PRIORITY SETTLEMENT TERMS AND CONDITIONS

These Priority Settlement Terms and Conditions, as amended, modified, updated or restated from time to time govern the availment by the Merchant of any Priority Settlement Option(s) made available by PayU. These Priority Settlement Terms and Conditions may be amended, modified, updated or restated from time to time by PayU and the same shall be applicable on the Merchant immediately upon such amendment, modification, updation or restatement. The Merchant shall be responsible for periodically referring to these Priority Settlement Terms and Conditions as amended, modified, updated or restated from time to time in order that the Merchant is informed about the same.

1.DEFINITIONS

For the purposes of these Priority Settlement Terms and Conditions, unless the context requires otherwise, the following terms when capitalized shall have the meanings ascribed to such terms below. Any other capitalized terms that are used in these Priority Settlement Terms and Conditions but are not defined shall have the meanings ascribed to them under the Service Agreement and the Priority Settlement Service Addendum, as the case may be:

  1. "Business Day" shall mean any day on which Acquiring Banks are open for business in India, other than Saturday, Sunday and any days as declared by PayU and/or Acquiring Banks as being a holiday;
  2. "Calendar Day" shall mean every day shown on the Gregorian calendar including Saturdays, Sundays and any days declared by PayU and/or Acquiring Banks as a holiday;
  3. "Merchant Site" shall have the meaning as ascribed to it in the Service Agreement;
  4. "On-Demand Priority Settlement Option" shall mean the on-demand priority settlement cycle opted for by the Merchant in relation to some or all Qualified Transactions carried out on any Calendar Day as specifically described in the Priority Settlement Service Addendum and as permitted by PayU from time to time, subject to the payment of the additional Priority Settlement Service Fee;
  5. "Priority Settlement Amount(s)" shall mean the amount representing the Customer Charge minus the TDR/Service Fee and the Priority Settlement Service Fee, to be settled by PayU to the Merchant into the Merchant Bank Account in relation to a Qualified Transaction;
  6. "Priority Settlement Option(s)" shall mean option(s) for various priority settlement cycles that may be opted for by the Merchant in relation to Qualified Transactions including: (a) the Standard Priority Settlement Option; (b) the Seven (7) Day Priority Settlement Option; and (c) the On-Demand Priority Settlement Option;
  7. "Priority Settlement Services" shall mean the value-added services made available by PayU, enabling the Merchant to receive the Priority Settlement Amount in accordance with the Priority Settlement Option(s) availed by the Merchant in relation to Qualified Transactions, subject to the terms and conditions of the Priority Settlement Service Addendum;
  8. "Qualified Period" shall mean the period of 1:00 AM to 9:00 PM on any Calendar Day in relation to Transaction(s) carried out on Merchant Site using PayU Services;
  9. "Qualified Transactions" shall mean Transaction(s) carried out on Merchant Site using PayU Services during the Qualified Period and for which Success Confirmation has been received by PayU;
  10. "Seven (7) Day Priority Settlement Option" shall mean the priority settlement cycle or cycles opted for by the Merchant in relation to some or all Qualified Transactions carried out on any Calendar Day as specifically described in the Priority Settlement Service Addendum and as permitted by PayU from time to time, subject to the payment of the additional Priority Settlement Service Fee;
  11. "Standard Priority Settlement Option" shall mean the priority settlement cycle or cycles opted for by the Merchant in relation to some or all Qualified Transactions carried out only on a Business Day as specifically described in the Priority Settlement Service Addendum and as permitted by PayU from time to time, subject to the payment of the additional Priority Settlement Service Fee;
  12. "Success Confirmation" shall mean a success confirmation received by PayU in relation to valid Transaction(s) carried out on the Merchant Site using PayU Services and for which citing of relevant funds/Customer Charge has been confirmed by various acquiring/issuing channels to PayU to its satisfaction; and
  13. "Transaction(s)" shall have the meaning as ascribed to it in the Service Agreement.
2. TERMS AND CONDITIONS

By availing the Priority Settlement Services, the Merchant irrevocably and unconditionally confirms and agrees as follows:

  1. The Priority Settlement Services made available by PayU in terms of the Priority Settlement Service Addendum are in the nature of value-added services to the Merchant being provided by PayU subject to the terms and conditions of the Priority Settlement Service Addendum of which these Priority Settlement Service Terms and Conditions are a part. The Priority Settlement Service Addendum when read together with the Service Agreement shall constitute the entire agreement between PayU and the Merchant with respect to PayU Services and the Priority Settlement Services. Except to the extent as amended by the Priority Settlement Service Addendum, all other terms and conditions of the Service Agreement shall remain unchanged;
  2. The Priority Settlement Services shall be subject to availability of PayU's own funds in its nodal or escrow account as the case may be ("PayU's Pooling Account") and PayU shall have no liability whatsoever towards the Merchant to settle any Priority Settlement Amounts in accordance with any Priority Settlement Option(s) opted for by the Merchant. In such cases, settlement of Transactions will be effected by PayU in accordance with the timelines agreed between the Merchant and PayU pursuant to the Service Agreement and only the Service Fee shall be payable by the Merchant with respect to Transactions;
  3. The Priority Settlement Services shall be made available by PayU in its sole and absolute discretion and: (a) only in relation to Qualified Transactions carried out on the Merchant Site using PayU Services; and (b) only in relation to such Qualified Transactions where Success Confirmations have been received by PayU;
  4. While providing Priority Settlement Services, PayU shall only be responsible for issuing necessary instructions for settlement of the Priority Settlement Amount in relation to a Qualified Transaction for which Success Confirmation has been received by PayU. PayU shall not be responsible for the credit of any Priority Settlement Amount(s) in the Merchant Bank Account or any defaults in PayU's performance for any reasons that are outside PayU's control or not attributable directly to PayU including, without limitation, downtime or non-availability of services or error or fault of any of the banking partners of PayU (including Acquiring Banks, nodal or escrow bank or bank with which the Merchant holds the Merchant Bank Account). Whilst PayU will make all reasonable efforts to provide uninterrupted Priority Settlement Services to the Merchant, PayU does not warrant that the Priority Settlement Service will be uninterrupted or error free;
  5. Notwithstanding anything contained in the Priority Settlement Service Addendum or the Service Agreement, PayU may, in its sole discretion, immediately suspend or discontinue without any notice or choose to terminate the Priority Settlement Service without any liability to the Merchant if any of the following circumstances arise:
    1. PayU does not have sufficient funds of its own in PayU's Pooling Account for effecting the Priority Settlement Services;
    2. non-receipt of Customer Charge from acquiring/issuing channels in relation to any or all of the Qualified Transactions of the Merchant for which Priority Settlement Amount(s) have previously been settled by PayU;
    3. the Merchant's volume of Transactions using PayU Services drop below any thresholds specified by PayU;
    4. at any time, the Merchant's sales to refund ratio or sales to fraud ratio or customer complaints or chargebacks or any non-delivery risks attributable to the Merchant is or are found by PayU to be beyond the risk parameters acceptable to PayU;
    5. any objections are raised by the nodal/escrow bank regarding Priority Settlement Services or any applicable laws or regulations restrict or prohibit the scope of the Priority Settlement Services; or
    6. PayU for any other reason determines that the Priority Settlement Services to the Merchant should be discontinued;
  6. PayU shall have the right, at any time in its sole discretion, to impose limits on the total number of Qualified Transactions or Priority Settlement Amount(s) under the Priority Settlement Service;
  7. Priority Settlement Options are available only in relation to Qualified Transactions and any Transactions carried out on the Merchant Site after the Qualified Period shall be considered for settlement by PayU: (a) on the next Business Day where the Merchant is availing the Standard Priority Settlement Option; and (b) on the next Calendar Day if the Merchant is availing Seven (7) Day Priority Settlement Option or the On-Demand Settlement Option;
  8. In relation to such Qualified Transaction(s) for which Priority Settlement Amounts are settled by PayU to the Merchant into the Merchant's Bank Account, PayU is hereby authorised to retain the Customer Charge in relation to such Qualified Transaction(s) as received by PayU in PayU's Pooling Account and set-off or otherwise deal with such amounts/Customer Charge in any manner as PayU deems fit (including, without limitation, transferring the same to any other account or accounts maintained by PayU), and this authorization shall remain valid and continuing till such time any and/or all the Outstanding Amounts from the Merchant are received in full by PayU to its satisfaction;
  9. The Merchant shall at all times be solely liable for: (a) all Chargebacks, refunds, disputes, penalties, losses, damages or costs incurred or suffered by PayU; and (b) all claims and proceedings arising against PayU with respect to Qualified Transactions for which Priority Settlement Amount(s) are settled by PayU, and the above shall constitute part of the Outstanding Amounts within the meaning of the Service Agreement;
  10. In relation to the Qualified Transactions, PayU is hereby authorised to deduct the TDR/Service Fee together with the Priority Settlement Service Fee from the Customer Charge on net basis and carry out settlement of the remaining amounts as Priority Settlement Amount(s) into the Merchant Bank Account;
  11. Where the Merchant has been permitted by PayU to avail PayU Services on a gross settlement basis, the Priority Settlement Service Fee shall be charged, invoiced and recovered in the manner and within the timelines as agreed in the Service Agreement. In case of any standing instructions or e-NACH provided by the Merchant in relation to recovery of the TDR/Service Fee in terms of the Service Agreement shall also be, mutatis mutandis, applicable to the recovery of the Priority Settlement Service Fees. Any TDR/Service Fee and/or the Priority Settlement Service Fee which remains due and payable in terms of the Service Agreement and/or in terms of the Priority Settlement Service Addendum, shall form part of the Outstanding Amounts and PayU shall have the right to recover the same from any funds of the Merchant as available with PayU and/or from any Settlement Amounts and/or future settlements of the Merchant.
  12. PayU is hereby authorised to set off the Outstanding Amounts from any funds of the Merchant as available with PayU including, without limitation, from the Customer Charge received by PayU in PayU's Pooling Account and/or future settlements of the Merchant in relation to the Transactions occurring on any Merchant MID(s), and this authorization shall remain valid and continuing till such time any and/or all the Outstanding Amounts from the Merchant are received by PayU in full by PayU to its satisfaction;
  13. Where the Merchant opts for the On-Demand Priority Settlement Option, the Merchant will be required issue necessary instructions to PayU for such Qualified Transactions for which the Merchant wishes to avail the On-Demand Priority Settlement Option and in such manner as may be specified by PayU. Where any such instructions are received by PayU in relation to Qualified Transactions during the Qualified Period, instructions will be issued by PayU for the settlement of Priority Settlement Amount(s) after 30 (thirty) minutes from the time of the successful instructions. Where any such instructions are received by PayU in relation to Qualified Transactions after the Qualified Period, instructions will be issued by PayU for the settlement of Priority Settlement Amount(s) on the next Calendar Day;
  14. In an event where Customer Charge in relation to Qualified Transactions of the Merchant is not received by the acquiring/issuing channels and where such amounts exceed 0.5% of the total Qualified Transactions for which any of the Priority Settlement Options have been opted for by the Merchant, the same shall qualify as a trigger for immediate suspension of PayU Services and the Priority Settlement Services by PayU; and
  15. Without prejudice to any of its rights or remedies as described the Service Agreement or the Priority Settlement Service Addendum, PayU shall have the right to raise demands for any Outstanding Amounts which shall be paid by the Merchant immediately without any delay or demur or protest.
3. PRIORITY SETTLEMENT OPTION(S)

  1. PayU may in its sole discretion, permit the Merchant to choose the Priority Settlement Option(s) or the settlement cycles, or request any modifications of the same, through such means as may be specified by PayU, subject to confirmation and approval by PayU.
  2. The activation of any of the Priority Settlement Option(s) or settlement cycles or any request for any modifications in the same shall be made effective by PayU within 3 (three) Business Days from the date of request.
4. MISCELLANEOUS
  1. The Merchant confirms and agrees that the Priority Settlement Service Fee is exclusive of all applicable taxes (direct and indirect) and that the Merchant will bear and be liable for the payment of all direct and indirect taxes including, without limitation, any GST;
  2. The Priority Settlement Service Fee may be revised by PayU at any time and will be made effective by sending a written notification to the Merchant. In case any such revisions in the Priority Settlement Service Fee is not acceptable to the Merchant, the Merchant hereby undertakes and agrees to immediately stop availing of the Priority Settlement Services and may also terminate the Priority Settlement Service Addendum by providing a 3 Business Days' written notice to PayU. However, for all Qualified Transactions for which Priority Settlement Services have been availed by the Merchant until the termination of the Priority Settlement Services coming into effect, Priority Settlement Service Fee shall be chargeable by PayU on the basis of the revised Priority Settlement Service Fee.
  3. For Standard Priority Settlement Options and Seven (7) Day Priority Settlement Options, 'T' shall mean the date on which PayU receives Success Confirmation in relation to a Qualified Transaction.
  4. For On-Demand Priority Settlement Options, 'T' shall mean the date on which request for On-Demand Priority Settlement is received from the Merchant in relation to a Qualified Transaction.