Merchant Agreement Form (MAF) for Cellnext cellPAY Mobile Payment

Service

This Merchant Agreement Form for Cellnext cellPAY Mobile Payment Service (“MAF”) is
entered into on
this ………… day of ……………… 2009 (“Effective Date”), by and between:

CELLNEXT SOLUTIONS LIMITED, a Company incorporated under the Companies

Act, 1956 and having its Registered Office at A – 186, Okhla Phase – I, New Delhi –
110 020 (hereinafter referred to as “Cellnext”, which expression shall, unless it
be repugnant to the subject or context thereof, include its successors and
assigns) of the ONE PART; And

………………………………………………………………LIMITED/PRIVATE LIMITED, a
company
incorporated under the Companies Act, 1956 and having its Registered Office at ………………
……………
………………………………………………………………………………………………………………………………………………………

…………………………………………and place of business at …… ……………… ………………… ……………………

………

…… ……… ………………………………………………………………………………………………………………………………../ a

firm /an association of persons/ an individual having its place of business at……
…………………… ……
……………………………………………………………………………………………………………………………………………………..

[Strike off whichever is not applicable], (hereinafter referred to as “MERCHANT” which

expression shall,
unless it be repugnant to the subject or context thereof, include its successors and assigns) of
the OTHER

PART.

Cellnext and Merchant are hereinafter also referred to as ‘Party’ or ‘Parties’ as per
the context.

WHEREAS Cellnext is engaged, inter alia, in the business of mobile commerce and has
an existing mobile payment platform “cellPAY” through which customers of Merchant
can make payments to the Merchant using their mobiles for purchasing goods and
services offered by Merchant.

AND WHEREAS, Merchant is engaged in the business of ……………… ……………………

………………………
……………………………………………………………………………………………………………………………………………………..

and has expressed its willingness to avail the cellPAY mobile payment service of Cellnext,
which would
enable its Customers in making payments for Merchant provided goods & services using
their mobile
phones using various payment modes.

AND WHEREAS, Cellnext has agreed to provide the said mobile payment service to
the Merchant through its cellPAY mobile payment Platform, as Agent for
collecting the payments from the end Customers for Merchant provided goods &
services, on behalf of the Merchant.

NOW THEREFORE in consideration of the foregoing and the mutual covenants

 contained herein, the Parties hereto hereby agree as follows:

1. Definition:
1.1 “MAF” or “Agreement” refers to this document entered into by and
between Cellnext and Merchant and all the Schedules/ Annexures/ Appendices if
any hereto, and shall be deemed to be and read as integral part of this
Agreement.
1.2 “MRF” shall mean the “Merchant Registration Form” which describes the DSA
details (in case service activated through Distributor), Merchant details like, name,
address, contact/mobile number, email id & bank details of Merchant, transaction
confirmation, Merchant General
Confidential - Cellnext Solutions Ltd 1
 Configuration, product configuration, pricing/charges payable by Merchant,
Payment Schedule & Mechanism and start date of service, to be signed by
Merchants with Cellnext at the time of its Registration for availing the cellPAY
mobile payment service of Cellnext. MRF is annexed hereto as Annexure I, and
forms an integral part of this MAF.
1.3 “Cellnext Site” shall mean the website with the domain name “http://
www.cellpay.co.in” established by Cellnext for the purposes of enabling mobile
payments by the Customers.
1.4 “CellPAY” is a mobile payment platform of Cellnext that enables customers to make
payments using their mobile phones using various payment modes such as credit card,
debit card, direct bank transfer. The Customers can make payment via SMS also using
various payment modes.
1.5 Without limiting the generality of Clause 9 “Confidential Information” in
relation to a Customer shall include the information relating to Customer’s Credit Card
and PIN, or that of the Card Number, Card Expiry date, Bank Account information,
Customer Name (including address, e-mail, address, telephone numbers, and data
regarding bank accounts or financial instruments), Transaction amount and other
customer details, etc. of whatsoever nature used by the customers during payment
transaction through cellPAY.
1.6 “Customer” means any person holding a Valid Credit Card/Debit
Card/Mobile Banking Account and who desires to purchase Goods & Services from
the Merchant and makes payment for the same using his/her mobile phone for
making payment through Cellnext Platform “cellPAY” using a Valid Payment
Mode.
1.7 “Distributor” shall mean any person being an individual, a firm, an
association of persons or a body corporate, which is registered & authorized by
Cellnext to promote and market the cellPAY Service of Cellnext to the
Retailers/Customers.
1.8 “Payment Facility Provider(s)” shall mean and include the mobile payment
Facility Provider(s) like the Acquiring Banks who have provided the Payment
Gateway facility to Cellnext and such other payment facility providers, by
whatever name called as may be appointed by Cellnext, from time to time, for
effective provisioning of the mobile payment facility by Cellnext to the Merchant
Customers.
1.9 “Issuing Bank” in respect of a Customer, means the bank which has issued
the Valid Credit Card to the Customer or facilitated the Customer with the Mobile
Banking Services with which Customer makes the payment for the goods /
Services.
1.10 “Merchant” shall mean any person being an individual, a firm, an
association of persons or a body corporate, having a physical presence and
location, who wants to avail of the cellPAY services of Cellnext in order to
facilitate receipt of payment from its own end customers for goods & services
only through mobile phone.
1.11 “Order” means an order for the purchase of goods and/or services placed
by the Customer through cellPAY Mobile Payment Platform.
1.12 “Payments” through cellPAY include, but not limited to, payments by
customers using credit card/debit card/direct bank debit for the following
purposes:
a) Pre-paid mobile re-charge, b) Post-paid mobile payment, c) Landline bill payment,
d) Electricity bill payment, e) DTH re-charge, f) Movies ticketing, g)
Airlines/Railways ticketing, h) Events ticketing such as sports, music, family,
amusement, etc, i) Insurance premium payments, j) Retail shops, k) Online portals,
l) Tours and travels’ m) Home delivery of food, music, books, etc, n) Monthly
subscriptions of gym, magazine, newspaper, cable, etc , o) Restaurants, petrol
pumps, p) Other services as may be mutually agreed upon.
1.13 “Payment Modes” as referred to in this Agreement shall include payment made
by Customers through cellPAY Mobile Payment Platform using one or more of the
following modes of payment: a) Credit Card, b) debit card, c) Bank Account and d) Any
other modes of payment as may be made applicable by Cellnext from time to time.
1.14 “Retailer” shall mean any person being an individual, a firm, an association of
persons or a body corporate, who is registered with Cellnext through any authorized
Distributor to distribute, promote and market the cellPAY service of Cellnext to the
 end Customers.
1.15 “Goods and/or Services”, means any product/merchandise/goods and/or
services that the Merchant offers to provide, and that is availed of by its Customers,
the payment for which is to be made by the Customers using various payment modes,
but does not include the Cellnext cellPAY mobile payment services as defined in
Clause 1.16;

Confidential - Cellnext Solutions Ltd 2

1.16 “Service” means the cellPAY mobile payment service offered by Cellnext
under this MAF but does not include the services, wherever the context implies,
that the Merchant offers to provide and is availed of by the end Customer.
1.17 “Sign-up fee” or “Sign-up charges” refers to the fee payable by the
Merchant to Cellnext at the time of registration with Cellnext for the cellPAY
Service, being the one time amount for integration with cellPAY Platform.
1.18 “Transaction” means every order that results in the Delivery by the
Merchant to the Customer of the goods and/or services in respect of which the
Order was placed.
1.19 “Transaction Charges” relates to the amount payable by the Merchant to Cellnext,
when its end customers use the cellPAY mobile payment platform for making payments to
the Merchant. Such transaction charges will also include payments made to the Banks
payment Gateway.
1.20 “Valid Credit Card” means a valid Visa or a MasterCard credit card or any
other credit card, for which the mobile payment acceptance facility is provided by
Cellnext.
2. Scope
M erchant will use the Services of Cellnext cellPAY m obile paym ent platform whereby
2.1 custom ers
of M erchant w ill be able to m ake paym ents to the m erchant using various paym ent
m odes using
their mobile phones under this Agreement.

3. Rights & Obligations of Merchant

3.1 In consideration of Cellnext performing the cellPAY mobile payment Services as
mentioned above, Merchant hereby declares, assures, undertakes and covenants as under:
3.2
a) Merchant will take suitable steps to integrate with cellPAY so that customers
could make payments to the Merchant through their mobile phones using cellPAY
and/or transfer the control to Cellnext IVR server for Customer to enter payment
details over IVR;

b) Merchant will promote the service through promotion, but he will not
laible/bound for marketing & communication through a proper medium. so
that customers can use cellPAY mobile payment platform to make
payments to the Merchant

c) Merchant will be solely responsible for dealings with its customers.

Cellnext will not be liable to Merchant or Merchant’s customers for any
liability arising out of defect in the product/merchandise/goods or services
of the Merchant availed through the use of cellPAY mobile payment
platform;

d) Merchant will help define and implement the payment mechanism and
smooth flow of
funds;

e) As integration between cellPAY and Merchant system is required,

Merchant will provide the required API for integration. Merchant will do the
necessary customization in the system to enable integration, if required,
and provide all the help necessary to complete integration, including
development and testing, as per the agreed timelines or otherwise agreed
as mentioned elsewhere in the agreement;

f) Merchant shall duly fulfill all Customer Orders in accordance with the
instructions of the Customer. Merchant will not acknowledge an order as
"Delivered" until after the order is completed/executed;

g) Merchant shall prior to accepting any instructions from the Customer

ensure that appropriate agreements have been executed with the Customer
or acknowledgement(s) has been received by the Customer in accordance
with the requirements of applicable law and regulations;

h) Merchant shall carry out all verifications for the Customer as may be
 required on an independent basis. Merchant is aware that Cellnext and its
payment Facility Providers are not guaranteeing any transactions with the
Customers in any manner whatsoever. Merchant assures

Confidential - Cellnext Solutions Ltd 3

 that the Customers will place the orders themselves and agree not to place
orders on behalf of customers;

i) Cellnext and its payment Facility Providers shall not be a party to the
Agreement between the Customers and Merchant in any manner
whatsoever;

j) Notwithstanding the aforesaid, Merchant assures and guarantees to

Cellnext & the payment Facility Providers the due performance of all
Customer Orders for which the payment has been transferred through the
Payment Mechanism;

k) In the event of any Customer complaining of any deficiency in Service,

Merchant shall take such measures as may be required to rectify the same;

l) Merchant shall ensure that the best service standards in the industry are
adopted and shall ensure delivery of all goods and services purchased for
Customers in accordance with the highest standards;

m) Merchant shall ensure that all licenses and registrations required by

Merchant are in full force and effect to enable Merchant to carry on the
business of sale of goods and services. Merchant assures and guarantees to
Cellnext that Merchant shall comply with all rules, byelaws and standards
set by the statutory bodies;

n) Merchant assures and guarantees that Merchants shall not sell or deal with
any of the following goods & services through the cellPAY:

i) any goods and services which includes pornography, ii) Alcohol and Drugs &
drug paraphernalia, iii) Counterfeit and unauthorized goods, iv)
Gaming/gambling, v) Hacking and cracking materials, vi) Tobacco and
cigarettes, vii) Weapons which includes firearms, ammunition, knives, brass
knuckles, gun parts, and other armaments, viii) Any goods or service which
is not in compliance with the applicable laws and regulations whether
federal, state, local or international including the laws of India or which is
prohibited by any judicial authorities;

o) The Merchant further confirms, undertakes and assures Cellnext that in the
event of violation of any of the byelaws and standards of Statutory Bodies by
Merchant AND any penalty imposed by the said statutory bodies or banks on
Cellnext for any violation by Merchant, Merchant shall on receipt of the claim
from Cellnext undertakes forthwith without any demur, protest, dispute or
delay, to pay to Cellnext, the amount of the penalty / fine imposed by the said
statutory bodies or banks;

p) Merchant shall ensure confidentiality of all information submitted by the Customers

via cellPAY. Merchant shall ensure that there are proper encryption and security
measures to prevent any hacking into the information of Merchant’s customers and
other data;

q) Merchant shall ensure that it is acting in compliance with and shall at all time
act in compliance with all laws, rules and regulations and shall at all times
comply with the guidelines set by Visa/Master Card/Cellnext/ Banks and
payment Facility Providers;

r) Merchant hereby grants to Cellnext and the payment Facility providers, a

non-exclusive, royalty-free, limited license to use, display and reproduce
the trademarks, service marks and logos of Merchant solely in connection
with the marketing of cellPAY facilities and services to the public. Merchant
shall prominently display, on its marketing materials, a
statement/logo/image of cellPAY provided by Cellnext.

s) Cellnext shall be entitled to prohibit the display of any material on the Merchant
 System/ marketing materials if the act or manner of such display is contrary to any
applicable law, regulation, government policy, order or guideline including all
applicable foreign laws and

Confidential - Cellnext Solutions Ltd 4

 regulations or which is detrimental or harmful to the interest of Cellnext or
payment facility providers.

t) Merchant shall bear and be responsible for the payment of all

relevant taxes (including any applicable withholding taxes) due upon the
services related to the Customer Orders received through cellPAY Platform.

u) Merchant shall not describe itself as agent or representative of Cellnext or

payment Facility Providers/ Banks. Merchant shall not make any representations to
Customer or any third party or to give any warranties, which may require Cellnext to
undertake to or be liable for, whether directly, or indirectly, any obligation and/or
responsibility to Customer or any third party.

v) Merchant shall use Cellnext’s services and other facilities offered on

cellPAY only for Merchants provided goods and/or services as mentioned herein
this agreement and not for any other purpose unless agreed otherwise by both
the parties.

w) In case the Merchant is unable to deliver any part of the Customer’s

Order within 12 calendar days from the date on which the order was placed
the Merchant shall cancel the order and the customer shall be refunded. In
such an event amount paid by the Customers will be refunded back to the
Customers by Merchant. In case amount is not refunded by the Merchant,
Cellnext shall be entitled to set off and deduct such amount from any
payment due to Merchant as per MRF.

4. Rights & Obligations of Cellnext

Cellnext agrees to provide the service under this Agreement and to
integrate with Merchant so that customers of Merchant can make
payments to Merchant using cellPAY Platform. Cellnext agrees:
a) To run cellPAY platform, and integrate the same with merchants, banks,
distributors,
etc;
b) To define and implement a payment mechanism and process
between merchant and Cellnext as per Annexure - II;
c) To co-ordinate, supervise and decide upon all activities relating to the cellPAY
service;

d) Cellnext shall ensure confidentiality of all information submitted by the

Customers via cellPAY. Cellnext shall ensure that there are proper encryption
and security measures to prevent any hacking of the information of the
customers and other confidential data;
e) Cellnext shall ensure that necessary licenses and registrations, if any,
required by Cellnext are in full force and effect to enable Cellnext to carry on the
business of mobile payment services. Cellnext assures and guarantees to Merchant
that Cellnext shall comply with the provisions of all enactments, rules, byelaws and
standards set by the statutory bodies;
f) Cellnext shall ensure that it is acting in compliance with and shall at all
time act in compliance with all laws, rules and regulations and shall at all times
comply with the guidelines set by Visa/Master Card/RBI/ Banks and payment
Facility Providers;
g) Cellnext reserves the right to impose limits on the number of
transactions undertaken using a particular valid credit card and the value
of a single Transaction during any time period, and reserves the right to
refuse to make payments in respect of transactions exceeding such limit.
h) Cellnext has the right to cancel/reject a transaction or payment in
respect of any order, which purport to be a suspected fraud and therefore
such transaction cannot be authorised by Cellnext/payment facility
providers. In such a case Cellnext can refund payment on the said
transaction.
i) Where Cellnext is entitled to reject/ cancel transaction or payments
in respect of an order or demand a refund, it may:
 i) deduct the relevant amount from the transaction value of goods
and/or services ordered by the Customers and/or payments to be made in
respect of subsequent transaction value of goods and/or services until
Cellnext has been refunded in full;

Confidential - Cellnext Solutions Ltd 5

 ii) demand payment of the relevant amount from the Merchant.

5. Term & Termination

5.1 This MAF shall take effect on the day of its execution first mentioned
hereinabove and shall be valid unless terminated by either party by giving 60 days
advance written notice of its intension to terminate the Agreement.
5.2 In addition to any other termination rights granted by this Agreement, Cellnext may
terminate this Agreement immediately without liability and without any notice, if (i)
Cellnext is notified or otherwise determines in good faith that Merchant is using the cellPAY
service in furtherance of any activity which violates any law, rule, or regulation or policy of
Cellnext or (ii) it is notified by Visa/ Mastercard/ acquiring bank that the number and
quantum of charge back requests received in relation to cellPAY is beyond the limits
considered acceptable for provision of the cellPAY Mobile payment service (iii) Cellnext, or
its directors, officers, stockholders, employees or agents are made the subject of a criminal
or civil or civil action or investigation or are threatened by such action as a consequence of
use of the facility by the Merchant.

6. Fees & Payments

6.1 Merchant shall pay to Cellnext transaction charges and payment gateway
charges at the rates specified in Annexure I (MRF) to this MAF.
6.2 Merchant shall also pay Sign-up fee/charges, if any, as specified in MRF and
Annual Maintenance Charges (AMC) as specified in MRF on signing of this MAF.
6.3 Taxes, if any, would be payable extra by Merchants in addition to above
charges;
6.4 Cellnext reserves the right to modify the above charges and payment terms from time to
time, at its sole discretion and will intimate Merchants about the same one week before such
modification;
6.5 The amount collected from the Customers after deducting Cellnext charges
specified in Clause 6.1 above would be credited to the Merchant Bank account provided
by Merchant in the MRF. In case someone representing the Merchant subsequently
claims that the above payments be credited to some other account than the account
number mentioned in MRF, Cellnext will not be further obliged to pay the said amount.
Merchant itself will be liable for such claim and Cellnext will not be liable for any such
claim or further cost in future.
6.6 Merchant will incur its own cost for marketing, promotions of cellPAY to its
users. All costs associated with the Merchant to discharge its obligations under
this Agreement shall be borne by the Merchant only.

7. Indemnification & Limitation of Liability

7.1 Merchant shall indemnify and keep Cellnext indemnified against any action,
liability, cost, claim, loss, damage, proceedings, expense (including legal costs on
attorneys) suffered or incurred by Cellnext or in any way arising from :-
a) any breach by Merchant of any of its obligations, representations or
warranties under this Agreement;
b) any matter relating to the Services hereunder or the performance of
its obligations hereunder, or in any way arising out of the any third
party claims, any claims arising from any act alleged to be illegal, claims
for defamation, infringement of intellectual property rights, damage to
computer database, loss of data or distribution of illegal or obscene or
offensive material;
c) any penalty imposed by Visa/ Mastercard/ acquiring bank on
Cellnext / payment facility providers consequent to the fact that the
number and quantum of charge back requests received in relation to
cellPAY is beyond the limits considered acceptable for provision of the
cellPAY Mobile payment service;
d) violation of any laws or regulation of any governmental, regulatory
or judicial authority arising from the performance of the Merchant under
this Agreement;
e) the gross negligence or willful misconduct of the Merchant or its
employees or agents in connection with this Agreement.
7.2 Without prejudice to any remedies available to Cellnext, Cellnext shall be under no
liability whatsoever to the Customer in respect of any loss or damage arising directly or
indirectly out of:
Confidential - Cellnext Solutions Ltd 6
 a) any defect in any goods or services supplied; b) the refusal of Merchant to
honour or accept a Mobile Payment; c) the malfunction of any computer terminal or
equipment; d) the giving of Transaction Instruction by any person other than by a
Customer; e) handing over of the Mobile by the Customer to third party; f) any
injury to the credit character and reputation of the Customer alleged to have been
caused by the repossession of the Mobile and/or, any request for its return or the
refusal of any Merchant to honour or accept the Mobile Payment; g) any mis-
statement, misrepresentation, error or omission in any details disclosed by
Cellnext;
7.3 Merchant shall indemnify and keep Cellnext indemnified against any action,
liability, cost, claim, loss, damage, proceedings, expense (including legal costs on
attorneys) suffered or incurred by Cellnext for any action taken by customer
against Cellnext.

8. Compliance with the Policies & Procedures

Merchant agrees and undertakes that :
a) The use of Credit Card implies that the Policies of Visa, Master Card etc has
to be followed by all concerned parties. Merchant understands, acknowledges and
agrees that by initial and continued use of the services provided by Cellnext on
cellPAY Platform, that Merchant/Customers agree to, and is bound by the Charge-
Back Policy of Banks/Cellnext.
b) Cellnext may revise policies, agreements and notices at any time
without notice and that Merchant/Customers shall be bound by the policies,
agreements and notices as posted on the cellPAY platform. A detailed
chargeback policy is annexed hereto as Annexure - III that will be applicable for
any chargeback under this Agreement.
c) In respect of disputes, related to quality and/or delivery/non-delivery of the
goods and services by merchants, Cellnext will not be held responsible for charge back.
Cellnext makes no warranty concerning Merchant provided goods or services and it is
agreed that any recourse for dissatisfaction or problems with those goods or services
will be sought from the Merchant.
d) Cancellation of the transactions on the cellPAY platform (order) depends
on the Merchant’s Cancellation/Refund Policy. Cellnext may or may not provide
the interface for cancellation of order processed. In case the interface is
provided, the Customers may opt for cancellation through the interface
provided. . The cancellation may be processed directly by the Merchant or by
Cellnext, and this could vary from merchant to merchant as defined by
respective merchant’s Cancellation/Refund Policy.
e) Unless otherwise provided by Merchant, all transactions made on
cellPAY platform are final and no returns of the same are allowed. Once the
Users have done transactions through cellPAY Platform, they are
considered final and it will be deemed that the Customers have utilized the
services. Further, no chargeback under this sub-clause will be allowed in
such a case.
f) In case Cellnext receive a cancellation/refund request under this
policy, Cellnext will notify the Merchant to give an opportunity to resolve
the dispute and the decision of the concerned Merchant and Cellnext shall
be final.

9. Confidentiality
9.1 Under this Agreement, both the parties may have access to information that
is confidential in nature ("Confidential Information"). Confidential Information shall
include, but is not limited to:
i) All information which is not in public domain at the time of disclosure to the other
Party; ii) Cellnext software, products including all source and object code and
documentation related to such software; iii) Information relating to the disclosing party's
software or hardware products, API data files, specifications, data bases, networks,
system design, file layouts, tool combinations and development methods as well as
information relating to the disclosing party's business or financial affairs, which may
include business methods, marketing strategies, pricing, competitor information, product
 development strategies and methods, customer lists and financial results; and iv) All
tangible material which contains Confidential Information, whether written or printed
documents, computer disks or tapes, whether user or machine-readable. However, a
party's Confidential Information shall not include any information which: a) Becomes part
of the public
domain through no act or omission of the other party; b) Is lawfully acquired by the
other party
Confidential - Cellnext Solutions Ltd 7
 from a third party without any breach of confidentiality; c) Is disclosed by a party to a
third party without any obligation of confidentiality; d) Is independently developed by the
receiving party; or
e) Is approved for release by prior written authorization of the disclosing
party.
9.2 The parties agree to maintain the confidentiality of the Confidential Information and
to protect as a trade secret all portions of the other party's Confidential Information by
preventing any unauthorized copying, use, distribution, installation or transfer of
possession of such information. Dissemination of Confidential Information by each party
shall be limited to those employees with the need to such access for the advancement of the
goals anticipated under this Agreement. Each party agrees to maintain at least the same
procedures regarding Confidential Information that it maintains with respect to its own
Confidential Information. Without limiting the generality of the foregoing, neither party
shall permit any of its personnel to remove any proprietary or other legend or restrictive
notice contained or included in any material provided by the other party and both parties
shall not permit its personnel to reproduce or copy any such material except as expressly
authorized hereunder.

10. Miscellaneous
10.1 Cellnext’s relationship with Merchant will be that of an independent contractor and that
of an agent for collection & receipt of mobile payments from customers on behalf of Merchant,
and nothing in this Agreement shall be construed to create a partnership, joint venture, or
employer-employee relationship between the parties hereto or between Cellnext and Merchant’s
employees. Merchant shall have no right to obligate or bind Cellnext in any manner. The
employees of the Merchant shall not have any claim/right/benefits whatsoever against Cellnext.

10.2 Notwithstanding any other provision of this Agreement, Merchant shall have no
right to use any of Cellnext’s trademarks, service marks, or trade names in connection
with any products, services, and/or promotion without the prior written consent of
Cellnext.
10.3 The Agreement shall be assigned by Cellnext whether voluntarily or involuntarily
or by operation of law, in whole or in part, to any party after discussions with Merchant
hereto.
10.4 The terms and conditions and specifications of the Services under this
Agreement including but not limited to the pricing & payment terms of this
Agreement may be amended, altered and/or, modified by Cellnext at its option.
Such amendment to or alteration or modification of the Agreement shall be in
writing and signed by the senior designated authorised signatory of Cellnext.
10.5 All waivers hereunder must be made in writing, and failure at any time to
require the other party's performance of any obligation under this Agreement shall not
affect the right subsequently to require performance of that obligation. The waiver by
either party of a breach of any provision herein will not be taken or held by the other
party to be a waiver or any other terms of this Agreement or of the Agreement in its
entirety. Nor shall any waiver of any incident of breach or default constitute a
continuing waiver of the same.
10.6 In the event that any or any part of the terms, conditions or provisions
contained in the Agreement shall be determined invalid, unlawful or unenforceable to
any extent such term, condition or provision shall be severed from the remaining
terms, conditions and provisions that shall continue to be valid and enforceable to the
fullest extent permitted by law.
10.7 Both the parties shall not be under any liability to each other or to any other
party in any way whatsoever for the destruction, damage, delay or any other
matters of the nature whatsoever regarding force majeure events.
10.8 Any and all notices required or permitted by this Agreement shall be in writing and
shall be deemed delivered when personally delivered to the party to whom it is addressed,
or in lieu of such personal service, if sent by registered post or courier on completion of
forty eight (48) hours after deposit, postage prepaid, addressed to such party at the
appropriate address set forth below the signature block of this Agreement. Either party may
change its address for the purpose of this paragraph by giving written notice of such change
to the other.
10.9 Merchant agrees that during the life of this Agreement, it will not compete with
Cellnext in the business areas of Cellnext. Merchant also agrees not to enter into any
contract for similar assignments / Agreements as per this Agreement for the Benefit of
competitors of Cellnext.

Confidential - Cellnext Solutions Ltd 8

10.10 Cellnext processes mobile payment transactions through cellPAY mobile
payment platform on behalf of Merchants. Cellnext is not a bank, non-banking financial
company or other depository institution. Funds held by Cellnext or its service providers
(including any bank service providers) in connection with the processing of Payment
Transactions through cellPAY are not deposit obligations of Customer/End User/Buyer
and are not insured for the benefit of Customer/End User/Buyer by any governmental
agency.
10.11 This document alongwith MRF & Annexures attached hereto constitutes the entire
Agreement of the parties and expressly supersedes any oral or written Agreements,
negotiations, promises or representations between the parties up to and including the date
of execution.
10.12 Any dispute arising under this Agreement shall be submitted to arbitration
at the discretion of Cellnext by appointing a sole Arbitrator. The decision of the
Arbitrator so appointed shall be final. The venue of arbitration shall be at New
Delhi.
10.13 All transactions through cellPAY are subject to Indian Laws. This Agreement and
its validity, interpretation and performance will take effect and be governed under the
laws of India. Venue in any action in law or equity arising from the terms and
conditions of this Agreement shall be the court of appropriate jurisdiction in New Delhi
(India).

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first written herein above.

For Cellnext Solutions Limited For Merchant

____________________________
[Full Name of Merchant with stamp]

___________________________ ____________________________
By: By:

Name: Name:

Title: Title:

Witnesses:

1. 1.

2. 2.
Confidential - Cellnext Solutions Ltd 9
Annexure I
Merchant Registration Form (MRF) for Cellnext cellPAY Mobile Payment Service
(cellPAY - Direct and DSA) Executive Name:

MRF TRACKER # DATE OF MRF

DIRECT ORDER CHANNEL ORDER (DSA)

DSA DETAILS

Name of the DSA

Name of the contact person Mobile #

Designation of the contact person FAX #

Telephone Email

Website
Address

City State Postal code

MERCHANT DETAILS

Name of the Merchant

Address of the Registered Office/ Place of Business

Names of directors/proprietor

ROC Registration No/CIN PAN/TAN no

Service tax registration no

Main LOBs/objective

Description of products/services

Name of the contact person Mobile #

Designation of the contact person FAX #

Telephone Email

Website

Bank details

Bank a/c no A/c name

A/C type Bank name

Branch IFSC code (NEFT) Swift code no

Telephone no IFSC code (RTGS) Bank Transit No.

Branch address

Transaction confirmation

Via SMS Enter Mobile No

Via Email Enter Email address

Payment initiation by merchant

Enter mobile no(s)

Merchant General Configuration

Merchant short name

Merchant IVR prompt

SMS Format □ Merchant short name □ Product short name □ Amount □ Payment mode □ Reference Id

[10] Contd ...

Annexure I - MRF

ORDER DETAILS

Merchant Financial Configuration

Signup chgs AMC charges Integration reqd Start date

Development charges Fixed monthly charges

Integration charges Service tax exclusive

Cheque No Amount Cheque date Bank/branch

Product configuration

Product Product short name Product IVR

Main product, if any Special instructions

Denomination configuration

Amount Service tax exclusive

Payment gateway transaction charges from merchant Absolute %age Combo

Cellnext transaction charges from merchant Absolute %age Combo

Convenience charge from customer Absolute %age Combo

Special offer/discount to customer Absolute %age Combo

PAYMENT SCHEDULE PAYMENT MECHANISM

Weekly of every week(s) Netbanking Cheque

Monthly of every month(s)

Settlement after days of transaction

Minimum amount payable (Rs) per schd

SIGNATURES OF MERCHANT WITH STAMP DSA SIGNATURE FOR CHANNEL ORDER CELLNEXT ACCEPTANCE

Signature:

Name:

Designation:

For the purpose of MRF as above:

1. Transaction shall mean every order that results in the Delivery by the Merchant to the Customer of the Product(s) / Services in
respect of which the Order was placed. Cellnext Transaction Charges referred to herein above, relates to the amount payable by the
Merchant to Cellnext, when its end customers use the cellPAY mobile payment platform for making payments to the Merchant. Such
transaction charges will also include payments made to the Banks payment Gateway. Taxes would be payable extra by Merchants in
addition to above charges. Cellnext reserves the right to modify the above charges from time to time.

2. This Merchant Registration Form ("MRF") shall form part of the Merchant Agreement Form (MAF ) and unless otherwise expressly
stated herein, all terms and conditions of the MAF shall apply to this MRF. The terms not defined in this MRF shall have the same
meaning as assigned to them in the MAF.

3. The above information is being provided to Cellnext without imposing any liability on the part of Cellnext or its officers. The Merchant
will be solely liable for any loss or damage, whether financial or otherwise, suffered by Cellnext or any third party as a result of use of
above information by Cellnext.

4. The amount payable to Merchant will be credited by Cellnext as per the Bank account information provided above. In case someone
representing the Merchant subsequently claims that the above payments be credited to some other account than the account number
mentioned above, Cellnext will not be further obliged to pay the said amount.

5. UNDERTAKING: I/We have read and fully understood the terms and conditions mentioned in the Merchant Agreement Form (MAF) and
unconditionally accept them as binding on me/us. I/We further declare and undertake that above information provided by me/us is true
and correct in all respect. It is certified that the person signing this Application / Agreement has full authority to do so and thereby binds
the Merchant to the terms of the "Merchant Agreement Form".

[10A]
ANNEXURE – II

PAYMENT COLLECTION PROCESS & PAYMENT MECHANISM

Cellnext cellPAY Platform is connected to the Bank Payment Gateways for receipt /
collection of payments from end customers on behalf of the Merchant via credit card/ net
banking/ debit card.

Such funds collected on behalf of Merchant is kept in an Escrow Account maintained

separately by Cellnext with the Bank and amount so collected is transferred to the
Merchant Bank Account electronically via direct bank transfer, within the time frame
agreed with the Merchant.
Confidential - Cellnext Solutions Ltd 11
ANNEXURE – III
CHARGEBACK POLICY

Merchant agrees that payment made in respect of any Order, which proves to be
uncollectible from the Customer and/or in respect of which the Issuing Bank raises a
claim on any of Cellnext or the Facility Providers, shall be the financial responsibility
of Merchant. Merchant agrees to the non-payment of such Order or the charging back
of such uncollectible charge as the case may be without any demur or protest, dispute
or delay. The Merchants further agrees, confirms, undertakes and guarantees that the
non-payment of such order or the charging back of such uncollectible charge as the
case may be, shall be the personal responsibility / liability of all the promoters and
directors of Merchant in their individual capacity.

Without prejudice to the provisions of the aforesaid, the following payments shall
be deemed to be uncollectible:

a) Any payments involving the alleged forgery of the Customer’s Confidential Information
of whatsoever nature. In such an event, Cellnext and the facility providers shall not be
required to check the veracity of any alleged fraud and shall be entitled to rely upon the
allegation made by the Customer; b) Any payment which the Customer refuses to honour
or demands a refund of because the goods/services purchased from the Merchant was not
as promised or was defective, deficient, incomplete and /or unsatisfactory for any reason
whatsoever; c) Any charge/debit which is a suspect charge; d) Any charge/debit made on a
card other than a Valid Card; e) Any charge/debit for merchandise or services in an amount
in excess of the Price; f) Any charge/debit for undelivered merchandise or services; g) Any
charge / debit arising out of any alleged hacking, breach of security or encryption (if any)
that may be utilised by Cellnext and the facility providers from time to time.

Merchant hereby authorises Cellnext to appropriate Merchant’s current balance amounts

with Cellnext to the extent of the aforesaid uncollectible amounts and any other moneys
due to Cellnext by Merchant in terms of this Agreement in respect of a Customer Charge. If
there is insufficient funds available therein, Merchant shall on receipt of the e-mail from
Cellnext and/ or claim from Cellnext undertakes forthwith to pay to Cellnext, the amount of
the dispute / refund to the extent to which such funds proves inadequate. Cellnext
reserves the right to demand and recover Reserve/Security Deposits, of such amount and
within such period as it may deem fit and appropriate, from Merchants as security for the
obligations of Merchant arising in terms of the Chargeback. In case security/reserve
deposit is not provided by Merchants in time, Cellnext reserves the right to terminate the
MAF and cancel Merchant registration forthwith, without any further cost or liability on the
part of Cellnext. Without prejudice to any other of Cellnext rights and remedies, in the
event that the Merchant does not make any payment to Cellnext by its due date or on
demand as required under this Agreement, Cellnext shall be entitled to charge daily
interest on such overdue amount from the due date of demand (as the case may be) until
the date of payment in full, at the rate of 2.5% per month.
Confidential - Cellnext Solutions Ltd 12