By accessing and browsing the website www.ccavenue.us of Infibeam Avenues Limited and by signing up with CCAvenue including but not limited to downloading any content from the site or Installing any part of the CCAvenue Service , you agree to and accept the Terms and Conditions as set forth below.
The CCAvenue® website https://www.ccavenue.us/ is copyrighted and proprietary to Infibeam Avenues Limited. Access is limited to authorized users only. To become an authorized user, you must enter into an agreement with Infibeam Avenues Limited and obtain an identification code and password from Infibeam Avenues Limited for use solely by your entity and the employees, officers and directors of your entity and solely to access the CCAvenue® website and the CCAvenue® mars backend for purposes of compliance with your obligations set forth in the these Terms and Agreement. Any distribution or use of your assigned identification code and password not expressly authorized herein is prohibited. All rights not expressly granted herein are reserved by Infibeam Avenues Limited.
We reserve the right, at our sole discretion to modify the Terms and Conditions at any time without any prior written notice to you. Any modifications will be effective immediately upon the date of posting of the modified Terms and Conditions on our website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services following the posting of changes will mean that you accept and agree to the modified terms and conditions; therefore it is your responsibility to review these Terms and conditions, policies and guidelines as mentioned herein. If you do not agree to the amended/revised terms, you must stop using the Services. Any use of the Services in violation of these Terms and Conditions may result in among other things termination or suspension of your right to use the Services. When you use Services provided by us, you will be subject to rules, guidelines, policies, terms, and conditions applicable to such Services, as may be modified from time to time and they shall be deemed to be incorporated into this terms and conditions and shall be considered as part and parcel of this terms and conditions. You are solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of the Services. These Terms and Conditions are the electronic record in terms of Information Technology Act, 2000 and its subsequent amendments. These Terms and Conditions are governed by the Laws of India and rules and guidelines set by Reserve Bank of India, Financial institutes, Card Companies from time to time.
- I. SCOPE OF SERVICE OF CCAVENUE:
- CCAvenue has agreed to avail the facilities offered through Internet by various Acquiring Banks and Financial Institutes, Card Companies, Online Payment Option Providers, software providers, as well as third party service providers (hereinafter referred to collectively as ‘Facility Providers’). These facilities and services include the provision of net banking facilities; internet based electronic commerce, internet payment gateway and electronic software distribution services and provides authorization and settlement facilities in respect of payment instructions initiated by various customers of the Sub Merchants on the Sub Merchant’s Websites/ Apps/ Web links. These facility providers allows CCAvenue to use the internet payment gateways developed by them to process all type of Online Payment Instruments and all online transaction initiated by a Customer on Sub Merchants Websites/ Apps/ Web links.
- CCAvenue is inter alia engaged in the business of offering e-commerce services, which include bill presentments / payment and accepting instructions through the internet in respect of payments to be made by the Customers using valid Payment Instruments to purchase/ avail various products and services offered by Sub Merchant and accordingly transfer funds from the Customer’s bank account to the Sub Merchant’s bank account.
- For providing the above stated e-commerce services, CCAvenue has signed up with facility Providers and has requested them to accept the instructions given by Customers of Sub Merchant through a valid online payment instrument and support CCAvenue to facilitate the online transactions and further direct and settle the proceeds of transactions from Customers bank account to CCAvenue’s Nodal Bank account and in turn to the Bank account of Sub Merchant.
- CCAvenue has also established a web-site with the domain name www.CCAvenue.us (“the Site”) to enable its Sub Merchant to link up with various payment gateways and Facility Provider so as to enable the Sub Merchant’s customers to place orders for purchase and pay for the goods and services through the Internet;
- CCAvenue is desirous of passing on all these services to its appointed Sub Merchants as more particularly hereinafter provided on the terms and conditions hereinafter appearing and subject to the Sub Merchant giving the indemnities and the declarations hereinafter contained.
- Along with services mentioned herein; if required by Sub Merchant CCAvenue shall additionally provide Electronic Bill presentment and payment settlement under Bharat Bill Payment System (BBPS) to the Sub Merchant in accordance with the Terms and Conditions as detailed here. The provision of services to Sub Merchant under BBPS is subject to feasibility and approval process and guidelines of BBPS.
- CCAvenue is desirous of passing on all these services to the Sub Merchant as more particularly hereinafter provided on the terms and conditions hereinafter appearing.
- The Sub Merchant shall be bound by the approval and registration process as per the set process of CCAvenue.
II. TERMS AND CONDITIONS:
- "Acquiring Bank" shall mean various banks and financial institutions licensed under the Payment and Settlement Systems Act, 2007 to acquire, authorize and authenticate the online payment transactions.
- "Sub Merchant Agreement/ Agreement" shall mean this agreement, declaration and indemnity and any and all tables, schedules, appendices, annexures and exhibits to be executed between the Parties.
- "Authentication" shall mean the process by which the Customer’s identification is authenticated by the Card Company/Acquiring Banks/ Payment Instrument Provider.
- "Authorization" shall mean the process hereunder by which the Issuing Institution and/or the relevant Acquiring Banks/ Payment Instrument Provider Card Company electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer on website/ mobile app/ web link.
- "Card Company/ies" shall mean and include Master Card, Maestro, Visa, Diners, American Express and NPCI etc. which authorizes and enables card transactions.
- "Customer" means any person holding a Valid Payment Instrument and who desires to purchase Services or Products from the Sub merchant and makes payment for the same over the Internet on CCAvenue’s Web site using a Payment Instrument.
- "Customer Order" shall mean an order for purchase of goods or availing of services provided by the Sub Merchant at the Sub Merchant’s Site and made by the Customer at the Sub Merchant’s Site and which Customer Order shall be specifically designated by a Customer Order Number on mention or use of which the details of the order could be obtained by the Customer from the Sub Merchant on-line at the Site, including without limitation details of the status of the order.
- "Customer Charge" means
- in respect to Product means the sale price of the Product purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product that are to be charged to the Customer’s Valid Credit Card/Debit Card/Bank Account or any other payment mechanism.
- In respect to Services means the sale price of the services rendered to the Customer plus the all other taxes, duties, costs, charges and expenses in respect of the Services that are to be charged to the Customer’s Valid Credit Card/Debit Card/Bank Account or any other payment mechanism.
- "Delivery" means,
- in respect of a Product, delivery of the Product by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf, or
- in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Sub Merchant to CCAvenue electronically through their CCAvenue account backend to the satisfaction of CCAvenue and The Facility Providers. CCAvenue and The Facility Providers reserve the rights to call for physical proof of delivery in respect of a Service, delivery/performance of the Service.
- "Effective Date" means the date of signing up/registering with CCAvenue or by Clicking The Acceptance Button or Installing Any Part of The Service whichever earlier by the Sub Merchant.
- "Facility Providers" means various Acquiring Banks and Financial Institutes, Card Companies, Online Payment Option Providers, software providers, as well as third party service providers that participate in Authorization/ Authentication/ Facilitation of online payments. These facility providers allows CCAvenue to use the internet payment gateways developed by them to process all type of Online Payment Instruments and all online transaction initiated by a Customer on Sub Merchants Websites/ Apps/ Web links.
- "Financial Institutes": means all bank and non- banking financial institutes or any financial institute other than Acquiring Banks, Card Companies and Payment Instrument providers that are authorized to issue a valid online payment instruments and/or to participate as facilitator of an online transaction.
- "Issuing Bank" in respect of a Customer, means the bank which has issued the Valid Card and/or any other Payment option to the Customer with which Customer makes the payment for the Products / Services.
- "Payment Instrument/s" means a valid payment instruments physical or virtual, issued by an authorized Card Company, Financial Institute and any other Payment Instrument Providers that enables the Customer to initiate and complete an online transaction to purchase/ avail products and services of Sub Merchant.
- "Payment Instrument Provider" shall mean any legal entity authorized to issue online Payment Instruments such as wallet, prepaid cards etc. The term Payment Instrument provider does not include Card Companies, Acquiring Banks, and Financial Institutes.
- "Product" means a tangible product that is manufactured or distributed by the Sub merchants, and that is purchased by the Customer, the payment for which is to be made on the Customer’s Valid Credit Card/Debit Card/Bank Account.
- "Proof of delivery" shall mean
- In respect of Product, sufficient legitimate records evidencing Delivery of the Product to the customer (i.e. Charge slips, bills etc.) All proof of delivery of Products shall be maintained by the Sub Merchant for a period of at least one year from the date of delivery by the Sub Merchant and shall be open to inspection by CCAvenue and the facility providers at any time whatsoever.
- In respect of Service, sufficient legitimate records evidencing receipt of the Service to the customer (i.e. Invoice, bills, etc.) All proof of delivery of Services shall be maintained by the Sub Merchant for a period of at least one year from the date of delivery by the Sub Merchant and shall be open to inspection by CCAvenue and the facility providers at any time whatsoever.
- "Payment Mechanism" means the entire processing and facilitation of online payments by CCAvenue with help of the services of Facility providers, mechanism through the Internet utilizing the Internet Banking facility; internet based electronic commerce, internet payment gateway of various Facility Providers and through such other modes and mechanisms of payment and delivery as may be notified by CCAvenue from time to time.
- "Service" means tangible or intangible services provided to the customer by the Sub Merchant the payment for which is to be made on the Customer’s Valid Credit Card/Debit Card/Bank Account.
- "Transaction Discount Rate" means, the non-refundable rate charged to the Sub Merchant by CCAvenue on the transaction amount processed through CCAvenue and / or the Facility Providers, Payment Gateway System and it includes the Merchant Discount Rate as notified by the Reserve Bank of India, the Facility Providers from time to time and the processing and other charges charged by CCAvenue as its service charges from time to time. The Transaction Discount Rate is exclusive of GST and/or any other Taxes as notified by the Government from time to time. The Transaction Discount Rate which is intimated/ communicated by way of a written electronic communication from CCAvenue to the Sub Merchant shall be binding on the Sub Merchant. However, the Transaction Discount Rate may be revised quarterly by CCAvenue, and CCAvenue will advise the Sub Merchant of any such change not less than 7 days in advance of its effectiveness.
- "Transaction" means every order that results in the Delivery by the Sub Merchant to the Customer of the Product(s) / Services in respect of which the Order was placed.
- "CCAvenue Site" shall mean the web-site with the domain name "http:// www.ccavenue.us" established by CCAvenue for the purposes of enabling on-line trading instructions by the Customers of the Sub Merchant to CCAvenue.
- "Sub Merchant’s Site" shall mean the web-site / mobile app/ web link registered with CCAvenue established by the Sub Merchant for the purposes of enabling its Customers to place orders for purchase of goods and services through the Internet.
2. TERM; NON-EXCLUSIVE:
Term: These terms and conditions shall become effective on the Effective Date and shall remain in full force until a notice of termination by CCAvenue or the Sub Merchant is given, or until terminated under other provisions of the Terms and Agreement executed between the Parties.
- Non-exclusive: Nothing in this terms and conditions shall prohibit CCAvenue from furnishing the services similar to those provided under these Terms and Agreement to others, including competitors of the Sub Merchant.
3. PAYMENT TERMS:
- Subject to the terms of this terms and conditions, CCAvenue will send to Sub Merchant’s Bank Account all customer charge from Transactions taking place on Sub Merchant’s website using the Payment Mechanism of CCAvenue, minus any fees including TDR, invalidated payments, chargebacks, refunds or any bank fees or penalty by banks for excessive chargebacks or refunds, applicable taxes, any excess amount paid to Sub Merchant and other amounts that the Sub Merchant owe to CCAvenue. If there are insufficient funds available in Sub Merchant’s account, CCAvenue shall claim from the Sub Merchant such amount to the extent the funds are insufficient; which the Sub Merchant on receipt of the claim undertakes forthwith to pay to CCAvenue without any delay.
- Rejection of Payment
CCAvenue and the Facility Providers may reject payment in respect of Orders where:
- The Sub Merchant has not obtained a necessary authorisation or CCAvenue, the Facility Providers and the Acquiring Banks are entitled to reject payment in terms of Clauses hereof;
- Any Order which the Customer refuses to pay because the Product / Service was not as promised or was defective or was not delivered;
- The card-issuing bank advises that the credit card number does not match any number on file;
- Payment in respect of the Order or the relevant instalment of the purchase price has already been made;
- Any Products or services provided by the Sub Merchant using CCAvenues’ payment Mechanism without prior written approval of CCAvenue.
- The Order was not confirmed by Sub Merchant within 12 calendar days from the date the Order was placed;
- Any amount duly receivable by CCAvenue from Sub Merchant.
- Where CCAvenue and the Facility Providers is entitled to reject payments in respect of an Order or demand a refund, CCAvenue shall be entitled to set off and deduct from any payment due to the Sub Merchant, and in doing so CCAvenue may:-
- debit the Sub Merchants Account held with CCAvenue, forthwith; and/or;
- deduct the outstanding amount from subsequent credits to the Sub Merchants Account, and/or;
if there is insufficient funds available therein; claim from the Sub Merchant the amount paid to the Sub Merchant by CCAvenue in respect of the relative sales; which the Sub Merchant on receipt of the claim from CCAvenue undertakes forthwith to pay to CCAvenue, the amount of the refund to the extent to which such funds proves inadequate;Payment of Customer charge in respect of an Order shall be made as per the TDR, Other charges and Payment schedule agreed by both the Parties in writing through electronic communication from time to time. The Customer charges to be paid in the in the bank account of the Sub Merchant instructed by the sub merchant in writing and on receipt of proof of Delivery of the relevant Product / Service and CCAvenue will deliver its payments to the Sub Merchant as promptly after these dates as is practicable.
- Taxes: Each Party shall bear and pay respective Taxes as made applicable by the Government authorities from time to time. The Sub Merchant covenants to comply with all the compliances mandated under the Goods and Services Tax (GST) as and when the same is implement by the relevant Government authority, including but not limited to filing valid tax return relating to its transactions with CCAvenue. In case any credit, refund or other benefit under GST is denied to CCAvenue or is delayed due to any non-compliance by the Sub Merchant (such as failure to upload the details of Supply of Goods/service on the GSTN portal, failure to pay GST to the Government, lower compliance rating etc.) or due to non-furnishing or furnishing of incorrect or incomplete documents by the Sub Merchant with the Government or CCAvenue , the Sub Merchant agrees to indemnify, defend and hold harmless CCAvenue and reimburse CCAvenue for the loss including ,but not limited to, the tax loss, interest, penalty, reasonable costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise; including, without limitation, reasonable attorneys’ fees and costs (whether or not a suit is filed).
- Sub Merchant’s Minimum Deposit Account Balance (If applicable): It is mutually agreed by the Sub Merchant and CCAvenue, that CCAvenue may retain a minimal amount “Reserve Deposit Amount” out of amounts payable to the Sub Merchant in terms of Clause 3 hereof. The Sub Merchant agrees that CCAvenue will impose Transaction Limits or additional Reserve Deposit Amounts, either temporarily or permanently, which are more restrictive than limits placed on the Sub Merchants in order to reduce CCAvenue's reasonable apprehension of risk of loss under varying circumstances.
4. COVENANTS AND REPRESENTATIONS OF THE SUB MERCHANT:
- CCAvenue and the Facility Providers shall not be a party to the Agreement or dispute between the Customers and the Sub Merchant. In the event of any dispute between the Sub Merchant and the Customer whether in relation to any deficient, improper or incomplete service provided by the Sub Merchant or otherwise, CCAvenue and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
- The Sub Merchant undertakes to make timely payments of all the monies, charges, and chargeback amounts, refund amount duly payable to CCAvenue as and when demanded by CCAvenue. Sub Merchant also undertakes to payback any amount received in excess or erroneously from CCAvenue within 7 (Seven) days of receipt of claim from CCAvenue without any delay, demur or protest.
- The Sub Merchant assures and guarantees to CCAvenue and the Facility Providers that the Sub Merchant is acting in compliance with and shall at all-time act in compliance with all laws, rules and regulations, notification, and guidelines set by RBI/ CCAvenue, Acquiring Banks, Card Companies i.e Master Card, Visa, American Express Card etc and the Facility Providers and further assures and guarantees that the products and services mentioned on CCAvenue website at link https://www.ccavenue.us/faq_ccav.jsp (go to _ FAQ-About CCAvenue as a payment gateway – what are the businesses that are not accepted by CCAvenue) shall not be sold on the Sub Merchants site using services of CCAvenue. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India shall not be offered by the Sub Merchant to its customers through the services of CCAvenue.
- The Sub Merchant further confirms, undertakes and assures that in the event of violation of any of the byelaws and standards of RBI, Acquiring Banks, Card Companies i.e Master Card, Visa, American Express Card etc , the Facility Providers and CCAvenue by the Sub Merchant AND any penalty or charge imposed by the RBI, Acquiring Banks, Card Companies i.e Master Card, Visa, American Express Card etc and the Facility Providers on CCAvenue for any violation or for any reason whatsoever, the Sub Merchant shall on receipt of the claim from CCAvenue undertakes forthwith without any demur, protest, dispute or delay, to pay to CCAvenue, the amount of the penalty / fine imposed by the Facility Providers on CCAvenue.
- The Sub Merchant shall not at any time require the Customer to provide the Sub Merchant with any details of the accounts held by them with the Issuing Banks or Payment Instrument Provider including, the passwords, account number, card numbers and PIN which may be assigned to them by the Issuing Banks or Payment Instrument Provider from time to time.
- In the event of any inconsistency between any provision of these terms and conditions and the standards set out by Facility Providers, the standards shall govern.
- The Sub Merchant is aware that CCAvenue and the Facility Providers are not guaranteeing any transactions with the Customers in any manner whatsoever. The Sub Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of customers.
- The Sub Merchant shall use CCAvenue’s services and other facilities offered on CCAvenue’s site only for the Sub Merchant’s web-site/ mobile app/ web link as registered with CCAvenue and for no other site/s. The Sub Merchant shall use CCAvenue Payment Gateway services only for products and services mentioned in approved by CCAvenue and for no other products or services. In case of any deviation from the services without prior written approval of CCAvenue, the Sub Merchant undertakes to be abiding by the decisions of CCAvenue including suspension of the pay out or refund to customer or termination of CCAvenue services.
- The Sub Merchant acknowledges that the Facility Providers and CCAvenue have the right to enforce any provision of the standards and to prohibit any Sub Merchant conduct that may injure or may create a risk of injury to the Facility Providers and CCAvenue including injury to reputation, or that may adversely affect the integrity of the Facility Providers and CCAvenue’s core payment systems, information or both. The Sub Merchant agrees that he will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and CCAvenue.
- The Sub Merchant shall take all precautions as may be feasible or as may be directed by CCAvenue and the Facility Providers to ensure that there is no breach of security and that the integrity of the link between the Sub Merchants Site, CCAvenue’s site and the Payment Mechanism is maintained at all times. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the Sub Merchant and the Sub Merchant shall indemnify and keep indemnified CCAvenue and the Facility Providers from any loss as may be caused in this regard.
- The Sub Merchant herby grants to CCAvenue and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Sub Merchant solely in connection with the marketing of their facilities and services to the public. The Sub Merchant shall prominently display on its Website and in other online marketing materials if applicable, a statement/logo/image provided by CCAvenue and or upon instructions of facility Provider.
- The Sub Merchant represent and warrant to CCAvenue and the Facility providers that: (a) Sub Merchant is duly organized, validly existing and in good standing under the Laws of the territory in which its business is registered, and a resident of India for income tax purposes; (b) Sub Merchant has all requisite license. Registrations, right, power and authority in full force to avail CCAvenue services and perform its obligations and grant the rights, licenses and authorizations hereunder; and (c) Sub Merchant and its subcontractors, agents and suppliers will comply with all applicable Laws in the performance of its obligations and exercise of the rights under these terms and conditions.
- The Sub Merchant states that the individual signing/registering/ accepting by clicking the Acceptance Button of this terms and conditions is an authorized representative of the Sub Merchant and is thereby fully authorized to bind the sub merchant to contractual obligations and is authorized to bind the Sub Merchant to contractual obligations and is authorized to provide the information and documentation submitted in connection with the agreement to be executed between the parties are complete and correct in all material respects. Sub Merchant authorizes CCAvenue to obtain and verify, and to continue to obtain and verify any information submitted by Sub Merchant any relevant information regarding principals, partners, officers or other authorised representatives of Sub merchant and any other individuals listed by Sub Merchant, and for CCAvenue use such information as reasonably necessary during the course of providing the services contemplated here under as well as for CCAvenue to share such information with its affiliates or as otherwise allowed by applicable law.
- If the Sub Merchant is providing the online Payment gateway services or services similar to online Payment Gateways or is going store the confidential data of customers on sub merchants website then the Sub Merchant shall be Payment Card Industry Data Security Standard certified (PCIDSS) and shall continue to be certified as per the required regulations with respect to the security obligations pertaining to CCAvenue Services provided by CCAvenue. The Sub Merchant hereby undertakes and agrees it shall not store any confidential information of the Customers such as card details customer confidential details etc if it is not PCI DSS certified and shall further indemnify CCAvenue in case of any claim, proceeding, loss or liability arising due to non-compliance of the same.
- The Sub merchant undertakes to be abided by the Master Card Rules all the time, the detailed manual of the rules can be referred from the link: (http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf) this link is subject to change as per the amendments made in manual of Master card, uploaded from time to time. Important sections of the Master Card Rules that the Sub Merchant undertakes the following :
- On an on-going basis, the Sub merchant to promptly provide CCAvenue with the current address of each of its offices, all “doing business as” (DBA) names used by the Sub merchant, and a complete description of goods sold and services provided.
- In the event of any inconsistency between any provisions of the Sub merchant Agreement executed between the Parties and the Standards (i.e. the Manual), the Standards (the Manual) will govern.
- CCAvenue may require any changes to Sub Merchant’s website or otherwise that it deems necessary or appropriate to ensure that the Sub merchant remains in compliance with the Standards governing the use of the Marks.
- The Sub Merchant Agreement automatically and immediately stand terminated if the Master Card Corporation de-registers CCAvenue or if the Facility providers ceases to be a Customer for any reason or if such Acquirer fails to have a valid License with the Corporation to use any Mark accepted by the Sub merchant.
- CCAvenue may, at its discretion or at the direction of its Facility providers, immediately terminate the Sub merchant Agreement for activity deemed to be fraudulent or otherwise wrongful by CCAvenue, and Facility providers.
- The Sub merchant acknowledges and agrees:
- To comply with all applicable Standards, as amended from time to time;
- That the Master Card Corporation is the sole and exclusive owner of the Master Card Marks;
- Not to contest the ownership of the Marks (of Master Card corporation ) for any reason;
- The Master Card Corporation may at any time, immediately and without advance notice, prohibit the Sub merchant from using any of the Master card Marks for any reason;
- The Master Card Corporation has the right to enforce any provision of the Standards and to prohibit the Sub merchant and/or its Payment Facilitator from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Master Card Corporation, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation’s Confidential Information as defined in the Standards, or both; and
- The Sub merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
- The Sub Merchant undertakes to be abiding by the rules and regulations formed by the governing authority in respect of the Anti-Money Laundering Act 2002, Information Technology Act 2000 and subsequent Amendments incorporated thereon.
- The Sub Merchant hereby undertakes that, all the representations made herein are true and valid as per law of India. The Sub Merchant represent that the Sub Merchant holds valid licenses, brand proofs, tie-up agreements from its business Associates and the Sub Merchant is legally authorised to sale the products and services online through the Sub Merchant URL.
- The Sub Merchant upon change in details shall provide supporting documents to CCAvenue. The Sub Merchant shall provide the KYC documents to Merchant on an interval of one year.
5. DATA PROTECTION :
- All the data processed in respect of the CCAvenue services are subject to the data Privacy Regulations under applicable laws. Sub Merchant and CCAvenue shall be subject to and will comply with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, General Data Protection Regulation (GDPR) (EU) 2016/679 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the “Privacy Regulations”).
- CCAvenue its employees, contractors or agents may, in connection with the services provided by CCAvenue collect Personal Information in relation to Sub Merchant (including Sub Merchant Customers, employees and directors) CCAvenue may process, use and disclose, transfer and store the Sub Merchants customers personal information for purposes connected with the CCAvenue services and otherwise for the purposes of its legitimate business and business operations or as required by law.
- Insofar as information provided, or to be provided, by Sub Merchant to CCAvenue includes the Personal Information of customers, Sub Merchant represents and warrants that it has obtained sufficient informed prior consent in writing from each Customer to whom any Personal Information relates to, in order for CCAvenue to comply with applicable data privacy regulations and which allows CCAvenue to collect, use, disclose, process, transfer and store such information for the purposes specified in these terms and conditions, including in the circumstances described above, and will provide CCAvenue with such consent as and when requested by CCAvenue.
6. FAIR USE OF CCAVENUE SERVICES:
- The Sub Merchant shall use the services of CCAvenue only for the purpose of receiving online payments against the products/ services approved by CCAvenue. Using the services of CCAvenue for any other purpose shall entitle CCAvenue to take appropriate legal action and/or charge penalty suspend all the pay-outs to the Sub Merchant.
- The Sub Merchant shall not misuse the services of CCAvenue for illegal gains including but not limited to illicit use of Credit Cards.
- The Sub Merchant in case of any fraud or ill intentional transaction by customer shall cooperate with CCAvenue and forward all necessary transaction and customer details to CCAvenue at the earliest.
- The Sub Merchant data related to transactions taking place through CCAvenues’ payment gateway services shall be stored by CCAvenue for a maximum period of one year from the date of transaction. Post completion of this one year the data will automatically get deleted from CCAvenues’ database. CCAvenue shall not be liable to produce the data that is older than one year.
- Breach by Sub Merchant: If CCAvenue, the Facility Providers suspects, on reasonable ground, that the Sub Merchant has committed a breach of these terms and conditions or agreement or dishonestly or fraud against CCAvenue, the Facility Providers, or any customer, CCAvenue shall be entitled to suspend all payment to the Sub Merchant pending enquiries by CCAvenue. CCAvenue shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry. CCAvenue reserve right to charge appropriate penalty to the Sub Merchant in case of breach of terms of these terms and conditions or agreement. CCAvenue may adjust such penalty amount from the next pay out of Customer Charge. In the event of no balance in the Sub Merchant account, the Sub Merchant shall make the payment of such penalty amount; failure to make payment of the Penalty amount will attract interest over the Penalty as per the prevailing interest rates. Breach by Customer: in case the Customer of Sub Merchant commits fraud against the Sub Merchant using CCAvenue’s services, CCAvenue in such cases shall be entitled to suspend the payouts of the disputed amount till the issue is resolved between Sub Merchant and Customer. CCAvenue shall not be liable to pay any interest upon the suspended payouts during or after the pendency of the inquiry
- Authorisations: The Sub Merchant shall obtain authorisation from CCAvenue, before accepting any Customer Order. This process of Authorisation is an automatic process that takes place in real-time.
7. CHARGEBACK AND REFUND:
- The Sub Merchant agrees that payment made in respect of any Customer Order, in respect of which the Customer or Issuing Bank raises a claim, demand, dispute or chargeback on CCAvenue or the Facility Providers for any reason whatsoever or in case of refund initiated by the Sub Merchant shall be the financial responsibility of the Sub Merchant. The chargeback or refund shall be processed as per the set processes of Facility Providers and CCAvenue. Once the chargeback is received and the sub merchant is ordered to make payment of the chargeback amount or in case of refund once the refund requested is initiated by the Sub Merchant, the Sub Merchant shall make the payment of the chargeback/ refund amount as the case may be without any demur or protest, dispute or delay. The Sub Merchant shall make payment of chargeback amount within 48 hours from the time of receiving the request for making payment of chargeback and or in case of refund immediately at time of initiating the refund. The Sub Merchant hereby agrees that all refunds and chargebacks shall be the sole responsibility of the Sub Merchant and CCAvenue shall not be liable for any claims or disputes which may arise in connection with such refunds or Chargebacks to the Sub Merchant or its Sub Merchants. The Sub Merchant agrees to indemnify CCAvenue in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation refunds or Chargebacks for all Transaction initiated and instructed through the Sub Merchant’s website.
- If CCAvenue and/or the Facility Providers determine that the Sub Merchant and/or its business associates registered with CCAvenue are incurring an excessive amount of Chargebacks or refunds, CCAvenue may establish controls or conditions governing the Transactions contemplated under these terms and conditions, including without limitation, by (a) establishing new processing fees, (b) by requesting a reserve in an amount reasonably determined by CCAvenue to cover anticipated Chargebacks and refunds (c) by asking the Sub Merchant to first make payment of the chargeback amount / refund amount and then only process the chargeback and refund request.(d) delaying or suspending pay-outs to Sub Merchant, (e) block the refund or refuse to process (f) adjusting the chargeback and refund amount from the Customer Charge payable to Sub Merchant and (g) imposing penalty amount if any charged by Facility Providers (h) charge interest over the chargeback and refund amount (i) terminating or suspending CCAvenue Services.
- The Sub Merchant hereby authorises CCAvenue to appropriate the Sub Merchant’s current balance amounts with CCAvenue to the extent of the aforesaid chargeback and refund and any other moneys due to CCAvenue by the Sub Merchant. If there is insufficient funds available therein; the Sub merchant shall within 48 (Forty eight ) hours of finding out negative balance or insufficient balance in his Merchant Accounting and Reporting System (M.A.R.S) Interface and/or on receipt of the e-mail from CCAvenue and/ or claim from CCAvenue undertakes forthwith without any demur, protest, dispute or delay, to pay to CCAvenue, the amount of the chargeback/dispute / refund to the extent to which such funds proves inadequate. Without prejudice to any other of CCAvenues rights and remedies, in the event that the Sub Merchant does not make any payment to CCAvenue by its due time (within48 hours) or on demand as required by CCAvenue. CCAvenue shall be entitled to charge interest on such overdue amount upon completion of the said 48 (Forty eight) hours (as the case may be) until the date of payment in full, at the rate of 2-4 % per month, solely as per CCAvenue’s discretion. It is agreed that any claim or dispute arising out of non-payment of refund / insufficient balance shall be the absolute liability of the Sub Merchant AND the Sub Merchant hereby indemnifies CCAvenue, and the Facility Providers against any claims, dispute initiated by any Customers/ Facility Provider or any third party / Authority enforced on CCAvenue, banks/card companies/payment service provider etc. for the non-refund of such transactions.
- Credit Facility on refunds: Since the Sub Merchant will not be allowed to initiate refunds of amount greater than the balance amount held with CCAvenue; The Sub Merchant may face refund related issues from the Customers such as, “the refunds were blocked by CCAvenue due to insufficient or no balance amount in Sub Merchant account held with CCAvenue”. In order to avoid such refund issues and to continue the smooth refund process, the Sub Merchant may avail the credit facility on refunds where in CCAvenue at its sole discretion may allow the Sub Merchant to initiate refunds of amount greater than the balance amount available with CCAvenue. This facility will allow additional time not exceeding 7 (Seven) days to the Sub Merchant to arrange for funds against refunds so initiated. To avail the Credit facility the Sub Merchant shall give separate written instructions to CCAvenue, CCAvenue on its sole discretion may grant the Credit Facility on refund to the Sub Merchant. The Sub Merchant agree that the repayment of credit facility on refund shall be governed by all the sub clauses (i), (ii) and (iii) above and also by the special terms and conditions formed by CCAvenue for credit facility on refund.
The indemnities provided herein shall survive the termination of CCAvenue Services.
- The Sub Merchant hereby undertakes and agrees to indemnify, defend and hold harmless CCAvenue and the Facility Providers including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
- Breach or non-performance by the Sub Merchant of any of its undertakings, warranties, covenants, declarations or obligations under these terms and conditions;
- Breach of confidentiality and intellectual property rights obligations by the Sub Merchant;
- Any claim or proceeding brought by the Customer or any third party against CCAvenue and/or the Acquiring Banks in respect of any Products or Services offered by the Merchant;
- Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Sub Merchant, its employees, contractors, agents, Customers or any third party;
- Chargebacks or refunds relating to the Transactions; and incapacity of Sub Merchant to make payment against the chargeback/ refunds or any amount due payable to CCAvenue;
- Breach of law, rules regulations, legal requirements (including RBI regulations, Facility Providers rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Institution is incorporated/registered/established; or
- Any fines, penalties or interest imposed directly or indirectly on CCAvenue on account of Sub Merchant t’s or Transactions conducted through the Sub Merchant under these Terms and Conditions.
- CCAvenue and the Facility Providers disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Sub Merchant acknowledges that CCAvenue and the Facility Providers may not be uninterrupted or error free. The Sub Merchant also acknowledges that the services provided by the facility providers to CCAvenue which is passed on to the Sub Merchant, can be in any event be brought to an abrupt end in any event whatsoever by the facility providers for any reason whatsoever.
- CCAvenue’s sole obligation and the Sub Merchant’s sole and exclusive remedy in the event of interruption to the Services or loss of use and/or access to CCAvenue’s Site, and the facility Providers facilities, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
- In case if the Sub Merchant’s customer raises a claim on any of CCAvenue or the Facility Providers, the Sub Merchant shall release CCAvenue (and its officers, directors, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such claims or disputes.
- CCAvenue, and the Facility Providers shall not be liable to the Sub Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with CCAvenue’s site and services, and the facility provider’s facilities.
- Immediate Termination:
- Termination for Breach: - Either Party may terminate these Terms and Agreement with immediate effect if the other Party commits any breach of the terms.
- Termination in Case of Violation of Law:- In addition to any other termination rights, CCAvenue may terminate these Terms and Agreement immediately without liability upon verbal or written notice if (i) CCAvenue or the Facility Providers is notified or otherwise determines in good faith that the Sub Merchant or is using CCAvenues services and facilities in furtherance of any activity which violates any law, rule, or regulation or (ii) CCAvenue, or the Facility Providers or any of their directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of use of the Facility or services by the Sub Merchant. (iii) If Facility Providers de-registers the Sub Merchant.
- Termination for Disruption: If any program or facility used by CCAvenue to implement this Agreement is disrupted or terminated by the Facility Provider for any reason CCAvenue may terminate this agreement immediately.
- Termination by notice: - In addition to any other termination rights, either Party may terminate these Terms and Agreement on 30-days written notice to the other.
- Termination for non-use:- CCAvenue may terminate these Terms and Agreement, if the Sub Merchant fails or neglects to use the facilities and services of CCAvenue and the acquiring Banks for a continuous period of 180 days.
- Withholding of charge on termination: - In the event that either of the Parties serve a notice of termination of these Terms and Agreement on the other party, CCAvenue shall be entitled to withhold for a period of 210 days from the date of such notice, 40 % of amounts payable to the Sub Merchant in terms of Clause 3 of this Agreement in respect of each Customer Charge arising after the date of such notice. In the event that CCAvenue terminates this Agreement as a result of breach of any of the terms of this Agreement by the Sub Merchant, CCAvenue shall be entitled to withhold for a period of 210 days from the date of such breach 100 % of amounts payable to the Sub Merchant in terms of Clause 3 of this Agreement in respect of each Customer Charge arising after the date of such breach.
11. INTELLECTUAL PROPERTY:
Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual Property Rights therein, subject only to the rights and licenses specifically granted in writing.
12. FORCE MAJEURE:
CCAvenue and the Facility Providers shall not be liable for any failure to perform any of its obligations under these Terms and Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of CCAvenue, and the Facility Providers , including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.
13. SUB- ID CREATION:
In case of addition of Business Associate/s, Business Associate” shall mean entity/Merchant referred or on-boarded by the Sub Merchant as per the terms and conditions and Agreement through a mandate letter the Sub Merchant shall give written instructions to CCAvenue in the format as specified by CCAvenue from time to time. Following terms should additionally apply to the arrangement of creating any sub- Id. The Sub Merchant will be allotted a main Merchant ID (MID) by CCAvenue. Through the agreement executed between the parties, the Sub Merchant will be able to enable the Business Associates to receive online payments from the end customers. For the said purpose CCAvenue has agreed to create sub- IDs for the Business associates of the Sub Merchant. The addition of any new Business associates shall be intimated by Sub Merchant to CCAvenue in the format specified by CCAvenue. CCAvenue shall make the payout of the Customer Charge after due deductions to the designated Bank account of the Sub Merchant or the Business Associate as directed by the Sub Merchant in writing. The Sub Merchant will provide the necessary documents of such business associates as per the requirements of CCAvenue. The Parties have agreed that all the terms and conditions, warranties, covenants addressed to Sub Merchant herein shall be equally applicable to the Business associates of the Sub Merchant. Any default, chargeback, refund, claim observed or received on Business Associates’ MID shall be the responsibility of the Sub Merchant. The Sub Merchant here by indemnify CCAvenue for the acts and omissions of the business Associates. To avail the facility of Sub- IDs the Sub Merchant must intimate CCAvenue in writing, CCAvenue reserves right to approve or reject the onboarding of Business Associate. Termination of this these Terms and Agreement will automatically terminate all the sub-ids.
14. GENERAL PROVISIONS:
- Jurisdiction and governing law: The laws of India only and no other nation shall govern these Terms and Agreement. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Mumbai, India as regards any claims or matters arising under or in relation to these terms and conditions.
- Disclosure of information: CCAvenue will be entitled at any time to disclose information concerning the Sub Merchant to any authorised assignee, Facility Providers or to its own employees or directors basis in connection with the Payment Gateway Mechanism facilities provided by CCAvenue. This clause shall survive the termination of these Terms and Agreement. The Sub Merchant shall not, without the prior written consent of CCAvenue, the Facility Providers, disclose the identity of any Customer who has entered into a Transaction or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to such Customers other than for the purposes of this these Terms and Agreement except where (i) information already known or independently developed by the recipient prior to or independent of the disclosure; (ii) information in the public domain through no wrongful act of the recipient, (iii) information received by the recipient from a third party who was not under any legal impediment to disclose it, (iv) information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction to the extent specified in the order
- The individual accepting this terms and conditions certifies that he/she is an authorized principal, partner, officer, or other authorized representative of Sub Merchant, is thereby fully authorized to bind Merchant to contractual obligations and is authorized to provide the information contained in this Application. The authrorised signatory of this Application also certifies that all information and documentation submitted in connection with this Application are complete and correct in all material respects. Sub Merchant authorizes CCAvenue to obtain and verify, and to continue to obtain and verify, any information submitted in this Application, including banking information, financial credit, or other information about Merchant, any relevant information regarding principals, partners, officers, or other authorized representatives of Merchant, and any other individuals listed on this Application, including the individual signing below, and for CCAvenue to use such information as reasonably necessary during the course of providing the services contemplated here under as well as for CCAvenue to share such information with its affiliates or as otherwise allowed by applicable law.
- Any notice, direction or instruction given under this these Terms and Agreement to CCAvenue shall be in writing and delivered by hand, post, cable, facsimile or telex to Plaza Asiad, Second Floor, Station Road, Santacruz (West), Mumbai 400 054. India.
- Notice will be deemed given : In the case of hand delivery or registered mail or e-mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
- Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this these Terms and Agreement for the purpose of rendering the services.
The parties will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to these Terms and Agreement. Failing such amicable settlement the dispute shall be settled by arbitration. The Arbitration and Conciliation Act 1996 (and any subsequent amendment to this act) shall govern the arbitration proceedings. The arbitration shall be held in Mumbai, India. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. The arbitration proceedings will be held before the sole Arbitrator appointed by mutual consent of both the parties. Any arbitration award will be final and binding on the parties, and judgment there on may be entered in any court of competent jurisdiction. These Terms and Agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of India. The courts of Mumbai shall alone have jurisdiction in all matters.