Website Merchant Terms and Conditions

Terms & Conditions for Usage of Website of Vampay Fintech Private Limited

Last Updated: 1 st June ,2024

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. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

By accepting the terms or by accessing, using, or availing any part of the Service, You expressly agree to and consent to being irrevocably bound by these “Terms and Conditions” and all of the terms set out herein. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the Vampay Site or other portals, or the Services being provided under these Terms and Conditions. Your acceptance of these Terms and Conditions will operate as a binding agreement between “You” and Vampay Fintech Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 11/G, Khira Nagar Bldg., C/1, S.V Road, Santacruz (West), Mumbai, Maharashtra, India-400054 ("Vampay" or “Us”) in respect of Your use of the Services.

Vampay’s is provided separately on the website and is an integral part of these Terms and Conditions. Thus, while accepting these Terms and Conditions, You are confirming that you have read and unequivocally accepted our Privacy Policy.

  1. Registration
    1. You may have to register on the Vampay’s Website before accessing the complete dashboard made available to You for the rendition of Services by Us to You.
    2. The registration on the website does not in any event empower You to use the Services unless You have accepted the appropriate agreement for Services. The terms and conditions for the rendition of Services shall be governed by another applicable appropriate agreement such as a payment aggregation service agreement or a pay-out service agreement.
    3. However, for any reason whatsoever You choose to activate the Services without first accepting the applicable appropriate agreement, in that case, it would be deemed that You have also accepted the appropriate terms of the agreement impliedly by Your conduct to accept the Services. You would, in that case, be bound by the appropriate terms of the relevant agreement in relation to the Services and We shall have all right, title, and interest in enforcing the terms and conditions of such appropriate agreement. The terms of service are provided in General Terms and Conditions to Vampay’s Services – Schedule A read with Special Terms and Conditions to the specific services.
    4. The details that You have utilized for the creation of the Login ID and Password are privy to You or Your organization. We have no manner to access the details of Your Login ID or Password. You would be solely responsible for sharing Your Login ID or Password with anyone other than Yourself or within Your organization.
    5. The Login ID and Passwords are key to the dashboard and acceptance of Services. The access granted to a person through Login ID and Password will empower to switch on and switch off the Services, move funds and pass on instructions to Us which We would rely upon to process the transactions. In such a scenario, You or Your organization should ensure that the Login ID and Password are preserved and are shared with a trustworthy person within the organization.
  2. Completion of KYC Details and Acceptance of Contract
    1. Your onboarding with Vampay shall take place in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the Reserve Bank of India or any other regulatory authority.
    2. You shall be required to submit to Vampay all the necessary documents and details as may be required by Vampay to complete Your onboarding in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the Reserve Bank of India or any other regulatory authority.
    3. Your failure to share the required documents or details in accordance with our internal Merchant Onboarding and Know Your Customer Policy shall entitle Vampay to put Your onboarding on hold. Vampay may also refrain from providing access to the Vampay Platform or Services in the event, You fail to provide such documents as required by Us. Vampay may choose to on a case-to-case basis activate certain Services in case the documents as sought by Us are not provided by You. However, such an accommodation will not entitle You to continue with the use of Services unless the KYC exercise is completed in accordance with the applicable law.
    4. You shall ensure that the documents so provided are true and correct. You shall also provide the original of the documents so produced to Vampay to complete the exercise related to onboarding for verification.
    5. We may choose to call for further or additional documents or require You to resubmit the document in accordance with the prescribed guidelines for verification of Your details during the course of the rendition of Services.
    6. We shall not take any responsibility for the verification of the validity, veracity, or genuineness of the documents so submitted.
    7. Failure to provide correct details or to not provide relevant details or to cheat Vampay to provide Services by providing false information would entitle Vampay to terminate the Services with immediate effect and without any notice whatsoever. Vampay shall also be entitled to hold the settlement amount for a period of at least 180 days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.
    8. Vampay shall keep the documents and details submitted to it confidential and shall not disclose such information to any third party except to law enforcement agencies if such law enforcement agencies call for such information. Vampay may use the documents and details so submitted for rendering additional Services to You.
    9. You shall also accept the agreement and other terms and conditions of Services that we require You to accept in respect of a Service or a transaction.
    10. You shall not, in any event, undertake Services of Vampay for the business as enlisted in Attachment A to these Terms and Conditions. You shall also not misrepresent that You shall take Services for a line of business that is permitted and not disallowed by Vampay but instead use the Services for a Negative, Risky and Restricted Categories of business as enshrined in Attachment A. In case, You showed any indulgence by using the Services of Vampay for the Negative, Risky and Restricted Categories of business, Vampay shall be free to take appropriate legal remedy against You and all the necessary steps available to it in law. Vampay shall be free to report Your indulgence in the Negative, Risky and Restricted Categories of business to the relevant authorities for necessary action.
  3. Access to Dashboard
    1. After You have registered on the Vampay Website, Vampay will provide you with the access to Vampay Platform and the Dashboard. With access to Dashboard, You would be able to activate and deactivate Services that You wish to receive or no longer wish to receive from Us.
    2. The Dashboard will be accessible through the Login ID and Password. Anyone who will have access to the Login ID and Password will be able to manage and control the Services and the transactions. In such a case, You or Your organization should ensure that who has the access to the Login ID and Password to the Dashboard.
    3. We shall make the Services available through the Dashboard once We have received all the KYC-related documents and You have accepted the terms and conditions to the agreement in respect of the appropriate services.
  4. Contents of the Website of Vampay
    1. The contents of the website of Vampay are proprietary to Vampay and You will not have any authority to claim any intellectual property rights, title, or interest in the contents of the website of Vampay.
    2. The structure, colour, and other creative details of the Dashboard are proprietary to Vampay and You will not have any authority to claim any intellectual property rights, title, or interest in the creative details of the user interface of the Dashboard.
    3. You and We acknowledge that any trademarks, copyrights, or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.
    4. Except as expressly set out, no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and conditions. "Intellectual Property Right" means any and all patents, copyrights, trade secret rights, trademark rights, design rights, software code, and other proprietary or similar rights in intellectual property, existing now or in the future, including the rights to secure registrations, renewals, and extensions thereof.
    5. Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other Party, and the user shall be in compliance with this Agreement and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.
    6. No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of the other Party.
    7. Each Party acknowledges that upon expiry or termination of this agreement, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
    8. It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry 'Merchant' and 'Vampay' service marks or the appropriate Merchant and Vampay marks as may be agreed between the Parties.
  5. API Integration with Vampay
    1. You shall not integrate with Vampay for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case, You choose to integrate Services without complying with the request in this clause, Your Services would be liable for termination by Vampay with immediate effect.
    2. Vampay has integrated the Vampay Platform with several financial institutions. The integration of the Vampay Platform is done in accordance with the documentation of the Application Programming Interface (‘API’) so provided by the financial institutions.
    3. You may choose to integrate with the APIs provided by Vampay in accordance with the documentation provided by Vampay for such integration. You shall be responsible for such integration with the Vampay Platform.
    4. Vampay shall be responsible for the maintenance, development, and management of the Vampay Platform. Vampay shall also ensure to secure the Vampay Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or Reserve Bank of India or any other regulator. Vampay shall ensure to take steps related to business continuity and disaster recovery of the Vampay Platform in accordance with prescribed guidelines.
    5. You shall ensure that its website or its web application is secured in accordance with the prescribed guidelines issued by the Reserve Bank of India from time to time. You shall not store any card data on its website or web application. You shall avail tokenization services for processing the transactions.
    6. An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 hrs of such an incident. Parties shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.
    7. You shall ensure that it keeps logs of all the transactions and necessary details about its Customers that are availing goods or services from its platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
    8. Vampay may call upon You to share the relevant information about the transactions with the Customer or the information gathered by the Merchant about the Customer for its internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
    9. Vampay shall provide the Merchant encryption key or an activation key for activation of the Services. Merchant shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the website of the Merchant.
  6. Fraudulent Transactions
    1. You shall not engage in any form of fraudulent transactions and use the Services of Vampay for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the customer by You while using Services of Vampay shall be reported to the relevant law enforcement authorities. Vampay shall also keep a right to withdraw such Services in such a case.
    2. In the event, Vampay is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument, then Vampay shall be entitled to suspend the settlement of the amount associated with the fraudulent transaction during the pendency of inquiries, investigations, and resolution thereof by the Acquiring Bank or the Card Payment Network. If the fraudulent transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback as set out under the terms of the agreement.
    3. Further, Vampay also reserves the right to close, suspend, limit or put on hold the access to Your account with Vampay and/ or the funds available therein, including Settlements Amount under inter alia the following scenarios:

      I. If such Your KYC credentials are found to be ingenuine or fake.

      II. If You make an incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation.

      III. For violation of any of the provisions of these Terms and Conditions.

      IV. For violation of any of the provisions of any other agreement that the Merchant has entered into or might enter into with Vampay; and

      V. For violation of any of the applicable laws by the Merchant.

    4. Such right to close, suspend, limit or put on hold the Merchant's access to the account with Vampay shall continue till such time that the Merchant submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Vampay without prejudice to any other legal remedy that Vampay is entitled to prefer as per applicable law.
    5. It is agreed between the Parties that in the event any amount to be received from the Merchant by Vampay due to excessive chargeback or refund or any other issues relating to any complaints of the Merchant’s Customers and is over and above the amount which has been withheld by Vampay, Vampay shall have a right to raise an invoice relating to such payments to be made and the Merchant agrees to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by the Merchant shall be subject to interest, chargeable at the rate of two percent (2%) per month after the expiry of 15 days.
  7. Representations & Warranties
    1. Each Party represents warrants and undertakes that:

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

      II. 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.

      III. Its obligations hereunder constitute a legal, valid, binding, and enforceable obligation.

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

      V. 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.

      VI. The Merchant represents, warrants, and declares that it is not engaged in any business outlined in the list of the Negative, Risky and Restricted Categories of business as provided under Attachment A to these Terms and Conditions, and shall not during the term of the Agreement indulge in business stated in the list of the Negative, Risky and Restricted Categories of business.

  8. Confidentiality
    1. Each Party acknowledges and agrees that in connection with this Agreement, the receiving party shall not disclose to any third party any Confidential Information of the disclosing party that it may have access to during and in connection with its performance of Services hereunder. Confidential Information means all information or data of a confidential nature, software code, application, network configuration, documents, accounts, business plans, products, promotional and marketing plans, and processes and/or any other information in whole or in part of either Party.
    2. Merchant shall ensure that either the Merchant or any of its employees shall not reverse engineer, decompile or disassemble any software shared/disclosed by Vampay.
    3. Each party acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that the disclosing party shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
    4. Each party (the receiving party) will notify the other party (the disclosing party) immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by the receiving party. The receiving party will cooperate with the other party in every reasonable way to help the disclosing party regain possession of such Confidential Information and prevent its further unauthorized use.
    5. The obligations set out in this Clause shall not apply to Confidential Information that:

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

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

      III. is independently developed by the receiving Party;

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

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

      VI. is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the receiving Party to the disclosing Party, in order that the disclosing Party may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the receiving Party and/or its Affiliates.

  9. Indemnification & Remedy
    1. Notwithstanding anything contained in these Terms and Conditions, the Merchant hereby undertakes and agrees to indemnify, protect against liability and hold harmless Vampay against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Vampay on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to any claim or proceeding brought by any person other than a Party to the Agreement against Vampay in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Merchant, its employees, contractors, agents, Customers or any person other than a Party to the Agreement in relation to services rendered or goods sold by the Merchant.
    2. Should any proceedings be undertaken, which may give rise to either party’s liability under this Agreement, the other party shall provide such party with a written notice within a period of 5 days and an opportunity to participate and defend in any such proceedings to represent its interest appropriately.
    3. In the event of a dispute raised by either Party in relation to indemnities as stated in this clause, the amount claimed as indemnities by the indemnified party shall be deposited by the indemnifying party with the arbitrator so appointed in terms of the Agreement on the first hearing of the arbitration to secure the claims of the indemnified party.
    4. The clause relating to indemnity shall survive the termination of this Agreement. However, the claims for indemnity should arise before the date of termination of this Agreement. The Parties shall not be entitled to make any claim relating to indemnities after 1 (one) year from the date of termination.
  10. Limitation of Liability
    1. Notwithstanding anything stated under this Agreement including the obligation to indemnify the Merchant, the aggregate liability of Vampay to the Merchant from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding one (1) month’s aggregate Consideration earned by Vampay under this agreement from the date of occurrence of such liability.
    2. Provided that Vampay shall not be liable to the Merchant for any special, incidental, indirect or consequential or direct damages, damages from loss of profits or business opportunities even if the Merchant shall have been advised in advance of the possibility of such loss, cost or damages.
    3. In no event shall Vampay be liable to the Customers or any third party.
    4. In no event shall the Escrow/Nodal Bank or the Acquiring Bank be liable to the Merchant in relation to this Terms & Conditions or in relation to any claim by a third party.
    5. The Vampay shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to the Merchant for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which Merchant would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of the Merchant unless such liability becomes due and payable; (d) Merchant shall not be entitled to recover for the same event twice. (f) the amount that is recoverable by the Merchant from an insurance policy or from third parties. (g) the amount for which provision, allowance, or reserve has been made.
    6. The Parties shall have rights to mitigate the losses or damages or claims of indemnities either from the Party to the Agreement or from third parties. Parties shall be within their rights to terminate the Agreement without any notice by written communication to mitigate their losses or damages.
  11. Disclaimer
    1. Vampay will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, notwithstanding anything in this Agreement, the Merchant acknowledges that Vampay Site, Vampay Services, and the Acquiring Bank’s Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive, or corrupting code, program, or macro and Vampay and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose.
    2. The Merchant also acknowledges that the arrangement between one or more Acquiring Banks and Vampay may terminate at any time and services of such Acquiring Banks may be withdrawn. Vampay shall not be liable to the Merchant for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, Vampay Services, interruption or stoppage of Vampay Site, hacking or unauthorized access to the Vampay Services, non-availability of connectivity between the Merchant Site and Vampay Site, etc.
    3. Vampay shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iv) quality and service-related claims pertaining to the Merchant services.
    4. In addition Vampay and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Merchant’s acts or omissions; (ii) results from actions taken by Vampay or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond Vampay control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of Force Majeure event.
    5. Vampay’s sole obligation and the Merchant’s sole and exclusive remedy in the event of an interruption in Vampay Site, or loss of use and/or access to Vampay Site, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.
  12. Force Majeure
    1. Force Majeure shall be 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, general strikes, riots, war (declared and undeclared), rebellion, sabotage, computer hacking, unauthorized access to computer data and storage devices, computer crashes.
    2. The 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 these Terms and Conditions. The party affected by a Force Majeure event shall give notice of the Force Majeure Event to the other party as soon as possible.
  13. Data Protection
    1. The Merchant shall ensure such administrative, technical, physical safeguards and processes, procedures, and checks including to secure the information which is received from any customer in relation to a card as may be required under applicable law and which safeguards shall be equal to or better than:

      I. safeguards currently it has in place for its own data.

      II. generally accepted security standards in the financial services industry

    2. The administrative, technical, and physical safeguards, process, procedure and checks as provided for in clause (Data Protection) shall be designed to:

      I. protect the security and confidentiality of the information of the customer in the possession of the Merchant;

      II. ensure protection against any anticipated threats or hazards to the security or confidentiality of the Customer information;

      III. protection against unauthorized access to or use of the information of the customer or associated records which could result in substantial harm or inconvenience to Vampay;

      IV. ensure the proper and secure disposal of such data;

    3. Without limiting the generality of the foregoing, the Merchant shall initiate all measures that a prudent organization, in a similar situation would take to secure and defend its systems that contain the information of the customer, against the ‘hackers’ and who seek without authorization, to modify or access its system or the information of the customer. The Merchant shall periodically test its system for potential areas where it could be breached.
    4. The Merchant covenants that it shall take best efforts against:

      I. any unauthorized or unlawful processing or the alteration of the information of the customer in the system of the Merchant.

      II. any resultant loss or destruction of, or damage to, the customer information due to unauthorized processing or alteration;

      III. unauthorized and accidental access, processing, erasure, transfer, use, modification, or other misuses of information of the customer, and shall ensure that only authorized personnel bound by adequate confidentiality obligation shall have access to the information of the customer on strictly ‘need to know basis’;

    5. The Merchant shall ensure that the information of the customer is not mixed or mingled with information of other customers.
    6. The Merchant shall be vigilant to report any breach of this clause (Data Protection), all violations of information security, any breaches in the security practice, control process checks of the Merchant, and all suspected security events within 12 hours of such event or breach to Vampay and shall also immediately intimate all the concerned representatives and employees of Vampay which interact with the Merchant on regular basis.
  14. Miscellaneous
    1. Vampay may assign, in whole or in part, the benefits or obligations of this Agreement by providing a thirty (30) days prior intimation of such assignment to the Merchant, which shall be binding on the Parties to this Agreement.
    2. 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.
    3. If any provision of this Agreement is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any Court/Tribunal of competent jurisdiction holds any of the provisions of this Agreement unlawful or otherwise ineffective, the remainder of this Agreement shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
    4. It is agreed and clarified that this Agreement is on a non-exclusive basis and the Parties are at liberty to enter into similar agreements with others.
    5. This Agreement constitutes the entire Agreement and understanding between the Parties and supersedes any previous agreement or understanding or promise between the Parties, relating to the subject matter of this Agreement. All Schedules, Recitals and Annexure to this Agreement shall be an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement.
    6. 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.

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