;
    • You have taken all necessary action to authorize the execution of and the performance of Your obligations hereunder;
    • The obligations expressed to be assumed by You hereunder are legal, valid, binding and enforceable;
    • Neither execution nor performance of the Onboarding Documents will contravene any provision of any applicable laws, rules and regulations; or any contract, agreement or document by which it is/may be bound; and
    • The goods and services rendered by You will, at all times, be in accordance with the terms and conditions contained in the Onboarding Documents.
  2. Covenants and Undertakings of Merchant: You agree, undertake and covenant that:
    • You shall, upon request from Naffa, at any time, promptly and duly do or permit to be done all such acts and execute and deliver or permit the execution and delivery of any and all such further instruments and documents as Naffa may consider necessary;
    • You hereby permit Naffa to use Your name as and when required by Naffa for purposes stated herein;
    • The sale of the products/goods and services by You is in compliance with all applicable laws and You shall ensure that You shall not deal in the types of goods or services which qualify them under the prohibited merchant category codes as listed in Schedule I;
    • If Your act is in contravention of applicable laws and/or in a manner inconsistent with the terms of the Onboarding Documents, Naffa may, in its sole discretion, terminate the Onboarding Documents and/or cease to make the services available to You;
    • Naffa shall be entitled to revoke/hold the execution of any settlement/transaction, where applicable, if so required under any notice/order/direction received from any governmental authority;
    • You shall not describe yourself as an agent and/or representative of Naffa;
    • The authenticity, correctness and/or genuineness of or any dispute in relation to any of the transaction performed using Naffa Products shall be Your sole liability and responsibility;
    • You shall not, nor shall You will allow any other person or entity, to reverse engineer, decompile, or use any other means to try to ascertain the source code of the Naffa Products;
    • Naffa shall not be responsible for, nor shall be made party to, any dispute between You and Your customers; and
    • You agree to be bound by the fair practices code which rest on ethical principles of integrity and transparency.You agree and undertake that Naffa is under no duty or obligation to ensure that any certificate, consent, notice, instruction or other communication which is, or appears to be, given by You is accurate, correct or duly authorised.
  3. Intellectual Property
    • You acknowledge that except for the rights expressly granted to You under the Onboarding Documents, Naffa will retain all right, title and interest in and to the intellectual property rights (“IPR”) which includes Naffa Products, equipment, services, systems, software, materials (including TT Materials), formats, interfaces, information and data, content, respective proprietary information and technology, and any derivative works of or improvements, enhancements, modifications or updates thereto whether or not used or provided to You during the term of the Onboarding Documents.
    • You shall not do or engage in anything which may impair rights, title or interests of Naffa or of its associates/affiliates in or to IPR, as the case may be, and agree that it shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of such IPR.
  4. Confidentiality
    • Each party (“Receiving Party”) recognises that it may be given and have access to confidential and proprietary information (including the Onboarding Documents) of the other party (“Disclosing Party”). The Receiving Party undertakes not to use any such Confidential Information, for any purposes except as permitted hereunder, without the prior written consent of the Disclosing Party and shall use its reasonable efforts to keep confidential and not to disclose to any third party, any confidential and proprietary information, except if required by government/ regulatory authorities;
    • If requested by Naffa, You will execute a non-disclosure agreement in connection with the delivery and use of Naffa’s confidential and proprietary information. At Naffa’s request, You will promptly return to Naffa, or destroy, any and all materials containing Naffa’s confidential and proprietary information.
  5. Indemnity. You shall, at your own expense, on demand or otherwise, fully indemnify, defend, and hold Naffa harmless from and against third party claims resulting in any liabilities, losses, claims, actions or demands (including the costs, expenses, charges, liabilities, damages, dispute resolution costs and attorneys’ fees on account thereof) relating to or that may result from (a) breach of any obligations, representation, warranty or covenant under the Onboarding Documents, (b) gross negligence or wilful misconduct, (c) any fraudulent activity w.r.t Your business, or (d) non-compliance with any law or regulation, as may be applicable.Notwithstanding anything contained in the Onboarding Documents, in the event of insolvency, Naffa shall have unconditional and irrevocable right to recover credit losses owed to Naffa directly from You.
  6. Limitation of Liability: INDEPENDENT OF, SEVERABLE FROM AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THE ONBOARDING DOCUMENTS, IN NO EVENT WILL NAFFA’S AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SERVICES UNDER THE ONBOARDING DOCUMENTS, IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF ANY DUTY) OR OTHERWISE, EXCEED THE VALUE OF TRANSACTION PERFORMED BY THE CUSTOMER USING NAFFA PRODUCTS, GIVING RISE TO SUCH LIABILITY. IN NO EVENT WILL NAFFA BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, LOSS OF GOODWILL OR BUSINESS PROFITS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES.
  7. Term and Termination
    The term of the Onboarding Documents will be valid for such period until the Onboarding Documents are terminated by Naffa, upon providing written notice to You at least 7 (seven) days prior to the date of termination. Further, each party shall have the right to terminate the Onboarding Documents, by giving a notice in writing to the other party upon the occurrence of any of the following events:

    • If the other party commits any breach of any of the terms and conditions of the Onboarding Documents and in case such breaching party fails to cure the breach within a period of 30 (thirty) days from the date of notice of breach; and
    • if the other party: (a) voluntarily becomes the subject of a bankruptcy, insolvency or similar proceeding, or (b) makes a composition with its creditors generally, or (c) if a receiver or administrator or trustee is appointed to take possession of the business or properties or undertaking of such party, or (d) if such party ceases to carry on its business for a period of 60 (sixty) days as presently conducted.Naffa shall be entitled to terminate the Onboarding Documents, if, (a) Your business dissolves or ceases to function as ‘on a going concern’; (b) if there occurs any change of control in Your business without prior written approval of Naffa; (c) You do, or facilitate, any fraudulent act; (d) You were/are involved in any criminal or illegal activity; or (e) You assign or delegate or attempt to assign or delegate the Onboarding Document or any part thereof.

      Naffa shall be entitled to terminate the Onboarding Documents with or without cause at any time by serving a 15 (fifteen) days’ notice in writing to You.

      Upon termination of the Onboarding Documents, all rights and license (if any) granted to You to use the Naffa Products will be revoked, deactivated and will stand cancelled.

  8. Governing Law, Dispute Resolution and Jurisdiction: The Onboarding Documents shall be governed by and construed in accordance with the laws of India. The courts at Bangalore shall have exclusive jurisdiction over any of the disputes arising out of or in connection with the Onboarding Documents.
  9. Miscellaneous: You may not assign or otherwise transfer any of Your rights or obligations under the Onboarding Documents whether by operation of law, change of control, or in any other manner, without the prior written consent of Naffa, and any assignment or transfer in violation of this provision is void. The parties agree that the Onboarding Documents cannot be altered, amended or modified, except by a written document, signed by an authorized representative of each party. Each provision of the Onboarding Documents is a separately enforceable provision. If any provision of the Onboarding Documents is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for the Onboarding Documents to remain in effect, in accordance with its terms as modified by such reformation. The obligations and rights of the parties under the Onboarding Documents which by their nature are intended to survive, shall survive the expiration or termination of the Onboarding Documents. The Onboarding Documents incorporate the entire understanding of the parties regarding the subject matter hereof and supersedes all previous agreements or understandings regarding the same, whether written or oral. Naffa shall not be liable to You for any breach/non-performance of this Agreement, caused due to any force majeure events such as Acts of God, lightening, explosion, flood, inclement weather conditions, strike, lock-out or any other causes beyond the control of either party. All correspondence relating to the Onboarding Documents: if addressed to (a) Naffa, shall be delivered to this address: “Naffa Innovations Pvt. Ltd., at The Hive, Plot No. 11B, Survey No. 40/9, Devasandra Industrial Area, 2nd Stage, K.R. Puram Hobli, Bangalore 560048”; and (b) You, shall be delivered to the address provided in the Application Form.
    Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the concerned Onboarding Documents.

Schedule I

Prohibited Merchants List

  • Merchant selling products that are illegal or breach any law or regulation;
  • Selling legal highs (including, narcotics or other psychotropic substances);
  • Selling products or services that require licenses, where the license cannot be presented, or the license is not valid;
  • Selling replica, counterfeit and/or fake goods;
  • Selling casinos and gambling equipment, including “Junket Operators” that arrange gambling tours;
  • Betting, bookmaking, racing – car/ animals;
  • Military arms, firearms ammunitions and related products;
  • Political candidates or political organizations;
  • Pornography goods/stores, companion / escort services, dating services/ matchmaker services, online adult membership, adult book stores, adult telephone conversations;
  • Lotteries, raffles;
  • Replica and counterfeit merchandise;
  • Companies engaged in financial services which are not regulated by RBI/any other regulatory body or where relevant licenses are not available even though required;
  • Body parts, which includes organs or other body parts – live, cultured/preserved or from cadaver;
  • Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
  • Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
  • Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a recognized and licensed medical practitioner in India or anywhere else;
  • Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
  • Live animals or hides/skins/teeth, nails and other parts etc. of animals;
  • Merchant establishments where the promoter/partner/proprietor/owner’s name appear in the RBI defaulters/negative list/bank’s internal negative list or such other list which may be published by the bank from time to time;
  • Lobby groups;
  • Merchants engaged in products or services where specific licenses are required to operate in local jurisdiction;
  • Tobacco, cigar and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
  • Entities engaged in chit funds / unauthorized financial schemes;
  • Entities owned by politically exposed persons (promoters/owners);
  • International Merchants not having local presence in India;
  • Airlines & payment merchants;
  • Mining / oil drilling & refining;
  • Credit repair companies /debt consolidation firms;
  • Houses of worship (e.g., churches, temples etc. for donations) / fund raising by political, religious organizations or institutions / charities or non-profit organizations;
  • Money changers, remittance services, money transmitter, check cashing business, currency exchange; and/or
  • Alcohol / wine shops which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne Merchants blacklisted by associations (NMAS/MATCH database).

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