Terms & Conditions - PPI

1. Introduction

This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and amended from time to time, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

These Terms and Conditions (“Terms”) govern the usage of “Cashfree Pay” which is a Prepaid Payment Instrument (“Cashfree Pay”)  issued by Cashfree Payments India Private Limited (“Cashfree”) a company incorporated under the Companies Act, 2013 having its registered office at 1st floor, Essae Vaishnavi Summit, 7th Main, 80 Feet Road, Koramangala 3rd Block, Bangalore, Karnataka, India, 560034 (“Cashfree” or “Issuer”). Cashfree is duly authorized by the Reserve Bank of India (RBI) to issue and operate prepaid instruments in terms of the Payments and Settlement Systems Act, 2007 and directions, rules and regulations which are issued thereunder.

These Terms include Cashfree’s Privacy Policy and Customer Grievance Redressal Policy and You are advised to read such policies to understand your rights and obligations for availing Cashfree Pay services. Cashfree may from time to time notify additional policies which become applicable to the usage of Cashfree Pay services (“Policies”). 

By registering for, using, or maintaining Cashfree Pay or downloading any website / mobile applications through which Cashfree Pay is provided, by you (hereinafter “You” / “Your” “User” / “Customer”) acknowledge having read, understood and accepted these Terms including all the Policies referred herein and agree to abide by the same. We encourage you to read the terms and conditions carefully before proceeding to avail the Cashfree Pay services as the same constitutes a binding agreement between You and Cashfree governing the usage of such services. If You do not accept these terms, please do not avail the Cashfree Pay services.

You further acknowledge and agree that Cashfree may, at its sole discretion, add to, modify or amend these Terms (including the Policies which are notified herein) from time to time and all such changes shall be communicated to all customers availing the Cashfree Pay services . The Terms (together with the Policies) shall be made available on Cashfree’s website [https://www.cashfree.com/]. Cashfree may further publish notices of general nature which are applicable to the Customers on its website or communicated through email / SMS communications or through any other mode as may be decided by Cashfree. Such notices would have the same effect as a notice served individually to each customer. You shall be provided a period of 30 days from the issue of the notice, within which You shall have the right to close your PPI Account or discontinue availing the services, failing which, all such Terms (with modifications) shall be deemed to be accepted from the effective date mentioned in the notice. You shall be responsible to keep yourself updated and regularly check the terms and conditions, notices, communications so sent and/or uploaded on Cashfree website from time to time

2. Definitions

1. “App” or “Website”: shall mean the Merchant owned and operated mobile application or the website through which Customers may avail the PPI and services connected therewith.

2. “Applicable Law” shall mean any statute, law, regulation, master direction, circular, guideline, ordinance, rule, judgment, notification, order, decree, injunction, arbitral award, bye-law, directive, requirement or other governmental restriction or any similar form of decision by any governmental authority having the force of law.

3. Cashfree Pay: shall mean a prepaid payment instrument issued by Cashfree that facilitates purchase of goods and services in partnership with its Merchant or under a co-branding arrangement and is made available through the App or Website.

4. Customer: shall mean any erson who obtains and uses Cashfree Pay services.

5. Cashfree Pay: shall mean a prepaid payment instrument issued by Cashfree that facilitates purchase of goods and services in partnership with its Merchant or under a co-branding arrangement and is made available through the App or Website.

6. KYC: Know Your Customer as per the RBI Master Direction – Know Your Customer (KYC) Direction, 2016 RBI/DBR/2015-16/18 Master Direction DBR.AML.BC.No.81/14.01.001/2015-16.RBI norms.

7. Full KYC PPI: shall mean such prepaid payment instrument that are issued after completing Know Your Customer (KYC) of the Customer. The Full KYC PPIs shall be used for purchase of goods and services, funds transfer or cash withdrawal.

8. Merchant: shall mean an entity that accepts Cashfree Pay as an instrument for online and/or offline purchase of goods and/or services.

3. Types of Cashfree Pay wallets

Cashfree issues and operates the following types of prepaid instruments to its customers under the brand name “Cashfree Pay”

1. Gift Wallet - This is a type of prepaid instrument which is used for undertaking purchases against the value stored therein from a specific Merchant only. Cashfree enters into arrangements with Merchants desirous of issuing Gift PPIs for their Customers. Upon issuance and activation, Customer may utilise the balances stored in such Gift PPIs for undertaking payment transactions on such Merchant’s website or mobile applications. 

2. Small PPI - This is a type of pre-paid instrument which can be availed by Customers via a group of clearly identified Merchants having tie-ups with Cashfree for undertaking purchases / transactions against value stored therein .

4. Registration and Account Activation

Gift Wallet

1. Cashfree onboards Merchants for facilitating Gift Wallets to such Merchant’s Customers. Customers in turn are required to register with such Merchants and provide such details as may be requested by such Merchant. Please note that sharing of information by the Customers with the Merchants will be governed by terms and conditions as available on the Merchant’s websites / mobile applications (including privacy policies as notified therein) in addition to these Terms. The Merchant’s terms may specify additional restrictions such as restriction on goods / services which can be purchased, limits on number of transactions or amounts etc. You are advised to read such terms and conditions before availing the Gift Wallets. 

2. For issuance of such Gift Wallets, Cashfree shall authenticate the mobile numbers or any other details as may be required by Cashfree of the Customers which are received from the Merchant. Customer may further be required to provide additional details (please refer to Privacy Policy) for account activation. Once such Gift Wallet is issued, Cashfree or the Merchant shall communicate the activation of the Gift Wallet for such Customers through SMS / Email or any modes of communication.

Small PPI

i. Customers may apply for a Small PPI wallet while undertaking a transaction flow with certain onboarded Merchants where Cashfree also provides other services. Customers are required to provide contact details such as name, email and mobile number and raise a request for availing Cashfree’s Small PPI wallet. 

ii. Where a Customer opts to avail Small PPI, such Customer will be provided a link to complete their onboarding journey by provide such information and documents as may be requested through the link. Once such information is received, the documents are validated by Cashfree and the Small PPI wallet is enabled. Details of Small PPI will be provided to Customers through email and SMS. The Small PPI will be linked to the mobile number shared by the Customer.  

iii. Please note that only one Small PPI Wallet can be enabled for a Customer at any given time and Cashfree may decline issuance of a Small PPI Wallet where it is observed that the Customer is an existing customer.        

General

i. Cashfree reserves the right to reject request for issuance of Cashfree Pay or otherwise suspend any services provided through Cashfree Pay as per its internal policies and risk frameworks including where any details furnished by You are found to be false, incorrect, misleading or suspicious.

ii. You specifically authorise, and provide your consent to, Cashfree to collect, retain, store, process any information or data as may be provided by You or as may be received by Cashfree from any Merchants for the purpose of account activation, provision of Cashfree Pay services, resolution of queries, fraud and risk monitoring, analytics and transaction monitoring purposes. You further acknowledge that all such information as may be received by Cashfree may be shared with third parties including service providers of Cashfree providing services including services related to account verification, document verification, risk analytics, cloud computing and storage, audit, legal services etc. Cashfree may from time to time also develop and market various promotional offers by itself or on behalf of its Merchants for Customer. You provide your consent to Cashfree to processing of your data / information by Cashfree to create and provide specific and targeted promotional offers. Such promotional offers may be subject to specific terms and conditions, including eligibility criteria, validity periods and other terms as may be separately notified by Cashfree.

Accessibility

1. Customers of Cashfree Pay can access the account related information of their Cashfree Pay services by visiting the Cashfree website https://www.cashfree.com/customers/dashboard. Customers may log in through the credentials which are provided by Cashfree at the time of account activation.  

5. Representations and Warranties

You represent and warrant that:  

1. You are at least 18 years old; 

2. You are a citizen or a legal resident of India;

3. You have full legal capacity and authority to agree and bind yourself to these Terms; 

4. You are not barred or otherwise legally prohibited from accessing or using the Service; 

5. All information that you provide for issuance of Cashfree Pay is complete, true, and correct and shall continue to be complete, true, and correct while you use Cashfree Pay;

6. You are not politically exposed (PEP) or related to a PEP. If you are a PEP or related to a PEP, you undertake to notify Cashfree by writing to the Nodal Officer (details provided below) prior to availing the Cashfree Pay services; 

7. You will not load the Small PPI with proceeds or source of funds which are directly or indirectly related to Cryptocurrencies, VDA (Virtual Digital Assets),  Foreign Currencies/ Foreign Exchange, Gambling, Gaming, Pornography or any other activity which is prohibited under applicable laws. 

8. You will not spend funds that are on Cashfree Pay for undertaking any transactions which are directly or indirectly related to Cryptocurrencies, VDA (Virtual Digital Assets), unauthorised Foreign Currencies/unauthorised Foreign Exchange, Gambling, Gaming or any other activity which is prohibited under applicable laws. 

9. You have not fabricated or forged any KYC documents or user details submitted and they are genuine in nature.

10. You shall not interfere with another Customer’s use and enjoyment of the Platform or any other individual's User and enjoyment of similar services.

6. Usage of PPI 

1. While using Cashfree Pay to purchase goods or services from the Merchant, the Customer is subject to the terms and conditions for availment of products and services as specified by the Merchant. Cashfree is not responsible for the quality, merchantibility, warranties, fitness for purpose or delivery of the products or services by Merchant. In addition, issues pertaining to Merchant’s products or services including refund return, exchange or cancellation policies and disputes redressal with respect to the Merchant’s products or services shall be governed by the terms and conditions as may be available on the Merchant’s website / mobile applications.     

2. While Cashfree adopts stringent policies at the time of onboarding of any Merchants and continuously monitors the risks associated with such Merchants, Cashfree does not assume responsibility for the quality, delivery, merchantability or fitness for any purpose of such Merchant’s products and services. If you have any grievances associated with the transactions for purchase of goods and services undertaken using Cashfree Pay, you may notify Cashfree in accordance with the Grievance Redressal process as specified below.  . 

3. The Customer specifically acknowledges that Cashfree shall not be liable, and you agree not to seek to hold Cashfree liable, for the conduct of the Merchant.

4. Key Features

5. Please note that the features of the PPI as specified above are subject to change which may take place on account of changes in applicable laws, regulatory requirements or internal policy decisions. Any such changes shall be duly communicated to the Customers through email/ SMS communications or updates in these terms and conditions.   

7. Customer Obligations

The Customer agrees and undertakes that:

1. You hereby agree to use Cashfree Pay in accordance with Applicable Law and further agree not to use it for any unlawful purpose. You will not undertake or encourage any illegal, criminal, money laundering, terrorist activities or any other activity that is in violation of Applicable Laws while using Cashfree Pay. 

2. You are solely responsible for maintaining the security and confidentiality of your password/PIN/credentials associated with your Cashfree Pay and immediately notify us of any loss or theft of your instrument, or authentication data or if any fraud/abuse is detected, any unauthorised use, any other breach of security etc. with respect to Cashfree Pay. 

3. You shall be responsible in case of any compromise of your password/PIN/credentials and transaction done due to such compromise of security and confidentiality of your password/PIN/credentials and other related sensitive information.

4. You shall extend all cooperation to us in our defence of any proceedings that may be initiated against Cashfree due to a breach of your obligations or covenants under these Terms. 

5. You shall not by electronic or other means circumvent, disable, or otherwise interfere with security-related features or trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive information. 

6. You shall not engage in any automated use of the system, such as using scripts, or using any data mining, robots, or similar data gathering and extraction tools. 

7. You shall not attempt to impersonate another user or person or use the username of another Customer.

8. You shall not decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the services by Cashfree. 

9. You shall not infringe any patent, trademark, copyright or other proprietary rights, trade secrets or privacy of a third party.

8. Pricing

1. Presently no charges are being imposed by Cashfree on the Customers for the issuance or use of Cashfree Pay services. However, Cashfree shall have the right to impose such charges in relation to the usage of Cashfree Pay. These charges may be levied at different stages eg. while loading/ re-loading of any Cashfree Pay, use of such Cashfree Pay on Merchant sites for undertaking transaction fees etc. 

2. In the event Cashfree, in its discretion, levies any such charges or fees for issuance or operation of Cashfree Pay Cashfree shall duly communicate such charges to Customers through SMS, email notification, updation of website terms and conditions or such other means as Cashfree reasonably determines.

3. The Customer shall have to bear any statutory taxes, goods and service tax, all other duties, if any, in connection with Cashfree Pay as may be levied from time to time by a Governmental Authority in respect of or in connection with the transactions undertaken with the use of Cashfree Pay.

9. Validity

1. As stated above, Gift Wallet and Small PPI shall be valid for a period of two years from the date of its issuance provided that if no transaction is undertaken using Cashfree Pay for a duration of 1 year from the date of activation, Cashfree Pay shall be made inactive by provision of notice to the Customer.. Cashfree shall notify the customers via SMS/ Email or any other communication channels 45 days prior to the deactivation of Cashfree issued prepaid instruments.      Cashfree shall provide the Customer with an option to provide details of the bank account for the transfer of the balance amount lying in Cashfree Pay at the time of deactivation.

2. The Customer could approach Cashfree for transfer of balance amount post expiry of Cashfree Pay, however, such transfer shall take place only to a verified bank account of the Customer.

10. Refunds

1. Cashfree shall maintain the complete details of refund transactions and the Customer shall be able to view the same on Cashfree Pay which is made available on Cashfree’s platform or website. 

2. Refunds in case of a Gift Wallet shall be as per the terms and conditions of the Merchant and the Customer shall have to contact the Merchant in case they seek to obtain a refund. 

11. Termination / Suspension of Services

Cashfree shall have the right to immediately terminate or suspend Cashfree Pay with or without notice to the Customer in the following events:

1. if the Customer is in breach of the Terms;

2. if the Customer furnishes any false or incorrect or inaccurate information;

3. in the event of any suspicious or fraudulent activity reported or identified on Cashfree Pay;

4. any legal or regulatory requirements as may be applicable

12. Escrow Account

PPI balances held by the Customer are held in an escrow account with a bank which is operated by Cashfree for settling the funds in connection with the Services.

13. Intellectual Property Rights

1. All rights, title and interest in and to the Intellectual Property Rights owned by Cashfree or in the PPI (as the case may be) are the sole and exclusive property of Cashfree.

2. Nothing contained in these Terms and Conditions shall be construed as a grant of any right, title or interest in or to the aforesaid Intellectual Property Rights.

14. Indemnification

You hereby undertake and agree to indemnify, protect against liability and hold harmless Cashfree, its affiliates, and their respective directors, employees, officers, agents, representatives, contractors and sub-contractors against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Cashfree on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to:

3. any claim or proceeding brought by law enforcement authorities, regulators, or any other person against Cashfree in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, fraud by You in relation to the use of Cashfree Pay;

4. any breach of these Terms, the Privacy Policy, or any other terms, conditions, policies or guidelines provided by Cashfree in relation to the Cashfree Pay;

5. any wrongful or improper use of Cashfree website or Cashfree platform or any other Cashfree Property; or

6. any violation of the third-party rights.

15. Limitation on Liability

Cashfree shall have no liability for any unauthorized transactions occurring on any PPI and the Customer hereby absolves Cashfree (including their respective Affiliates) therefrom.

16. Customer Liability of Unauthorised Transactions

The Customer’s liability shall be determined as per the below table for an Unauthorised Transaction. A transaction shall be referred to as an Unauthorised Transaction in the below circumstances:

1. which is not initiated by the Customer

2. is carried out by a third party without the Customer’s knowledge or consent

3. may result from fraud, security breach, device compromise or identity theft

4. leaked credentials used for a transaction

In the event that any Unauthorised Transaction is undertaken on account of (i) contributory fraud / negligence / deficiency on the part of the Cashfree or (ii) on account of third party breach (not attributable to Customer or Cashfree and where such Unauthorised Transaction is informed by Customer to Cashfree within 3 days of the transaction, the Customer shall not be liable for such Unauthorised Transactions. 

In other cases, Customers shall continue to be liable for Unauthorised Transactions as per Cashfree’s internal policies. Cashfree reserves the right to waive off any liability of the Customers in such circumstances as per its internal policies.   

17. Grievance Redressal

Cashfree is committed to ensuring transparency, fairness, and timely redress of customer grievances related to the usage of these instruments. Cashfree shall be responsible to resolve Customer’s query, feedback or complaint, pertaining to the transactions they may have processed or attempted to process using Cashfree’s platform as per the Customer Grievance Redressal Policy available at https://www.cashfree.com/grievance-redressal-policy/. Cashfree has designated a Grievance  to handle all complaints and grievances. Details of the Nodal Officer and escalation contacts are as given below:

Nodal Officer – Grievance Redressal-

Cashfree Payments India Pvt Ltd,

Vaishnavi Summit, No. 6/B, Summit,

80 Feet Rd, Koramangala 1A Block,

Koramangala 3 Block, Koramangala,

Bengaluru, Karnataka 560034

Email ID: grievances@cashfree.com

18. Governing Law and Jurisdiction

1. These Terms and any dispute or claim in relation to these Terms shall be governed by and construed in accordance with the laws of India.

2. The Parties agree that all disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka.

19. Miscellaneous

1. Assignment: Cashfree shall have the right to assign its rights or obligations under these Terms without any prior written consent to any person in such manner and on such terms and conditions as may be decided by Cashfree. The Customer shall not have the right to assign rights or obligations under these Terms. The Customer, his heirs, legal representatives, executors, administrators and successors shall be bound by these Terms. 

2. Disclaimer or Warranties: To the maximum extent permitted by Applicable Laws and except as stated in the Agreement; Cashfree Pay is provided on “as is” basis and Cashfree disclaims all warranties, express or implied, written, or oral, including but not limited to warranties of merchantability and fitness of the good or services provided by the Merchant. Cashfree does not make any warranty with respect to Cashfree Pay accessibility in a timely, secure, error-free and uninterrupted manner and that Cashfree Pay or the App/ the Website and any related services are free from computer viruses, malicious, destructive or corrupting code.

3. Notices: All notices and other communications required or permitted to be given under these Terms shall be in writing and shall be delivered or sent by personal delivery, electronic mail, or registered or courier or certified mail (return receipt requested) to the relevant Party at the registered address. The notices and communications sent in such manner shall, unless the contrary is proven, be deemed to have been duly received on the date of personal delivery, two Business Days following delivery, upon confirmation of transmission by the sender’s electronic mail device or ten (10) business days following mailing by registered or certified mail (return receipt requested postage prepaid to be sent to the address and email ID.

4. Relationship between the Parties: Each party under these Terms are on a principal to principal basis. Nothing contained in these Terms shall constitute or imply any partnership, joint venture, agency, fiduciary relationship, employer-employee, principal employer - contractor or other relationship other than the contractual relationship expressly provided under the Terms. 

Frequently Asked Questions

1. What is the Cashfree Prepaid Wallet and how does it work?
   Cashfree’s prepaid wallet is a digital wallet issued under RBI guidelines, enabling users to store funds securely and make payments across partner platforms and services.
   
   
   

2. Can I send money from my wallet to my bank account or someone else?
   Withdrawals or peer-to-peer transfers are currently not supported for semi-closed loop and Gift wallets. The wallet is intended for making payments only.
   
   
   

3. How can I track the activity on my Cashfree Wallet?
   You can view all wallet-related transactions by visiting the Transactions section on your Cashfree Customer Portal.
   
   
   

4. Will the money in my wallet expire if unused?
   Wallet balances currently have an expiration of 2 years. Expiry timelines may be revised from time to time in the future if mandated by regulatory authorities. You can withdraw the residual amount in your source bank account and close the prepaid wallet at any point if required

5. Are there any charges for using or adding funds to the wallet?
   No, adding money or using your wallet for payments does not attract any fees at the moment.
   
   
   

6. What’s the maximum amount I can hold in my wallet?
   As per RBI regulatory norms, your semi closed loop wallet cannot exceed a balance of ₹10,000 per month and ₹1,20,000 in a year.
   
   
   

7. Can I update the mobile number linked to my Cashfree Wallet?
   Unfortunately, the mobile number is tied to your wallet account and cannot be changed once registered. You can close the prepaid wallet and request for a new wallet with the updated phone number.
   
   
   

8. How is my data and money kept safe?
   Cashfree uses industry-grade encryption and is compliant with regulatory standards to ensure your personal and financial information is fully protected.
   
   
   

9. How can I avoid scams or fraud while using the wallet?
   Stay safe by following these tips:

   1. Do not share your wallet OTP or credentials with anyone.

   2. Always verify the authenticity of payment links and websites before making payments.

   3. Avoid clicking on suspicious SMS or email links.

   4. In case of doubt, reach out to our official support channel instead of responding directly.

This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and amended from time to time, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

This is a legally binding online agreement (“Agreement”) between any person signing up on the Partner Terms and Conditions (hereinafter referred to as “You”, “Your”, “Partner”) AND Cashfree Payments India Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 1st floor, Essae Vaishnavi Summit, 7th main 80 Feet Road, Koramangala 3rd Block, Bangalore, Karnataka, India, 560034  (hereinafter referred to as “We”, “Us”, “Our”,“Cashfree”, “Company”). A reference to You shall also mean and include Your organisation and employees thereto, as the case may be.

This Agreement to be read along with the Privacy Policy and General Terms of Use provided separately on the Cashfree Website (collectively referred to as “Terms”). You agree that Cashfree reserves the right to update the Terms from time to time and the Terms (as updated) shall be unequivocally binding on You. By agreeing to these Terms, you agree to the Cashfree Partnership Program (is a referral program consisting of partnership through which a Partner can offer the Products to its Prospective Merchants in exchange for certain charges.). Thus, while accepting these Terms, You are confirming that you have read and unequivocally accepted our Privacy Policy and General Terms of Use. If You do not agree with any of these Terms, You must immediately cease accessing and/or using the Cashfree Website or other portals, or the services being provided under these Terms. Your continued use of the Cashfree Website and/or your engagement with Cashfree signifies Your confirmation to these Terms. You may also review this webpage periodically to be updated on the current version of the Terms and Conditions. The Terms shall override and prevail over any other agreement or document as may be entered into between the Parties. 

Cashfree or the Partner (collectively the “Parties” and individually a “Party”).

1. WHEREAS

   1. Cashfree is engaged in the business of providing multiple payment facilities using credit or debit card, net banking, wallets, IMPS, UPI and other payment related solutions to its merchants.

   2. Cashfree appoints the Partner and the Partner accepts appointment as an independent non-exclusive partner to refer, market, integrate, sell and support Cashfree Services. Partner shall not authorize or appoint any dealers, sub-partners, agents, representatives, subcontractors, or other third parties to advertise, sell and promote the Cashfree Services without Cashfree’s prior written consent. 

   3. The Partner is desirous of entering into an arrangement wherein the Partner shall refer to Cashfree such clients who are desirous of receiving one or more Cashfree Services (“Prospective Merchants”). Cashfree may extend services to the Prospective Merchants by integrating directly with such clients or by providing its Integration Platform to the Partner. The Parties acknowledge that the terms and conditions of such integration, including terms as detailed in Clause 13, would apply where the Partner has opted to integrate the Integration Platform with the Partner Systems           to enable Cashfree to offer the Cashfree Services to the Prospective Merchants. The Partner agrees to implement this integration in accordance with the terms and conditions specified in this Agreement, as detailed in Clause 13.

   4. Partner may advertise and promote Cashfree Services to Prospective Merchants. Partner shall ensure that Prospective Merchants shall provide the necessary documents to the Cashfree and execute the necessary agreements or undertakings with Cashfree for receiving Cashfree Services. 

   5. Cashfree shall be entitled in its sole discretion to accept / reject provision of Cashfree Services to any Prospective Merchant referred by the Partner. A Prospective Merchant will be deemed a “Qualified Referral” only upon the fulfilment of the following conditions:      

      1. Such Prospective Merchants are referred through the Dashboard. Referral of Prospective Merchant through email or other means of communication shall not be treated as valid referral; and 

      2. Such Prospective Merchant has received approval from Cashfree following KYC validation and / or document verification in accordance with Cashfree’s internal policies / procedures; and

      3. A Merchant Agreement has been duly executed; and

      4. The integration has been successfully completed in accordance with Cashfree’s documentation and specifications.

      5. Such Prospective Merchants are not already onboarded as existing Merchants with Cashfree, whether for the same services or any other service. Existing Cashfree merchants referred by the Partner are not eligible to be treated as a Qualified Referral.           

      
      

2. DEFINITIONS

   1. “Affiliate” shall mean, with respect to a Party means: (a) in the case of any Party other than a natural person, any Person that, either directly or indirectly through one or more intermediate Persons, controls, is controlled by or is under common control with such Party; (b) or any other person who is an Affiliate under Applicable Law. 

   2. “API” means the application programming interface via which the Partner System shall be integrating with Integration System for Cashfree Services. 

   3. “Applicable Laws” shall mean and include all laws, statutes, enactments, acts of legislature or parliament, ordinances, rules, bye-laws, regulations, notifications, circulars, guidelines, policies, directions, directives, decrees, judgments, orders, requirements or other governmental restrictions or any similar form of decision of, or determination by, or any interpretation, policy or administration, IT Act, 2000,  RBI directions or guidelines having the force of law of any Government, having jurisdiction over the matter in question, whether in effect as of the Execution Date or thereafter;

   4. “Cashfree Content” means all the data passed through the Cashfree APIs, including any user data of Cashfree or its merchants. 

   5. “Cashfree Information” shall mean any information which pertains to Cashfree and includes (a) Confidential Information disclosed by Cashfree (b) any information pertaining to Prospective Merchants (to the extent such information is obtained for provision of Cashfree Services) or (c) any information pertaining to transactions processed through the Cashfree/Integration Platform.       

   6. “Cashfree Materials” means any information and deliverables provided by Cashfree to the Partner describing the Cashfree Services for the purpose of marketing, advertising and promoting Cashfree Services.      

   7. “Cashfree Services” means the online payment related services provided by Cashfree to Qualified Referral. 

   8. “Confidential Information” shall mean all information of a confidential and proprietary nature that is disclosed by the Disclosing Party or received or accessed by the Receiving Party including      including without limitation Intellectual Property, know how, technologies, concepts, ideas related to the business of the Parties, products, processes, technical data, logs, formulas, content creation, reports relating to financial, and operational data in respect of the Party, marketing techniques, marketing documents, marketing plans and arrangements, mailing lists, sales strategy, pricing and discount policies, information whether reduced to writing or not, details of users or clients, communications in connection with the subject matter of this Agreement (whether prior to the execution of this Agreement or otherwise), any other information as is deemed to be ‘confidential information’ by the Cashfree from time to time such as: (a) all other information received through the APIs or otherwise related to the Partner System, (b) pricing and financial information (c) API credentials, and all Credentials (d) all information disclosed orally and identified as confidential at the time of the disclosure, and (f) any other information that by its very nature the Party understand to be the disclosing Party’s confidential information.

   9. “Credentials” shall mean the login ID/ credentials, passwords, API integration or encryption keys, that the Partner selects/ creates or are provided by Cashfree to access the Cashfree Platform / Dashboard and/or use the Services.

   10. “Dashboard” shall mean a dashboard provided by Cashfree to the Partner for identifying, tracking and passing instruction in the format specified by Cashfree on behalf of the Qualified Referral to Cashfree.

   11. “Data Compromise Events” shall mean any and all incidents related to breach of security, compromise, theft, modification and/or corruption of the Cashfree Information, which occurs at any time during the Term of this Agreement;

   12. “Disclosing Party” means the Party which shares or provides access to its Confidential Information to the other Party .      

   13. “Facility Provider” shall mean various banks, acquirers, issuers, financial institutions, NBFCs, card associations, payment system providers or payment system participants who facilitate provision of the Cashfree Service.  

   14. “Force Majeure” shall mean any event or occurrence starting after the date of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected, and which renders the performance of the obligations impossible, including but not limited to acts of governmental policy/authority, fires, floods, earthquakes or other natural disasters, explosions, outages or downtime experienced by the Facility Providers, moratoriums, embargoes, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes. 

   15. “Government” shall mean any department, agency, instrumentality, subdivision or other body of any federal, regional, or municipal government (including the Government of India), financial sector regulator (like RBI, SEBI, IRDAI, PFRDA), any commercial or similar entities that the government controls or owns (whether partially or completely), including any state-owned and state-operated companies or enterprises;

   16. “Integration Requirements” means the technical specifications of integrating the Cashfree Services into the Partner’s System.

   17. “Integration Platform” means the platform offered by Cashfree, with which the Partner integrates its System using Cashfree API, to enable the Prospective Merchants to manage payments. 

   18. “Intellectual Property” means any and all intellectual property or proprietary rights under any jurisdiction including without limitation (i) Marks, and all goodwill associated therewith and symbolised thereby; (ii) inventions, discoveries and ideas, whether patentable or not, and all patents, registrations, and applications thereof, (collectively, "Patents"); (iii) published and unpublished works of authorship, whether copyrightable or not (including without limitation databases and other compilations of information), copyrights therein and thereto, and registrations and applications thereof, (collectively, "Copyrights"); (iv) trade secrets,(v) all moral rights in the foregoing (that is, the right to claim authorship of or object to the modification of any work); and (vi) all applications, renewals, extensions, restorations and reinstatements of the foregoing.

   19. “Marks” means the trade marks including registered and common law trade marks, trade names, word marks, device marks, service marks, logos, domain names, tag-line.

   20. “Merchant Agreement” shall mean the agreement signed by and between a      Prospective Merchant and Cashfree to avail Cashfree Services. 

   21. “Partner’s System” shall mean the platform used by the Partner to integrate with Integration Platform.

   22. “Partner Site” shall mean the active website and/or the mobile application, the contents of which are controlled, operated and owned by the Partner to offer Partner Services.

   23. “Partner Services” means the product or solution offered by the Partner to its clients.

   24. “Prospective Merchant” shall have the meaning as specified in Clause 2.2     .

   25. “Qualified Referral” shall have the meaning as set out in Clause 4.3. 

   26. “Receiving Party” means the Party which receives Confidential Information from the Disclosing Party as per terms of this Agreement. 

   
   

3. FINANCIAL TERMS

   1. For each Qualified Referral, Cashfree agrees to pay the Partner such “Commission” subject to commission terms and performance standards as detailed under Annexure A. The Commission shall be charged over and above the Partner Base Rate (as specified in Annexure A) charged to the Qualified Referral by Cashfree as mentioned in [https://www.cashfree.com/payment-gateway-charges/]. It is hereby clarified that Cashfree’s obligation to pay the Commission to the Partner will not survive beyond the termination/ expiry of this Agreement.     

   2. Unless otherwise specified in Annexure A, the Partner shall raise an invoice on a monthly basis. Such invoice shall be raised in a manner which is in compliance with the GST laws.   

   3. Cashfree shall pay Commission to the Partner within 45 (forty-five) days of receipt of an       undisputed invoice. The Partner hereby agrees that if Cashfree has unintentionally failed to pay the Partner its Commission during the month it became due, Cashfree shall be entitled to accrue such amount and pay it in the next monthly payment cycle.      

   4. Cashfree shall reserve the right to withhold Commission if the Partner does not comply with Applicable Law including any GST-related obligations. 

   5. The Partner hereby agrees that in case any GST input credit is denied or delayed to the Cashfree due to any non-compliance by the Partner (such as failure to upload the details of the tax invoice on the GSTN portal, failure to pay GST to the Government etc.), the Partner would reimburse the loss to Cashfree including but not limited to, the tax loss and interest thereto.

   6. Cashfree reserves the right to revise the Commission periodically, any revision in Commission shall be effective only upon mutual agreement by the Parties in writing. 

   
   

4. PARTNER’S OBLIGATIONS

   1. Partner shall advertise and promote Cashfree Services to Prospective Merchants. However, while promoting the Cashfree Services, the Partner shall: (i) represent Cashfree Services in a factually accurate and an as-is basis manner as reflected in the Cashfree Materials; and (ii) not make any representations inconsistent with Cashfree Materials.      

   2. The Partner shall be responsible for resolution of grievances raised by Prospective Merchant which arise out of Partner Services. Partner shall further ensure that Prospective Merchants do not raise any disputes or grievances with Cashfree arising out of Partner Services.        

   3. Partner represents and warrants that it shall provide access to Partner’s books, records and information relevant under this Agreement and it has the necessary infrastructure, technical expertise and skilled personnel to perform its obligations under this Agreement with due diligence, efficiency and care. Partner shall at all times act in accordance with best industry standards and practices. 

   4. The Partner shall be liable to comply with Applicable Laws including existing data privacy regulations from time to time.                                                                  

   5. In case Partner provides all the KYC documentation as may be required by Cashfree to complete KYC and on-boarding of the Prospective Merchant, the following shall apply:

      1. Partner undertakes that all information, documents and declarations provided by Partner to Cashfree are true, correct and provided on an as-is basis .  

      2. Partner shall not store any such Prospective Merchant’s KYC related documents in its possession unless permitted under Applicable Laws.

      3. Partner agrees and acknowledges that Cashfree shall have the right to seek additional KYC related documents/ information from the Partner during the term of this Agreement. 

      4. Partner acknowledges and agrees that Cashfree shall have the right to share the KYC documents (or the information therein) with third party service providers,  payment system / Facility Providers, banking and non-banking partners, auditors, regulators, law enforcement agencies or any other statutory body.      

      5. Partner acknowledges that its failure to share any documents under this Agreement shall entitle Cashfree to put the Prospective Merchant/s onboarding and/or the provision of services on hold.      

      6. The Partner represents and warrants that it shall obtain necessary consent from the Prospective Merchants in compliance with the Applicable Laws to share any personal information or data belonging to such Prospective Merchants or its directors, authorised signatories, officers or employees personal information and other details with Cashfree. Such consent shall specifically authorise Cashfree to use, store or process such personal information for undertaking KYC verification and validation of such Prospective Merchants and to disclose such information with one or more third party service providers of Cashfree which provide such verification / validation services.  for provisioning of Cashfree Services in compliance with the Applicable Laws. The Partner shall provide evidence of such consents obtained by the Partner as an when requested by Cashfree.                                                  

      7. Partner agrees and acknowledges that Cashfree also reserves the right to close, suspend, limit or place a hold on the Prospective Merchant’s or Qualified Referral’s access to the Dashboard and/or the services in the event:      

         1. Prospective Merchant’s KYC credentials are found to be misleading, incomplete or fake.

         2. If the Partner violates any provision of this Agreement. 

   6. Cashfree at all times, reserves the right to demand and verify the authorisations sought by the Partners from Prospective Merchants and Qualified Referral, as the case may be. Additionally, Cashfree reserves a right, in itsour sole discretion to revoke or terminate this Agreement: (a) if there is any discrepancy with respect to consent/ authorisation from Qualified Referral as per Applicable Laws; (b) if there is any discrepancy with respect to Qualified Referral’s data or information including transaction data, pricing information; or (c) in case it is required to do so under Applicable Laws/ direction from any governmental authority.

   7. The Partner shall, at all times during the Term of this Agreement, adhere to the code of conduct as further detailed under Annexure – B or any such updated code of conduct policy as may be communicated from time to time by Cashfree.      

   8. The Partner undertakes that it shall not disparage Cashfree, or otherwise take any action which could reasonably be expected to adversely affect Cashfree’s, its Affiliates’, their respective directors’ or their respective shareholders’ reputation, at any time.

   9. The Partner shall not permit or engage in any unethical practices, corruption, extortion, or bribery in any capacity; and irrespective of whether it is working with government officials or solely in the private sector. The Partner shall not offer, give, or authorize any gift, loan, fee, reward, bribe, or other advantage to any customer, Prospective Merchant, government official, government employee, or other Party’s employee to improperly influence any action or decision. The Partner shall follow applicable national and international anti-corruption laws, including the Prevention of Corruption Act, 1988, and U.S. Foreign Corrupt Practices Act.

   10. The Partner covenants that it does not engage and shall not engage in any prohibited line of business as specified under Annexure – C. 

   11. The Partner shall not refer any Prospective Merchant which engages, whether directly or indirectly, in any prohibited line of business, as specified under Annexure – C.

   
   

5. INTELLECTUAL PROPERTY RIGHTS & DASHBOARD

   1. Each Party acknowledges that Intellectual Property of the other Party is sole and exclusive property of the other Party or its licensors. Except as specified in this Agreement, nothing in this Agreement shall be construed to be a transfer, licensing or grant of any right in the Intellectual Property of a Party. 

   2. During the validity of this Agreement, Cashfree hereby grants to the Partner a limited, non-exclusive, non-assignable, non-sublicensable and revocable license during the Term to use the Integration Platform and Dashboard, solely for the purposes as outlined this Agreement. It is hereby clarified that grant of such license does not authorize Partner to copy or distribute any Cashfree Content or Cashfree Materials. The Partner shall not, and shall not permit its employees, sub-contractors, agents, representatives to, reverse engineer, decompile, disassemble or otherwise attempt to learn, access or use the source code relating to the APIs, Dashboard or the Cashfree Services in any manner.      

   3. Partner shall not use Cashfree Marks or Intellectual Property for any purposes without Cashfree prior written consent except using Cashfree’s trade name during the Term for informing Prospective Merchants about provision of Cashfree Services by Cashfree.      

   4. Partner grants Cashfree a revocable, non-exclusive, non-transferable, royalty-free right and license during the Term to use its Marks for advertisement and marketing, and to do business presentations relating to this Agreement. 

   5. All Intellectual Property (a) related to the Cashfree Services contemplated under this Agreement, (b) pertaining to the Dashboard or APIs that are (i) pre-existing; and/or (ii) conceived, generated, derived, produced or reduced to practice, by Cashfree or any of its Affiliates, as a result of the Cashfree Services performed by Cashfree shall be and shall remain the exclusive property of Cashfree or its Affiliates. 

   6. The Partner shall not, and shall not permit a third party to, reverse engineer, decompile, disassemble or otherwise attempt to learn, access or use the source code relating to the APIs or the Cashfree Services in any manner.

   7. Partner agrees and acknowledges that the Partner is solely responsible for (a) maintaining the confidentiality and security of the Credentials; (b) ensuring the Credentials are operated only by persons authorized by the Partner; and (c) restricting access to personal devices and systems that may store the Credentials. Partner shall not disclose the Credentials with anyone except its authorised signatory/ personnel. 

   8. Partner agrees and acknowledge that the Credentials are used to avail Cashfree Services, switch on and switch off the Cashfree Services, pass on instructions / information to Cashfree. Partner further agrees and acknowledges that Credentials can be used, by the Qualified Referral, to interact/ communicate with Cashfree and submit information / data to Cashfree including KYC. 

   9. Parties agree and undertake that any instruction/ information shared by it with the other Party through the Integration Platform or Dashboard or Credentials shall form valid and legal instruction (with due authorisation of such Party) to such other Party and shall be deemed to be instructions of authorised signatory of the Party sharing instruction/ information. The Party sharing the aforesaid instruction/ information shall not dispute such instructions/ information.

   10. The Partner acknowledges that the Partner shall change the user-ID and login Credentials provided to the Partner regularly. Cashfree shall not be responsible to share any reports or monitor transactions. The Partner shall be solely responsible for supervising the status of its transactions and download reports from Dashboard regularly.

   
   

6. REPRESENTATION AND WARRANTIES

   1. Partner hereby represents, warrants and undertakes that:

      1. it has obtained all regulatory approvals / licenses to perform this Agreement; 

      2. the Services shall be performed in a workmanlike manner in accordance with best industry standards and practices; 

      3. it has the necessary infrastructure, technical expertise and skilled personnel that would be required to perform this Agreement with due diligence, efficiency and care;

      4. its employees, agents, personnel and all other persons concerned with this Agreement are aware of and understand the duty of confidentiality imposed on them under this Agreement and have executed requisite non-disclosure agreement(s) to protect and ensure such confidentiality; and

      5. The Partner represents and warrants that it holds an informed consent of Prospective Merchants and Qualified Referral to share their confidential information with Cashfree and its Affiliates in connection with the Cashfree Services and for further sharing with the third party or regulatory authorities as and when required.

   2. Each Party represents, warrants and undertakes that:      

      1. It is duly organized and validly existing under the laws of the jurisdiction in which it is established;

      2. It has the requisite power and authority to execute, deliver and perform this Agreement and that this Agreement has been duly and validly authorized, executed and delivered by it; 

      3. Its obligations hereunder constitute legal, valid, binding and enforceable obligations; 

      4. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein do not breach its organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval; 

      5. The person executing this Agreement is duly authorized to execute the Agreement for and on behalf of the respective Party and shall have the authority to bind the respective Party accordingly;

      6. It shall at all times comply with Applicable Laws; and

      7. Parties agree and undertake that any instruction/ information shared by it with the other Party through the Dashboard shall form valid and legal instruction (with due authorisation of such Party) to such other Party and shall be deemed to be instructions of authorised signatory of the Party sharing instruction/ information. The Party sharing the instruction/ information shall not dispute such instructions/ information.  

   
   

7. CONFIDENTIALITY OBLIGATIONS

   1. Receiving Party shall hold all Confidential Information in strict confidence and with at least the same degree of care it uses to keep its own proprietary information confidential, but in no event shall it use less than a reasonable degree of care. 

   2. Receiving Party shall not, without the prior written consent of Disclosing Party, disclose Confidential Information with any person for any reason at any time. However, Receiving Party may disclose the Confidential Information with Receiving Party’s representatives strictly on need to know and confidential basis; if and only if such Receiving Party ’s representatives are bound by confidentiality obligations equivalent to or stricter than as set forth in this Agreement. It is clarified that that in any event, Receiving Party shall be liable for disclosure of Confidential Information by such Receiving Party ’s representatives. 

   3. The obligations set out in this Clause shall not apply to Confidential Information that:

      1. is or becomes publicly known other than through a breach of the confidentiality obligations as set out in this clause;

      2. is in possession of the receiving Party prior to disclosure by the other Party;

      3. is independently developed by the receiving Party;

      4. needs to be disclosed to professional advisers or in accordance with the order of a competent court or administrative authority;

      5. is hereafter rightfully furnished to such receiving Party by a third party without restriction by that third party on disclosure; 

      6. is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority; or 

      7. is shared by Receiving Party with Facility Provider, legal enforcement agencies and regulators. 

   4. In the event that Receiving Party or any of Receiving Party’s representatives is specifically required by statutory law or court order to disclose any of the Confidential Information (restrict the disclosure only to the extent it is legally required to disclose), Receiving Party or such Receiving Party’s representative, as the case may be, shall provide Disclosing Party with prompt notice of such request(s), to the extent legally permissible, so that Disclosing Party may seek an appropriate protective order or other appropriate remedy and/or waive compliance with the confidentiality provisions of this Agreement. 

   5. Upon the cessation of this Agreement, each Party shall return, or destroy the Confidential Information (as per Cashfree’s discretion). Each Party may retain Confidential Information to the extent as strictly required in accordance with Applicable Law or its standard backup procedures. 

   6. The obligations of the Receiving Party under this Clause shall survive the expiry or termination of this Agreement for a period of one (1) year.      

      
      

8. INDEMNITY, LIMITATION OF LIABILITY AND DISCLAIMER

   1. In relation to this Agreement, Partner (“Indemnifying Party”) hereby undertakes and agrees to indemnify, defend, hold harmless and protect Cashfree, its directors and employees (“Indemnified Party”) against all, direct and actual, cost, proceedings, claims (including third party claims), liabilities (including statutory liabilities), penalties and demands (including without limitation reasonable legal costs), arising out of or in relation to – 

      1. Gross negligence and wilful misconduct and fraud by Indemnifying Party;

      2. breach of Applicable Laws by Indemnifying Party; 

      3. breach of third-party Intellectual Property rights by Indemnifying Party;

      4. penalties imposed by any governmental authority which are attributable to act or omission of Indemnifying Party; and

      5. breach of Confidentiality obligations.

      6. any wrongful disclosure or misuse of data as a result of breach of Clause 13 including Data Compromise Events.      

   2. This clause shall survive the cessation of the Agreement.

   3. DISCLAIMER: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CASHFREE DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING ANY OF ITS PRODUCTS OR SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. CASHFREE MAKES NO WARRANTY THAT THE CASHFREE PRODUCTS OR THE CASHFREE SERVICES WILL MEET USERS’ REQUIREMENTS, OR THAT THE CASHFREE PRODUCTS OR THE CASHFREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.

      
      

9. TERM AND TERMINATION 

   1. This Agreement shall be in effect from the Effective Date and shall remain valid till terminated by either Party as per terms of this Agreement. 

   2. Each Party shall have the right to terminate this Agreement with prior written notice of thirty (30) days to the other Party without assigning any reason.

   3. If there is a breach of this Agreement by a Party, the non-breaching Party shall give a prior written notice of seven (7) days to the breaching Party to cure such breach. In the event breaching Party fails to cure such breach within the cure period then the non-breaching Party shall have the right to terminate this Agreement immediately with a written notice after expiry of aforementioned cure period.

   4. Cashfree reserves a right, in its sole discretion to revoke or terminate this Agreement: (a) if there is any discrepancy with respect to consent/ authorisation from Qualified Referral as per Applicable Laws; (b) if there is any discrepancy with respect to Qualified Referral’s data or information including transaction data, pricing information; or (c) in case it is required to do so under Applicable Laws/ direction from any governmental authority.

   5. Cashfree shall have the right to terminate this Agreement immediately by giving a written notice on occurrence of following, as determined by Cashfree:      

      1. if the Partner has committed any material breach, negligence or misconduct, or breach of any confidentiality or intellectual property obligations;

      2. if the Partner undertakes any suspicious or mala fide activities;

      3. if the Partner is declared bankrupt or goes in liquidation voluntary or compulsory, except for the purpose of amalgamation or reconstruction; 

      4. if other Partner ceases to carry on its business or suspends a major portion of its operations/ business;  

      5. there is any material adverse change or any change in applicable law, rules, regulations, directives or guidelines, which prevents the continuing of the arrangement under this Agreement;  

      6. if the Partner is subject to a Force Majeure event which prevents it from performing its obligations for a continuous  period of more than one month; 

      7. if a Partner is engaged in fraud or other illegal or unethical activities; 

   6. Effect of Termination

      1. Upon termination, both Parties shall cease using the Confidential Information and arrange to return all the documents and properties of the other Party except as may be required to be retained as per Applicable Laws or standard backup procedures including regulatory compliance purposes. 

      2. The termination of this Agreement shall not affect any accrued rights or liabilities of either Party nor shall it affect the coming into force or the continuance in force of any provision of this Agreement which is expressly or by implication intended to come into or continue in force on or after such termination. 

      3. The Partner shall cease representing itself as a referral partner of Cashfree. 

      4. The Partner agrees and confirms that the Partner shall remain solely liable, even after the termination of this Agreement, for all penalties, loss, damages or costs incurred by Cashfree; and for all claims and proceedings arising against Cashfree with respect to this Agreement. This Clause survives the termination of this Agreement. 

      
      

10. AUDIT 

    1. The Partner recognises the right of Cashfree and/or its regulators (including RBI) or their respective agents to check and audit records, documents and statements of the Partner to ensure compliance with the Partner’s obligations under this Agreement and as per Applicable Laws. 

    2. Cashfree shall have the right to call upon periodic security assessment audit and reports of the Partner.

    3. Cashfree shall continuously monitor and assess the performance of Partner. The Partner shall immediately undertake any corrective measures as advised by the Cashfree or the regulator(s) for the non-compliances highlighted during such audits or during any monitoring or assessment.  Failure to do so on the part of the Partner shall be tantamount to breach of the terms of this Agreement by the Partner which shall entitle the Cashfree to terminate this Agreement forthwith at its at its sole discretion, without assigning any further reason whatsoever.      

    4. Expenses: Each Party shall bear its own expenses incurred in relation to the performance of its obligations as contemplated in the Agreement, including expenses relating to the fees of counsel, auditors and other advisors.

       
       

11. INTEGRATION TERMS 

    1. Partner shall integrate Cashfree Services into the Partner System in accordance with the Integration Requirements and subject to Cashfree’s approval. It is further clarified that the Partner shall bear all costs including any modifications necessary to meet the Integration Requirements.

    2. Partner shall (and shall ensure that its employees, agents and subcontractors shall) be required to maintain such administrative, technical and physical safeguards, and such processes, procedures and checks to secure the Cashfree Information, as may be required under Applicable Law and/or regulations issued by any government authority, and any recommendations suggested by the Cashfree, which safeguards must be at least equal to or better than (a) the safeguards it currently has in place to protect its own data; and (b) generally accepted security standards in the financial service industry.

    3. The administrative, technical and physical safeguards, processes, procedures and checks as provided in 13.1 will be designed to:

       1. ensure against instances of data phishing, hacking and other instances of breach of security in respect of the data which is accessed or received during the processing of the data;

       2. protect the security and confidentiality of the Cashfree Information in its possession as a data processor or otherwise;

       3. ensure protection against any anticipated threats or hazards to the security and confidentiality of the Cashfree Information; 

       4. protect against unauthorised access to or use of the Cashfree Information or associated records which could result in substantial harm or inconvenience to the Cashfree; and;

       5. ensure the proper and secure disposal of such data.  

    4. Without limiting the generality of the foregoing, the Partner shall initiate all measures, which a prudent organization, in a similar situation, would take to secure and defend its systems that contain the Cashfree Information against “hackers” and others who may seek, without authorization, to modify or access its systems or software or the Cashfree Information. The Partner shall periodically test its systems for potential areas where security could be breached and shall provide such test reports to the Cashfee on regular intervals as mutually agreed between the Parties. 

    5. The Partner covenants that it shall take appropriate technical and organisational measures against:

       1. any unauthorised or unlawful processing or alteration of the Cashfree Information in the systems or software of the Partner;

       2. any resultant loss or destruction of, or damage to the Cashfree Information due to unauthorised processing or alterations; and 

       3. unauthorised or accidental access, processing, erasure, transfer, use, modification, or other misuse of the Cashfree Information and shall ensure that only authorised personnel bound by adequate confidentiality obligations shall have access to the Cashfree Information and strictly on a ‘need to know’ basis.   

    6. The Partner shall (and shall ensure that its employees, agents and subcontractors shall) in respect of the Cashfree Information: 

       1. comply with any reasonable request made or direction given by any authorised personnel of the Cashfree in connection with the requirements of any Applicable Law;

       2. not do or permit anything to be done which might jeopardise or contravene the terms of any registration, notification or authorisation under any Applicable Law;

       3. use the Cashfree Information only for the purposes of fulfilling its obligations under this Agreement and to comply with instructions given by the Cashfree from time to time in connection with use of such data, and not retain any data or Cashfree Information, other than if required by the Cashfree in accordance with the legal/regulatory obligations of the Cashfree, for as long as the Cashfree instructs;  

       4. not transfer of Cashfree Information outside India, or allow persons outside India to have access to it, without the prior written approval of the Cashfree;  

       5. take all reasonable steps to ensure the reliability of the personnel which will have access to the Cashfree Information and shall ensure that such personnel shall give a written undertaking not to access, use, disclose or retain the Cashfree Information except in performing their duties of employment; and 

       6. observe the provisions of and comply with any request made or direction given by the Cashfree in connection with any data protection laws.

    7. The Partner shall ensure that the Cashfree Information is maintained in such a way that it is protected and is not mixed or comingled with any other data including any data of its other customers or Cashfree. 

    8. The Partner agrees to be vigilant and to report any breach of this Clause 13, all violations of information security, any breaches in the security practices, control processes and all suspected security events to the Cashfree (not later than 2 (two) - 6 (six)       hours of the detection of such incident) along with details of the incident, investigation conducted by the Partner and remedial action taken.

    9. The Partner shall at all times during the tenure of this Agreement, (i) comply with the provisions of the Information Technology Act, 2000 and the applicable rules thereunder including without limitation the Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011; (ii) comply with all Applicable Laws in relation to data protection including Digital Personal Data Protection Act, 2023.

    10. The Partner shall be solely liable for Data Compromise Events, irrespective of whether the Data Compromise Events were the direct or indirect result of any act or omission of its employees or sub-contractors.

    11. The Partner shall adopt appropriate data security practices as prevalent in the industry such as PCI-DSS (Payment Card Industry Data Security Standards), ISO standards as      applicable including but not limited to preventing unauthorised access, maintaining firewalls, encryption and testing of website and systems. The Partner shall, upon request, furnish necessary information or certificates or audit reports demonstrating compliance with the security standards as applicable.  

    12. The Partner shall store and process any of Cashfree Information only in servers situated in India and shall not permit transfer of such Cashfree Information outside India without approval from the Cashfree.  

    13. Partner hereby warrants that it shall ensure that all its systems and operations which it uses to provide the Partner Services, including all systems, shall at all times be of a minimum standard required by law.

    14. Cashfree shall offer an Integration Platform, through which Partner shall integrate Partner’s System with the Cashfree API to enable Qualified Referral to create and manage payments. However, Partner agrees and covenants that API will not be used for undertaking transactions for any persons not onboarded as a Qualified Referral. 

    15. Cashfree reserves the right to confirm and approve whether Partners’ integration of Cashfree APIs complies with the Integration Requirements. If the Partner does not comply with the Integration Requirements throughout the Term, Cashfree reserves the right to terminate the Agreement.

    
    

12. MISCELLANEOUS
    
    12.1 Force Majeure: A Party affected by a Force Majeure event shall not be liable to the other Party for its delay in the performance of, or non-performance, of its obligations or any part thereof under this Agreement.  The Party affected by a Force Majeure event shall give notice of the Force Majeure event to the other Party as soon as possible. 
    
    12.2 Assignment: Neither Party shall have the right to assign its rights or obligations under this Agreement without prior written consent of the other Party. Provided however that Cashfree shall have the right to assign its rights or obligations under this Agreement to its Affiliates.
    
    12 .3.Waiver: Unless otherwise expressly stated in this Agreement, the failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
    
    12.4. Severability & Entire Agreement: If any provisions of this Agreement are held to be invalid or unenforceable, they are to that extent to be deemed omitted; and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.
    
    12.5. Notice: All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be delivered or sent by personal delivery, electronic mail, or registered or courier or certified mail (return receipt requested) postage prepaid to the relevant Party at the address as mentioned above, or such as have been notified in writing by such Party to the other no less than fifteen (15) days’ in advance.  The notices and communications sent in such manner shall, unless the contrary is proven, be deemed to have been duly received on the date of personal delivery, two Business Days following delivery, upon confirmation of transmission by the sender’s electronic mail device or ten (10) business days following mailing by registered or certified mail (return receipt requested postage prepaid to be sent to the address and email ID (both) mentioned in Clause 1.2 and 1.3.
    
    12.6. Amendment: This Agreement shall not be varied, amended or modified by any of the Parties in any manner whatsoever unless such variation, amendment or modification is mutually discussed and agreed to in writing and duly executed by both the Parties.
    
    12.7. Governing Law And Jurisdiction: This Agreement and any dispute or claim in relation to this Agreement, shall be governed by and construed in accordance with the laws of India. The Parties agree that all disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts in Bangalore, Karnataka.

    12.8 SUB-CONTRACTING: Partner may, at its expense and, upon prior written consent of the Cashfree, subcontract with any entity or person concerning the provision of the services contemplated hereunder; provided, however, that Partner shall not be relieved of any of its obligations under this Agreement by the appointment of such subcontractor and shall be solely responsible for all acts and omissions arising out of any actions or inactions of such subcontractors engaged by Partner.   

    12.9 BUSINESS CONTINUITY PLAN: The Partner shall maintain in effect a business interruption plan, including emergency data recovery policies and procedures and maintain and test business continuity and recovery procedures arising out of any outsourced activity (a “Business Continuity Plan”), which is commercially reasonable in light of the services to be provided and enter into any agreements necessary with appropriate parties making reasonable provisions for maintaining or restoring affected services.

    The Partner shall periodically test the Business Continuity Plan. Furthermore, Cashfree reserves the right to conduct occasional joint exercises for testing of business continuity and recovery procedures with Partner.  

    In the event of equipment failures, Partner shall, at no additional expense to the Cashfree, take commercially reasonable steps to minimize service interruptions and to continue to refer merchants to Cashfree in accordance with Partner’ then current Business Continuity Plan, which includes such general back-up facilities as it reasonably determines to be appropriate.  

ANNEXURE - A

A. Commission Terms:

1. Partners will be eligible for Commission (in any month) only if they have a minimum of five (5) transacting Qualified Referral with Cashfree in that particular month.

2. No referral by means other than through the Dashboard of a Prospective Merchant will be eligible for Commission.

3. Partner will be eligible for Commission only after the Qualified Referral has used Cashfree Services for a period of three (3) months. 

4. As per Annexure A.A.(iii) Cashfree will be obligated to pay monthly Commissions to the Partner once all the invoices raised to the Qualified Referral for Cashfree Services have been paid.      

5. No existing Cashfree’s merchants referred by Partner will be eligible for Commission. 

6. Review of Commission by Parties: (a) the agreed Commission will be reviewed every Six (6) months; and if there is no incremental business from the Partner in terms of GMV or new transacting Qualified Referral, no Commission will be paid to the Partner; (b) Cashfree reserves the right to revise the Commission rates and payment terms can be revised after conducting the review to adapt the Commission to align with market trends, business requirements, and other relevant factors.      

7. In case of Partners or Qualified Referrals being in gaming business, Commission will be paid by Cashfree to Partner on a quarterly basis.      

8. Cashfree reserves the right to hold on to the Commission if Qualified Referral (referred by Partner to Cashfree) is blocked by Cashfree due to any misrepresentation, misconduct, fraudulent act or omission, breach of provisions of the Merchant Agreement by such Qualified Referral during the term of the Merchant Agreement. Where a Partner refers a Qualified Merchant which is blocked subsequently for the reasons as specified above, Partner shall be liable to re-imburse the Commission received for such Qualified Referral in the 3 (three) months immediately preceding the date on which such Qualified Referral is blocked by Cashfree.            

B. Performance Standards:

1. Partner shall first onboard itself with the Cashfree by completing the requisite onboarding activities.      

2. Upon completion of onboarding, Partner shall gain access to its Dashboard where it shall (a) refer the Prospective Merchants to the Cashfree, (b) add and view the list of Prospective Merchants or Qualified Referral, (c) view and access Commission received and other reports associated with its activities under this Agreement.      

3. Partner may facilitate to carry out know-your-customer (“KYC”) completion activity for the Prospective Merchant by Cashfree and Partner shall ensure that it has taken Prospective Merchant’s consent to share its KYC documents with Cashfree. Partner represents, warrants and covenants that it has obtained valid consent from the Prospective Merchants for such purpose including sharing any personal or sensitive Confidential Information with the Cashfree. Partner shall provide such consent for verification to the Cashfree on demand.

4. Cashfree shall communicate Partner Base Rate to the Partner and the Partner shall earn Commission based on the transaction amount. 

C. Commercials: 

1. Partner Base Rates and Commission are exclusive of taxes.      

2. The taxes shall be applied and levied as per the taxation laws of India. Hence, payments to be made by Cashfree shall be liable to tax deduction at source (TDS) at the applicable rate as prescribed under the Income Tax Act, 1961 and the rules thereto. 

3. Cashfree would adhere to the related compliance like issuing TDS certificate and reporting the details of the deductions made in the prescribed formats.       

4. Invoices raised by Partner shall contain name, address, tax identification number, banking details etc.

5. Charges quoted to the Qualified Referral over and above to the Partner Base Rate will qualify as  the Commission. 

ANNEXURE - B

CODE OF CONDUCT

1. Introduction

Cashfree Payments India Private Limited, a company incorporated under the Companies Act 2013, having its registered office at Vaishnavi Summit, No. 6/B, Summit, 80 Feet Rd, Koramangala 1A Block, Bengaluru, Karnataka 560034, (“Cashfree”) provides payments solutions (including payment aggregator and gateway services) that helps businesses collect and disburse payments.

Cashfree is committed to ensure that its operations are carried out in true and full compliance of applicable laws of the land as well as regulatory directions and guidelines.

The Reserve Bank of India (“RBI”) has notified Framework for Outsourcing of Payment and Settlement-related Activities by Payment System Operators under reference CO.DPSS.POLC.No.S-384/02.32.001/2021-2022 dated August 3, 2021 (“Outsourcing Guidelines”) vide which Payment System Operators (“PSOs”) are required to put in place a Board Approved Code of Conduct (“Code”) for Direct Sales Agents (“DSA”)/ Direct Marketing Agents (“DMA”) to put in place minimum standards to manage risks in outsourcing of payment and / or settlement-related activities (including other incidental activities like on-boarding customers, IT based services, etc.). Under the Outsourcing Guidelines, PSOs must ensure that the DSA / DMA are properly trained to handle their responsibilities with care and sensitivity, particularly for aspects such as soliciting customers, hours of calling, privacy of customer information, conveying the correct terms and conditions of the products on offer, etc. PSOs must also obtain an undertaking from the DSAs/DMAs to abide by the Code.

Accordingly, Cashfree has put in place this Code in relation to its PSO services. Cashfree acts as a payment aggregator, as per the RBI’s Guidelines on Regulation of Payment Aggregators and Payment Gateways, 2020 issued vide DPSS.CO.PD.No.1810/02.14.008/2019-20, dated March 17, 2020.

The Code is designed to help DSA/ DMAs:

1. Understand their responsibility towards Cashfree as an outsourcing partner of a PSO.

2. Comply with applicable RBI’s policies, regulations, and any other obligations.

3. Document the basic principles and processes to be followed.

2. Adherence to Code of Conduct by DSA/ DMA (Partners)

This Code will be applicable to any partner or service providers acting as DSA/ DMAs (collectively, “Partners”) engaged by Cashfree.

The Partners are responsible for: (a) marketing Cashfree’s products; (b) referring prospective merchants (“Prospective Merchant”) to Cashfree; and (c) Prospective Merchants who have been duly approved as merchants by Cashfree (“Qualified Referral”). In all the foregoing cases Partner must agree to abide by this Code prior to undertaking any direct marketing operation on behalf of Cashfree. Prospective Merchant and Qualified Referral are individually referred to as a “Merchant”, and collectively referred to as “Merchants”.

Any Partner violating this Code may be blacklisted and the concerned Partner shall promptly report to Cashfree any such violation. Failure to comply with this requirement may result in permanent termination of business of the Partner with Cashfree.

3. Precautions for the Privacy and Security of Merchant’s Information

The Partner shall ensure the following precautions for maintenance of Merchant’s information with regard to privacy and security:

1. The Partner must ensure that controls are in place for maintaining the security and confidentiality of Merchant’s data which is in its possession.

2. Partner shall ensure that the access to Merchant’s information by its staff shall be strictly on a 'need to know' basis, i.e., limited to areas where the information is required to perform the outsourced function (including the marketing function).

3. The Partner must ensure that it can isolate and clearly identify Merchant’s information, documents, records and assets to protect their confidentiality. Where the Partner acts as an outsourcing agent for multiple PSOs, the Partner must ensure that there are strong safeguards (including encryption of Merchant’s data) to avoid co-mingling of information, documents, records and assets of different PSOs.

4. The Partner must also duly disclose any security breaches to Cashfree within a period of 2 hours (under applicable guidelines, cyber security incidents and breaches are required to be reported immediately by Cashfree to the RBI and within 6 hours of noticing such incidents or being brought to notice about such incidents to the CERT-In).

5. The Partner must ensure that extant instructions related to storage of payment system data shall be strictly adhered to.

4. Obligations of Partners towards Merchants
   The Partner must adhere to the following while contacting with Merchants such as follows:

   1. No Misrepresentation to the Merchants:
      The Partner shall not mislead the Merchant on any service / product offered by Cashfree; or mislead the Merchant about their business or organization's name, or falsely represent themselves or make any false/ unauthorized commitment on behalf of Cashfree for any facility/service.

      The Partner must also ensure that no confusion is caused among Merchant as to whose products/ services they are availing, such as by providing clear information and visible branding on the products of Cashfree made available by the Partner.
      
      

   2. Training to Partner’s employees
      The Partner must ensure that its employees are properly trained to handle their responsibilities with care and sensitivity, particularly for aspects such as soliciting Merchants, hours of calling, privacy of customer information, conveying the correct terms and conditions pertaining to Cashfree’s products/ services on offer, professionalism, including ensuring the confidentiality of Merchant’s information, etc.
      
      

   3. No gifts/ bribes from Merchant
      The Partner must not provide any gifts or bribes of any kind to the Merchant or any third party. The Partner must not accept any gifts or bribes of any kind from the Merchant or any third party. If any Partner is offered a bribe or payment of any kind by a Merchant then such Partner must report the offer to his/her management and subsequently to Cashfree.

      
      

5. Obligations of the Partner towards Cashfree

   The Partner must adhere to the following while referring Merchants to Cashfree:

   1. The Partner must adhere to the Outsourcing Guidelines. The Partner must also comply with all other applicable laws including applicable privacy, customer / consumer and prudential laws.

   2. The Partner shall permit Cashfree / its appointed agencies and the regulators to conduct security audits.

   3. If the Partner decides to engage any sub-contractors for the purpose of its services to Cashfree, it must obtain prior written consent of Cashfree for such engagement.

   4. Any communication with respect to Merchant sent to Cashfree by the Partner should be only in the mode and format as agreed in the agreement between Cashfree and Partner.

ANNEXURE - C

PROHIBITED SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;

2. Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne, except where authorisation has been granted by the relevant State government/authority;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other goods enabling unsolicited email messages (Spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

8. Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

9. Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

10. Counterfeit and unauthorized goods which includes replicas or imitations of designer Goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

13. Endangered species, which includes plants, animals or other organisms (including goods, derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content except skilled based gaming;

15. Government IDs or documents which includes fake IDs, passports, diplomas, and 

16. Noble titles;

17. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;

18. Illegal Goods, which includes materials, goods, or information promoting illegal goods or enabling illegal acts;

19. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

20. Offensive goods, which includes literature, goods or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;

21. Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;

22. Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other goods requiring a prescription by a licensed medical practitioner;

23. Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;

24. Regulated goods which includes air bags; batteries containing mercury; freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

25. Securities, which includes stocks, bonds, or related financial goods;

26. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related goods;

27. Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related goods;

28. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

29. Wholesale currency, which includes discounted currencies or currency exchanges;

30. Live animals;

31. Multi-Level marketing collection fees;

32. Matrix sites or sites using a matrix scheme approach;

33. Work-at-home information;

34. Drop-shipped merchandise;

35. Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals;

36. Cryptocurrency exchanges, platforms dealing in cryptocurrency trading;

37. The Merchant shall not sell, purchase, provide or exchange a cardholder’s name or MasterCard / Visa Account Number, information in any form obtained by reason of a MasterCard/ Visa Card Transaction to any third party other than its MasterCard/ Visa Acquiring Member, Citrus Pay, Or pursuant to a government /statutory or competent body’s request;

38. Pyrotechnic Devices, Combustibles, Corrosives and Hazardous Materials Which Includes Explosives, Fireworks and Related Goods; Toxic, Flammable, And Radioactive Materials and Substances

39. Regulated Goods Which Include Air Bags; Batteries Containing Mercury; Freon or Similar Substances/Refrigerants; Chemical/Industrial Solvents; Government Uniforms; Car Titles; License Plates; Police Badges and Law Enforcement Equipment; Lock-Picking Devices; Pesticides; Postage Meters; Recalled Items; Slot Machines; Surveillance Equipment; Goods Regulated by Government or Other Agency Specifications

40. Any goods or service, which is not in compliance with all Applicable Laws and regulations whether federal, state, local or international including all laws of India.