Terms of Use (without prejudice)

1. Applicability:

• By accessing and browsing the Mpurse Services Private Limited website https://www.mpurse.co.in/ or by using and/or downloading any content from the Site or Installing Any Part of The Service whichever earlier, you agree to and accept the Terms and Conditions (T&C) as set forth below.
  

• 2. Acceptance:

  By accessing website for availing Mpurse Payment Services (Gateway/Aggregation) or by entering into an agreement (online or offline or otherwise) to become authorised user of Mpurse's payment services as Merchant you accept this T&C as well as T& C of facility providers of Mpurse including but not limited to card association such as Visa, Mastercard, NPCI (RuPay) etc. with whom Mpurse has or may have arrangement to facilitate payment services. The T&C shall be deemed to have been formed at Mpurse's corporate office at AIHP Horizon, 5th Floor 445, Udyog Vihar, Phase-5 Gurugram, Haryana-122016.
  

• 4. Protection of Credential:

  You are required to keep credential (ID and password) provided by Mpurse or generated on Mpurse portal secret and confidential and for any compromise with credential at your end, Mpurse will not be responsible while you will be held responsible for loss caused to Mpurse if any.
  

• 5. Interpretation of this T & C:

  This T&C shall govern the terms of use of Mpurse Payment Aggregation/Gateway Services ("Mpurse Payment services") in addition to terms of any specific agreement, Application Form entered into between you and Mpurse for the Mpurse Payment Services and in case of any conflict between such agreement and this T&C relevant clause of this T&C and agreement will be interpreted harmoniously.
  

• 6. Modification:

  Mpurse reserve the right, at its sole discretion to modify the terms of this T&C at any point of time without any prior written notice. Any modifications will be effective immediately upon the date of posting of the modified T&C on its website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services after such changes shall be considered as acceptance of modified T&C. You are required to keep yourself updated with T&C.
  

• 7. Governing Law:

  This T&C is an electronic record in terms of Information Technology Act, 2000 and its subsequent amendments. This T&C is governed by the Laws of India and rules and guidelines set by Reserve Bank of India, Financial institutes, Card Companies, Facility Providers from time to time.
  

• 8. Data Protection:

  All the data processed under this T&C is subject to the Data Privacy Regulations under applicable laws. Merchant shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the "Privacy Regulations"). You will neither collect nor share with Mpurse personal information of your customer which is not required for provisioning of any services or supply of goods and completion of payment in that connection. Before sharing any personal data with Mpurse you will be required to express consent from your customer in this connection.
  

• 9. Confidentiality:

  You hereby agree to keep all information about Mpurse and your customers confidential which are not available in public domain, but you will come to know due to arrangement between You and Mpurse with respect to Mpurse Payment Services and disclose to them only with whom you have/will have arrangement of confidentiality and only on the basis of need to know.
  

• 10. Indemnity:

  You hereby undertake and agree to indemnify, defend and hold harmless Mpurse and the Facility Providers including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
  
  • Breach or non-performance by you any of your undertakings, warranties, covenants, declarations or obligations under this T&C;
  
  • Breach of confidentiality and intellectual property rights obligations by you;
  
  • Any claim or proceeding brought by the Customer or any third party against Mpurse and/or the Acquiring Banks in respect of any Products or Services offered by you;
  
  • Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by you, its employees, contractors, agents, Customers or any third party;
  
  • Chargebacks or Refunds relating to the Transactions contemplated under this T&C or/and an Agreement entered between your and Mpurse;
  
  • Breach of law, rules regulations, legal requirements (including RBI regulations, Facility Providers rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Bank/ Institution is incorporated/registered/established; or
  
  • Any fines, penalties or interest imposed directly or indirectly on Mpurse on account of you or Transactions conducted through the Merchant under this T&C and/or an agreement between you and Mpurse.
  
  • The indemnities provided herein shall survive the termination of this T&C.
  
  

• 11. Warranty:

  Mpurse and the Facility Providers disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Merchant acknowledges that Mpurse and the Facility Providers may not be uninterrupted or error free. In case of interruption in Mpurse service or that of Facility provider only remedy will be endeavour to restore the services.
  

• 12. Limitation of Liability:

  Mpurse shall not be liable for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.), whether under contract or in tort, and even if the you had been advised of the possibility of such damage or loss. In no event Mpurse shall be held liable to you, the Customers or any third Party.
  

• 13. Inspection and Audit:

  Mpurse shall have right to audit and/or inspect periodically the system and your records (including but not limited to your Refund and return policy, infrastructure, Customer Grievance Policy, T&Cs, etc.) by its internal or external auditors or by its agents appointed to act on its behalf, in order to ensure your compliance with the obligations with respect to Services rendered under this T&C and applicable laws and to obtain copies of any audit or review reports and findings made on you in connections with the Services undertaken hereunder.
  You agree that you will allow Mpurse, its management, its auditors and/or its regulators, the opportunity to inspect, examine and audit your operations, system and records which are directly relevant to the Services.
  RBI, statutory, regulatory, Mpurse or any authority vested with such rights shall be entitled to cause an inspection to be made on you and your books and account by one or more of its officers or employees or other persons.

• 14. Intellectual Property:

  Each Party shall retain all ownership rights, title, and interest in and to its own Products and Services and all intellectual Property Rights therein, subject only to the rights and licenses specifically granted in writing.
  

• 15. Force Majeure:

  Mpurse and the Facility Providers shall not be liable for any failure to perform any of its obligations under this T&C if the performance is prevented, hindered, or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each Party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.
  "Force Majeure Event" means any event due to any cause beyond the reasonable control of Mpurse, and the Facility Providers , including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.
  

• 16. Jurisdiction and governing law:

  The laws of India only and no other nation shall govern these Terms and Agreement. The Parties agree to submit to the exclusive jurisdiction of the Courts located in New Delhi, India as regards any claims or matters arising under or in relation to these T&C.
  

• 17. Disclosure of Information:

  Mpurse will be entitled at any time to disclose information concerning the Merchant to any authorised assignee, Facility Providers or to its own employees or directors basis in connection with the Payment Gateway/Aggregation facilities provided by Mpurse. This clause shall survive the termination of these Terms and Agreement. You shall not, without the prior written consent of Mpurse, the Facility Providers, disclose the identity of any Customer who has entered into a Transaction or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to such Customers other than for the purposes of this these Terms and Agreement except where:
  
  • information already known or independently developed by the recipient prior to or independent of the disclosure;
  
  • information in the public domain through no wrongful act of the recipient,
  
  • information received by the recipient from a third party who was not under any legal impediment to disclose it,
  
  • information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction to the extent specified in the order.
  

• 18. Representation:

  • The individual accepting this T&C certifies that he/she is an authorized principal, partner, officer, or other authorized representative of Merchant, is thereby fully authorized to bind Merchant to contractual obligations and is authorized to provide the information contained in this Application.
  
  • The Organisation on behalf of individual accepting this T&C is authorised to carry on business for which payment services is proposed to be taken from Mpurse.
  
  

• 19. Customer Grievance:

  You agree to have adequate mechanism to handle customer grievance, customer complaint, refund process and chargeback and policy thereon disclosed on your website in compliance with the guidelines of RBI in that connection or any law for the time being in force in addition to this T&C.
  You agree to have publicly disclosed customer care contact number and email id as well as the same of grievance officer on your platform/website.
  

• 20. Compliance of Guidelines:

  You agree to keep yourself updated on various guidelines issued by RBI or any appropriate authority from time to time including but not limited to on KYC, Prevention of Money-Laundering, Customer Grievance, Refund, Charge Back, data privacy etc and compliance of such guidelines/direction/order.
  

• 21. Prohibited Item :

  You hereby agree that you will not deal in product and services.
  
  • for which you are not authorised to deal in; or
  
  • product and services which is prohibited by law any law for the time being in force; or
  
  • which is illegal and against the public policy;
  
  • expressly provided in payment service agreement.
  
  

• 22. Notices:

  • Any notice, direction or instruction given under these Terms and/or Agreement to Mpurse shall be in writing and delivered by hand, post, to Mpurse Services Private Limited, AIHP Horizon, 5th Floor 445, Udyog Vihar, Phase-5 Gurugram, Haryana-122016 or by email at legal@mpurseservices.com.
  
  • Notice will be deemed given: In the case of hand delivery or registered mail or e-mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party;
  
  • Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this these Terms and Agreement for the purpose of rendering the services.
  
  

• 23. Arbitration:

  You will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to these Terms and Agreement. Failing such amicable settlement, the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 (and any subsequent amendment to this act) shall govern the arbitration proceedings. The arbitration shall be held in New Delhi, India. The language of arbitration shall be English and the arbitral award shall be final and binding on both the Parties. The arbitration proceedings will be held before the sole Arbitrator appointed by mutual consent of both the Parties. Any arbitration award will be final and binding on the Parties, and judgment there on may be entered in any court of competent jurisdiction. These T&C and Agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of New Delhi shall alone have jurisdiction in all matters.