Merchant Terms & Conditions
Please read the Terms mentioned hereunder carefully before availing or registering for any of the RPSL Services. By signing the Merchant Acquisition Form and/or by digitally accepting these terms through e signing and/or through e-authorisation and/or through any other method as may be introduced by RPSL on the Platform for accepting these Terms and/or by using/availing the Services and/or by downloading/accessing the Platform you (“Merchant”) agree to the Terms and shall be bound by the same. Your acceptance of the Terms shall be unconditional and without any limitation or qualification.
RPSL Services shall be made available to the Merchant at the sole discretion of RPSL. The Merchant unconditionally confirms that the Merchant shall comply with and be bound by the Terms as in force form time to time. No act, delay or omission by RPSL shall affect its rights, powers and remedies under the Terms.
RPSL and Merchant are individually referred to as a "Party" and collectively as the "Parties".
1.1 In the Agreement, (i) capitalized terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:
- "Agreement" shall mean these Terms and Conditions;
- "Chargeback Transaction" shall mean those transactions which the Consumer disputes for not having received the goods / services as per purchase order/terms & conditions from the Merchants or disputes the Transaction itself in full or in part;
- "Consumer" shall mean the consumer who shall avail services from RPSL including services for making payments to the Merchant, availing Brand Coupon, Coupon etc.;
- "Guidelines" shall mean the guidelines, regulations, notifications and instructions issued by Reserve Bank of India ("RBI"),all relevant regulators and/or bodies/payment networks in relation to the operation of the Services/Platform and all applicable laws;
- "Website" shall mean and include www.jiomoney.com, mobile application of RPSL, any successor website/ applications, any website/mobile applications of RPSL’s affiliates or any other channel facilitated & permitted by RPSL;
- "Merchant" shall mean a person who accepts the Agreement by signing the Merchant Acquisition Form and/or by digitally accepting these terms through e signing and/or through e-authorisation and/or through any other method as may be introduced by RPSL on the Platform for accepting these Terms and/or by using/availing the Services and/or by downloading/accessing the Platform;
- "Merchant Account" shall mean an account maintained by RPSL at its end to enable RPSL to accept and/or settle payments received from the Consumer for the transactions made by the Consumer using RPSL Services;
- "Platform" shall mean the mobile app/wallet/Website/tablet/desktop or any other digital mode and/or operating system as determined by RPSL on which a) Services will be made available by RPSL to the Merchant b) Merchant may access its Merchant Account and c) having Additional Features like transaction summary, Billing, Invoicing, collect and make payment, purchase management, coupons, Sale Purchase Facility, tax reports, billing summary, sales return and any other facilities/services as may be made available by RPSL time to time;
- "Merchant Application Form"/ "MAF" shall mean the form to be completed by the Merchant and submitted along with necessary supporting documents, either online on Website or physically at designated and authorized agents of RPSL;
- "Merchant Locations" shall mean all locations where the Services are provided by RPSL and/or where Services is recognised as a payment method for the sale of good/services by the Merchant and includes without limitation: (i) Merchant’s website, (ii) retail outlets/ physical stores of Merchant (through RPSL Property or otherwise); (iii) Merchant’s mobile application; and (iv) servers/ backend servers/ websites of a Merchant used for authentication of Transactions undertaken through Platform for payment to such Merchant;
- "Services" shall mean payment services or any other services offered/made available and approved by RPSL for the Merchant which is including but not limited to Additional Features, card payment services, meal Card, gift card etc.;
- "RPSL Property" shall mean any mobile phone, pin pad device, point of sale device or any other devices including printers etc. provided by RPSL to the Merchant or its Affiliates for the temporary use by the Merchant for the purpose of this Agreement;
- "Settlement Account" shall mean the settlement account of the Merchant identified in the MAF to which the proceeds of the Transactions processed on behalf of the Merchant are to be credited as per the records of the Merchant Account. RPSL may change the settlement account of the Merchant in its records on the request of the Merchant;
- "Terms and Conditions" or "Terms" shall mean terms and conditions set-out in this document, MAF, any additional terms applicable to the RPSL Services/Platform/Additional Features and any additions, modifications, amendments made thereto published on https://merchant.jiomoney.com/ and/or Platform and/or communicated to the Consumer thorough any other mode of communication time to time;
- "Transactions" shall mean any transaction initiated or performed between a Merchant and Supplier and/or Merchant and Consumer utilising Services on Platform;
- "Third Party Services" shall mean the third party services made available by RPSL on the Platform which is including but not limited to payment & other services of the Payments Bank; and
- “Payments Bank” or “Bank” shall mean Jio Payments Bank Ltd.
The MAF, Schedules, Annexures, amendments, modifications etc. form part of this Agreement and shall have the same force and effect. In the event of a conflict between this Agreement and any other RPSL agreement or policy, this Agreement shall prevail. The payment network rules shall prevail in case of card payment services.
RPSL has agreed to provide and the Merchant has agreed to avail the Services on nonexclusive basis on the terms and conditions of this Agreement.
- On receipt of MAF, KYC documents, and other documents as requested by RPSL and on approval of Services by RPSL for the Merchant, RPSL shall activate the Merchant Account for the Merchant and the same shall be intimated to the Merchant.
- Merchant shall ensure that it shall comply with all orders of the Consumer for goods and /or services of the Merchant, for which the Consumer has used Services for payment to the Merchant and deliver the goods and services as per industry standards.
- In the performance of Services, RPSL shall assume that the request for the Transaction: (a) that originates from the Merchant has been duly authorized by Merchant; (b) that originate from the Consumer has been duly authorized by the Consumer.
RPSL shall not be liable for any losses or damages caused to any person whatsoever as a result of any such request being unauthorized, inaccurate or fraudulent.
- Merchant agrees that RPSL may use its logos, service marks and its trade marks on a non‐exclusive, royalty‐free, license for displaying it on any of the marketing material of RPSL, in the list of Merchants or as a Merchant of RPSL. Merchant may use RPSL trademarks, logos, service marks etc. without prior written consent of RPSL and the Parties may use the trade marks, or service marks or logos of the other Party on any joint marketing material approved by the Parties in writing.
- The Merchant shall ensure that at its end there is no breach of security and that the integrity of the link between Platform and website/ POS/ payment terminals of Merchant or RPSL Property availed by Merchant from RPSL shall remain intact and secure.
- Merchant shall use merchant encryption key provided by RPSL for integration and acknowledge the receipt and confidentiality of the said merchant encryption key, if applicable.
- Merchant will at all times, display logo and other such trademarks and marketing material of RPSL that may be mutually agreed in writing, at Merchant Location to indicate availability of Service to their Consumer.
- Merchant shall ensure that it has all necessary infrastructure and facilities at Merchant Location to provide goods/services to the Consumer.
- Merchant shall a) not request the Consumer for sharing any confidential Consumer details to be used in Transaction by the Consumer which is including but not limited to passwords, account number and PIN in relation to Platform and/or Services, b) not save and/or store any such confidential Consumer details and c) not store and/or share such confidential information with third parties. Further Merchant agrees and accepts that it shall co-operate with RPSL and/or any regulatory body/legal authority/ payment network/acquirer in respect of any issues arising out of a breach or potential breach of security in relation to the holding of confidential data and in relation to the Services/Agreement.
- RPSL has or may enter into agreements with third parties for making available Third Party Services on the Platform for the Merchant and the Consumer. The Merchant agrees that it shall be bound by the terms and conditions of such Third Party Services provider for availing any Third Party Services through Platform and RPSL shall not be responsible or liable for any issues, disputes, losses, litigations, damages, costs, compensation etc. arising out of and related to the use or misuse of the Third Party Services by the Merchant and/or Consumer and the Merchant agrees to indemnify RPSL from the same.
- The Merchant agrees that it shall use the Services for the business disclosed by it under this Agreement. It shall not use the Services for any other business operated in the same Merchant Premises. The Merchant shall approach RPSL to enter in to separate Merchant agreement for the same.
- The Merchant agrees that it shall provide RPSL with the address of each of its offices/merchant location/shops/outlets where the Services under this Agreement are availed by the Merchant and the complete description of the goods and services sold by it on ongoing basis as and when requested by RPSL.
- Merchant agrees and confirms that all the documents provided by the Merchant to RPSL are true copy of its original documents and all information and details provided are true, accurate and complete and it shall indemnify and keep RPSL indemnified from any loss, dispute, cost, compensation, litigation etc. arising out of and related to the same. Merchant shall submit the original documents for verification as and when demanded by RPSL.
- The Merchant agrees and accepts that all payment network and RPSL trademarks/trade name and other intellectual property shall be the property of their respective owners and that the Merchant shall not claim any ownership on the said intellectual property under any circumstances. Merchant agrees that at any point of time RPSL, the acquirer or a payment network may prohibit the Merchant from using any payment network branding/marks/trademarks/trade names/intellectual property. The Merchant shall use trademark, trade name, branding and any other intellectual property of RPSL only with prior written consent of RPSL.
- Further Merchant shall ensure fair acceptance of all payment network cards, wallet, payment instruments and RPSL Services for transactions by Consumers in accordance with the requirements of the respective payment network and RPSL rules. Merchant also accepts that a payment network or RPSL may enforce any provision of its respective rules in order to ensure the integrity of its card program and the Merchant agrees to abide by any such decision of the payment network or RPSL.
- The Merchant agrees and confirms that RPSL can use and share the Merchant details, information, transaction details and any other documents including KYC documents submitted by the Merchant with RPSL with any of RPSL’s group companies, partners, vendors, service provider and affiliates including the Payments Bank.
- By using the Services, the Merchant agrees that it has given express consent to RPSL to send the commercial and/or promotional messages in relation to the Platform or any product/Services of RPSL or Payments Bank and/or any third parties to the mobile number registered by the Merchant with RPSL.
- Merchant agrees that if the Merchant has executed more than one Merchant agreement with RPSL and has opened more than one Merchant accounts for its business, RPSL shall have right to set-of amount from any of the Merchant account of any of the business of the Merchant for the recovery of the amounts due from Merchant from any of its businesses. Merchant agrees that Merchant shall have no objection on the same and hereby authorize RPSL to set off amount from of the Merchant accounts at the discretion of RPSL any time.
- Merchant agrees that for availing Billing, Invoicing, collect and make payment, purchase management, coupons, tax reports, billing summary and sales return facility and other facilities introduced by RPSL from time to time on the Platform ("Additional Features"), the Merchant has to download mobile app on its android/IOS/any Other Operating System enabled mobile and/or comply with the necessary formalities required for using the Platform. The Merchant shall go through the frequently asked question section available in the Platform before using the said Additional Features to make itself aware about the use and functions of the said Additional Features.
- The Merchant shall be solely responsible for adding details/information to the Platform for availing Additional Features and getting the reports/invoices etc. RPSL shall not be responsible to check the correctness of any information or details provided/added by the Merchant/RPSL in the Platform for generating any reports/availing services under the Additional Features. RPSL shall not be responsible for any disputes, claims, technical, legal, regulatory issues arising out of and related to the action or inaction of the Merchant, accuracy of the reports generated by Merchant from the Platform under this Clause and the Agreement.
- RPSL will endeavour to add the correct HSN Code, applicable tax rates against the products/services in the Additional Features however it shall be sole responsibility of the Merchant to check the correctness of the applicable tax rates before making any transactions and RPSL shall not be responsible and liable for any loss, issues, disputes, litigation, compensation, penalties etc. arising out of and related to the same and the Merchant agrees to indemnify and keep RPSL indemnified from the same.
- Additional Features shall be made available to the Merchant on “as is” basis and No Warranty clause as set-out in this Agreement shall be applicable to the Additional Features.
- The Merchant shall ensure to maintain its goods/services stock records at its end separately and properly. RPSL shall not be responsible and liable for maintaining/reporting any goods/services stock status to the Merchant or any issues in relation to the same. RPSL shall not be responsible and liable if any legal or regulatory authority impose any penalty, interest, charges, costs, damages or any other levies on the Merchant due to any reason whatsoever including delay or incorrect payment or details provided by Merchant, not maintaining the stock records etc.
- RPSL shall not be liable and responsible to the Merchant or any fraudulent, suspicious transaction or any transaction performed by the Merchant with the consumer/Supplier using the Platform.
- In case of any fraudulent, suspicious activity, wrong invoicing or transaction by Merchant/Supplier, RPSL shall have all the rights to suspend or close the Merchant/Supplier access to the Platform and Services immediately.
- The Supplier and/or Merchant agrees that the tax slab to be charged to the other Merchant and/or consumer as the case may be for product/services mentioned in the Platform are added just for convenience of the Supplier and/or Merchant. However the Supplier and Merchant agrees that it shall recheck the said tax slab and modify it in compliance with the applicable laws before generating any invoice/bill for the Merchant/consumer. The Supplier and Merchant shall be solely liable and responsible if the Merchant/consumer raise any issues/dispute in relation to wrong/incorrect/inadequate tax/tax amount mentioned on the said bill/invoice by the Supplier/Merchant. The Supplier and Merchant agrees that it shall comply with all applicable tax laws.
- COUPONING FACILITY ON PLATFORM
- Merchant agrees and confirms that that various product/services of different companies (“Brand(s)”) shall be available for sale at the Merchant Location under an arrangement between Merchant and the Brands. The Brands may at their discretion offer various discount coupons/vouchers/schemes to the Consumers ("Brand Coupons") on the microsite or Platform or web App or Website or Platform or through any other medium of communication including Affiliate website as determined by RPSL ("Couponing Platform") and following terms shall be applicable to such Brand Coupons-
- Merchant shall accept all the Brand Coupons produced by Consumer to the Merchant for redemption. The Merchant agrees that it shall comply with all terms and conditions mentioned on the Brand Coupons.
- Merchant shall enter details of the Brand Coupons produced by the Consumer in the Couponing Platform for validation by RPSL and give benefit on the product/services of the Brand as mentioned on the Brand Coupon to the Consumer if the Brand Coupon is valid and validated by RPSL.
- Merchant shall be responsible and liable for any disputes, litigations, claims etc. raised by the consumer in relation to the goods and services of the Brand including in relation to the quality and quantity of the goods and services.
- Merchant shall give benefit mentioned on the Brand Coupons only against actual sale of the products/services of the Brands and subject to compliance with the terms which are mentioned on the Brand Coupons.
- Merchant shall only accept valid Brand Coupons from the Consumer.
- Merchant agrees that RPSL is just a Platform which facilitate redemption of the Brand Coupons and shall not be responsible for any issues/disputes in relation to the Brand Coupons and redemption/discount amount to be paid by Brand to the Merchant under the said Brand Coupon.
- The Merchant agrees that its contact details including the mobile and phone number shall be added on the Brand Coupon so that Consumer may call the Merchant for any enquires. The Merchant agrees that it shall deal with the Consumer politely and shall provide the answers to the satisfaction of the Consumer.
- RPSL will communicate the Brand Coupons issued by various brands time to time to the Merchant and the Merchant shall ensure that the products/services for which Brand Coupons are issued are available in stock with the Merchant during the offer period.
- If any Consumer return the Product/services of the Brand for which the Merchant has offered discounts under the Brand Coupon to the Consumer, the Merchant shall pay the said discount amount back to RPSL. RPSL may at its discretion set-off the said amount from the settlement amounts of the Merchant.
- Merchant shall ensure that it shall not club the Brand Coupons with any other offer/coupons/vouchers available on the goods/services available for sale in Merchant Location unless specifically agreed by RPSL in writing.
- RPSL shall not be responsible for any disputes, issues, claims in relation to the Brand Coupons which is including but not limited to the following -
a) malfunction/ server error/ technical fault of any kind on the Website or the App, Platform, RPSL servers or any other technical issues in relation to the Brand Coupons which prevents the Consumer from availing the Offer.
b) Downtime of the Services, caused due to technicalities (like failure of hardware equipment, configuration issue, network congestion), or due to changes in any laws and regulations in India including RBI regulations.
c) Force majeure circumstances including without limitation, floods, natural disasters, war, act of terror, political unrests, technical snags, act of God, change of laws or any other circumstances beyond the reasonable control of RPSL.
- Merchant agree that participation in the Brand Coupon offer is at their sole risk. RPSL, its affiliates, and their officers, directors, employees, and agents disclaim all warranties, express or implied, including without limitation any warranty of merchantability, availability, and fitness for a particular purpose or non-infringement.
- RPSL shall not be responsible for any claims /disputes/issues in relation to the Brand Coupons before, during the offer mentioned on the Brand Coupon or after the completion of the Brand Coupon offer which is including but not limited to any technical failures in the mobile connectivity, delay in sending or receiving the SMS for participating in the Brand Coupon offer and contest, any action that has been initiated, actioned or completed through consumer/Merchant mobile phones, failure of servers or any failures arising out of technical snags or resultant inability of the consumer/Merchant.
- Any offer and the period of the offer shall be as mentioned on the said Brand Coupon. Merchant shall redeem any Brand Coupon before the expiry of the said offer period. Merchant shall redeem the Brand Coupon only on the products/services for which the said Offer is released. Merchant acknowledges that the products/services without the offer shall also be available with it and it shall not claim any benefit/coupon redemption under these terms and conditions for such products/services.
- RPSL and/or Brand reserve the right to cancel, modify, extend, or withdraw the Brand Coupon offer prematurely at their sole and absolute discretion and in such scenario the Merchant shall communicate the same to the Consumer and shall not redeem any Brand Coupon once the Brand Coupon is withdrawn.
- 4.10.16 RPSL and/or Brand may require the Merchants to participate in promotional activities (such as publicity and photography) free of charge, and the Merchant hereby give its free consent to RPSL for the usage of Merchants name, photograph, film recording, portrait, picture etc. of the Merchant and its Merchant Location, voice, likeness and biographical information for media coverage, news or information and for advertising or promotional purposes in any media for an unlimited period without remuneration ("Publicity Material"). The license to use the Publicity Material by RPSL shall survive the termination or expiry of any Brand Coupon and/or any other offer and contest.
- RPSL does/shall not make any commitment, express or implied to respond to any feedback, suggestion and/or queries of the Merchant.
- The Merchant shall ensure that it shall redeem the Brand Coupon only against genuine sale transactions. The Merchant agrees that RPSL may withhold any amount payable to the Merchant under this Agreement if RPSL is of the view that the redemptions at/by the Merchant are fraudulent, dubious or doubtful. In such scenario, RPSL shall conduct investigation and request Merchant to provide the details/documents to RPSL. In case if Merchant fails to provide sufficient information/documents within timelines prescribed by RPSL or if result of the investigation made by RPSL is against the Merchant RPSL shall be entitled to keep the amount of such doubtful/fraudulent/dubious transaction on withhold and make payments of discount amounts redeemed under the said transactions to the Brand from funds of the Merchant on withhold.
Following terms and conditions shall be applicable if the Parties mutually agree in writing to display Merchant Coupons on the Platform subject to such other terms and conditions agreed by the Parties in writing-
- The Merchant shall provide its Coupons to RPSL for Consumers time to time on the terms and conditions as may be agreed between the Parties in writing. However sharing/issuing/displaying the said coupons to the Consumer shall be at the sole discretion of RPSL.
- The Merchant shall ensure that the Coupons shall remain valid during the offer period as agreed between the Parties.
- The Merchant shall accept the said Coupons from the Consumers during the offer period and agrees to indemnify RPSL from any dispute arising out of and related to the denial/non acceptance of the Coupons by the Merchant from the consumers during the offer period.
- The Merchant agrees that it shall not withdraw any Coupons during the offer period. If Merchant withdraw any Coupon, it shall do so by giving prior written notice to RPSL. In case of such withdrawal, the Merchant shall replace the said coupons with the Coupons having similar features and value.
- The Merchant agrees that it shall not withdraw any Coupons during the offer period. If Merchant withdraw any Coupon, it shall do so by giving prior written notice to RPSL. In case of such withdrawal, the Merchant shall replace the said coupons with the Coupons having similar features and value.
- The Merchant agrees that it shall treat the Consumers fairly and will give benefits under the said Coupons to the Consumer as mentioned on said Coupons.
- The Parties will mutually agree on the terms to be published on the Coupons in writing.
- The Merchant agree that the Coupons shall display name of the Merchant prominently so that the Consumer may identify the name of the Merchant on the said Coupons.
- The Merchant shall clearly mention the Merchant locations on the Coupons where the said Coupons shall be accepted.
- The Merchant agrees that RPSL is neither the Coupon issuer nor the scheme provider and hence shall not be liable for any and all dispute arising out of and related to the said Coupons and Merchant agrees to indemnify and keep RPSL indemnified from any and all disputes arising out of and related to the Coupons which is including but not limited to use of the said Coupons by the Consumers of RPSL, non-acceptance of the said Coupons by Merchant, disputes in relation to the goods/services procured by Consumer redeeming the said Coupons and/or the Coupons.
- Any additional terms in relation to the Coupons shall be as mutually agreed by the Parties in writing.
- BILLING/INVOICING FACILITY IN PLATFORM-
- The Merchant agrees that it shall add details in Platform only in relation to the legal transactions which were made for sale/purchase of goods/services for billing/invoicing.
- The Merchant shall add all necessary details in Platform to get the Billing/Invoice for the transaction. Merchant shall ensure to register mobile number of the consumer for sending the invoice/bill to the said consumer. RPSL will not be responsible for anything in relation to the Platform invoicing/billing facility including but not limited to a) contents added by the Merchant for billing/invoicing in the Platform b) wrong mobile number and other details added by the Merchant in the Platform c) Merchant/consumer mobile/internet connectivity issues d) non-receipt of messages by the consumer on billing etc. e) wrong tax related information added by Merchant/applied by the Merchant in any invoice f) wrong MRP /sale price g) any other issues raised by the consumer/regulatory/legal authority in relation to the invoicing/billing h) any other issues in relation to the billing/invoicing facility.
- The Merchant agrees that the tax slab to be charged to the consumer for product/services mentioned in the Platform are added just for convenience of the Merchant. However the Merchant agrees that it shall recheck the said tax slab and modify it in compliance with the applicable laws before generating any invoice/bill for the consumer. The Merchant shall be solely liable and responsible if the consumer raise any issues/dispute in relation to wrong tax mentioned on the said bill/invoice by the Merchant. For the sake of the clarity, in case of any goods/services where there no tax slab is mentioned in the Platform, the Merchant shall be responsible to add tax applicable if any in the invoice/bill and RPSL shall not be responsible for the same. The Merchant agrees that it shall comply with all applicable tax laws.
- RPSL may update MRP/sale price of the product/services of the Brands in the Platform for the convenience of the Merchant. The Merchant agrees that the said MRP/sale price mentioned in the Platform may vary with the actual product/services price mentioned on the product/services of the Brands due to changes in the price by the manufacturer/service provider and hence the Merchant agrees to ensure that it shall verify the MRP/sale price of the product /services available in the Platform with the actual price of the product/services and modify and correct the said price mentioned in the Platform before generating the bill/invoice. RPSL shall not be responsible if the Merchant fails to correct the said MRP/sale price. The Merchant agrees that it shall not charge a price more than MRP to the consumer for any product/services. If the Merchant charges price more than MRP to the consumer, RPSL shall not be responsible and liable for the same and for any dispute raised by the consumer in relation to the same. The Merchant agrees that if the Merchant offers any discount to the consumer on the MRP, it shall be sole liability and responsibility of the Merchant to bear any cost, loss or consequences in relation to the said discount. RPSL shall not be liable or responsible for reimbursing any amount for any discount offered by Merchant to the consumer unless otherwise agreed by the Merchant and RPSL in writing.
- The Merchant agree that it shall be solely liable and responsible to deliver the product/services to the consumer.
- The Merchant shall keep its tax registration status and tax registration number updated in its profile on Platform. The Merchant shall be solely liable and responsible for adding the correct tax number on the Platform. The Merchant shall indemnify and keep RPSL indemnified from any loss, cost, compensation, litigation, penalties etc. arising out of and related to the wrong tax details added by Merchant on the Platform, breach of this clause 5.11.6 any claims by tax authority in relation to the invoices generated/taxes levied by Merchant to the consumer or any other issues/dispute/claims in relation to the taxes and tax numbers.
- The Merchant agrees that in case if any consumer return the goods/services the Merchant shall be responsible for the same. RPSL shall not be responsible for the refund of any amounts.
- The Merchant shall be solely liable and responsible for dealing with any consumer disputes in relation to the goods, services including but not limited to warranty, wrong invoicing, quality of goods/services etc.
- MANAGE PURCHASE
- RPSL shall not be responsible updating/maintaining any information in relation to the supplier of the goods/services of the Merchant. The Merchant shall ensure to update all the information of the supplier in the Platform and keep it always updated.
- The Merchant shall be solely liable and responsible for dealing with any disputes by and/or with Supplier in relation to the goods, services including but not limited to warranty, wrong invoicing, quality of goods/services etc.
- Any tax classification for the supplier needs to be added by the Merchant with correct location details in the Platform.
- The Merchant shall be responsible to add the correct purchase entries in the Platform. Any transactions made by the Merchant with the suppler including the cash transaction which the Merchant wish to add to the Platform shall be sole responsibility and liability of the Merchant and RPSL shall not be responsible for the same. RPSL shall not be responsible to check the correctness of any information or details provided/added by the Merchant in the Platform for generating any supplier reports under the Additional Features.
- RPSL shall not responsible for any discounts/refunds/schemes offered by the goods/services supplier to the Merchant/availed by the Merchant from the supplier other than the Brand Coupons and it shall be sole liability and responsibility of the Merchant.
- SUPPLIER AND ITS LIABILITIES
- The Merchant who wish to use the Additional Feature for supply of goods and/or services ("Supplier") to the other Merchant shall ensure that it shall add correct details in the Platform including but not limited to value of the goods/services, orders, tax related details to generate the reports/digital invoices etc. and RPSL shall not be responsible for the same.
- The Supplier agrees that it shall be solely liable for any supply of goods and services made by it to other merchants and delivery of the goods and services. The Supplier agrees that RPSL shall not be responsible for supply of goods and/or services by any Supplier to the other Merchant and the Supplier agrees to indemnify and keep RPSL indemnified from any dispute arising out of and related to the same.
- The Merchant/Supplier agrees that the Supplier can change the order details, prices, amounts, value of the goods, description of goods/services etc. any time before deliver of the goods/Services to the Merchant. However Merchant shall not be able to change any order details once the order is raised on the Platform.
- The Supplier shall be responsible for delivering the goods/services to the Merchant. Any dispute in relation to the delivery of the goods/services including delay in delivery shall be sole responsibility and liability of the Supplier and the Merchant and RPSL shall not be responsible for the same and Supplier and Merchant agrees to indemnify and keep RPSL indemnified from any disputes, loss, cost, compensation, litigation etc. arising out of and related to the same. The Merchant shall be solely responsible and liable to directly deal with the Supplier in relation to the order, supply/delivery of the goods/services and for any other issues in relation to supply/delivery/order of goods/services through the Platform.
- The Merchant agrees that the acceptance/rejection of the order shall be sole discretion of the Supplier and RPSL shall not be responsible and liable for any rejection/acceptance of the order by the Supplier. The Merchant and Supplier agrees that the Platform is made available to the Supplier and Merchant for the convenience and RPSL shall have no role to play in ordering, delivery/supply of goods/services or any other matters related thereto.
- The Supplier and Merchant agrees that RPSL shall not be responsible for any cash or other transaction made by the Supplier and Merchant for goods/services and it shall be sole responsibility and liability of the Supplier and the Merchant. The Merchant/Supplier agrees that it shall indemnify and keep RPSL indemnified from any dispute in between the Supplier and Merchant which is including but not limited to the digital invoices, digital orders, acceptance of digital invoices between Merchant and Supplier, prices mentioned on the invoices, supply of goods/services, quality of goods/services and any other issues and disputes in relation to the supply of goods/services and the digital invoices and the Additional Services used by Supplier and Merchant for supply of goods and services.
- RPSL shall not be responsible and liable for any issues/disputes in between the Merchant and the Supplier in relation to the discounts offered by the Supplier to the Merchant which is including but not limited to non-payment, short payment of the discount amount, due date or any issues in relation to the discount amount or discount offers.
- Supplier shall be solely responsible for a) maintaining correct records of the stock at its end b) giving delivery of the goods/services to the Merchant c) adding correct tax details in the Platform d) generating and sharing correct digital invoice with the Merchant e) disputes in relation to goods/services including in relation to the quality and quantity of the goods/services f) any tax related issues/disputes g) breach of these terms and/or applicable laws h) adding correct details in the Platform to generate reports or issuing the invoices to the Merchant i) maintain its stock and other documentation separately.
- FACILITY FOR PURCHASE OF GOODS/SERVICES FROM MERCHANT
- The Merchant and the Consumer shall be provided with the facility on the Platform wherein Consumer may place order(s) on the Merchant and the Merchant may sale its products/services to the Consumer ("Sale Purchase Facility") on the following terms and conditions-
- The Consumer may place order for the goods/services on the Merchant using the Sale Purchase Facility. Once the order is placed by the Consumer, the Merchant shall accept or reject the order immediately so that in case if the Merchant rejects the order the Consumer may get sufficient time to place its order with any other Merchant. The Merchant shall be solely responsible for pacifying/resolving dispute of the Consumer if the order is rejected by the Merchant. For the sake of clarity the Merchant agrees that Merchant shall never reject the order/supply of goods/services if the goods/services are readily available with the Merchant after getting order from the Consumer.
- The Merchant shall make communication with the Consumer in relation to goods/services at its own cost and consequences.
- The Merchant shall ensure that it shall deliver goods/services to the Consumer as per the requirement of the Consumer. It shall be sole responsibility of the Merchant to fulfil the order of the Consumer and update status of order of the Consumer in the Sale Purchase Facility. In case of any change in order the Merchant shall be responsible for calling Consumer for the same and/or attend the calls received from the Consumer for the same.
- The Merchant shall ensure that its shop shall remain open throughout the day to provide goods/services to the Consumer and shall ensure prompt delivery on acceptance of the order from the Consumer on the same day during the delivery timings proposed by the Consumer.
- It shall be sole responsibility of the Merchant to update its list of goods/services including prices on the Sale Purchase Facility. If any product/services are not available the Merchant shall ensure that it shall remove such product/service from the Sale Purchase Facility. The Merchant agrees that RPSL shall have right to modify/add/alter/replace any product/service image added/uploaded by the Merchant on the Sale Purchase Facility or upload RPSL’s own images against the images added/uploaded by the Merchant without any liability towards the Merchant or the Consumer.
- The Merchant shall not charge any amount to the Consumer other than the price of the goods/services mentioned in the list of the products/services published/updated in the Sale Purchase Facility and/or as agreed with the Consumer by the Merchant. However the said agreed price shall never exceed the maximum retail price of the said product/service and shall always be in compliance with Applicable Laws.
- The Merchant shall ensure to complete all documentation with the Consumer as per its policy including issuing/providing invoice etc. to the consumer.
- The Merchant shall be responsible and liable for any issues arising out of and related to goods/ services including any disputes in relation to quality, quantity of the goods/services and the Merchant agrees to indemnify and keep RPSL indemnified from the same. In case of any disputes in relation to the goods/services RPSL shall investigate the complaint raised by the Consumer with RPSL and request for the details/information/documents in relation to the said complaint from the Merchant for the investigation. The decision of RPSL in relation to such investigation shall be final and binding on the Consumer. If RPSL gives decision in favour of the Consumer the Merchant shall refund the value of the products/services to the Consumer and additionally RPSL shall have the right to withhold and set off any amounts payable to the Merchant by RPSL for making payments to the Consumer. If there is no amount available with RPSL for making settlement to the Merchant, RPSL shall demand the said amount from the Merchant and the Merchant shall pay the same within 2 days to RPSL. On receipt of the amount from the Merchant RPSL shall pay the said amount to the Consumer. It shall be sole responsibility of the Merchant to take back the goods from the Consumer in such scenario.
- The Merchant shall deliver the goods/services as per the delivery schedule chosen by the Consumer and RPSL shall not be responsible and liable for any issues in relation to the delivery of goods/services including delay in delivery/non-delivery of the goods/services.
- The Merchant shall be solely responsible and liable to collect/recover the consideration from the Consumer towards sale of its goods /services to the Consumer and RPSL shall not be responsible for the same. However if Consumer makes payment using Services, RPSL will settle the said amount as per the terms of this Agreement to the Merchant.
- Merchant shall be solely responsible and liable to a) deal with refund related issues of the Consumer b) bear cost of any refunds payable to the Consumer c) give/pay refunds to the Consumer. RPSL will only facilitate the refund process if the payment is done using the Services.
- The Merchant agrees that RPSL shall have power to collect, store the Consumer data and Consumer order related data for its records through the Sale Purchase Facility and share the same with any of its Affiliates for the purpose of this Agreement.
- The Amount of the bill payable by the Consumer shall be generated by the Merchant after adding correct details of the product/services which is including price and taxes. Any discount on the product prices shall be sole liability of the Merchant.
- The Merchant agrees that in case of any change in the order by the Consumer or at the end of the Merchant, the Merchant shall ensure that the Consumer is aware about such order change and shall supply only those goods/services as may be agreed between the Merchant and Consumer.
- The Merchant may add or modify the list of goods/services provided by it and related details on the Sale Purchase Facility. The Merchant shall ensure that the goods/services published on the Sale Purchase Facility shall be available with the Merchant at any point of time at the cost of the Merchant.
- The Merchant may add list of its consumers on the Sale Purchase Facility. The Merchant agrees that RPSL may store and use such consumer data. The Merchant agrees that RPSL may send/share any product/services details including any of its marketing communications , offers, coupons and any other information with the consumers updated by the Merchant on the Sale Purchase Facility.
- The Merchant agrees that RPSL may at its discretion delist the Merchant from the Sale Purchase Facility without assigning any reason in addition to any other rights RPSL has under this Agreement for the termination. The Consumer may give ratings in the Facility for the goods/services of the Merchant. However if RPSL is of the view that the goods/services provided by the Merchant are not as per the market standards, RPSL shall have right to change the ratings of the Merchant in the Sale Purchase Facility.
- The Merchant shall make any communication with the Consumer in relation to goods/services provided by the Merchant and shall be solely responsible and liable for the same and for any wrong communication made by the Merchant with the Consumer.
- RPSL shall time to time bring offers/coupons of the Brands to be redeemed at Merchant. The Brand shall fund such discount to be given to the Consumer. The Merchant shall honour all such coupons/offers from the Brands and shall give benefits to the Consumer if such offer/coupons are presented to the Merchant by the Consumer. In case if the Consumer return any product/service the Merchant shall return the discount amount to RPSL for making payments to the Brand.
- It shall be sole responsibility and/or liability for declaring the Merchant category as per the RBI regulations for processing the MDR for transactions made through the Services shall solely rest with the Merchant and RPSL shall categorize the Merchant basis the information provided by the Merchant. In the event that the information as provided by the Merchant is inaccurate or false, then the responsibility for any action from the tax/regulatory authorities shall be solely Merchants and the Merchant agree to fully absolve RPSL from any liability in this regard. RPSL will debit the Merchant or recover from the Merchant any additional MDR paid by RPSL to the Merchant subject to this Clause.
The tax reports will be generated on the basis of the sales and purchase data entered by the Merchant with the tax rates as accepted by the merchant for various products/services during billing or otherwise in the app. The Merchant agrees to verify the said reports for correctness time to time and RPSL shall not be responsible for any contents/correctness of the said reports or reports.
- RPSL has provided facility to its Consumer to add Sodexo digitised Meal Card on the Platform and make purchases using the Meal Card through the Platform. The Merchant shall use the facility to accept the payment from Meal Card through Platform subject to these Terms, Applicable Laws and regulations.
- The Merchant agrees that RPSL Platform is just online platform for accessing the Meal Card and RPSL shall not be responsible and liable for any transactions, fraudulent transactions, settlement of transactions, settlement of monies, disputes/issues in relation to the Meal Card, transactions made by the Consumer using the Meal Card, disputes/issues in between Consumer and Merchant and/or Consumer and Sodexo and/or Sodexo and Merchant and/or Sodexo, Consumer and Merchant in relation to Meal Card and all Meal card transactions through Platform and the Merchant agrees to indemnify and keep RPSL indemnified from any disputes, issues, liabilities, losses, cost, compensation, litigation, costs, etc. arising out of and related to the same.
- The Merchant agrees that it shall be solely liable and responsible for a) delivery of the goods to the Consumer b) quality/quantity/defects in goods delivered c) refund/chargeback/complaints/disputes in relation to the goods d) any other issues in relation to the goods.
- The Merchant agrees and confirms that a) it has executed agreement with the Sodexo in relation to the acceptance of Meal Card payment (“Sodexo Agreement”) b) the Merchant shall be bound by the terms of the Sodexo Agreement in relation to all the Meal Card transaction even when accepting payment from Meal Card on the Platform c) the Sodexo Agreement is in force and effect and the Merchant shall ensure that the Sodexo Agreement shall remain in force and effect during the Term of this Agreement d) it shall be sole responsible and liability of the Sodexo to settle all the Meal Card transaction payments to the Merchant directly and RPSL shall not be responsible for the same e) it shall be sole liability and responsibility of the Merchant to deal with any chargeback/refunds/fraudulent transactions and refund the amounts to the consumer/Sodexo as per the terms of the Sodexo Agreement and RPSL shall not be responsible and liable for the same f) The Merchant shall comply with all applicable laws and regulation in relation to the Meal Card, payments received through Meal Card and goods delivered to the consumer against the payment received through the Meal Card g) the Merchant shall sell only meal products as may be allowed by Sodexo and subject to applicable law to the consumer. The Merchant agrees to indemnify and keep RPSL indemnified from any disputes, liabilities, losses, litigation, cost, compensation etc. arising out of and related to breach of this Clause.
The Merchant agrees and confirm that a) the bank account/Settlement Account details provided by Merchant to RPSL shall be correct and RPSL shall not be responsible for verifying the same b) RPSL may make transaction of Rs. 1/- (Rs. One only) or any other denomination at the discretion of RPSL in the Merchant bank/Settlement Account as may be communicated by the Merchant to RPSL before initiating any settlement in the said Settlement Account/bank account to verify if the credentials of the Merchant are matching with the said bank/Settlement Account c) the Merchant has authorised the its bank with whom it holds Settlement Account to share its Settlement Account details including Merchant name, account details etc. to RPSL after receipt of the verification transaction amount as mentioned in this clause for verification of the Settlement Account. Notwithstanding anything stated in this Clause, the Merchant shall be solely liable and responsible in case of any liability, disputes, litigations, losses, issues, costs, compensation, damages, etc. arising out of and related to verification of the bank/Settlement Account and settlement of any amount made by RPSL in the said bank/Settlement Account.
The Merchant agrees that RPSL may use any other method as well for verification of the Merchant bank/Settlement Account at its discretion and the Merchant shall submit necessary information and documents as may be requested by RPSL with RPSL.
The Merchant agrees to the following terms and conditions for availing UPI related services -
- These terms and conditions regulate the payments under the Unified Payment Interface (“UPI”), a payment service platform (“UPI Platform”) developed by National Payments Corporation of India (“NPCI”), an umbrella organisation and acting as the settlement/clearing house/regulatory agency for UPI services.
- The Merchant shall provide all necessary and correct details including account number, amount details for making the transaction.
- The Merchant agrees and understands that RPSL has an arrangement with the Payments Bank for providing the UPI services.
- RPSL shall act upon instruction for transfer of funds using the UPI system only upon receipt of the complete information required for initiating such transfer of funds for giving effect to the instructions. The transaction shall be initiated by the RPSL on the date of the instruction as per the NPCI clearing timings. The transaction may be rejected or cancelled in case the instructions and or any information provided by the Merchant does not meet the security procedures of the RPSL and/or the Jio Payments Bank /NPCI/RBI/beneficiary bank. The Merchant also understand that the transaction may also be cancelled/rejected due to any of the reasons like the designated account of the beneficiary not being maintained by the beneficiary bank, an attachment order having been passed in respect of the designated beneficiary account by the competent authority/court, in case of any of the details pertaining to the beneficiary/beneficiary account details recorded with the beneficiary bank or branch not being part of the clearing system or any other reasons beyond the control of the RPSL and/or the Jio Payments Bank and/or beneficiary bank.
- RPSL shall be entitled to charge such fees, charges and applicable taxes as it determines to be adequate for the provision of the UPI and as specified on the Platform or as communicated to the Consumer time to time or as per the RPSL Policy. The Merchant acknowledges and understand that the completion of the transaction for the transfer of funds based on the Merchants instructions shall involve various counter parties. The Merchant confirms that the Bank/RPSL shall not be held liable or responsible for any delays/deficiencies in settlement of a transaction due to system constraints, actions of other parties or any other circumstances beyond the control of the RPSL/Bank. Without prejudice to the generality of the forgoing the Merchant agrees and accepts its responsibility to compensate /reimburse the RPSL and the Bank for any losses, claims, or actions and to save , keep harmless and keep protected the RPSL and the Bank against any improper fraudulent instructions purporting to the received from the Merchant and /or for furnishing incomplete information.
- The Merchant understand that the provision of the UPI is subject to the guidelines and regulations issued from the time to time by the RBI/NPCI in this behalf. The RBI/NPCI and /or any other agency /company appointed by the RBI/NPCI in this regard shall be an intermediary /service provider in the process of the settlement of a transaction initiated using any of the UPI and subject to the availability of the sufficient funds in the Account. UPI transactions shall be deemed to be settled at the time when account of payer has been debited and account of the beneficiary has been credited in the central clearing system.
- RPSL and/or Bank may in its discretion deny any split payments.
- RPSL or transaction governing authority or any regulatory authority may carry out audit or inspection at the Merchant Location for the purpose of this Agreement i.e. in case of any audit directed by RBI or any such regulatory authority, if there is any fraud or similar transactions etc. In case of such audit or inspection the Merchant shall provide necessary information, documents, papers to the authorized representative of RPSL and/or transaction governing authority or to regulatory authority.
- The Merchant hereby authorizes RPSL to share information /documents obtained from/about the Merchant to, (i) the credit rating organization at the discretion of RPSL to verify Merchants’ credit rating for the Merchant Account activation at the cost of RPSL and/or, (ii) regulators, payment networks/schemes as well as RPSL’s card acquiring service providers. The Merchant authorizes RPSL to monitor the contents of the Merchant website for the due diligence and for the purpose of this Agreement.
- Any decision taken by RPSL about the Merchant Account activation shall be considered as final.
- RPSL shall at its discretion provide the RPSL Property to the Merchant for temporary use during the Term and for the purpose of this Agreement on the terms and conditions of this Agreement and on any such additional terms and conditions as may be published by RPSL on the Platform and/or communicated to the Merchant time to time on Platform and/or on e-mail registered by Merchant with RPSL and/or on mobile number registered by Merchant with RPSL.
- RPSL Property shall be given only for temporary use by the Merchant for the purpose of this Agreement and the Merchant shall have no right to sale or transfer the RPSL Property or give the said property on license, lease, sub license to any third party or part away with/dispose of the RPSL Property directly or indirectly in any manner whatsoever.
- RPSL is and shall be sole owner of the RPSL Property and the Merchant shall return the RPSL Property to RPSL immediately on request of RPSL or on termination of this Agreement whichever is earlier.
- The Merchant shall keep the RPSL Property safe and in good condition and use the RPSL Property with utmost care during the Term of this Agreement. The Merchant shall be solely responsible and liable to make good any loss caused to the RPSL Property and in such scenario, the Merchant shall be liable to pay value of the RPSL Property/damage caused to RPSL Property as determined by RPSL to RPSL immediately on demand. In case of theft of RPSL Property, the Merchant agrees to indemnify and keep RPSL indemnified from any loss, damages, compensation, litigation etc. arising out of and related to the same. The Merchant shall immediately inform RPSL in case of damage/loss/theft of the RPSL Property.
- Use of RPSL Property-
- The Merchant agrees that it shall not claim RPSL Property as of right and any temporary use of RPSL Property by Merchant shall be at the sole discretion and written permission of RPSL. RPSL may revoke such permission any time without assigning any reason to the Merchant.
- RPSL Property shall only be for the personal use of the Merchant for the purpose of this Agreement and such use shall be in strict adherence with applicable laws and in accordance with the guidelines/stipulations issued by RPSL.
- The Merchant has satisfied itself with the features of the RPSL Property and has agreed to receive the RPSL Property on “As-it-is- Basis” and shall not tamper with or in any manner misuse the RPSL Property, including but not limited to rooting attempts, reverse engineering, unlocking or jail breaking of the RPSL Property or original firmware (s) or software (s) of the RPSL Property.
- The Merchant agrees that the RPSL Property may be offered with a SIM Locked feature. RPSL may at its sole discretion allow the use of the RPSL Property with any other compatible network from time to time.
- The Merchant agrees and acknowledges that RPSL has no responsibility for actual provision of telecommunication and/or internet services and that the Merchant shall avail these services from the authorised carrier/service provider as suggested by RPSL only at the Merchants own expenses. In case of any disputes in relation to the said telecommunication and internet services, the Merchant shall directly deal with the said telecommunication/internet services provider for resolution of the dispute and RPSL shall not be responsible and liable for the same. The Merchant agrees to indemnify and keep RPSL indemnified from any disputes, losses, cost, litigation etc. arising out of and related to same.
- Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership or interest including rights of any intellectual property in /of the RPSL Property in favour of the Merchant.
- RPSL does not offer any warranty for any RPSL Property and/or third party hardware accessories whether authorised or not by RPSL for use with the RPSL Property. Any repairs/replacement/provision of the consumables for the RPSL Property may be carried out by RPSL on payment of charges by the Merchant as stipulated by RPSL time to time and on best effort basis and RPSL shall not be responsible for any delay or loss to the Merchant due to any delay or time elapsed for repairs/replacement/provision of the consumables etc. by RPSL.
- The Merchant shall be responsible and liable for any loss arising out of and related to loss/damage/theft of the RPSL Property. In case of loss/theft /damage of RPSL Property, in addition to right to recover such loss directly from the Merchant, RPSL shall be entitled to recover the value of the RPSL Property from the security deposit amount. The Merchant agrees that it shall be bound to pay the amount towards any loss caused due to any damage/theft/loss of the RPSL Property as determined by RPSL.
- If on request of the Merchant RPSL approves any RPSL Property for temporary use by the Merchant, the Merchant shall a) execute all additional necessary documents as may be requested by RPSL b) be responsible and liable for the upkeep, service and proper functioning of RPSL Property) be liable for any theft or damage of RPSL Property provided by RPSL or any of its Affiliate & will make good any loss incurred by RPSL and its Affiliates due to theft, misuse or damage of RPSL Property , the cost of which will be decided by RPSL e) return RPSL Property on termination of the Agreement or on demand of RPSL immediately whichever is earlier.
- Return of RPSL Property
- The RPSL Property shall be returned by the Merchant to RPSL on or before expiry of this Agreement or as and when demanded by RPSL whichever is earlier. The Merchant shall return RPSL Property within 5 (five) days of termination of this Agreement and/or on demand received from RPSL for return of the RPSL Property. RPSL shall have right to take back the RPSL Property from the Merchant with or without reason any time and in such scenario the Merchant shall immediately handover the RPSL Property back to RPSL. However the parties agree that such return of RPSL Property shall not be treated as termination of this Agreement unless the Agreement is expressly terminated by RPSL. RPSL will accept the return of RPLS Property and repay the refundable security deposit paid by the Merchant, provided:
- RPSL Property is not damaged (normal & tear expected) and is in working condition;
- Any and all data or other information of the Merchant on the RPSL Property is deleted and purged with prior written intimation to RPSL before returning the RPSL Property;
- The Merchant complies with any other terms and conditions as may be stipulated by RPSL for return of RPSL Property.
- The SIM card in the RPSL Property is not removed from the RPSL Property without prior written consent from RPSL.
- Service contract with Merchants internet/authorised carrier/SIM Card made available by RPSL (if any) is terminated by the Merchant. The Merchant agrees that if the Merchant wish to continue the internet carrier/SIM Card, it may do so subject to the normal terms and conditions of the said internet service provider/SIM Card provider and the special schemes/benefit/discounts made available by RPSL if any on such internet/SIM Card during the term/duration of this Agreement shall terminate with immediate effect.
- Default and Consequences in relation to RPSL Property-
- If the Merchant fails to return the RPSL Property as set-out in this Agreement, all of the following consequences shall ensue, namely:
- The refundable deposit shall stand forfeited without further notice to the Merchant.
- RPSL shall be entitled to hold any settlement of amounts to the Merchant under this Agreement till the RPSL Property is handed over in good working condition to the satisfaction of RPSL.
- RPSL shall be entitled to receive back/repossess the RPSL Property with immediate effect.
- RPSL shall be entitled to recover the monthly charges as may be determined by RPSL from the date of failure of the Merchant to handover the RPSL Property to RPSL as set-out in this Agreement till it is actually handed over to RPSL with interest thereon.
- RPSL may exercise any other recourse or remedies that it may have, whether in law or in equity.
- The Merchant Data
- The Merchant acknowledges and agrees to abide by the terms and conditions of the use of the RPSL Property, as per its end user license agreement, including but not limited to the data privacy terms related thereto. The end use license agreement, including the applicable data privacy terms and policy shall be made available on the Platform and/or within RPSL Property.
This Agreement is effective from the date of execution by both the Parties and shall remain valid until terminated in accordance with the terms of this Agreement ("Term").
- The Merchant/Supplier agrees in any scenario that total liability of RPSL in case of any dispute under this Agreement shall be limited to value of payment Transaction under the dispute made using the Services.
- The right to accept or cancel a payment Transaction after the same has been initiated by the Consumer through the Services shall vest with the Merchant. However, in the event a payment Transaction is cancelled, the Merchant shall be under an obligation to refund the amount of such Transaction in accordance with Clause 19 of this Agreement, to the Consumer’s payment instrument in Platform or such other account/ method used by the Consumer under the Services for payment as the case may be.
- Notwithstanding anything to the contrary contained in this Agreement, RPSL shall have a right to restrict or prohibit a Transaction, at its sole discretion, if such Transaction is in breach or likely to breach of applicable laws
- RPSL shall not be liable to the Merchant on account of any Consumer or the Merchant being unable to access the Services. RPSL will notify Merchant in case of any maintenance activity time to time.
RPSL shall time to time notify specific technical and business procedures and policies to be followed for optimal use of the Services/Platform on Platform. The Merchant shall be bound by the same.
The Merchant shall not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party including handling, processing or transmitting funds for any third party. The Merchant also shall not use the Services to process cash advances.
- The Parties hereby agree that RPSL is under no obligation to authorize or settle any payment Transaction that is in violation of any agreement and applicable regulations or exposes other Consumers, RPSL’s process or incurs harm to RPSL.
- If RPSL reasonably suspects that Merchant Account/ Settlement Account has been used for an unauthorized, illegal, or criminal purpose, RPSL shall be free to share information about the Merchant, Merchant Account, Settlement Account and any of the Merchant’s Transactions with the relevant regulators.
- Merchant hereby agrees and grants express authorization to RPSL to share information to the relevant regulators under the circumstances as specified in Clause 16(b) above. It is further clarified, for the avoidance of doubt that any sharing of information under Clause 16(b) of the Agreement shall not be considered as a breach of any confidentiality obligation of RPSL under the Agreement.
- The Merchant shall pay RPSL the applicable commission/fees and the cost of RPSL Property if applicable as set-out hereunder. Any applicable fees/charges/costs/deposits etc. and any changes to the same shall be communicated by RPSL to the Merchant time to time on email or by publishing it on the Platform or through any other medium. The Merchant shall be responsible to update itself with any such terms and changes to the terms time to time by referring to the website, Merchants email and the Platform.
- The Merchant shall be liable to pay an interest free security deposit to RPSL for the temporary use of RPSL Property as may be published by RPSL on the Platform time to time subject to following terms and other terms as set-out in this Agreement-
- The interest free security deposit shall be deposited by the Merchant in the manner stipulated by RPSL.
- The refundable security deposit shall be obtained from the Merchant purely to secure the proper handling of the RPSL Property and its safe return by the Merchant to RPSL, as per the terms.
- If the security deposit amount deposited by Merchant with RPSL is less than the value of the RPSL Property, RPSL shall claim such additional amount from the Merchant any time towards balance security deposit as and when deems fit by RPSL to cover the value of RPSL Property.
- If RPSL has allowed the Merchant to pay the part deposit the Merchant shall be responsible and liable to pay the balance security deposit amount to RPSL.
- The Merchant agrees that RPSL shall without prejudice to its rights and remedies under any law or in equity, have a right of lien over the refundable deposit for the satisfaction of all the obligations herein, including any payment obligations, by the Merchant.
- The Merchant acknowledges that it is not the intention of the parties to apply the refundable deposit towards consideration for any supply. The adjustment of the refundable deposit shall only be to the extent and in the manner envisaged in these terms.
- Physical Merchant Pricing
1. Transaction Charges for Kirana, Grocery & Supermarkets
Card / Instrument Type Merchant / Transaction Category Charges * JioMoney or Jio Payments Bank Per Transaction 0.00% Credit Card – POS Cumulative Transaction Value upto ₹ 5,000 per Calendar month, per merchant will be charged @ 0.00% Transactions above ₹ 5,000 per Calendar month, per merchant will be charged @ 1.30% Debit Card – POS Merchants with annual turnover upto ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 0.00% Transaction Value greater than ₹ 2000 0.00% Merchants with annual turnover above ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 0.00% Transaction Value greater than ₹ 2000 0.00%
2. Transaction charges for all Other Merchant Segments / Categories
Card / Instrument Type Merchant / Transaction Category Charges * JioMoney or Jio Payments Bank Per Transaction 0.00% Credit Card – POS Cumulative Transaction Value upto ₹ 5,000 per Calendar month, per merchant will be charged @ 0.00% Transactions above ₹ 5,000 per Calendar month, per merchant will be charged @ 1.90% Debit Card – POS Merchants with annual turnover upto ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 0.00% Transaction Value greater than ₹ 2000 0.00% Merchants with annual turnover above ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 0.00% Transaction Value greater than ₹ 2000 0.00%
3.Subscription fee for Jio Prime Partner Handheld (Model: Urovo i9000), Product: POS Machine
Sr. No. Category Charges * 1 Refundable Security Deposit ₹ 5,000 (Per Point of sale Handheld) 2 Recurring Monthly subscription fee ₹ 300 (Per Point of sale Handheld)
- Online Merchant Pricing
1. Transaction Charges
Sr.No Services Charges* 1 Net Banking 1.30% on transaction value 2 Credit Card (Visa/Master) 1.90% on transaction value 3 Amex 2.49% on transaction value 4 JioMoney 0.49% on transaction value 5 Other Mobile wallets 1.60% on transaction value 6 Debit Card MDR for Debit Card transactions through Physical POS / EDC & Online Payment Gateway acceptance (*) MDR for Debit Card transactions through QR code-based acceptance (*) Merchants with annual turnover upto ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 Waived (#) Waived (#) Transaction Value greater than ₹ 2000 0.40% (MDR cap of ₹ 200 per transaction) 0.30% (MDR cap of ₹ 200 per transaction) Merchants with annual turnover above ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 Waived (#) Waived (#) Transaction Value greater than ₹ 2000 0.90% (MDR cap of ₹ 1000 per transaction) 0.80% (MDR cap of ₹ 1000 per transaction)
2. Annual Maintenance Charges and Set Up Fee
Sr.No Category Charges* 1 Set up fee Rs. 0 2 AMC Rs. 1,999 (waived in first year)
*Applicable taxes extra
(#) Waived till 31st Dec, 2019 or earlier based on RBI or Govt of India directions
RPSL will collect an interest free security deposit from the Merchant for the use of its Services as may be mutually agreed by the Parties.
- The Merchant agrees that RPSL shall endeavor to make settlement of the payments (in respect of the Transactions made through Services) into the Merchant’s Settlement Account as per the payout schedule chosen by the Merchant. However the Merchant agrees that the settlement will be made a) as per the payout schedule chosen by the Merchant or b) within the maximum period granted by regulations or c) in case of maintenance activity (scheduled or unscheduled), the said activity is over or d) in case of any technical issues at RPSL or any third parties end once such technical issue is resolved, whichever is later. The settlement will be made only on working day. The payment schedule chosen by Merchant may be altered by RPSL any time with due intimation. RPSL will make payments to the designated Settlement Account of the amounts actually received by RPSL for Transactions submitted through the Services (less any applicable commission & taxes, which RPSL may deduct prior to any payment being made to the Settlement Account). Funds for any given Transaction will not be deposited until the Transaction is deemed complete and successful at the sole satisfaction of RPSL.
For the sake of the clarity the Merchant agrees that the Merchant shall be solely responsible to collect any payments made by the Consumer through Cash payments after availing the goods/services through the Sale Purchase Facility and RPSL shall not be responsible for the same.
- The Merchant shall monitor and communicate all errors in any of the settlements/ monies processed and managed by RPSL (mentioned in Clause 18(a) above) to RPSL within thirty (30) calendar days of such settlement. Any additional or lesser amount paid to the Merchant by RPSL shall be settled in the next settlement cycle. The Merchant hereby agrees that RPSL shall have all the rights to recover/ demand/ set-off any additional amounts paid to the Merchant from or against any other Transaction/ monies payable by RPSL to the Merchant. Further, RPSL may, in its sole discretion, seek refund of any such additional amount paid to the Merchant and Merchant shall refund such amount to RPSL within 2 (two) days of receipt of such demand/ communication to this effect. Failure to notify RPSL of any lesser amount paid to the Merchant within 30 (thirty) calendar days will be deemed as a waiver of any right to amounts owed to the Merchant.
This Clause shall be applicable to all the Transactions made using the payment services provided by RPSL between Merchant and Consumer and/or between Supplier and Merchant.
The Merchant/Supplier shall process refunds of monies as mentioned in this Agreement including the Transaction amounts through the Services, wherever applicable, within prescribed time as notified by RPSL for such refunds from time to time and shall notify RPSL, in case if any Transaction amount is to be refunded to the Merchant/Supplier/Consumer.
The Merchant/Supplier shall ensure that there is always sufficient balance in the Merchant Account for refunding any amount to the Consumer/Merchant/Supplier through the Services and/or the Merchant/Supplier has been doing sufficient Transactions so that RPSL may set-off the refund amount from the amounts payable to the Merchant in the next payment cycle of the Merchant. In case the Merchant/Supplier has chosen Services as a settlement account funds will be recovered from the said account of the Merchant.
In case of a Chargeback Transaction, repudiation of any transaction, or a request for refund by the Consumer and in case of transaction between Supplier and Merchant the Merchant for any reason whatsoever, RPSL shall be entitled to debit to the account of Merchant/Supplier as the case may be or withhold from the amounts due from it to Merchant/Supplier, from time to time, to recover any amounts due from it or incurred by RPSL on account of Chargeback Transactions. Further, the Parties hereby agree that RPSL shall, at any time, be entitled to set-off any or all amounts due to it from a Merchant/Supplier, in connection with any or all Chargeback Transaction.
The Merchant/Supplier shall indemnify and keep RPSL indemnified from any actions, claims, costs, loss, damages, expenses, or liabilities resigning out of (a) a transaction between Merchant and consumer (b) all transactions that Merchant/Supplier submits are charge back (c) the Merchants/Supplier failure to produce a clear legible and valid transaction record requested by RPSL within applicable time limits (d) all transaction between Supplier and Merchant.
The Merchant/Supplier agrees to provide any and all documents/information as may be requested by RPSL for investigation of refund/charge back transaction between Consumer and Merchant and/or Supplier and Merchant for investigation. RPSL decision shall be final in case of Chargeback Transaction and shall be binding on the Supplier/Merchant. RPSL processes and policies shall be applicable for all Chargeback Transactions and refund transaction between Consumer and Merchant and/or Supplier and Merchant.
RPSL shall be, in relation to a Transaction, entitled at any time to refuse payment hereunder to the Merchant or if payment has been made to the Merchant, to debit the Merchant Account or to seek immediate reimbursement from the Merchant towards the amounts paid, notwithstanding any authorisation given by RPSL to the Merchant if: (a) Consumer disputes the financial Transaction; (b) any suspicious Transaction/activity appears in Merchants Account.
Notwithstanding anything contained herein, where RPSL has reason to believe that any Transaction is fraudulently incurred, RPSL shall be entitled to withhold payment in respect thereof. In the event that RPSL is required to conduct an investigation, resolve any pending dispute related to the Merchant Account, Settlement Account or as required by law or under direction of any regulatory authority, RPSL may defer pay out or restrict access to certain funds for the entire time of such investigation or as directed by the regulators. Such funds held back shall not accrue any interest.
In aforesaid scenario the Merchant will be given an opportunity to hear and RPSL shall after hearing the Merchant take necessary decisions at its end.
It is clarified that the above right may also be exercised by the acquirer for card transaction services and the Merchant agrees to abide by the decision of the acquirer/RPSL in this regard
RPSL shall provide disclosures and notices required by law and other information about the Merchant Account and Settlement Account to the Merchant electronically through email address registered with RPSL and if the email is not registered by the Merchant with RPSL such notices shall be displayed on the Platform. Such disclosures and notices are considered received by the Merchant within 24 hours of such posting on the Platform.
The Merchant agrees that all the systems of the Merchant shall be compliant with the applicable payment industry standards as may be apply to the Merchant. To this extent, Merchant shall permit RPSL and/or any regulatory body including payment networks/acquirer to conduct an audit of the Merchant systems in order to verify such compliance.
- RPSL and Merchant may terminate this Agreement by giving 30 (thirty) days’ notice to the other Party in writing without assigning any reason.
- RPSL reserves the right to cease to provide Services and/ or close the Merchant Account, without giving any notice to Merchant (a) if the Merchant has breached the terms of this Agreement or applicable laws or any payment network rules (b) Merchants failure or neglect to use the Services or Merchant Account for a continuous period of 180 (one hundred eighty) days, (c) any person other than the Merchant is attempting to access the Merchant Account/Services or attempts to hack the same; (d) if some person presents identical commercial credentials in attempts to open another Merchant Account/Services; (e) if RPSL is mandated to do so by the relevant regulators or to the extent the same is required to be done by reason of any payment network rules; (f) any Transaction with the Merchant/Supplier is for any reason unlawful, or unenforceable; (g) any suspicious Transaction/activity appears in Merchants Account/Services (h) any transaction between Merchant and supplier and/or Merchant and Consumer appears to be fraudulent, dubious or out of pattern (i) if RPSL is of the view that the reimbursement of the Brand Coupon is made fraudulently or the redemption of the Brand Coupon is doubtful/dubious
- The Parties agree and confirm that any termination or suspension of this Agreement does not relieve the Merchant of any obligations to pay Commission or costs accrued till the date of termination and any other amounts owed to RPSL as provided in this Agreement to RPSL.
- On termination of this Agreement, the Merchant agrees to return all assets, materials including RPSL Property belonging to RPSL and destroy or return the software belonging to RPSL at the option of RPSL. The Merchant agrees to provide RPSL with a written confirmation within fifteen (15) business days, confirming such return or destruction as the case may be.
Upon termination of the Agreement, the Merchant agrees: (a) that upon completion of the said notice period, the relevant Merchant Account shall be closed. Upon closure of the Merchant Account, any pending Transactions will be cancelled. Any funds that RPSL is holding in custody for the Merchant at the time of closure, less any applicable Commission, will be paid out in accordance with the pay-out schedule, assuming all pay out related authentication requirements have been fulfilled and no investigation is pending at the time of Merchant Account closure. (b) to continue to be bound by such provisions of this Agreement which survive by their nature, (c) to immediately stop using the Services, (d) that RPSL reserves the right to delete all of information of the Merchant and related account data stored on RPSL’s servers including Merchant Account, (e) that RPSL shall not be liable to the Merchant or any third party for termination of access to the Services or for deletion of Merchant’s information or related account data including Merchant Account; (f) to provide all records, data, documents in its possession to RPSL; and (g) to return all assets, materials and destroy software at the option of RPSL belonging to RPSL (h) RPSL shall disconnect any and all Services and Merchant Account shall be closed by RPSL and the Merchant shall not be entitled to access the said Merchant Account from the date of such termination.
RPSL or all the right holders in/of the RPSL Property, as the case may be, own title, interest and rights, including all related intellectual property rights, in/of the RPSL Property and the Merchant acknowledges that such ownership shall include all intellectual property rights arising from any suggestions, enhancement requests, recommendations or other information provided by the Merchant whether in course of use of the RPSL Property or otherwise.
The relationship between RPSL and the Merchant is not of a principal and agent. For the sake of clarity the Parties agree that the relationship between the Merchant and RPSL shall be on principal to principal basis. The Services are protected by trademarks, copyright, trade secret and other intellectual property laws. The Merchant agrees and acknowledges that for the purpose of this Agreement, RPSL is and shall continue to be the owner of all its trademarks, copyrights, trade secrets, intellectual property rights including intellectual property in the Services and the Platform the Merchant also agrees and undertakes not to claim any right over any such trademark, copyright, trade secrets and/or intellectual property rights of RPSL. The Merchant agrees that the third party trademarks, logos, intellectual property available on the Platform shall be property of such third party and the Merchant shall not claim any right and title on the same.
The Merchant will indemnify, defend and hold harmless RPSL from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses including without limitation attorneys’ fees arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to or in connection with: (a) any actual or alleged breach of the Merchants representations, warranties, covenants, or obligations set forth in this Agreement; (b) violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (c) violation of any law, rule or regulation of India or any other country(d) consumer or any other party’s access and/or use of the Merchant Account/Services with the Merchant’s unique username, password or other appropriate security code; and/ or (e) Transaction or any sale or proposed sale of goods and/ or services by a Merchant to Consumer (f) wrongful or improper use of RPSL technologies/Intellectual Property.(g) any issues/disputes raised by consumer/supplier/Merchant in relation to the Additional Features (h) any issues/disputes in relation to the Brand Coupons. (i) any issues, disputes in relation to the Sale Purchase Facility (i) any use or misuse of RPSL Property.
The Merchant represents, undertakes and warrants to RPSL that: (a) any Transaction submitted will represent a bona fide sale or rendering of services by the Merchant; (b) any Transactions submitted will accurately describe the goods and/or services sold and delivered by Merchant to a purchaser; (c) it shall fulfill all obligations to each Consumer for which a Transaction has been submitted and will resolve any consumer dispute or complaint directly with the purchaser/ Consumer; (d) the Merchant and all Transactions initiated by the Merchant will comply with all national, state, and local laws, rules, and regulations applicable to the Merchant and/or the business, including any applicable tax laws and regulations for availing the Services and shall continue to remain compliant with the same. (e) no Transaction submitted through the Services will represent a sale to any principal, partner, proprietor, or owner of RPSL; (f) the Merchant will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (g) use of the Services will be in compliance with this Agreement and the applicable laws; (h) it is legally authorized to carry on business and has all necessary permits and licenses to carry out its business; (i) It shall use Services, RPSL Property, the Merchant Account and the Settlement Account only in India and for the purpose of this Agreement; (j) it will not accept payments in the Merchant Account/ Settlement Account or use Services or receive payment from payment instrument through Services of the Consumer in connection with any and all business activities that are: (i) listed as excluded activities on the Jio Money Website/Platform, as updated from time to time; and/ or (ii) which are illegal/ not permitted as per any applicable laws. (k) it shall ensure to maintain and preserve records of Transactions as per applicable laws.
The Service and Platform is provided on an “as is” and “as available” basis. Use of the Service and the Platform is at the Merchant’s own risk. To the maximum extent permitted by applicable law, the Service and the Platform is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by the Merchant from RPSL or through the Service and Platform will create any warranty not expressly stated herein. Without limiting the foregoing, RPSL, its processors, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is correct; that the Service and Platform will meet the Merchant’s requirements; that the Service and Platform will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service and Platform is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service and Platform is downloaded at the Merchant’s own risk and Merchant will be solely responsible for any damage to Merchant’s property or loss of data that results from such download. RPSL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or Platform or any hyperlinked website or service, or featured in any banner or other advertising on Platform and RPSL will not be a party to or in any way monitor any transaction between the Merchant, third-party providers of such products or services and the Consumer.
- RPSL, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from the hacking, tampering or other unauthorized access or use of RPSL technologies, Platform, Merchant Account, Settlement Account or the information contained therein or any claims from any consumer purchasing or proposed to purchase any goods and/ or services from the Merchant.
- In the event that any Party breaches this Agreement, in addition to any other remedies provided pursuant to this Agreement or applicable law, the non-breaching Party will be entitled to recover from the breaching Party only the actual and direct damages that the non-breaching Party incurs on account of such breach.
- Notwithstanding any other provision of this Agreement, in no event, either Party, a Party’s direct or indirect subsidiaries, affiliates, agents, employees or representatives be liable for (i) any indirect, incidental, special, punitive, exemplary or consequential damages of any kind in connection with or arising out of this Agreement, or (ii) any lost profits, any loss of revenue or any compensation for anticipated sales or the cost of procurement of substitute services or for any costs, expenses, expenditures, investments or other commitments made in reliance upon or otherwise in connection with or arising out of this Agreement, under statute, in equity, at law or otherwise, whether or not the Party has been advised of the possibility of such damage.
The total liability of RPSL under this Agreement shall not be more than the value of Transaction under dispute.
Any and all information including terms of this Agreement and any documentation shared by RPSL with the Merchant shall be confidential information of RPSL and Merchant shall use the information only for the purpose of this Agreement. On termination of this Agreement merchant shall return all confidential information to RPSL and shall not retain any copy of the said confidential information with it.
The validity, interpretation, and performance of the Agreement shall be controlled by and construed under the laws of India. Subject to Clause 32, the courts in Mumbai shall have exclusive jurisdiction over any dispute, differences or claims arising out of the Agreement.
Any Dispute arising out of or in connection with the Agreement shall be amicably settled at the first instance by mutual discussions and negotiations. In the event the dispute is not resolved within 30 (thirty) days then any Party may refer the same to the arbitration of single arbitrator to be appointed mutually by the Parties. The provisions of the Arbitration and Conciliation Act, 1996 shall be applicable to such arbitration or any enactment of statutory modification thereof. The arbitration proceedings shall be in the English language. The place of arbitration shall be Mumbai. The award of the arbitral tribunal shall be final and binding upon the Parties and no appeal against the same shall lie to any court. Notwithstanding the foregoing, either Party may bring an action before the courts in Mumbai of appropriate jurisdiction for interim injunctive relief. Merchant agrees and acknowledges that RPSL shall not be made party to any dispute with Consumer/card holder/ any other consumer which is in connection with/ over services rendered and/ or goods sold by the Merchant and the Merchant agrees to indemnify RPSL from any loss, cost, compensation etc. arising out of the disputes with the Consumer.
The Agreement shall be published on Platform. RPSL may amend/modify/replace the Agreement any time by publishing the said amendments/modifications/replacement on the Platform. The Merchant shall visit the Platform time to time and update itself with Agreement and the revised/amended/modified terms before availing any services under the Agreement. Continuous use of RPSL services by the Merchant shall be treated as Merchants acceptance of the Agreement and any amendments/modifications/alterations thereto.
RPSL may assign this Agreement to any third party without any notice to the Merchant. However the Merchant cannot assign this Agreement to third party without prior written consent from RPSL.
The Agreement does not limit any rights that RPSL may have under trade secret, copyright, patent, or other laws. RPSL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term in this Agreement shall be deemed as a further or continuing waiver of such term or any other term.
Where any particular term or provision of this Agreement is determined under applicable law to be un-enforceable, such un- enforceable term (s) shall be severed from and will not affect any other terms and conditions. RPSL reserves the right to substitute any such un-enforceable term or provision with a suitable and enforceable provision at its sole discretion.
Notwithstanding the provisions of this Agreement, Merchant shall not be eligible for liquidated damages, damages or any cost or termination for default against RPSL, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. The Force Majeure situation shall include but not limited to situations like strike, act of god, fire, flood, any technical issues at the end of RPSL or third party service provider, regulators systems/software’s are down/not working, RPSL’s third party service providers software or services are down/not working/slow, war, civil unrest, emergency, court order, regulatory mandates/order, changes in laws/regulations/rules etc. If a Force Majeure situation arises, RPSL shall as soon as reasonably possible notify the Merchant in writing of such conditions and the cause thereof. Merchant may terminate this contract, by giving a written notice of minimum 30 days to RPSL, if as a result of Force Majeure, RPSL being unable to perform a material portion of the Services for a period of more than two months.