1. Acemoney Business Application is developed by Aceware FinTech Services Pvt. Ltd, a company incorporated under the Companies Act, 2013 with its registered office at Room No.104, First Floor,infopark Technology Business Centre, Sector D, E & F Hall, Jni Stadium Complex Kaloor Kochi-682017.
2. This Policy describes how Aceware and its Affiliates/Entities/Subsidiaries/Associates including but not limited to Aceware FinTech Services Pvt Ltd, Acemoney Payment solution Pvt/ Ltd (collectively “Aceware, we, our, us” as the context may require) collect, store, use and otherwise process your Personal Information through Aceware website, Aceware Application, m-site, chatbot, notifications or any other medium used by Aceware to provide its services to you (hereinafter referred to as the “Platform”).
1. We may collect your Personal Information when you use our services or Platform or otherwise interact with us during the course of our relationship. We collect Personal Information which is relevant and absolutely necessary for providing the services requested by you and to continually improve the Aceware Platform.
2. Personal and Sensitive Personal Information collected includes but not limited to: name, age, gender, photo, address, phone number, e-mail id, your contacts and nominee details, PAN card number, KYC related information such as videos or other online/ offline verification documents as mandated by relevant regulatory authorities, your business-related information, Aadhaar information including Aadhaar number or Virtual ID for the purposes of e-KYC authentication with the Unique Identification Authority of India (UIDAI). Note that submission of Aadhaar information is not mandatory for e-KYC authentication, you can also use other types of information, such as your PAN or GST number OTP sent to you by your bank or Aceware balance, transaction history and value, bank account details, wallet balance, investment details and transactions, service or transaction related communication, part of your card details for smooth transaction using Aceware or any of the services your device details such as device identifier, internet bandwidth, mobile device model, browser plug-ins, and cookies or similar technologies that may identify your browser/Acemoney business Application and plug-ins, and time spent, IP address and location
3. Contact List Permission from user.
The customer consent is required to proceed the below mentioned processes.
a) Mobile recharges
1. The customer can select the number saved in their contact list when a they are doing a mobile recharges instead of entering the beneficiary number manually.
2. Acemoney fetches the recharge date when the previously recharged plan of a number is expired.
b) Bill payments
1. When a customer is paying any bills that has been linked to the mobile number can be selected from the contacts directly if the customer has given a consent to access the contacts
2. Manual entry of number is only possible even if the customer has not given the permission to access the contact.
4. Information may be collected at various stages of your usage of the Aceware Platform such as: visiting Aceware Platform registering on Aceware Platform as an “user” or “merchant” or any other relationship that may be governed by terms and conditions listed on Aceware Platform ,transacting or attempting to transact on Aceware Platform accessing links, e-mails, chat conversations, feedbacks, notifications sent or owned by Aceware Platform and if you opt to participate in our occasional surveys otherwise dealing with any of the Aceware Affiliates/Entities/Subsidiaries/Associates while applying for career opportunities with Aceware
5. We and our service providers or business partners may also collect your Personal Information from third parties or information made publicly available including but not limited to:
a) Financial history and other information for the purpose of verifying and authenticating an investment transaction request you place with us to prevent suspicious transactions, or to comply with court judgements and bankruptcies, from credit reference and fraud prevention agencies.
b) Vehicle-related information when you opt for vehicle insurance
c) your resume, your past employment and educational qualification for background checks and verifications, through online or offline databases that are otherwise legitimately obtained in case you apply for employment opportunities with Aceware your demographic and photo information including but not limited to Aadhaar number, address, gender, and date of birth as a response received from UIDAI upon successful Aadhaar e-KYC
Cookies or Similar Technologies
Purpose and Use of Information
Aceware may process your Personal Information for the following purposes: creation of your account and verification of your identity and access privileges provide you access to the products and services being offered by us, merchants, affiliates, subsidiaries, associates, or business partners to conduct the KYC compliance process as a mandatory prerequisite as per the requirements of various regulatory bodies, including UIDAI under the Aadhaar Act and its Regulations to validate, process and/or share your KYC information, nominee details with other intermediaries, Regulated Entities (REs) or AMCs or financial institutions or with any other service providers as may be required to process payments on your behalf and on your instructions; communicate with you for your queries, transactions, and/or any other regulatory requirement, etc. to authenticate a transaction request; validate a standing instruction for a Systematic Investment Plan or confirm a payment made via the services enhancing your user experience in various processes/submission of applications/availment of product/service offerings by analyzing user behavior on an aggregated basis to monitor and review products/services from time to time; customize the services to make your experience safer and easier, and conducting audits to allow third parties to contact you for products and services availed/requested by you on Aceware Platform or third-party links to carry credit checks, screenings or due diligence checks as lawfully required by us; detect and protect us against error, fraud, money laundering and other criminal activity; enforce our terms and conditions to inform you about online and offline offers, products, services, and updates; customizing and improving your experience by marketing, presenting advertising, and offering tailored products and offers to resolve disputes; troubleshoot problems; technical support and fixing bugs; help promote a safe service to identify security breaches and attacks; investigating, preventing, and taking action on illegal or suspected fraud or money laundering activities and conducting forensic audits as part of internal or external audit or investigation by Aceware or government agencies located within India or outside the Indian jurisdiction to meet legal obligations While we may also process your Personal Information for other legitimate business cases, we ensure to take appropriate steps to minimize the processing to the extent possible.
Privacy Information Sharing and Disclosures
1. Your Personal Information is shared as allowed under applicable laws, after following due diligence and in line with the purposes set out in this Policy.
2. We may share your Personal Information in the course of your transaction with different categories of recipients such as business partners, service providers, merchants, affiliates, associates, subsidiaries, legally recognized authorities, regulatory bodies, governmental authorities, financial institutions, internal teams such as marketing, security, investigation team, etc.
3. Personal Information will be shared, as applicable, on need-to-know basis, for the following purposes:
4. While the information is shared with third parties as per purposes set out in this Policy, processing of your Personal Information is governed by their policies. Aceware ensures stricter or no less stringent privacy protection obligations are cast on these third-parties, wherever applicable and to the extent possible. However, Aceware may share Personal Information with third-parties such as legally recognized authorities, regulatory bodies, governmental authorities, and financial institutions as per purposes set out in this Policy or as per applicable laws. We do not accept any responsibility or liability for usage of your Personal Information by these third parties or their policies
Storage and Retention
To the extent applicable, we store Personal Information within India and retain it in accordance with applicable laws and for a period no longer than it is required for the purpose for which it was collected. However, we may retain Personal Information related to you if we believe it may be necessary to prevent fraud or future abuse or if required by law such as in the event of the pendency of any legal/regulatory proceeding or receipt of any legal and/or regulatory direction to that effect or for other legitimate purposes.
Once the Personal Information has reached its retention period, it shall be deleted in compliance with applicable laws
Reasonable Security Practices
1. Aceware is an ISO 9002-2008 certified entity and has deployed technical and physical security measures to safeguard user’s Personal Information and Sensitive Personal Information. Specifically, in order to safeguard your Aadhaar information, we have implemented applicable security controls as given under and required by the Aadhaar Regulations.
2. We understand that as effective as our security measures are, no security system is impenetrable. Hence, as part of our reasonable security practices, we undergo strict internal and external reviews to ensure appropriate information security encryption or controls are placed for both data in motion and data at rest within our network and servers respectively. The database is stored on servers secured behind a firewall; access to the servers is password-protected and is strictly limited.
3. Further, you are responsible for maintaining the confidentiality and security of your login id and password. Please do not share your Aceware login, password, and OTP details with anybody. It shall be your responsibility to intimate us in case of any actual or suspected compromise to your Personal Information.
4. We have provided multiple levels of security to safeguard the Aceware Application by login/logout option and Aceware Application lock feature (“Enable Screen Lock”) that can be enabled by you. We have preventive controls implemented to ensure you use Aceware Application on your device and the same login credentials cannot be used on different devices without any additional authentication/OTP, Third-Party Products, Services, or Websites
We provide all users with the opportunity to opt-out of receiving any of our services or non-essential (promotional, marketing-related) communications from us, after setting up an account. If you want to remove your contact information from all our lists and newsletters or discontinue any our services, please click on the unsubscribe button on the mailers.
Personal Information Access/Rectification and Consent
You can access and review your Personal Information shared by you by placing a request with us. In addition, you may at any time revoke consent given to us to store your e-KYC information, collected as part of the Aadhaar-based e-KYC process. Upon such revocation, you may lose access to services that were availed on the basis of the consent provided. In some cases, we may continue to retain your information as per the ‘Storage and Retention’ section of this Policy. To raise any of the above requests, you may write to us using the contact information provided under the ‘Contact Us’ section of this Policy. In case you wish to delete your account or Personal Information, please use the ‘Help’ section.
We do not knowingly solicit or collect Personal Information from children under the age of 18 and use of our Platform is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872. If you are under the age of 18 years then you must use the Platform or services under the supervision of your parent, legal guardian, or any responsible adult.
Changes to Policy
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:
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.
“Settlement Amount” shall mean the User Payment for Products/Services minus the Aceware Service Fee and other outstanding amount(s) including Chargeback(s), if any, due from the Merchant to Aceware.
“Store” shall mean the physical retail outlets, shop or digital store/ online website/m- site/mobile application of the Merchant for sale of the Products which includes services to the Users, where applicable.
“Terms” shall mean and include these Terms, all schedules hereto, and any amendments, as agreed upon by the Parties, to the same from time to time.
“User” shall refer to individual(s) who is registered on Aceware Mobile app or otherwise and in relation to a transaction with the Merchant is availing Aceware Service by utilizing various payment modes like Wallet, debit card, credit card and / or Unified Payment Interface (UPI) and /or who is receiving the benefits of payment technology enabled by Aceware. User information shall be solely owned by Aceware.
“User Payment” shall mean the total amount paid by the User as the consideration for the goods purchased or services availed, as the case may be, from the Merchant.
“Wallet” shall mean the semi-closed online digital wallet issued by Aceware under the brand name “Aceware”, as per Reserve Bank of India regulations on Pre-Paid Instruments.
REPRESENTATIONS AND WARRANTIES
Each Party hereby represents, warrants and declares that:
It has taken all necessary actions to authorize the execution, delivery and consummation of these Terms and these Terms does not constitute a default and / or violation of any provision of applicable law or regulation or of the organizational documents of such Party or of any agreement, order, judgment, injunction, decree or other instrument by which such Party is bound.
There are no judicial or administrative actions, proceedings, litigations or investigations (civil and/or criminal) pending or threatened against such Party, under Prevention of Corruption Act, Prevention of Money Laundering Act or any other anti- corruption legislation other than as disclosed.
It has all the licenses, permits and complies with IT standards as required under applicable laws including necessary physical and technology infrastructure, skill, knowledge and resources to perform the obligations under these Terms. When executed and delivered by such Party either digitally or physically, these Terms shall constitute a legal, valid and binding obligation of such Party, enforceable against such Party according to its terms.
Each Party understands its role and responsibilities in connection with the provision and use of Aceware Services.
By accessing Aceware Service, You represent that: -
a) You are 18 years of age or older.
b) You are capable of entering into a contract /legally binding agreement.
d) You are not barred or otherwise legally prohibited from accessing or using services of Aceware or Aceware Entities under the laws of India.
e) You are not impersonating any person or entity, or falsely stating your age or affiliation with any person or entity. Aceware and Aceware Entities shall reserve the right to terminate your contract to use Aceware Platform in case of any incorrect representation of the above-mentioned conditions.
f) The mandatory information and Officially valid document(s) “OVD”/ document details mentioned by you are true & correct and belong to You.
In consideration of Aceware providing the Services, the Merchant hereby assures, undertakes and agrees as under:
Aceware shall not be liable for any risks associated with the delivery of the Products and/or Services made available via the Store. Any and all the disputes regarding the quality, merchantability, non-delivery and delay in the delivery of the Products and/or Services shall be resolved directly between the Merchant and the User and Aceware shall not be made a party to any of such disputes. The Merchant further covenants to ensure that it resolves all User concerns and disputes expeditiously in good faith to avoid escalations of the aforesaid disputes to Aceware. Nothing contained in this Clause 4(a) shall in any way affect rights of Aceware under Clause 10 (Chargeback and Refunds) in the event Merchant fails to adhere to the covenants contained herein. The Merchant shall not (a) act with malafide intention of duping Users, (b) sell fake / counterfeit / prohibited Products/Services.
Aceware shall not be liable to the Merchant for any loss or damage caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage of the Users access to Card, use of Unified Payment Interface (UPI) or any other payment services as facilitated by Aceware including non-availability of internet /connectivity between the Merchant and Aceware application /software. Aceware does not warrant that the Aceware Services and/or third party payment solutions such as card payment and UPI will always be uninterrupted or free from errors and are not susceptible to any hacks, virus or other malicious, destructive or corrupting code, program or macro, However Aceware confirms to the applicable Information Technology norms and practices as an endeavor to maintain its services interruption free and will on a best effort basis notify the Merchant of any known interruptions or downtimes.
The Merchant agrees and confirms that the Products sold and the Services rendered through the Store shall, at all times, be marketed and/or distributed as the Products/Services marketed/sold by the Merchant or the third party sellers, as the case may be, and the Merchant shall ensure that the Products/Services are not mistaken or misrepresented as being associated with Aceware. Merchant shall add necessary disclaimers to the Store (including such disclaimers as Aceware may require from time to time in this regard).
The Merchant shall provide all reasonable assistance to Aceware for the prevention and detection of fraud in respect of usage of Aceware Services and the payment solutions enabled as part of the Aceware Services and shall further assist Aceware in resolving customer complaints/grievances as may be required by Aceware, by promptly providing all information, including but not limited to the transaction in question, services involved, communications with the customer etc.
The Merchant covenants and undertakes to provide Aceware with any additional information or documents that Aceware may require during the tenure of these Terms to complete ongoing Merchant Know Your Merchant (“KYC”) compliance, risk management and other guidelines issued by the Reserve Bank of India (RBI) or Bank/financial institution from time to time or as per Aceware internal risk program.
Any non-compliance or delay shall entitle Aceware to suspend or terminate the registration of the Merchant for usage of Aceware Services. The Merchant also agrees to sign and deliver to Aceware declaration(s) in the format as may be prescribed by Aceware from time to time.
The Merchant shall allow Aceware, without any charge/fees, to the use of its Intellectual Property rights in the promotion, publicity and/or advertisement in any form and/or mode whatsoever in respect of the Aceware Services being offered by Aceware under these Terms. However, the rights conferred upon Aceware by the Merchant under this clause shall terminate with the termination of these Terms in accordance with the terms and conditions herein. For the purpose of these Terms, “Intellectual Property” shall mean the Trade name, logo, brand reference and other creatives of the Merchant that Aceware will use for enabling the Services or for Merchant promotional campaigns from time to time.
The Merchant shall ensure compliance with and shall, at all times, act in accordance with the applicable laws, including without limitation the applicable RBI circulars in relation to electronic payment transactions, guidelines of card and payment gateway network, UPI, and shall ensure that all licenses and registrations required for legal operation of the Merchant’s business are in full force and effect.
The Merchant is aware of the mode and manner in which digital payment systems operate and shall abide by guidelines, directions and general public announcements issued by the Reserve Bank of India, National Payments Corporation of India (NPCI) from time to time such as general information to carry out payment transactions securely like non sharing of UPI PIN, SMS, links from unknown ids and calls asking for security details.
The Merchant shall without prejudice to Aceware other rights hereunder, forthwith make good the amount of fines, penalties, charges that are levied on Aceware for Merchant breach of compliances and non-adherences stated under clause 4(g) above.
The Merchant shall facilitate transactions only in Indian Rupees.
You understand and agree that Aceware may monitor transactions and basis its internal risk program, Aceware may take temporary or permanent action on You in case we identify any unusual behavior, high risk transactions or any other related parameters. You give Aceware rights to take action on Your account without informing You in advance and also report any suspicious, unusual or transactions qualifying any similar criterion to be reported to regulators, legal enforcement agencies and/or government agencies/departments as permitted under applicable laws.
Wherever applicable, the Merchant shall publish on its Store, the terms and conditions of the Product(s)/Service(s) being provided via the Store and the timelines applicable for processing of returns and refunds with respect to the same. The Merchant agrees and confirms that it shall not save or store customer’s card related data, card credentials within its database or servers. It agrees that Aceware may undertake security assessment of these safeguards, both at the time of onboarding and at any time during the term of this Agreement, as may be deemed necessary.
Wherever applicable, the Merchant shall design its organizational structure in such a way that it meets data protection requirements under the laws of India, Upon being required by Aceware, within the stipulated time frame, the Merchant shall assist Aceware with reporting of any security incidents/card holder data breaches and shall adhere to preventive actions directed by Aceware in such regard. Aceware also reserves the right to review Merchant’s security policies and conduct security testing from time to time to verify the security controls.
Aceware shall have the right to conduct detailed KYC and/or due diligence, both at the time of onboarding and/or at any time during the term of its agreement with the Merchant, as well as monitor Merchant’s transaction for Prevention of Money Laundering Act, 2002 and other regulatory purposes. Aceware reserves the right to detect and report any unusual or suspicious activity to the regulators or government authorities in this regard.
Wherever applicable, all payment(s) related to User transactions, including where escrow(s) are maintained, made to the Merchant shall be in compliance with the Agreement and not exceeding the timelines stipulated by RBI, as updated from time to time. Merchant acknowledges that Aceware may permit in very limited scenario or turn down at its discretion any request for inter escrow transaction transfer(s).
It is a standalone entity and does not provide any form of payment services as specified under RBI guidelines.
This clause 4(r) is only applicable to android Users: We may access Short Messaging Service (SMS(es)) that are stored on Your device in relation to the Aceware Service provided pursuant to these Terms which may include monitoring of the transaction success rate, reconciliation of transactions and to provide eligible financial services. It is further agreed that this clause may be extended to any service(s) and/or commercial offerings that may be provided/offered/extended by Aceware, from time to time.
ADDITIONAL COVENANTS WHERE PRODUCTS/SERVICES ARE SOLD ON THE STORE AND PAYMENTS ARE ACCEPTED THROUGH Aceware PAYMENTS INTEGRATION WITH MERCHANT SYSTEM OR POINT OF SALE DEVICES
The Merchant warrants that it has the full right and/or authority to operate its Store. Without prejudice to the generality of the aforesaid, the Merchant shall ensure that its Store is compliant with the applicable Information Technology laws including Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011 and any guidelines issued in this regard including those related to privacy, encryption and security standards to prevent unauthorized access to the sensitive data of Users. The User shall not be asked or required to disclose any confidential or personal data in violation of applicable law. The Merchant shall ensure that the contents in its Store and the Products/Services marketed in its Store are at all times in compliance with applicable law and regulations and in accordance with public policy, Aceware shall advice the Merchant to display such disclaimers and policies (including refund policy) as Aceware may require from time to time.
The Merchant in case of integration of Aceware on the Merchant’s digital Store shall integrate the SDK (Software Development Kit) provided by Aceware on the app/Pos/billing systems only in a manner that is approved by Aceware and so as to ensure that it will not capture, access and store or try to store, sensitive User data like PIN and OTP. The Merchant agrees and undertakes to be fully liable for consequences arising as a result of any kind of code changes or modifications carried out by the Merchant independently. The Merchant undertakes to ensure that it puts in place such security checks and other security protocols during and after integration of the Aceware software in its applications. The Merchant shall hold Aceware harmless from and fully compensate Aceware for all direct and indirect losses including reputational loss and loss in brand value suffered due to mismatches, frauds, hacking, data leakage, and such harm that Aceware may suffer due to integration done by the Merchant. All amounts, penalties, damages and excess settlements recoverable from the Merchant on account of Merchant's error, omissions, fraud, gross negligence or willful misconduct in integrating the Aceware software shall be recoverable by Aceware by deducting the said amount from the amounts due to the Merchant in the next settlements or will initiate legal action in accordance with applicable law to recover such amounts.
The Merchant/Sellers shall duly provide all Product(s)/fulfill all Services as per the order of the User. Merchant /Seller shall not in connection with online sales through Merchant digital Store acknowledge an order as "Shipped/order executed" until after the Product has been duly shipped or the order is completed/executed. Merchant /Seller agrees to deliver all merchandise to Users and/or complete/ execute all orders as expeditiously as possible and without any delay. The Merchant will not offer "backordered" or out-of-stock products for sale.
The Merchant may carry out all verifications for the User as may be required on an independent basis which is reasonable and commensurate to the sale of Products and Services without any expectation, obligation or liability on Aceware and also agrees that the User data is owned by Aceware.
Merchant hereby authorizes Aceware to collect the entire User Payment on behalf of Merchant in the Aceware Designated Account.
The money so collected from the User through UPI, debit card, Wallet shall be deposited in the Designated Aceware Account or as directed by regulators for such payments.
Payment to the Merchant of the Settlement Amount shall be made from the Aceware Designated Account and settled to the Merchant’s designated bank account as may be provided by the Merchant.
COVENANTS AND SETTLEMENT OBLIGATIONS
Aceware shall provide the Aceware Services to the Merchant in accordance with the terms and conditions as mentioned herein.
Aceware shall endeavor to make payments of Settlement Amount(s) when due to the Merchant in accordance with Schedule III of these Terms. The obligations of Aceware to settle the Settlement Amount(s) due to the Merchant under this clause shall survive the termination of these Terms except in circumstances where the termination is initiated by Aceware due to defaults in payments, Merchant’s fraud or breach of Agreement by the Merchant.
Not withstanding anything contained in these Terms, except for solutions directly operated by Aceware, Aceware does not warrant or represent that: UPI, third party payment gateways and card networks will be provided uninterrupted, or that it will always be free from errors as it is dependent on internet/ connectivity and downtime of banks and payment service providers; and UPI, third party payment gateways and card networks is not susceptible to any virus or other malicious, destructive or corrupting code, program or macro.
Notwithstanding anything contained in this Agreement, Aceware reserves the absolute right to withhold whole or any part of the Settlement Amount due to the Merchant in the event that Aceware, during its risk evaluation process, suspects the Merchant to be engaging/involved in any kind of suspicious, fraudulent or illegal activities or in other circumstances where Aceware has to withhold the Settlement Amounts in order to comply with an order of a law enforcement agency, regulatory body or under applicable law. Aceware’s right to withhold the Settlement Amount shall be either till the incident is concluded as per the external agency's investigation and in favor of the Merchant, or as per Aceware’s internal norms/rules/policies, as the case may be. Aceware will endeavor to only withhold such Settlement Amount or wherever possible, such part of the Settlement Amount to which scenarios provided above are applicable.
In the event any Settlement Amount is withheld by Aceware as per the above clause, Aceware shall issue a notice to the Merchant seeking information with respect to such withholding that it may deem relevant. The Merchant, in response to the notice, shall be required to provide the requisite information, including but not limited to a reasoning, proof and/or explanation towards remedying the issue, within such timelines as may be stated in the notice. If the response given by the Merchant is satisfactory to Aceware or in Aceware’s opinion, fully complies with the order of the concerned law enforcement agency, regulatory body or applicable law, Aceware shall release the disputed amount in question.
It is hereby agreed that, solely with respect to Hybrid Merchants, the clauses of these Terms related to handling of transaction amount(s) and collection of the same in the Designated Aceware Account shall not be applicable with respect to transaction(s) that are facilitated via UPI.
PAYMENTS BY MERCHANT - ACEWARE SERVICE FEE
In consideration of the Services provided by Aceware to the Merchant, Aceware shall collect Aceware Service Fee along with taxes/levies as detailed in Schedule III of these Terms and reserves the right to charge such fee(s) within the defined schedule. In case any new fee(s) is introduced, Aceware shall notify you before any new category fee(s) is introduced or an increase in existing fee(s).
Aceware will settle the Settlement Amount(s) to the Merchant after deducting the Aceware Service Fee and other amounts including Chargebacks and User refunds as are deductible from the amounts due to the Merchant in terms of Schedule-III. Aceware reserves its right to call for logs, proofs, User details or other documents necessary at any time of RBI inspection, statutory audit of accounts or any other compliance, regulatory or legal requirement and the Merchant shall comply with such requests within seven (7) working days of such request by Aceware.
MARKETING AND PROMOTION:
Aceware may undertake certain promotional activities which will, inter alia, include distribution of Merchant coupon/ scratch cards, merchandising banners, e-mail promotions and SMS based promotions etc. for the Merchant as will be more fully set out in standard Aceware terms and conditions. For the aforesaid purpose as well as to send out other promotional communications, the Merchant hereby grants to Aceware a license to use the Intellectual Property of the Merchant.
CHARGEBACK AND REFUNDS
The Merchant irrevocably agrees to Aceware charging back any Transaction (‘Transaction’ shall mean the payment done by User under Aceware Services to the Merchant or receipt of payment from the Merchant) or initiating refund of the full Merchant payment without any demur or protest from the Merchant’s current or any future Settlement Amount(s) in the following circumstances:
Transactions which are fraudulent, collusive, illegal, misrepresented or otherwise irregular in any manner whatsoever.
Transactions in respect of which a User’s complaint to the Merchant or request to the Merchant for an adjustment has not been resolved, i.e. no proof of delivery of Product/Services has been submitted and the User escalates the issue for resolution and Merchant fails to provide a satisfactory resolution within a reasonable time as notified by Aceware or a regulatory body or judicial / quasi-judicial body; If in respect of any Transaction, Aceware is intimated, by any issuing institution, NPCI or a bank, of the User requiring a refund of the purchase price/User Payment, Aceware shall notify the Merchant of the same.
Upon notification of a Chargeback request raised by an issuing institution or a request for refund of User payment raised by a User with Aceware, the Merchant shall have a right to submit the relevant details, proof of delivery, other data and information regarding the relevant Transaction within the stipulated timeline. However, in relation to the above, if any dispute concerned with a request for refund, or repudiation, is decided in favour of the User by an issuing institution/ bank or the Merchant fails to furnish details to contest a User’s /customer’s demand for refund within the timeline stipulated by the relevant institution, the Merchant agrees that Aceware shall be entitled to deduct the amount of Chargeback or the refund amount settled to the User from the amount due to the Merchant in the next settlement or any future settlement.
The Merchant understands that no refund as regards card transactions completed through Aceware shall be processed by Aceware after a period of 180 days from the date of the transaction.
The Merchant shall (a) maintain a fair return, cancellation or adjustment policy in accordance with type of business; (b) disclose its return or cancellation policy to User(s) at the time of purchase Products or Services. The Merchant shall also cooperate with Aceware in resolving any issue or concern raised by the User in this regard and escalated to Aceware for resolution.
The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data. The Merchant understands that if the refund policy prohibits returns or is unsatisfactory to the Merchants, the Merchant may still receive a Chargeback relating to the disputed transaction. It is clarified that the Merchant shall have no claim on Aceware for its cash back credits to Wallets or Gift Vouchers under marketing promotions in case of refund or chargeback cases.
The amount of refunds/ chargeback will be recovered by Aceware from the onward Settlement Amount(s) due to the Merchant or in case of shortfall, such amounts will be paid by the Merchant within next Bank working day. Further, Aceware has right to stop the refund facility on account of any reason without recourse to the Merchant. Aceware reserves the right to deduct the Aceware Service Fee for the respective transaction on refund and/or chargeback.
The Confidential Information will be safeguarded, and the Parties will take all the necessary action to protect it against any misuse, loss, destruction, alterations, modification or deletions thereof. In the event of a breach or threatened breach by any of the Party of this section, monetary damages may not be any sufficient remedy for unauthorized disclosure of any Confidential Information /materials; therefore, the other Party may, without waiving any other rights or remedies, shall be entitled to injunctive relief or equitable relief as may be deemed proper.
DATA PRIVACY AND INFORMATION SECURITY
Each Party undertakes, covenants and warrants to the other Party that: It shall ensure administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Confidential Information in such a manner that it is not vulnerable to cyber-attacks and/or any other system hacks.
Without prejudice to the generality of the foregoing clauses, the Merchant shall when integrating Aceware technology suite for online payments on its website or mobile application ensure that Aceware production credentials such as Merchant ID ("MID") and salt keys are stored only in encrypted form and put in place systems to ensure that this secure data is not accessible or shared to any third party.
Each Party shall monitor the security practices, control processes and checks in place in respect of the Confidential Information on a regular basis and disclose any breaches immediately without delay, in writing to the other Party and in any case within 24 hours from the occurrence of such breach in such security practices, control processes and checks in place.
ANTI-CORRUPTION AND ANTI-BRIBERY
Merchant agrees that its performance under these Terms will be in full compliance with all applicable anti-corruption laws and regulations. Accordingly, Merchant agrees that in connection with its activities under these Terms, neither Merchant nor any agent, Affiliate, employee, or other person acting on its behalf will offer, promise, give, or authorize the giving of anything of value, or offer, promise, make, or authorize the making of any bribe, rebate, payoff, influence payment, facilitation payment, kickback, or other unlawful payment, to any government official, political party, or candidate for public office in order to obtain or retain business, gain any unfair advantage, or influence any act or decision of a government official.
Merchant hereby undertakes and agrees to indemnify at all times and hold harmless Aceware from and against all actions, proceedings, claims, liabilities (including statutory liability), penalties, demands and costs, awards, damages, losses and/or expenses however arising directly or indirectly as a result of: Any breach of Merchant covenants or non-performance by the Merchant or of any of Merchant ’s undertakings, warranties, declarations or obligations under these Terms; or any claim or proceeding brought by the User or any other person against Aceware, in respect of any goods/services offered by Merchant; or any act, neglect or default of Merchant ’s agents, employees, licensees or Users; or any claim by any other party against Aceware, arising from sub-clause (a), (b), or (c) above.
Merchant shall also fully indemnify and hold harmless Aceware against any loss, costs, expenses, demands or liability, whether direct or indirect, arising out of a claim by a third party that Merchant ’s Services infringes any intellectual or industrial property rights of that third party.
In the event of Aceware being entitled to be indemnified pursuant to the provisions of these Terms, Aceware shall be entitled to accordingly and to such extent debit from the payments due to the Merchant.
Aceware shall reserve the right to disable, suspend or permanently disallow access to either part or whole of the Aceware Services if Aceware observes significantly high volume of disputed transactions, Chargebacks and escalations originating in relation to the transactions originating from the Store.
Aceware, reserves the right to impose limits on the number of purchases and/or the value of purchases which may be made by a User during any time period, and reserves the right to refuse to make payments in respect of payments exceeding such limits with due notice and information to Merchant.
Aceware, also reserves the right to refuse to make payments in respect of Users with a prior history of non-payments, questionable charges and any litigation arisen from similar services provided by Aceware to the Users before and Aceware shall notify the Merchant accordingly.
These Terms shall become effective on the date on which You agree to/execute these Terms and shall remain in full force unless either Party delivers to the other Party a written notice of termination in the manner set out herein below.
Either Party may terminate these Terms without assigning any reason by providing a prior written notice of sixty (60) days to the other Party.
Notwithstanding anything contained herein, in the event either Party breaches any of the terms and conditions of these Terms and fails to cure such breach within thirty (30) days of intimation by the non-defaulting Party, then the non-defaulting Party shall have a right to terminate these Terms forthwith. Provided that if Aceware has reasonable ground to believe that the Merchant has breached terms of these Terms either due to defaults in payment of fees and/or other charges/amounts due to Aceware and/or breach of terms by selling any Prohibited Items as stated in Schedule IV or violation of anti-corruption laws, it shall have right to terminate these Terms forthwith without giving any prior written notice. Upon termination by Aceware on account of default or delays in payments by the Merchant, Aceware shall reserve the right to recover all outstanding dues by invoicing the Merchant or by initiating legal action in accordance with the dispute resolution process set out in the Agreement.
Aceware may terminate these Terms if the Merchant ’s name appears to be in any sanction list or negative list issued by financial institutions and government authorities, from time to time.
Notwithstanding the provisions of these Terms, neither Party shall be eligible for liquidated damages or termination for default against the non-performing Party, 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.
For the purpose of this clause, “Force Majeure” shall mean, in relation to the Parties, any circumstance beyond the reasonable control of that Party, including without prejudice to the generality of the foregoing, any act of God, war or national emergency, accident, epidemic, pandemic, fire, riot, bandh or strike.
GOVERNING LAW & JURISDICTION - These Terms shall be governed by and construed in accordance with the laws of India and both the parties hereby submit to the exclusive jurisdiction of the courts of Bangalore, Karnataka to resolve all disputes and differences arising under these Terms.
Any notice, request, demand or other communication given or made under or in connection with the matters contemplated by these Terms shall be in writing and shall be delivered personally or sent by email to the contact details and addresses on records.
The Merchant shall not have a right to assign its rights and obligations under these Terms. However, nothing contained herein shall restrict Aceware from assigning its rights and obligations under these Terms to its affiliates, associates or group companies.
Aceware reserves the right to amend any of the terms of these Terms including the Aceware Service Fees stated in the Schedules by intimating the modified terms to the Merchant via email/SMS or via the dedicated dashboard of Aceware and shall be legally binding from the date of notification. All modified terms will be made available to the Merchant on the dedicated Merchant dashboard provided by Aceware. However, Merchant initiated changes to the Agreement shall be effective and binding on Aceware only if the changes are consented to and agreed in writing by Aceware.
The relationship between the Parties to these Terms shall be on principal to principal basis and nothing in these Terms shall be construed or deemed to imply or create any relationship of agency, association, partnership or joint venture or employer- employee relationship between both the Parties.
These Terms together with all annexures, schedules and attachments hereto shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of these Terms and supersedes any prior agreement or understanding, written or oral, that the Parties may have had.
Any and all obligations under these Terms which, by their very nature should reasonably survive the termination or expiration of these Terms, will so survive.
If any provision of these Terms or the application thereof is or becomes invalid or unenforceable to any extent, the remainder of these Terms and the application of such provision shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of these Terms shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision. Each Party hereto shall, in any such event, execute such additional documents as the other Party may reasonably request in order to give valid, legal and enforceable effect to any provision hereof which is determined to be invalid, illegal or unenforceable.
Aceware reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to You. It is Your responsibility to review these Terms periodically for updates / changes. Your continued use of Aceware following the posting of changes will mean that You accept and agree to the revisions including additional terms or removal of portions under these Terms, modifications etc. It is further agreed that in the event any notification/circular is issued by either RBI or any other statutory authority which conflicts with any provision/clause of this Agreement, then such notification/circular (or the relevant portions thereof) shall be considered applicable, shall supersede such provision/clause to the extent of such conflict and shall be deemed to be incorporated into this Agreement without the need of any further documentation executed between the Parties. Schedule I (Aceware Services)
Collection and Merchant Settlement services through:
- Aceware Wallet account
- UPI - payments from Users through their bank account(/s)
- Technology solutions to manage as well as monitor the transactions and settlements including business operations management and information dashboard and reports.
Marketing & Promotion services:
Stores listing, distribution of Merchant ’s scratch cards/ coupons, merchandising banners and e-mail promotions on standard Aceware terms and Conditions which may be agreed separately.
Aceware Service Fee
Merchant shall pay to Aceware, the Aceware Service Fee as detailed below:
Aceware Services Fee:
Services Aceware Service Fee*
UPI Services 0%
Debit Card Services NA
Credit Card Services NA
Wallet enablement Services 1% (inclusive of applicable GST)
Aceware Gift Card (eGV) 1% (inclusive of applicable GST)
Note: a) Except as otherwise stated above, All rates are exclusive of Goods and Services Tax unless specified and other taxes as applicable or may become applicable by way of Government’s notifications or regulations; b)Applicable TDS shall be deducted; c) Merchant shall bear and be responsible and liable for the payment of all relevant taxes including GST in relation to the User Payment made by its User pursuant to these Terms; d) Changes in the Aceware Service Fee shall be notified either through the Merchant App of Aceware or via an email/SMS or both; e) Aceware Service Fee shall not be refunded in case of cancellation, Chargeback or refund of the transaction.
Payment to Merchant
All payment of Settlement Amount(s) shall be made within T+1/T+3 day or as per applicable regulatory provisions where T is the date of transaction.
All Settlement Amount(s) would be minus Aceware Service Fee, any other charges/fees and all other applicable taxes.
During settlement both redemption & redemption cancellation of transaction(s) will be netted off within seven (7) working days.
Consolidated Goods and Service Tax (GST) Invoice will be provided for every month by Aceware. Outstanding amounts and other monies reimbursable or other payable to Aceware shall be payable by the Merchant within 15 (fifteen) days from the date of invoice. The invoices will reflect all Aceware Service Fee payable by the Merchant for the settlements completed during the preceding month as well as all other outstanding amounts payable to Aceware towards approved Chargebacks and User refunds reversed back to the User during the previous month. Any delays by the Merchant in clearing outstanding dues as stated in the invoices will attract a late payment fee at the rate of 12% (twelve percent) per annum on the outstanding amount.
Merchant shall remit applicable TDS on Aceware Service Fee to the Income Tax department. Aceware will reimburse the TDS amount quarterly upon submission of TDS Certificate.
Prohibited Items Declaration
The Merchant declares & undertakes that it will conduct its business lawfully in connection with Aceware payment acceptance and use of F Services. It shall be responsible to conduct its business in accordance with the laws of the land and ensure that all applicable licenses, registrations and permissions necessary for sale of Products and service.
The Merchant shall not engage in sale/ purchase of prohibited and restricted Products under all applicable laws, rules, regulations and abide by geographical and state level restrictions. The banned list of goods and services as published by the government, departments and regulators including those published under various acts (illustrated below) shall be compiled at all times.
Illustrative list* of few legislations which have prohibitive and restrictive provisions, as amended from time to time and including rules and guidelines issued thereunder is as follows: .
a) Wildlife Protection Act 1972.
b) Information Technology Act.
c) Prize Chit and Money Circulation (Banning) Act 1978.
d) Arms Act 1959.
e) The drug (Control) Act 1950.
f) Narcotics, Drugs and Psychotropic Substances Act 1985.
g) Notification under DGFT.
h) Copyright act 1957.
i) Public Gambling Act 1867.
j) Unlawful Activities (Prevention) Act 1967.