i. “Acquiring Banks” shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 and other software providers who are in the business of providing information technology services, including but not limited to, POS terminals, internet based electronic commerce, internet payment gateway and electronic software distribution services.
ii. “Acquiring Bank Services” shall mean the POS/payment gateway system and services provided by the Acquiring Banks such as to (i) route internet/POS terminal based Valid Card transactions; (ii) offer various facilities through the internet/POS terminals, including Net Banking facilities; (iii) provide Authentication and Authorization from Card Associations/Issuing Institutions or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the customers.
iii. “Applicable Law” shall mean all laws, ordinances, judgments of any court or government authority, administrative or regulatory including notifications or guidelines issued by the Reserve Bank of India.
iv. “Annual Maintenance Charge” shall mean the charges set out in the Consideration clause.
v. "Authentication" shall mean the process by which the Customer’s identification is authenticated by the Acquiring/Issuing Banks.
vi. “Authorization" shall mean the process by which the Issuing Institution and/or banks and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Valid Card and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer.
vii. “Business Days” shall mean (i) A day other than Saturday or Sunday or (ii) a day other than on which the Banks in India and/or Reserve Bank of India are closed for business / clearing, or (iii) a day other than on which normal business in India could not be transacted due to storms, floods, bandhs, strikes, or (iv) any days other than declared by Grit and/or Acquiring Bank as a Holidays etc.
viii. ‘’CAMEL’’ framework (Capital adequacy, Asset quality, Management, Earnings, Liquidity, Systems and controls)
ix. "Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Maestro, Diners, American Express or any other card association as may be specified by Grit from time to time.
x. “Card Association Rules” shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
xi. “Chargeback” shall mean the approved and settled card or net banking Transactions which are raised or disputed by the valid cardholder or valid account holder to the Issuing bank or its bank and at any time reversed or debited (shall also include similar debits to Grit bank accounts, if any) by the Acquiring and/or Issuing Bank for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto if any.
xii. “Commercial Payment Schedule” shall mean a separate payment schedule agreed between the Customer and Grit setting out the Transaction Discount Rate, the set-up fee, Annual Maintenance Charges, security deposit and any other charges payable by the Customer for the Grit Services.
xiii. “Confidential Information” shall mean any and all written, oral or other tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not), research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information” trade secrets which includes but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by Grit (“Disclosing Party” to the other Party (“Receiving Party”) within the framework of these Terms and Conditions or resulting therefrom. Provided that confidential information disclosed orally or those produced by electronic media or through any other intangible means shall be deemed confidential if it is identified as being confidential if it is reduced in writing within (30) thirty days of the date of disclosure. Such writing shall specify the date, time, place, persons involved and the substance of the confidential information so disclosed.
xiv. Customer Charges shall have the meaning set out under Paragraph 6 (iii).
xv. "Customer/Corporate/Enterprise" shall mean an individual or legal entity, who/which purchases/utilizes or sells Products or Services from or to the Vendors/Partners, payment of which gets directed to Payment Mechanism provided by Grit under Grit Services.
xvi. “Customer/Corporate/Enterprise Bank Account” shall mean a bank account or credit/debit/ prepaid/ cash card account of the Customer with Issuing Institution.
xvii. “Customer/Corporate/Enterprise Charge/Transaction Amount” shall mean the sale price of the products purchased or sold by the Customer plus the shipping charge (if any) or in case of utility the actual Bill amount presented by Utility biller for services utilized by the customer/corporate/enterprise and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that are to be paid by the Customer or Vendors, as the case may be.
xviii. “Customer Data” shall mean data and information that Customer submits to Grit or to Grit Site in connection with the Services, including information stored in or processed through the Grit Site. However, such data or information shall not include the data or information which is/are in public domain;
xix. “Financial Institution” shall mean one or more of ‘Grit’ approved banks or financial institutions including NBFC.
xx. "Issuing Institution or Issuing bank" shall mean a bank or financial institution or other legal entity, with which the Customer or Vendor (as the case may be) has a Net Banking account and/or which has issued the Valid Card to the Customers or Vendors
xxi. “Customer Grit Account” shall mean the Customer bank account maintained with Grit in order to provide the Grit Services to the Customer.
xxii. "Vendor Bank Account" shall mean the bank account maintained by Vendor for payment, which Customer nominates for settlement of Vendor Settlement Amount and the details of which are provided in Vendor Information Form (VIF) to Grit.
xxiii. “Net Banking Account” shall mean the facility and internet account provided by the Issuing Institution to Customers or Vendors holding a bank account with the Issuing Institutions specified by Grit from time to time. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices.
xxiv. “Nodal Account” shall mean an inoperative account held by Grit with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Vendors and facilitating the transfer of these funds in final settlement to the Vendors (after deducting TDR or as per arrangement between Customer & its Vendor), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications amended from time to time.
xxv. “Nodal Bank” shall mean the bank(s) designated by Grit for the purpose of pooling the funds collected from Customers on behalf of the Vendor and facilitating the transfer of these funds in final settlement to the Vendor (after deducting TDR or as per arrangement between corporate & their Vendor/Vendors), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications/guidelines amended from time to time.
xxvi. “One Click Checkout” shall mean the facility provided to the Customers to save its Valid Card details on the Grit server and/or Grit designated industry standard compliant third party for payment with a single click.
xxvii. “Outstanding Amount” shall mean the amount payable by the Customer or Vendor to Grit, Acquiring and/or Issuing Banks towards Chargebacks or any fees, penalty or other payments owed to Grit by the Customer or Vendor; and any claims, cost or expenses as a result of the proceedings filed against Grit and/or Acquiring and/or Issuing Banks by the Customers or any third Party.
xxviii. “Payment Mechanism” shall mean the mechanism of making payment by utilizing the internet/POS terminal/Batch Auth/Batch Upload/any other form of facilities of various Acquiring and/or Issuing Banks, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by Grit from time to time.
xxix. “Grit Services” shall have the meaning ascribed to it under “Services” as defined herein and more particularly described in the Scope of Work herein provided through Grit Services Products.
xxx. “Grit Services Product” shall mean the Grit products by means of which Grit provides Grit Services. The Customer will be provided with the Grit Services Product in the manner described in the Terms and Conditions.
xxxi. “Grit Site” shall mean the websites provided by Grit (Cardpay Technologies Private Limited) (i.e. Gritfirst.in and/or Gritfirst.com depending upon the Grit Services Product) by means of which Grit provides aggregative Internet Payment Gateway/POS terminal services/other Payment Mechanism/Grit Services to the Customers and Vendors.
xxxii. "Products" shall mean goods and/or services offered for sale by the Customer or Vendor on its site or through other mediums.
xxxiii. "POS Terminal": A point of sale device placed in a Vendor/Corporate location which is connected to the acquiring bank system via telephone lines and is designed to authorize, record and settle data by electronic means for all sales transactions with acquiring bank.
xxxiv. "RBI" shall mean the Reserve Bank of India.
xxxv. “Settlement Amount” shall mean the final amount to be settled and transferred to the Vendor Bank Account or Customer/Service provider Bank Account (as the case may be) after due collection of charges/fees payable to Grit under these Terms and Conditions.
xxxvi. “Services” shall mean Grit facilitating Payments and Financial Supply Chain Management through an online platform or anything which uses Grit Services Product
xxxvii. "Vendor/Partner/Vendors/Partners" shall mean the supplier or purchaser of goods or services to or from Customer.
xxxviii. “Territory” shall mean boundaries within India.
xxxix. “Transaction” shall mean information related to the payment for purchase or sale of goods and services by Customer.
xl. “Work Orders” shall mean a request by Customer to Grit for access of Grit Sites and provisioning of Services as per the terms and conditions stated in these Terms and Conditions.
xli. "Valid Card" shall mean any unexpired credit card or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, American Express, Visa Electron or a Maestro or cash card, pre-paid card or other card as may be specified by Grit from time to time. Provided that the card is not listed in current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued.
Grit has developed a software application (“Software Application”) and established Grit Sites. It will act as an intermediary by creating a platform between the Customer, Vendors Utility Solution providers and the respective Acquiring and/or issuing Banks by means of the Software Application and Grit Site, for enabling the Customers or Vendors to make payment of Transaction Amount on Grit Site for Transactions carried through the Payment Mechanisms using Acquiring and/or Issuing Bank’s Services. In order to serve in this role, Grit has entered into agreements with various Acquiring and/or Issuing Banks to enable use of POS terminals/internet payment gateways/Payment Mechanisms developed by them and/or developed between Grit & various Acquiring/Issuing banks and process payments using Acquiring and/or issuing Bank Services. Once the payment instruction is Authenticated and Authorized by the respective Acquiring and/or issuing Bank in respect of a Transaction, the Acquiring and/or issuing Bank will transfer such approved Transaction Amount to the Nodal Account. The Customer hereby directs and authorizes Grit to receive, hold, disburse and settle the Transaction Amount in accordance with and subject to the Terms and Conditions. Grit shall provide the initial set-up and integration and deployment of ‘Grit’ systems and solutions at the Customer’s site, including training to Customer personnel. (“Grit Services”).
The Customer agrees that:
i. Customer shall provide all the information and details required by Grit and fill all forms as may be specified by Grit including without limitation, Vendor Information Form, Customer Information Form, Authority Letter Admin information. List of forms, information and documents required by Grit is as provided under. Customer acknowledges and agrees that one or more forms or letter may be required by the Company in physical signed copies.
ii. Customer shall also provide such declarations as specified by Grit and required by the Acquiring Bank in the form and manner as may be specified by Grit.
iii. Customer shall be responsible for accuracy of information provided by the Customer under the forms specified above.
iv. Customer will provide appropriate infrastructure for access of the Grit Site provided by Grit.
v. Customer will ensure that the Grit Site is operated by authorized identified competent personnel in accordance with the furnished operating instructions and are used only for the purposes contemplated under the Terms and Conditions;
vi. Authentication of any information and legitimacy of Customer’s Vendors is the Customer responsibility.
vii. A payment due to the Financial Institutions is a sole responsibility and liability of the Customer including any charges in connection with the same. Grit will act purely on the instructions of the Customer as per the information provided by the Customer.
viii. Customer will be responsible to identify and clearly articulate the Vendors/ Utility service provider who need to be paid.
ix. Customer is responsible and accountable for all the information and due diligence of its Vendors/ Utility Service Provider.
x. Authorized user referred as “Admin” is empowered to nominate and authorize other users of the Grit Site. Admin to identify the user rights and will receive both “maker and checker” rights
xi. Responsibility of the Admin to intimate in writing or through mail (registered email id) in the event of changes in the profiles of maker or checker.
4. “Grit” OBLIGATIONS
Grit” will (i) provide to Customer the Services requested and used by Customer, including without limitation the transmission of Transaction information to “Financial Institutions” (ii) provide Customer with access to standardized reports regarding Customer’s Transactions processed using the Services. Customer is aware that the payment solution extended to the Customer by Grit is in association with the Financial/Issuing Institution and in case of (i) any issues with respect to default committed by the Customer (ii) any event of fraud in connection with payment of outstanding through the Grit processing Services, Grit shall not be responsible for the same and that the matter shall be independently settled between the Customer and the Financial/Issuing Institution. Grit shall ensure timely and seamless payment to the Vendors/Utility partners of the Customer and collections from the Vendors/ Buyers in accordance with the payment instructions provided by the Customer.
5. APPROVAL AND REGISTRATION TO AVAIL Grit SERVICES/ACQUIRING AND/OR ISSUING BANK SERVICES
i. The customer shall disclose the exact business category/business sub-category for which the customer will be using the Grit Services and shall only avail the Grit Services through approved mechanism by Grit. In order to use the Grit Services for any other purpose, the Customer shall notify Grit in writing of such change and such change will be subject to approval by Grit. The Customer understands that in order to avail Services, the Customer must be approved by and registered with Grit, the Acquiring and/ or Issuing Banks and/or Nodal Bank. Any undertaking with respect to the Grit Services under these Terms and Conditions shall be subject to Grit’s, the Acquiring and/or Issuing Banks’ and/or Nodal Bank’s approval and completion of the registration process. The Customer further understands and acknowledges that Grit, the Acquiring and/or Issuing Banks and/or Nodal Bank have the right to withdraw their approval/consent at any time prior to or after commencement of the Grit Services.
6. FEES AND PAYMENT TERMS
i. In consideration for Grit Services, the Customer agrees to pay Grit, Transaction Discount Rate (TDR) as agreed in writing, which shall be deducted by Grit from the Transaction Amount in respect of each completed Transaction. Grit reserves the right to revise the TDR periodically, and Grit will intimate the Customer of any such change within reasonable time.
ii. The Customer shall also pay to Grit (i) a non-refundable one time set up fee, and (ii) Annual Maintenance Charge payable in advance every year as detailed in the table above. Grit shall have a right to deduct such set-up fee and Annual Maintenance Charges from the Settlement Amount payable by the Customer.
iii. The Transaction Discount Rate, the set-up fee, Annual Maintenance Charges, security deposit and any other charges (“Customer Charge”) payable by the Customer shall be agreed between the Customer and Grit in writing under a separately Commercial Payment Schedule.
6.a. PAYMENT ARRANGEMENT
i. Grit shall endeavor to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the Vendor’s Bank Account or in Customer Bank Account in case the Customer is accepting payments from Vendors within the time period prescribed by RBI commencing from date of Completion of Transaction as separately mutually agreed. If the Customer opts for Grit Services using Grit Services Product, the Customer understand that the Transaction shall be completed only upon receipt of the Transaction Amount in the Nodal Account from the Acquiring and/or Issuing Banks and reconciliation of the same by the Acquiring and/or Issuing Banks, Grit and the Nodal Bank (“Grit Completion of Transaction”).
The transmission of the Settlement Amount to the Vendor Bank/Utility Service provider bank Account shall be subject to reconciliation of the Customer Charge by the Acquiring and/or Issuing Banks, Grit and the Nodal Bank after actual receipt of Transaction Amount in the Nodal Account. The Customer shall be solely responsible for all payments with respect to refunds and Chargebacks and Grit shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds or Chargebacks. The Customer agrees to indemnify Grit 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 Grit Site or through other mediums.
Notwithstanding anything contained herein, the Customer hereby fully confirms and agrees that Grit, Acquiring and/or Issuing Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or 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 Grit and/or the Acquiring and/or Issuing 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 Grit, Acquiring and/or Issuing Bank, Grit and/or the Acquiring and/or Issuing Bank reserve the right to reverse the credit given to the Customer or Vendor or Vendors Bank Account or set-off the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to the Vendor or Vendors or Customer or utility service provider. Grit and/or Acquiring and/or Issuing Banks may also deduct the payment amount due from future Settlement Amounts payable to the Vendor or Vendors or Customer with respect to subsequent Transactions and/or ask to pay before any future transaction processing. All Settlement Amount due to the Vendor(s), Customer or utility service provider may be suspended or delayed till such time as Grit, the Acquiring and/or Issuing Banks and/or Nodal Bank deems fit, if (a) the Customer or a third party commits any fraud or violates any law or legal requirement; (b) Grit and/or the Acquiring and/or Issuing Banks have reasons to believe that a fraud has been committed by the Customers, (c) the Customer has excessive pending Chargebacks or poses high Chargeback and/or refund Risk; or (d) for any other reasonable reasons. Grit reserves the right to reject or de-board any Vendor/service provider found violating Acquiring/Issuing bank norms & guidelines and/or for OFAC/Sanctions/AML purposes.
6.b. AUTHORIZATION AND AUTHENTICATION OF TRANSACTION
i. The Grit, Acquiring and/or Issuing Banks and/or Card Association has the right to 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. Grit and/or the Acquiring and/or Issuing Banks 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, unusual monetary value of Transaction, etc. Further, Grit 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. TRADE MARK, LICENSE AND USE THEREOF
Trade Mark and Use thereof: “Grit” and “Gritfirst” is an exclusive trademark of Grit and use of the same would require prior written permission of Grit. The software and system developed by Grit solely belong to Grit and accepting these Terms and Conditions do not purport to be a license from Grit to Customer about the trademark or system of Grit in any manner whatsoever.
8. RIGHT/TITLE/INTEREST & OWNERSHIP
Grit reserves and retains all of its right, title, and interest in and to the services connected to the Grit Site, and all its copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), trade secrets, know-how, expertise, and all other similar proprietary rights associated therewith (“Property Rights'') and/or which are developed in connection with the Grit Services and Grit Site, or already developed. Grit does not convey any proprietary rights or other interest therein to Customer. Customer has a non-exclusive, revocable and a limited access to use Grit Site but cannot reproduce, communicate, modify or reverse engineer the Grit Site, Customer must not copy or allow any third party an access to the Grit Site without prior written consent from Grit. Customer understands that Grit is in no way transferring or assigning its proprietary rights on Grit Site or any of its other products and services to the Customer or any other party as they shall remain the exclusive property of the Grit. Upon termination of Customer’s engagement with Grit for whatever reasons, the Customer will deliver and return to Grit all documents, samples, and other materials which may have been provided by Grit in connection with the Grit Site or the Services.
Customer acknowledges and agrees that in the course of providing the Services, Grit will capture certain transaction specific and user specific information (collectively, the “Customer Data’”). Customer agrees to provide to Grit, and Grit shall capture the Customer Data that is required by the Grit Site and is necessary for Grit to provide the Services herein. Grit shall not disclose Customer Data to third parties without prior permission from the Customer, except that Grit shall have the rights: i. to use the Data as necessary to perform the Services contemplated herein (including distributing the Data to third parties providing services to Grit); ii. to maintain the Data as long as necessary or as required by law; iii. to provide the Data as required by law or court order, and iv. to use the data for carrying out analysis that will help improve the Services
10. LIMITATION OF LIABILITY
Notwithstanding anything stated herein, the aggregate liability of Grit to the Customer from any cause whatsoever shall not in any event exceed the sum equivalent to the preceding one month’s aggregate TDR margin earned by Grit from the date of occurrence of such liability. Provided that Grit shall not be liable to the Customer for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if the Customer shall have been advised in advance of the possibility of such loss, cost or damages. In no event shall the Nodal Bank or the Acquiring and/or Issuing Bank be liable to the Customer in any way. In no event will Grit be liable for any loss of profits, revenues, business opportunities, exemplary, punitive, special, incidental, and indirect or consequential damages. Grit will not be liable for any loss, expenses or damage whatsoever caused by:
a. Failure for whatever reason of a card or any Equipment or the system to function properly or at all; or
b. Unauthorized acquisition of information by any person through Customer or other interception of communication on the system.
c. Grit will not entertain any requests of Chargeback from the Customer or Issuing Institution,
d. Any trade related dispute between Customer or Customer’s Vendors or Customers service provider will be settled outside the purview of these terms.
e. Grit is only providing a platform for payment facilitation.
However, notwithstanding anything herein, the Customer acknowledges that Grit Site, Grit Services and the Acquiring and/or Issuing Bank’s Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro and Grit and the Acquiring and/or Issuing Banks disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose. The Customer also acknowledges that the arrangement between one or more Acquiring and/or Issuing Banks and Grit may terminate at any time and services of such Acquiring and/or Issuing Banks may be withdrawn. Although Grit adopts security measures, it considers appropriate for the offer of the Grit Service, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to the Grit Service or the Customer data. Grit shall not be responsible or liable if any unauthorized person hacks into or gains access to the Grit Service or to the Customer’s Grit Account. In event of incorrect settlement in the Customer’s Account due to error on the part of Grit or the Bank, Grit shall have the right to reverse the extra funds from the Customer/Vendor Bank Account. In addition, the Customer and/or its Vendor/Vendors shall be fully liable to return the extra funds settled within 7 (seven) days of intimation by Grit. Subject to the other terms, in the event that the Settlement Amounts to be transferred to the Vendor have not been transferred, Grit shall endeavor to settle the relevant Settlement Amount to the Vendor’s account within 7 (seven) days of notification from the Customer. In addition,n Grit shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Systems, Grit Services and/or the Payment Mechanism, interruption or stoppage of Grit Site, hacking or unauthorized access to the Grit Services, Software Application and Internet Payment Gateway, non-availability of connectivity between the Customer Systems and Grit Site, etc. Any material/information downloaded or otherwise obtained through the use of the Grit Services is done at the Customer’s and its Vendors’ own discretion and risk and the Customer and its Vendors’ will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the Customer from Grit or through or from the use of Grit Services shall create any warranty. Grit shall have no liability in this respect.
i. Grit's sole obligation and the Customer’s sole and exclusive remedy in the event of interruption in Grit Site, or loss of use and/or access to Grit Site, if any, will be to use all reasonable endeavors to repair and restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
ii. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, Grit MAKES NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR SOFTWARE, AND ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF CUSTOMER’S ABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED BY Grit.
i. Customer shall indemnify and keep indemnified the Company, and its directors, affiliates, employees, and agents against any loss or costs, charges and expenses required to be incurred or suffered by the Company (including attorneys’ and expert witnesses’ costs and fees) arising out of any obligation of the Customer due to any act or omission or breach which is attributable to Customer.
ii. The Customer hereby undertakes and agrees to indemnify, defend and hold harmless Grit for violations of Anti Money Laundering regulations.
iii. The Customer hereby undertakes and agrees to indemnify, defend and hold harmless Grit and/or the Acquiring and/or Issuing Banks including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
a. breach or non-performance by the Customer of any of its undertakings, warranties, covenants, declarations or obligations under these Terms and Conditions;
b. breach of confidentiality and intellectual property rights obligations by the Customer;
c. any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Customer, its employees, contractors, agents;
d. any hacking or lapse in security of the Customer Systems or the Customer data;
e. Chargebacks or refunds relating to the Transactions contemplated under these Terms and Conditions;
f. breach of law, rules regulations, legal requirements (including RBI regulations, Card Association Rules, Acquiring and/or Issuing Bank rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Institution is incorporated/registered/established; or
g. any fines, penalties or interest imposed directly or indirectly on Grit on account of Customer’s or Transactions conducted through Customer under these Terms and Conditions.
13. CONFIDENTIAL INFORMATION
i. The Customer will, at all times, maintain confidentiality regarding any business, technical or financial information that is, at the time of disclosure, designated in writing as confidential, exercising reasonable business judgment, to be confidential. The Customer agrees to protect the proprietary information with the same standard of care and procedures used by themselves to protect their own proprietary information of similar importance but at all times using at least a reasonable degree of care.
ii. The Customer shall not be liable for disclosure or use of any Confidential Information if the same:
a. Was at the time received or which thereafter becomes, through no act or failure on the part of the Customer, generally known or available to the public;
b. Is known to the Customer at the time of receiving such information as evidenced by documentation then rightfully in the possession of the Customer and to which no confidentiality exists;
c. Is furnished to others by the Customer without restriction of disclosure;
d. Is thereafter rightfully furnished to the Customer by a third party without restriction by that third party on disclosure; or has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that Grit shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
14. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
The provisions of these Terms and Conditions shall be governed by and construed in accordance with Indian law.
Any dispute, controversy or claims arising out of or relating to these Terms and Conditions or the breach, termination or invalidity thereof, shall be settled by arbitration at Mumbai, in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of a Sole Arbitrator to be appointed by Grit.