In
connection therewith, subject to and on the terms and conditions set out
herein, Seeam Pay has agreed to provide the Seeam Pay Services (defined
hereinafter) to you (The Merchant/ the user) and you, hereby, agree to avail
the Seeam Pay Services.
You
hereby agree and understand that all information and data collected and used by
Seeam Pay shall be in accordance with Seeam Pay’s privacy policy (available
here).
1. DEFINITIONS
1.1. “Customer” means any person who
contracts with you for purchase of goods and/or services and makes a payment or
remittance thereunder.
1.2. “Customer Payment Amount” means the
amount paid by the Customer to you, using the Service, for purchase of any
goods and/or services.
1.3. “Processing Mechanism” means the
payment mechanism through the internet or such other mode of payment and
delivery as may be notified by Seeam Pay from time to time, including but not
limited to Immediate Payment Service (IMPS), National Electronic Funds Transfer
(NEFT), Real Time Gross Settlement (RTGS) and UPI (defined hereinafter).
1.4. “Transaction” shall mean an
electronic financial transaction undertaken using the Seeam Pay Services.
1.5. "UPI" means the unified
payment interface, which is a payment system that powers multiple bank accounts
into a single payment network of participating banks permitting merging several
banking features, seamless fund routing & merchant payments.
2. ELIGIBILITY TO USE
2.1.
You expressly acknowledge and agree that: (i) you are a legal person; (ii) you
are capable of entering and authorized to enter into a legally binding
agreement; (iii) your employees, officers, representatives, and other agents
accessing Seeam Pay are duly authorized to access the Seeam Pay Service and to
legally bind you to these terms and all actions; (iv) all registration
information you submit is accurate and truthful; (v) you will maintain the
accuracy of such information; (vi) you are not barred or otherwise legally
prohibited from accessing or using Seeam Pay's Services under the laws of
India; (vii) you are an entity duly constituted and validly existing under
Indian law, (viii) expressly acknowledges and agrees that use of the Seeam Pay
Services is permitted only for those who are physically located in India at the
time of registration, linking to any offering forming part of the Seeam Pay
Services and processing/undertaking a Transaction.
2.2.
To avail the Seeam Pay Services, you should be business entity holding an
active Indian mobile number and bank account.
3. SCOPE
3.1.
Seeam Pay Services include a dashboard service, an API service and such other
value-added services such as bill payment services,etc as may be notified by Seeam
Pay from time to time at its sole discretion. Please refer to the terms and
conditions specifically for such value-added services.
3.2.
Seeam Pay reserves the right to add, change, modify, discontinue and/or remove Seeam
Pay Services and/or any terms and/or any policy, including features, offers and
specifications of products described or depicted, temporarily or permanently,
at its sole discretion, at any time, without notice and without liability.
3.3.
Any changes or modifications to these terms will be effective immediately upon
posting the revised terms and conditions on the platform and due to such
changes or modifications your rights which you were entitled to receive/use may
be waived by the Company.
3.4.
Continued participation by you shall be deemed acceptance by you of any revised
term and conditions.
3.5.
Without prejudice to the generality of the foregoing, Seeam Pay shall be
entitled to undertake enhancements for customer experience and transaction
security in its absolute discretion. For the avoidance of any doubt, it is
clarified that enhancements may also be in the nature of optimisation
procedures, both manual and machine learning based, for different modes of
payments in order to improve the payment performance.
3.6.
You acknowledge and agree that you shall be required to provide up to date,
correct and accurate information, including its mobile number registered with
the relevant bank, email address, and any other information, details as maybe
required by Seeam Pay from time to time..
4. PAYMENTS
4.1.
By accepting these terms, you expressly authorise Seeam Pay to hold, receive,
disburse and settle funds on your behalf. Such authorisation shall permit Seeam
Pay to receive Customer Payment Amounts pursuant to a Transaction into a Seeam
Pay’s account to further process each Transaction. Seeam Pay shall process and
transfer such payments received by it to the bank account designated by you for
this purpose at the time of registration and/or any such account as instructed
by you (“Merchant Account”). The authorization provided herein under shall
remain in full force and effect until specifically terminated.
4.2.
By accepting these terms and conditions, you also expressly authorise Seeam Pay
to hold, receive and settle funds on your behalf to such other value added
services as may be opted & instructed by you on the permitted use of the
application.
4.3.
Seeam Pay shall initiate transfer of the relevant Customer Payment Amount
received by it to the respective Merchant Account within banking days from the
date of receipt of the relevant Customer Payment Amount, after deduction of Seeam
Pay Fees and charges as agreed under these terms and conditions. For clarity,
you acknowledge that Seeam Pay shall be liable to settle Customer Payment
Amounts only upon actual receipt thereof.Seeam Pay Fees and charges are non refundable.
5. REPRESENTATIONS, WARRANTIES AND COVENANTS:
5.1
You hereby represent, warrant and covenant to Seeam Pay that:
5.1.1.
all information submitted by you to Seeam Pay is and shall during the tenure of
the engagement be maintained as true, correct and accurate in all respects;
5.1.2.
you are not barred or otherwise prohibited from accessing or using Seeam Pay
Services in any manner;
5.1.3.
you are and shall, during the tenure of this engagement, remain at all times
the legal and beneficial owner of the Merchant Account and keep all details
thereof up to date;
5.1.4. all goods and/or services provided by you to a
Customer shall be lawfully sold/provided and that you shall not sell/ provide
products that are or may be perceived as illegal, offensive or prohibited and
such other Services.
5.1.5.
you shall not impersonate any person or entity, falsely claim or otherwise
misrepresent an affiliation with any person or entity, or access the accounts
of others without permission, forge another person’s digital signatures or
perform any other fraudulent activity.
5.1.6.
you shall promote Seeam Pay Services at your place of business and website;
5.1.7.
There is no claim, proceeding or governmental investigation of any nature
pending, nor have you received any notice in respect of any of the foregoing
matters, nor do you have any knowledge in respect of any such matters, which
may impair you from undertaking its obligations or from SEEAM PAY from
enforcing its rights.
5.1.8.
That you and you employees, agents, sub-contractors and other representatives
will not do any act: (i) that would be in contravention with SEEAM PAY’s
internal anti-bribery and anti-corruption policies, or which would amount to
the paying of a bribe; (ii) that would amount to a breach of any Applicable Law
or any international, legislation, regulation including without limitation any
law regulations, orders, practices and standards dealing with anti-bribery
and/or anti-corruption.
5.1.9.
you shall strictly adhere to the provisions of UPI procedural guidelines as
issues by NPCI, RBI and any other relevant guidelines as maybe applicable from
time to time.
5.1.10
you shall promptly provide all information and assistance as may be required by
Seeam Pay from time to time in dealing with requests or queries of any
governmental authority or judicial/quasi-judicial authorities;
5.2.
You agree to provide KYC and similar relevant details & documents to Seeam
Pay, in electronic and physical form, as may be required by Seeam Pay. Also,
you hereby authorise Seeam Pay to use your KYC and details for all such
services that Seeam Pay may offer, by itself or through third parties, from
time to time.
5.3.
You authorise Seeam Pay to read and access messages on the device utilising the
Seeam Pay Services for retrieval and use for the enhancement of Seeam Pay’s
Services.
5.4
You understand that the QR Code which shall be generated by Seeam Pay for it is
unique and specific to you and that you shall at all times maintain the secrecy
of this QR Code. Specifically, you agree and acknowledge that Seeam Pay shall
not be liable in any manner whatsoever for any negligence or misuse of the QR
Code by you or your agents, employees, representatives or Customers.
5.5.
You agree and understand that at the time of registration with Seeam Pay, a
username and password shall be generated which enables you to access your
unique and personal dashboard on Seeam Pay interface and view Transactions. You
shall not share the username and password with other persons and acknowledge
that such sharing shall cause irreparable harm to Seeam Pay and that you shall
be liable to indemnify Seeam Pay for any loss or damage suffered as a result of
any unauthorised use.
5.6.
Seeam Pay shall provide you details of Transactions through a personal
dashboard on Seeam Pay interface and you shall determine if there are any
errors or unauthorised Transactions, and intimate Seeam Pay in writing of the same.
5.7.
You shall deliver goods/services immediately to Customers upon receiving the
confirmation of payment;
5.8.
You shall not levy any fees, charges, costs and expenses on any customer for
permitting usage of the Card, Facility/UPI Facility or impose any minimum
transaction limit for its use.
5.9.
You agree not to make any representations and warranties to any person or
undertake any obligation which may require the banking partner of SEEAM PAY to
undertake or be liable for directly or indirectly, any obligation and/or
responsibility to such person.
5.10.
You have appointed Seeam Pay as a collection agent for payments to be received
by it;
5.11.
You shall be responsible to pay the MDR charges, as communicated by Seeam Pay,
any governmental authority or network provider from time to time.
5.12.
If you process any transactions which are prohibited by law or by these terms
& conditions, SEEAM PAY shall be entitled to such steps as it may deem
necessary to protect its interest, including, but not limited to, suspension of
the account/processing privileges or withhold your funds without interest.
5.13.
You shall be aware and ensure that suspicious Transactions are not undertaken
including but not limited to:
5.13.1.
Hasty purchases
5.13.2.
Large purchases of the same items
5.13.3.
Hesitation or refusal for providing identification.
5.14.
While using the Seeam Pay Services, you agree to provide assistance to Seeam
Pay for the prevention and detection of fraud in respect.
5.15.
In case SEEAM PAY and/or its banking partner requests or any external or
internal auditor requests for the supporting documents including but not
limited to invoices of any transaction processed at your location, you shall
immediately provide the same without any demur or protest.
5.16.
You undertake not to access or attempt to access the Seeam Pay Services by any
means other than through the interface that is provided by Seeam Pay and in the
manner permitted thereby. You specifically undertake not to access or attempt
to access the Seeam Pay Services through any automated means (including by use
of scripts or web crawlers).
5.17.
You shall not process any Transaction for obtaining or providing a cash advance
either with your by way of using the UPI services or any other Processing
Mechanism.
5.18.
You shall not Merchant does not engage in any practices or procedures that
discriminate against or discourage the use of any specific cards/UPI/payment
mode whether in favour of cash or any other competing brand.
5.19.
In accordance with the Seeam Pay Services opted by you, you have taken an
explicit consent from your references and agree that Seeam Pay and/or their
third-party vendor(s) may get in touch with your references (in case you are
unreachable). By providing/selecting your references below, Seeam Pay shall
deem that you have obtained consent from such person after disclosing the
purpose for which their reference is provided.
5.20.
It is agreed that Seeam Pay shall be entitled to rely upon all electronic
communications, orders or messages sent to Seeam Pay through the Processing
Mechanism in processing the Transactions. Seeam Pay shall not be obligated to
verify or make further inquiry into the identity of the sender, or integrity of
any communications. Seeam Pay shall not be responsible for any losses sustained
through the use of stolen or hacked devices or fraudulent electronic
transactions.
6. UNAUTHORIZED TRANSACTIONS
6.1.
SEEAM PAY may, in its sole discretion, suspend Customer Payment Account and/or
suspend the settlement of funds for a reasonable period of time required for
reasons including investigation of a suspicious or unusual transaction
activity. SEEAM PAY shall make good faith efforts to notify you as promptly as
is commercially reasonable about such suspension. SEEAM PAY shall have no
liability for any losses, either direct or indirect, which you may incur or
suffer on account of any such suspension.
7.1. Except as expressly provided
herein, Seeam Pay disclaims all warranties, responsibilities, express or
implied, written or oral, including but not limited towards warranties of
merchantability, any service interruptions (including on account of
communication outages, system failures or other interruptions that may affect
the receipt, processing, acceptance, completion or settlement of Transactions)
and fitness of Seeam Pay Services and it does not warrant that the functions
contained in Seeam Pay Services shall be uninterrupted or error free.
7.2. Use of Seeam Pay Services in no way represents any endorsement of you by Seeam Pay. Seeam
Pay is not obligated to mediate disputes between Customers and Merchants or
between a Customer and you or any payment system participants.
8.1. Seeam Pay and its partners
reserve the right and shall be entitled to suspend the services immediately,
including withholding, rejecting the settlements that is or may be suspicious,
susceptible or fraudulent or for risk management purposes, pending inquiry
and/or resolution of such issue, including any breach of these terms and
conditions.
8.2 Termination of these Seeam Pay
Services shall not release any Party from the obligation to make payment of all
amounts then due and/or payable; upon Termination both Parties shall settle all
outstanding dues payable to the other Party. Provided however, SEEAM PAY shall
not be liable to settle any outstanding dues, if the agreement has been
terminated due to the breach of Merchant’s obligations under this Agreement.
8.3. Seeam Pay has the right to
terminate these Terms, without cause and at will, by giving a prior written
notice of 7 days’ notice to you.