SpotSoon | Merchant Agreement

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of a computer resource. This Merchant Agreement (“Agreement”) is a legal agreement between you (“you,” “your”) and SpotASAP Technologies Private Limited (“SpotASAP,” “SpotSoon” “we,” “our” or “us”) governing your use of SpotASAP’s services and solutions to you for selling Products (as defined below) and/or collecting money for a specified purpose (together, the “SpotASAP Services”). When you use SpotASAP Services provided by us, you will be subject to the rules, guidelines, policies, terms, and conditions applicable to such service, and they shall be deemed to be incorporated into this Agreement and shall be considered as part and parcel of this Agreement. The Privacy Policy and the Disclaimer form a part of this Agreement. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Agreement at any time without any prior written notice to you. It is your responsibility to review this Agreement periodically for updates / changes. Your continued use of SpotASAP Services following the posting of changes will mean that you accept and agree to the revisions. This is an important document which you must consider carefully when choosing whether to use SpotASAP Services at any time. Please read the terms of this Agreement carefully before agreeing to it. This Agreement also highlights certain risks on using the SpotASAP Services together with guidance on how online payments through SpotASAP can be facilitated. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your business and your use of the SpotASAP Services. BY CLICKING THE ACCEPTANCE BUTTON OR ACCESSING, USING OR INSTALLING ANY PART OF THE SERVICE, YOU EXPRESSLY AGREE TO AND CONSENT TO BEING IRREVOCABLY BOUND BY THIS AGREEMENT AND ALL OF THE TERMS SET OUT HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, WE REQUEST YOU TO CANCEL THE ASSOCIATION AND YOU MAY NOT ACCESS, USE OR INSTALL ANY PART OF THE SERVICE.

TERMS GOVERNING USE OF THE SERVICE

1. REGISTRATION

You must register with us in order to open a SpotASAP Account and use SpotASAP Services. We allow both individuals and Legal Entities to register with SpotASAP. Without any legal obligation to do so, we require certain information from you, as laid out in the registration form, to permit the use of SpotASAP Services. You must provide accurate and complete information. In addition, you must keep the information that you provide up-to-date at all times. For business Users, you are only permitted to apply and enroll, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licences in accordance with the laws, regulations, rules and guidelines in force in India from time to time. You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate your SpotASAP Account in event that you provide inaccurate, untrue, or incomplete information, or fail to comply with the account registration requirements.

2. ELIGIBILITY REQUIREMENT FOR OPENING A SPOTASAP ACCOUNT

By creating/opening a SpotASAP Account, you represent and confirm that you are: a. 18 (eighteen) years of age or older; b. an Indian citizen, a legal resident of India or a business entity, authorized to conduct business in India; c. not 'incompetent to contract' within the meaning of the Indian Contract Act, 1972; and d. entering into and performing this Agreement, as per applicable law. You further represent and confirm that you are not a person debarred from using the SpotASAP website and/or receiving the SpotASAP Services under the laws of India or other applicable laws. SpotASAP Services and your SpotASAP Account can only be used in India. You acknowledge that SpotASAP Services may be subject to export restrictions imposed by the laws, rules, regulations, and guidelines in force in India.

3. USER NAME AND PASSWORD

You must choose a reasonably descriptive User name that clearly identifies you or your business. This name will appear on the Customer’s Valid card/ Account statement. If a Transaction dispute results from your failure to use a reasonably descriptive user name, you agree to indemnify SpotASAP for any costs stemming from such dispute.

4. APPROVAL AND REGISTRATION TO AVAIL SPOTASAP SERVICES

At the time of registration you are required to disclose the exact business category/business sub-category for which you will be using the SpotASAP Services and only avail the SpotASAP Services through your designated Merchant Site. You understand and acknowledge that in order to use the SpotASAP Services for any other purpose, you shall notify SpotASAP in writing of such change and such change will be subject to approval by SpotASAP. In order to avail the SpotASAP Services and its payment gateway partner services, you must be approved by and registered with SpotASAP. Any undertaking with respect to the SpotASAP Services under this Agreement shall be subject to SpotASAP’s approval and completion of the registration process. By accepting the terms of this Agreement, you agree to provide SpotASAP with all such documents as required by SpotASAP to register you with SpotASAP. You authorize SpotASAP to request for supplemental documentation at any time (before or after your SpotASAP Account has been activated), in order to verify your identity, the accuracy of the information provided, legitimacy of your business, and/or your Customers, including a Customer report that contains your name and address, etc. If we cannot verify that this information is accurate and complete, we may deny your use of the Services, or close your SpotASAP Account at any time. You further understand and acknowledge that SpotASAP have the right to withdraw their approval/consent at any time prior to or after commencement of the SpotASAP Services.

5. OUR RELATIONSHIP WITH YOU

SpotASAP facilitates individuals and legal entities in accepting payments initiated by their customers on their website or mobile application directed to the SpotASAP Site or through SpotASAP’s payment gateway partner provided by SpotASAP. SpotASAP a software application (“Software Application”) and established a SpotASAP Site. SpotASAP will act as an intermediary, by creating a link between the Merchant Site and the respective Acquiring Banks by means of the Software Application and SpotASAP Site, for enabling the Customers to make payment of Customer Charge on the Merchant Site for the Transactions carried, using Acquiring Bank’s Services (“Internet Payment Gateway"). In order to serve in this role, we have entered into agreements with payment gateway aggregators of providing information technology services, including but not limited to, internet based electronic commerce, internet payment gateway and electronic software distribution services, to enable use of internet payment gateways developed by them, to (i) route internet based Valid Card Transactions; (ii) offer various facilities through the internet, including net banking facilities; (iii) provide Authorization from Card Associations or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the Buyers. These Transactions are between you and your Customers and we are only acting as an intermediary. We are NOT (i) a payment System Provider as defined under the Payment and Settlement Systems Act, 2007,(ii) a banking company as defined under the Banking Regulation Act, 1949 or (iii) a non-banking financial company as defined by the Reserve Bank of India Act, 1938. The relationship between SpotASAP and you is on principal-to-principal basis. Nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between us hereto or any affiliates or subsidiaries thereof or to provide either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other Party. SpotASAP has no connection or interest of whatsoever nature in your business or the Products offered/ marketed on the Merchant Site. SpotASAP shall provide SpotASAP Services to you, as an independent entity and under the terms and conditions of this Agreement. SpotASAP has no relationship with the Customers and all actions under this Agreement which may affect the Customers are instructed by you. You alone shall be responsible to the Customers and neither SpotASAP nor SpotASAP’s gateway partners connected to SpotASAP shall have any responsibility or liability towards the Customers and you shall keep SpotASAP and SpotASAP’s gateway partners fully indemnified for all times to come in this respect. SpotASAP is neither concerned nor required to monitor in any manner the use of the payment modes by the Customers for procuring / availing the Products/Services. The Customers should be required to use the payment modes at their sole option and risks. You shall be required to notify this responsibility to all its Customers under the instructions provided by SpotASAP.

6. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION

The Acquiring Bank will authenticate, authorize, and process the payment instructions given by the Customers on the Merchant Site in respect of the Transactions upon fulfillment of valid criteria as set forth by the Acquiring Banks and the Card Associations from time to time and accordingly transfer such approved Customer Charge from the Customer Bank Account/ Customer Wallet to the Nodal Account. SpotASAP, SpotASAP’s gateway partners may reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc and any other laws, rules, regulations, guidelines in force in India, etc. You acknowledge that as a risk management tool, SpotASAP and/or the SpotASAP’s gateway partners reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or net banking account during any time period, rejection of Payment in respect of Customer Orders from Customers with a prior history of questionable charges, unusual monetary value of Transaction, etc. Further, as a security measure, SpotASAP may at its sole discretion block any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted customer cards, accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.

7. YOUR AUTHORIZATION

By accepting the terms of this Agreement, you authorize us to hold, receive, disburse and settle funds on your behalf. Your authorization permits us to generate an electronic funds transfer between the Acquiring Banks and our Nodal Account to process each Transaction that you authorize. Thereafter you authorise us to transfer the Settlement Amount received from your Customers to the Merchant Bank Account designated by you for this purpose at the time of registration. Your authorization will remain in full force and effect until your SpotASAP Account is closed or terminated.

8. OUR FEES

In consideration for SpotASAP Services, you shall pay SpotASAP, Transaction Discount Rate (“TDR”). The TDR shall be deducted by SpotASAP from the Customer Charge payable to you in respect of each completed Transaction. SpotASAP reserves the right to revise the TDR periodically, and SpotASAP will intimate you of any such change within reasonable time.

9. TERMS OF PAYMENT TO MERCHANT

Subject to any other Clause of this Agreement, SpotASAP shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the your Bank Account within the time period prescribed by RBI commencing from date of Completion of Transaction. The transmission of the Settlement Amount to the Merchant Bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring Banks, SpotASAP and the Nodal Bank after actual receipt of Customer Charge in the Nodal Account. All payments with respect to refunds and Chargebacks shall be solely your responsibility and SpotASAP shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks to you or the Customer. You shall indemnify SpotASAP in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the Merchant Site. Notwithstanding anything contained anywhere in this Agreement, you hereby confirm and agrees that SpotASAP and SpotASAP’s gateway partners reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of SpotASAP and/or the Acquiring Banks and/or Card Association. In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to SpotASAP or SpotASAP’s gateway partners and/or the Customer by you, SpotASAP and/or SpotASAP’s gateway partners reserve the right to reverse the credit given to the Merchant Bank Account or set-off the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to you. SpotASAP may also deduct the payment amount due from future Settlement Amounts payable to you with respect to subsequent Transactions. All Settlement Amount due to you under this Agreement may be suspended or delayed till such time as SpotASAP, SpotASAP’s gateway partners deems fit, if (a) the you or your Customer or a third party commits any fraud or violates any law or legal requirement; (b) SpotASAP and/or the Acquiring Banks have reasons to believe that a fraud has been committed against the Customers, SpotASAP, Acquiring Banks or any third party by you, your Customers, or any other third party; or has reason to believe that the Merchant or the Customer has in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated; (c) you have excessive pending Chargebacks or poses high Chargeback and/or refund Risk; (d) continuous non-delivery or delayed delivery of Products to Customers; or (e) for any other reasonable reasons.

10. DELIVERY

You shall dispatch/render the Products to the Customer only upon receipt of transaction confirmation from SpotASAP. SpotASAP shall give confirmation only upon receipt of transaction confirmation in respect of the Transaction from the SpotASAP’s gateway partners. SpotASAP shall not be responsible for any Transactions that have not been confirmed with SpotASAP by the Acquiring Banks. You shall ensure that it maintains Proof of Delivery with respect to each Transaction initiated through the Merchant Site for a period of at least one (1) year from the date of Delivery. Proof of Delivery shall be open for inspection by SpotASAP and/or the SpotASAP’s gateway partners or it’s Acquiring Banks at all times during working hours on Business Days. Notwithstanding any other Clause of this Agreement, you understand that SpotASAP and/or SpotASAP’s gateway partners or it’s Acquiring Banks and/or Nodal Bank reserve the right to call for Proof of Delivery, at any time, before and/or after settlement of Settlement Amount to the Merchant’s Bank Account with respect to any Transaction. SpotASAP and/or SpotASAP’s gateway partners or it’s Acquiring Banks have the right to reverse Customer Charge amount to the Customers and/or reject the Customer Charge to Merchant, if Proof of Delivery is not provided in accordance to this Agreement. You shall deliver the Product within the Delivery Due Dates specified at the time of making the transaction on the Merchant Site. If you are unable to deliver the whole or any part of the Transaction within the Delivery Due Date, you shall forthwith inform the Customer and take immediate action to refund the Customer Charge in whole or in part as per the Customers instructions. All risks associated with the Delivery shall be borne solely by you and not SpotASAP. Any and all disputes regarding quality, merchantability, non-Delivery, delay in Delivery or otherwise shall be resolved directly between the Customer and you without making SpotASAP and/or SpotASAP’s gateway partners or it’s respective Acquiring Banks a party to such disputes.

11. REFUNDS AND RETURNS POLICY

By accepting to use SpotASAP Services, you agree to process returns of, and provide refunds and adjustments for, Products sold and/or payment collected through the Merchant Site in accordance with this Agreement, SpotASAP’s gateway partners or it’s respective Acquiring Banks Rules. You shall (a) maintain a fair refund, cancellation or adjustment policy; (b) disclose its return or cancellation policy to Buyers, (c) not give cash refunds to its Buyers in connection with a card sale, unless required by law, and (d) not accept cash or any other item of value for preparing a card sale refund. 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 except by the exact amount required to reimburse the Customer for postage that the Customer paid to return merchandise. If the Customer accepts returns and makes an uneven exchange of Products (e.g., the sales price is not the same), you must issue a credit for the total amount of the Products being returned and the Users must complete a new sale for any new Products. Please be aware, that if your refund policy prohibits returns or is unsatisfactory to the Customer, you may still receive a chargeback relating to such sales.

12. CUSTOMER SUPPORT

All Customer service issues relating to the Transaction, Products sold on its Merchant Site including but not limited to Customer Charge, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnels, policies or processes, are solely your responsibility. In performing Customer service, you will always present itself as a separate entity from SpotASAP. You shall provide Customer support during all Business Days. Such support shall include appropriate notice to Customers of means of contacting you including e-mail address and telephone number, in the event the Customer has questions/queries regarding the nature or quality of the Product and the procedures for resolving disputes. Under no circumstances shall SpotASAP be responsible for customer support to the Customer or any third party.

13. MERCHANT RISK ASSESSMENT

We may, from time to time during the term, make or carry out risk assessments on you and/or the Transactions carried out on the Merchant Site (each a "Risk Assessment") which shall inter alia be for the following purposes: a. verify that you are properly constituted and operate a bona fide business; b. verify that you have sufficient safeguards in place to protect Customer's Data; c. quantify and investigate the levels of fraud or your default relating to the Transactions; and/or d. provide any other comfort that we (acting reasonably) may require in the context of its exposure under this Agreement and the agreements with the Acquiring Banks or Card Associations, and you shall provide all reasonable assistance and information to us with respect to such Risk Assessments. We may periodically obtain additional reports to determine whether you continue to meet the requirements of this Agreement. You agree that we are permitted to collect and share information about you and your application (including whether you are approved or declined). This includes sharing information (a) about your Transactions for regulatory or compliance purposes (including compliance with KYC), (b) for use in connection with the management and maintenance of the Service, (c) to create and update their customer records about you and to assist them in better serving you, and (d) to conduct SpotASAP's risk management process. If, at any time after we have made or carried out a Risk Assessment or it has been notified of an issue, we determine (acting reasonably) that you or circumstances relating to you represent a material credit risk or potentially increase our exposure under this Agreement, we may: e. terminate this Agreement with immediate effect; and f. defer the payments due to you for such period as we deem appropriate (acting reasonably) to address the credit risk or exposure and, where necessary, such amount (in whole or part) may be applied towards any amount owed by you to us under this Agreement. g. If, at any time, we discover that a fraud has been committed you; or you have in connivance with any other person done any fraud or assisted in the same; or any transaction has been fraudulently initiated, we may report the same to any governmental and/or law enforcement authorities.

14. YOUR RESPONSIBILITIES

You hereby declare, assure, undertake and covenant as under: a. You shall duly fulfill all Transactions placed on the Merchant Site in accordance with the terms and conditions on the Merchant Site and instructions of the Customer. You undertake to ensure that the Delivery is done as per specifications of the Customer on or before the Delivery Due Date. b. You will not offer out of stock Products for sale. You shall be solely liable for quality and efficiency and merchantability of the Products. Further the rates displayed on the Merchant Site shall include all applicable taxes. c. You shall comply with all applicable laws, rules and regulations in offering the Products or collecting Payments on its Merchant Site. You shall ensure that all requisite approvals, licenses and registrations, etc in accordance with all laws, rules, regulations, guidelines in force in India from time to time, have been obtained and are kept in full force and effect to enable you to offer the Products for sale. You shall not conduct any business through the SpotASAP Services or offer Products thereof in violation of any law or legal requirement of any applicable jurisdiction and shall keep SpotASAP fully indemnified for all times to come in this regard. d. You shall not offer any Products, which are illegal or offensive or banned as per the list provided in Schedule A and/or are not in compliance with applicable laws, rules and regulations whether central, state, local or international of all jurisdiction from where the Customers avail the Products. In addition, you shall comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, regulations issued by RBI and guidelines set by SpotASAP, SpotASAP’s gateway partners or it’s respective Acquiring Banks and/or Card Associations. You agree and understand that SpotASAP reserves the right to suspend Settlement Amount and/or SpotASAP Services to you until such time that you do not discontinue selling such banned/illegal Products or does not conform to all applicable laws and regulations in force from time to time. In addition, SpotASAP reserves the right to terminate this Agreement without further notice in the case of breach of this Clause. e. You shall ensure that appropriate cancellation policy, refund policy, privacy policies, disclosures/disclaimers, terms of use pertaining to the Merchant Site, the terms of the Products provided by you and terms of paying the Customer Charge are displayed conspicuously on the Merchant Site in accordance with the terms of this Agreement (collectively “Merchant Terms and Conditions”) . You shall prior to accepting any instructions from the Customers ensure that the Customers accepts all the Merchant Terms and Conditions. SpotASAP reserves the right to inspect the Merchant Terms and Conditions at any times. f. You shall have the marketable and legal right and title to sell Products offered by it to the Customers by using SpotASAP Services. g. In the event any Customer complaints or is dissatisfied with any Product, you shall take such measures as may be required to resolve the same at its sole cost and expenses. h. You shall ensure that the best service standards in the industry are adopted and shall ensure Delivery of all Products paid for on the Merchant Site to Customers in accordance with the highest standards. i. You agrees to put up such notices, disclaimers or warranties as may be required by SpotASAP and/or SpotASAP’s gateway partners and you shall comply with such request forthwith. j. You shall be solely responsible for the accuracy of all information and/or validity of the prices and any other charges and/or other information relating to the Products, which are offered on its Merchant Site. k. You hereby agrees that it shall bear and be responsible for the payment of all relevant taxes, surcharge, levies etc. (including withholding taxes) in relation to the Customer Charge and SpotASAP Services provided under this Agreement. l. As you will be using the SpotASAP solution and SpotASAP’s gateway partners services, you shall comply with all applicable rules, guidelines, instructions, requests and actions, etc made by the SpotASAP’s gateway partners from time to time. The SpotASAP’s gateway partners has the right to reverse/reject settlement, suspend and/or terminate Payment Gateway/SpotASAP Services, make inspections or inquiries in relation to the Transaction, etc. You understand that SpotASAP’s gateway partners Rules form a part of this Agreement. In the event that your non-compliance of SpotASAP’s gateway partners Rules, results in any fines, penalties or other amounts being levied on or demanded of SpotASAP by an SpotASAP’s gateway partners, then without prejudice to SpotASAP’s other rights hereunder, you shall forthwith indemnify SpotASAP in an amount equal to the fines, penalties or other amount so levied or demanded. If you fail to comply with its obligations towards the Acquiring Banks and/or Card Associations, SpotASAP may suspend settlement or suspend/terminate the SpotASAP Services forthwith. m. You shall not require the Customer to provide you with any details of the accounts held by it with Issuing Institution. You shall not input any data on behalf of the Customers on the Merchant Site or the Acquiring Bank, failing which it will be considered as breach of trust of SpotASAP and/or SpotASAP’s gateway partners n. You shall ensure to keep confidential, all information submitted by the Customers on the Merchant Site. The Customer shall not be required or asked to disclose any confidential or personal data, which may be prejudicial to interests of the Customer. You shall use the Customer data only for the purpose of completing the Transaction for which it was furnished, and shall not sell or otherwise furnish such information to any third party. You shall be liable to comply with existing data privacy regulations from time to time. o. You shall in writing inform SpotASAP of all changes in its constitution, directors/partners/trustees, or change in the current addresses of each office, within seven (7) Business Days of such change having taken place listing out the names and details of the personnel in charge of your management and affairs. Such intimation shall be provided on your letterhead signed by your authorized signatory. p. You shall not engage in activities that harm the business and/or brand of SpotASAP, the SpotASAP’s gateway partners. q. You shall be responsible to resolve all cardholder/customer account holder disputes and provide whatever assistance necessary to assist the Acquiring Banks, Card Associations and SpotASAP deal with all cardholder/Customer Account holder disputes at its own cost. r. You authorize SpotASAP to share Transaction data and Customer information with SpotASAP’s gateway partners. s. You shall maintain and run the Merchant Site as a part of its business and shall ensure that the Merchant Site does not contain libelous, defamatory, obscene, pornographic or profane material or any instructions that may cause harm to SpotASAP, the Acquiring Banks, Card Associations and/or any other third party. t. You agrees that SpotASAP reserves a right to suspend the payment and/or SpotASAP Services provided herein, forthwith, in event you fail to observe the terms and conditions herein.

15. PRIVACY

Your privacy is very important to us. Upon acceptance of this Agreement you confirm that you have read, understood and accepted our Privacy Policy. By using our Service, you may receive information about Customers. You must keep such information confidential and only use it in connection with the Services. You may not disclose or distribute any such information to a third party or use the information for marketing purposes unless you receive the express consent of the Customer.

16. TERMINATION BY EITHER PARTY

This Agreement may be terminated by either Party by giving 30 (thirty) days prior written notice to the other Party. Either Party may terminate this Agreement forthwith in the event: a. the Party discovers at any stage that the other Party is in violation of any law or regulation; b. the other Party is adjudicated as bankrupt, or if a receiver or as a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) Business Days; c. the other Party goes into liquidation either voluntarily or compulsorily; d. the other Party is prohibited by any regulatory or statutory restriction from continuing to provide services under this Agreement.

17. TERMINATION BY SPOTASAP

SpotASAP shall terminate this Agreement forthwith, if the Merchant fails to perform its obligations hereunder or is in breach of any terms and conditions of this Agreement. The termination under this Clause is in addition to and without prejudice to the termination rights which SpotASAP may have under any other Clause in this Agreement.

18. CONSEQUENCES OF TERMINATION

The termination of this Agreement shall not affect the rights or liabilities of either Party incurred prior to such termination. In addition, any act performed during the term of this Agreement which may result in a dispute post termination or any provision expressed to survive this Agreement or to be effective on termination or the obligations set out in this Clause shall remain in full force and effect notwithstanding termination. Subject to other Clauses of this Agreement, both Parties shall undertake to settle all outstanding charges within 30 (thirty) days of the termination taking effect. Where any payments claimed by SpotASAP exceeds the Settlement Amount due to you the difference thereof shall be a debt due from you to SpotASAP and be forthwith recoverable by appropriate legal action, as deemed fit by SpotASAP. This section shall not preclude SpotASAP from recourse to any other remedies available to it under any statute or otherwise, at law or in equity. All materials, documentation, instruction manuals, guidelines, letters and writings and other materials issued by SpotASAP from time to time in respect of this Agreement, whether in respect of the utilization of the SpotASAP system solution or otherwise shall be returned by you to SpotASAP upon termination. You agree and confirm that you shall remain solely liable after the termination of this Agreement for all Chargebacks, refunds, penalties, loss, damages or cost incurred by SpotASAP, SpotASAP’s gateway partners or it’s respective Acquiring Banks/Card Associations and/or Customers and for all claims and proceedings arising against SpotASAP and/or SpotASAP’s gateway partners or it’s respective Acquiring Banks with respect to this Agreement. At the time of termination, SpotASAP may retain such amount from the Reserve (if any) and Settlement Amount payable to you (including Settlement Amounts withheld) as may be determined by SpotASAP to cover chargeback risk, refund risk or any potential loss, damages, penalties, cost that may be incurred by SpotASAP, SpotASAP’s gateway partners or it’s respective Acquiring Banks and/or Its’ Card Associations and/or Customers until such issue is resolved. Subject to this Clause and any other Clause of this Agreement, all settlement to you after notice of termination shall be done post termination. In the event that such retained amount is not sufficient to cover all Outstanding Amounts owed by you post termination, you shall ensure that it pays SpotASAP all pending amounts within 10 (ten) days of receiving the demand notice and shall at all times keep SpotASAP indemnified in this respect. This Clause survives the termination of this Agreement.


In the event you wish to report a breach of the Privacy Policy, you may contact the designated Grievance Officer of the Company at:
SpotASAP Technologies Private Limited
31/A1, Amarajyoti Layout, Sanjaynagar Main Road,
Bengaluru – 560094
Email address: support@spotasap.com