Partner Program Terms & Conditions

Partner Program Terms of Use:

THIS ONLINE AGREEMENT effective as soon as the partner agrees to the terms and conditions. It is between PayKun Payment Solutions AND The Individual/ Company registered for the partnership program through the PayKun sign up process (“Partner”). “First Party” or “PayKun” and “Second Party” or "Partner” are hereinafter individually and collectively referred to as “Party” and “Parties” respectively, as the context may require. The Agreement shall be valid, legal and binding on the Parties until terminated in accordance with terms of this Agreement.

• PayKun is the owner and developer of the software that enables merchants or businesses to accept online payments in various ways and through credit cards, debit cards, bank accounts, online wallets, Unified Payment Interface (UPI), etc. (“PayKun Services”) for the products or services they sell approved by PayKun. PayKun provides payment platforms and payment aggregation services.
• The Second Party has agreed to introduce PayKun, Merchants (defined hereinafter) who are procuring the Partner’s services and in connection with the Merchant’s business require PayKun Services.
• PayKun agrees to provide PayKun Services to the Merchants and to that end the Second Party has agreed to partner with PayKun by marketing, assisting in signing up, and integrating Merchants with PayKun Services.

The Parties hereby AGREE as follows:

1. DEFINITIONS

Unless an alternative context is provided or required, the following words and expressions used in this Agreement shall have the meaning as below:

• “Agreement” means this agreement, including the recitals, schedules, appendices, annexures and exhibits and any amendments thereto from time to time.
• “Business or Working Day” means a day (other than Sunday, national holidays and bank holidays
• “Confidential Information” shall mean all and any information:
• which either Party may have or have acquired before or after the date of this Agreement in relation to the Services and processes of either Party, any other related information, trade secrets and all other information designated as confidential by the Party from time to time;
• which either Party may have acquired before or after the date of this Agreement in relation to the customers, business, operations, financial conditions, assets or affairs of the other Party resulting from: negotiating this Agreement; or exercising its rights or performing its obligations under this Agreement; or which relates to the contents of this Agreement (or any agreement or arrangement entered into pursuant to this Agreement).
• “Person” means any individual, firm, company, governmental authority, joint venture, partnership, association or other entity (whether or not having separate legal personality).
• “Merchants” shall mean any person or entity introduced or referred to PayKun by the Second Party and such persons or entities who enter into agreements with PayKun for availing of PayKun Services.
• “Customers” shall mean any person or entity who are availing services or products of the Merchant using PayKun Services.
• “Onboarding” or “Integration” is the process that is required to be completed to enable a Merchant to be registered on PayKun’s platform pursuant to which the Merchant would be able to avail of PayKun Services.
• “PayKun Fees” means the minimum rates chargeable by PayKun as consideration for PayKun Services.
• “Transaction” shall mean a financial transaction conducted by the Customer through PayKun Services.

2. SCOPE OF THE COLLABORATION

• The Second Party shall register through PayKun’s and obtain the unique merchant identification (“MID”) issued upon registration.
• Onboarding: The delivery of required KYC documents is a prerequisite for Merchant Onboarding and that PayKun is entitled to refuse Merchant Onboarding if the KYC documents are not as per requirements. A verification process will be done and if it is not successful then the account can be disapproved. Also, the Partner shall communicate the Transaction Fees offered to and as agreed between the Partner and the Merchant.
• Partner shall let the merchants know the requirement of the signing an agreement with PayKun (“Merchant Agreement”) governing the terms and conditions between the Merchants and PayKun in relation to provision and use of the PayKun Services as also the Transaction Fees. PayKun reserves rights to disapprove, put on hold or suspend PayKun Services if a Merchant Account does not agree or break the PayKun Agreement terms and conditions. The Partner shall mean ‘no-objection’ by agreeing to PayKun agreement terms.

3. PARTNER SERVICES

• The Partner would refer suitable merchants to PayKun from time to time and shall create and establish a suitable partner program containing the service offerings of PayKun and make the program available to its customers, merchants, etc. in order to facilitate them the PayKun products and services.
• The Partner shall not engage in any activity or perform any act which may harm the PayKun or cause the Partner’s customers, merchants, etc. not to consider PayKun’s products and services

4. PayKun FEES

• PayKun shall deduct the PayKun charges for Transaction Fee from the Customer Payment Amount from each Transaction.
• Partner shall be paid by PayKun a commission or fee (“Service Fees”) as specified in Part A of Annexure I.
• Settlement to the Partner shall be done by PayKun on monthly basis
• The Partner’s entitlement to fee in addition to the Service Fees, is shared in the Annexure

5. CONFIDENTIALITY

5.1 Confidentiality Obligation

• Both Parties shall keep confidential (and ensure that its officers, employees, agents, affiliates and professional and other advisers keep confidential) any Confidential Information. Both Parties shall not, and shall procure that none of their directors, officers, employees, agents, affiliates or professional advisers shall use Confidential Information for any purpose other than for the provision of Services and for performance under this Agreement.

5.2 Exceptions from Confidentiality Obligations:

The obligation of confidentiality under this Clause does not apply to:

• information which is independently developed by a Party or acquired from a third party to the extent that it is acquired otherwise than as a result of a breach of this Clause and with the right to disclose the same;
• the disclosure of information to the extent required to be disclosed by any applicable law, any governmental authority to whose rules, orders or decrees a Party is subject, any stock exchange rule or regulation or any binding judgment, order, rule or requirement of any court, arbitral tribunal or other competent authority;
• the disclosure (subject to Clause 6.3) in confidence to the Party’s officers, employees or agents of information required to be disclosed for a purpose incidental to the Agreement;
• Information which comes within the public domain (otherwise than as a result of a breach of this Clause 6).

5.3 Employees, Agents and Advisers or any other persons:

• Both Parties shall inform any officer, employee or agent or any professional or other adviser advising it in relation to the matters referred to in the Agreement, or to whom it provides Confidential Information, that such information is confidential and shall instruct them to keep it confidential; and not to disclose it to any third party (other than those persons to whom it has already been disclosed in accordance with the terms of the Agreement).
• Any breach of this Clause by any person to whom such Information was disclosed will be considered as breach of this Clause by the Party which disclosed the Confidential Information to the concerned person.

5.4 Return of Confidential Information

• If the Agreement terminates, the disclosing Party may by notice require the recipient Party to promptly return all Confidential Information.
• return all documents containing Confidential Information which have been provided by or on behalf of the Party demanding the return of Confidential Information; and
• destroy any copies of such documents and any document containing or made from or with reference to the Confidential Information and take all reasonable steps to expunge all Confidential Information from any computer, word processor or other device containing Confidential Information.

5.5 DATA, SYSTEM SECURITY AND COMPLIANCES

• Security: Both Parties shall ensure that there are proper encryption and security measures at their respective websites to prevent any hacking into information pertaining to transactions contemplated under this Agreement.
• Security Requirements: In availing the Services, the Parties declare, assure and undertake to abide by the relevant security standards/ regulations/ requirements/guidelines which would be applicable to the conduct of the transactions contemplated under this Agreement, including, without limitation, (a) regulatory provisions as may be applicable from time to time, (b) security measures and resultant hardware/ software upgrade required for the purpose of ensuring security of Transactions in the course of performance of this Agreement (c) maintenance, protection and confidentiality of transaction data as may be imposed by any regulatory or standards authority including pursuant to PCI DSS, as applicable, and any modifications to or replacements of such programs that may occur from time to time.

6. TERMINATION

• Either Party (“Terminating Party”) may terminate this Agreement on the occurrence of any of the following events:
• Immediately, if the non-Terminating Party is declared insolvent or bankrupt or is unable to pay its debts or makes a composition with its creditors;
• Immediately, if the non-Terminating Party is dissolved or wound up compulsorily or if an order made or an effective resolution is passed for the winding up of the such non-Terminating Party;
• In case of any material breach of this Agreement by the non-Terminating Party, after giving one month’s prior written notice to the non-Terminating Party to rectify such breach and the non-Terminating Party is unable to rectify such breach within such time.
• Either Party may terminate this Agreement for convenience at any time with one month’s prior written notice.

7. LIMITATION OF LIABILITY

In no event shall either Party be liable to the other Party for any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Services contemplated in this Agreement.

NOTICES AND CONTRACT REPRESENTATIVES:

Any notice provided for in this Agreement shall be in writing and shall be (i) first transmitted by electronic transmission, and then confirmed by postage, prepaid registered post with acknowledgement due or by recognized courier service; or (ii) sent by postage, prepaid registered post with acknowledgement due or by recognized courier service, to the relevant party at its address set out below:

In the case of notices to the First Party:

Addressed to:

PayKun Payment Solutions Private Limited.

1A, First Floor, Leela Shanti Commercial Tower

Nr Hotel Sarovar Portico,

Victoria Park Rd, Bhavnagar-364002, Gujarat, India

In the case of notices to the Second Party: Addressed to:

As per provided in the Registration form by the partner All notices shall be deemed to have been validly given on (i) the business day immediately after the date of transmission with confirmed answer back, if transmitted by facsimile; or (ii) in case sub-clause (i) does not apply, the expiry of 7 (seven) business days after posting, if sent by post. Either Party may, from time to time, change its address or representative for receipt of notices provided for in this Agreement by giving to the other Parties not less than 10 (ten) days’ prior written notice.

8. FORCE MAJEURE

In the event either Party (the “Prevented Party”) is prevented from performing its obligations under this Agreement by force majeure, such as earthquake, typhoon, flood, public commotion, torrential rains, heavy winds, storms or other acts of nature, fire, terrorist acts, threatened terrorists acts, explosion, acts of civil or military authority including the inability to obtain any required approvals or permits, strikes, riots, war, plagues, other epidemics, or other unforeseen events beyond the Prevented Party’s reasonable control (an “Event of Force Majeure”), the Prevented Party shall notify the other party without delay and within fifteen (15) days thereafter shall provide detailed information concerning such event and documents evidencing such event, explaining the reasons for its inability to execute, or for its delay in the execution of, all or part of its obligations under this Agreement.

If an Event of Force Majeure occurs, neither Party shall be responsible for any damage, increased costs or loss which the other Party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of this Agreement. The Prevented Party shall take reasonable means to minimize or remove the effects of an Event of Force Majeure and, within the shortest reasonable time, attempt to resume performance of the obligations delayed or prevented by the Event of Force Majeure.

9. DISPUTE RESOLUTION

All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity or termination, which cannot be amicably resolved by the Parties within 15 days of being brought to their attention, shall be settled by arbitration governed by the provisions of Arbitration and Conciliation Act, 1996. The venue/seat of Arbitration shall be Bhavnagar and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect.

10. GOVERNING LAW AND JURISDICTION

This Agreement, the construction and enforcement of its terms and the interpretation of the rights and duties of the Parties hereto shall be governed by the laws of India and shall be subject to the jurisdiction of courts in Bhavnagar. This Agreement is executed in English language which shall prevail over any translation thereof.

11. NON-COMPETE & NON SOLICITATION

During the Term and for a period of sixty (60) months from the completion of the Term or earlier termination of the Agreement, the Second Party shall not directly or indirectly solicit, entice away or engage for itself or any third party any employees, agents, customers, merchants, vendors or consultants of PayKun.

12. COMPLIANCE WITH LAWS

Each Party hereto agrees that it shall comply with all applicable laws in performing its obligations hereunder. If at any time during the Term of this Agreement, a Party is informed or information comes to its attention that it is or may be in violation of any applicable law (including any ordinance, regulation, code order, decree, judgment of any court, tribunal or other authority having competent jurisdiction), that Party shall immediately take all appropriate steps to remedy such violation and comply with such law, regulation, ordinance, code order, decree, judgment in all respects. Further, each Party shall establish and maintain all proper records (including, but without limitation, accounting records) required by any law, code of practice or corporate policy applicable to it from time to time.

13. SUCCESSORS

This Agreement binds the successors and assigns of the respective Parties with respect to all covenants herein, and cannot be changed except by written agreement signed by both Parties.

14. SEVERABILITY

In the event any one or more of the provisions of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unaffected, and the invalid, illegal or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s), which being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision(s).

15. HEADINGS

The headings in this Agreement are for purposes of reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

16. COUNTERPARTS

This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one and the same instrument.

17. MODIFICATION, AMENDMENT, SUPPLEMENT OR WAIVER

No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties hereto unless made in writing and duly signed by the Parties or Party against whom enforcement thereof is sought.

A failure or delay of any Party to this Agreement to enforce at any time any of the provisions of this Agreement or to exercise any option which is herein provided, or to require at any time performance of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions of this Agreement.

18. ENTIRETY OF AGREEMENT

This Agreement together with all Recitals, Appendices, Exhibits, Schedules, Attachments and Addenda (as applicable) attached hereto constitute the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

As this is an electronic agreement, no signatures are required. Accepting the terms and conditions would be considered binding.

ANNEXURE I

• Part A

(Clause 1(h))

PayKun FEES (exclusive of Taxes)

PayKun will charge fixed commission on transactions to merchants via partners, represented herein as “PayKun Fees” for different modes of payments such as Credit Cards, Debit Cards, Net Banking, Online Wallets and UPI. PayKun Fees can be revised from time to time and PayKun reserves the rights to revise the PayKun fees and Partner Commission.

Particulars	Charges in INR
Domestic Credit Cards	2.00%
Debit Cards	1.75%
Net Banking	1.75%
Online Wallets	1.75% (Paytm 2.00%)
UPI	1.75%
International Card	3.00%
PayKun 2.0 Product / Services	1.00% Additional

applicable goods and service tax and any other taxes extra as per government of India regulations

• Part B
Integration Fee:

There is no integration fee for merchants that are onboarded through partners on the default Partner Pricing.

Annual Maintenance Fee:

There is no Maintenance fee for merchants that are onboarded through partners on the default Partner Pricing.

Partner Commission:

0.15% on the transaction by the Merchant (transacting directly and not via any other Partner platform ) will be paid out as commission to the Partner.