Merchant Terms and Conditions

1. Aceware is inter alia, engaged in offering payment technology solution and marketing & promotional services through proprietary mobile application and Users have the option of various payment modes including UPI, QR, debit card, credit card and Wallet.

2. Merchant is desirous of availing Aceware Services, more particularly detailed in Schedule I of these Terms.

3. The Parties are now entering into these Terms to record the terms and conditions under which the Merchant has agreed to avail Aceware Services for consideration and Aceware has agreed to provide the Aceware Services during the term of these Terms.

NOW, THEREFORE THESE TERMS WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS UNDER:

DEFINITIONS

In addition to the terms defined in other clauses of these Terms the following words/expressions shall have the meanings set forth below:

**“Affiliate”**Means a person that controls, is controlled by or is under common control with, another person. For the purposes of this definition, “control” when used with respect to any specified person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have correlative meanings to the foregoing.

**“Bank Account”**Shall mean the Merchant’s bank account as shared by the Merchant.

**“Chargeback”**Shall mean the reversal of any approved and settled transaction on a User complaint from the Merchant’s Settlement Amount in the Designated_____________________This shall also include charges (bank fees, penalties and other charges incidental thereto) attributable to the Merchant on account of debits to Aceware bank account(s) as may be deducted by any Bank, financial institution or NPCI for any reason whatsoever in relation to the transaction reversal.

**“Confidential Information”**Means all nonpublic information disclosed by a Party or its Affiliates, agents or contractors (collectively, the “Disclosing Party”) to the other Party, its Affiliates or any agents of any of them (collectively, the “Receiving Party”) that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential. Confidential Information includes (i) nonpublic information relating to the Disclosing Party’s technology, Users, business plans, know how, business and operating processes, trade secrets promotional and marketing activities, finances and other business affairs, (ii) third-party information that the Disclosing Party is obligated to keep confidential, (iii) the nature, content and existence of any discussions or negotiations between the Parties, these Terms and (iv) the Bank account information.

**“Designated Aceware Account”**Shall mean a designated account of Aceware maintained with bank(s) (as per the applicable circulars/regulations of the respective regulatory body(ies)) wherein User Payment(s) are collected against purchase/availing of Product(s)/Service(s) and from which the Settlement Amount(s) are remitted to the Merchant, as per terms of these Terms.

**“Hybrid Merchant”**Shall mean a Merchant, for which the Aceware Services (based on the type of KYC completed) are provided in such a manner that: With respect to UPI related transactions initiated via Aceware (at the Store of such Merchant), the settlements of such amounts shall be direct bank to bank and that the amount shall not be routed through/collected in the Designated Aceware Account; and With respect to Wallet related transactions, the amount paid by a User shall be routed through/collected in the Designated Aceware Account and handled as per the provisions of these Terms.

**“Aceware Service”**Shall mean and include the technology solution for enabling / facilitating point of sale payment through UPI, debit card, credit card, Wallet and other financial services, marketing and other promotional services such as dedicated Merchant dashboard, reconciliation statements and other reports as set out in Schedule I, provided by Aceware.

**“Aceware Service Fee”**Shall mean the subscription, application fees, charges or levies payable to Aceware by Merchant, as listed in Schedule III for providing the Aceware Services which excludes GST.

**“Products”/“Services”**Shall mean the goods and/or services offered for sale by the Merchant and/or third-party sellers (as the case may be) to the Users.