TERMS & CONDITIONS

1. INTRODUCTION AND SCOPE OF THESE TERMS AND CONDITIONS

A. Mindsarray Network Private Limited (“Pay1”) is a technology-driven B2B2C platform operating through an established network of retailers and distributors across over 1,000 cities in India. The Company is focused on delivering financial and non-financial technology solutions to promote digital inclusion. Its business operations are structured under three distinct verticals: (i) Business Correspondent Services, (ii) Non-Business Correspondent Services, and (iii) Device Hub, which involves the trading of electronic products.

B. Pay1 enables registered shopkeepers and retail network partners (“Retailers/ Merchants”) to offer a wide spectrum of banking, digital, and government services to end customers through its proprietary web and mobile applications. The services are delivered in an assisted model, designed to generate last-mile business opportunities and foster financial empowerment, particularly in underserved and remote regions.

C. The Company’s service portfolio includes: i) Under the Business Correspondent vertical: domestic money transfer (DMT), Aadhaar Enabled Payment System (AePS), Micro ATM (M-ATM), and cash management services (CMS); ii)Under the Non-Business Correspondent vertical: mobile and DTH recharges, utility bill payments, network-based lending facilitation through NBFCs and MFIs, travel bookings, UPI and payment gateway services, Point of Sale (POS) solutions, and PAN services;iii) Under the Device Hub vertical: sale and distribution of refurbished and second-hand mobile phones, laptops, and other electronic goods. The Company’s corporate office is located at Office No. 226, Raheja’s Metroplex, IJIMIMA, Link Road, Malad (West), Mumbai – 400 064 (hereinafter referred to as the “Pay1/ Company”, which expression shall, unless repugnant to the context, include its successors and permitted assigns).

D. These Terms and Conditions govern the access and use of Pay1 Services by Merchants (as defined below), and the provisioning of such Services by Merchants to their end-customers (hereinafter referred to as “Customers”). The use of the Pay1 Platform is subject to these Terms and constitutes a binding agreement between the Merchant and Pay1.

E. These Terms, read together with the Privacy Policy, constitute a legally binding agreement between Mindsarray Network Private Limited (“Pay1”) and each individual or entity registered as a merchant/retailer on the Pay1 platform (hereinafter referred to as the “Merchant”). These Terms govern the Merchant’s right to access and use the web portal [www.pay1.in] and mobile application “Pay1 Merchant,” including associated services and devices such as Micro ATM, Money Transfer, and other functionalities (collectively referred to as the “Terminal”).

F. By logging in to the Terminal, accessing the Pay1 Platform, or initiating any Services, the Merchant acknowledges that it has read, understood, and agreed to be bound by these Terms. If the Merchant does not agree to these Terms, it shall immediately cease using the Platform and shall not provide or facilitate any Services thereunder.

G. The Merchant acknowledges that access and use of the Terminal is voluntary and undertaken at its own risk, and shall remain subject to compliance with all applicable laws, regulatory guidelines, and policies of Pay1 and any relevant Service Provider.

H. The Merchant further acknowledges that certain Services may require prior onboarding, approval, or verification by third-party Service Providers. In such cases, the Merchant shall not offer or facilitate such Services unless and until approval has been granted by the concerned Service Provider.

I. The expressions “to provide the Services” or “provisioning of the Services” under these Terms shall mean the onward sale, facilitation, delivery, and execution of Services by the Merchant to its Customers, using the Terminal.

J. Terms and conditions specific to each individual Service (such as money transfer, AEPS, bill payment, etc.) shall be deemed incorporated herein by reference and shall become binding on the Merchant upon activation or use of the respective Service.

2. DEFINITIONS

The words and expressions beginning with capital letters in these Terms shall, unless the context otherwise requires, have the meanings ascribed to them herein:

• a. Applicable Law: means any and all applicable laws, statutes, rules, regulations, directions, guidelines, ordinances, orders, policies, judgments, decrees, or other requirements or official directives of any Governmental, statutory and regulatory authorities, Bank, National Payments Corporation of India (NPCI), RBI, Unique Identification Authority of India (UIDAI), or courts of law.
• b. Bank: means the bank which has appointed PAY1 as a business correspondent, in terms of relevant RBI guidelines, to provide, inter alia, money transfer services.
• c. Customers: means the end-user or individual approaching the Retailer to avail services facilitated through the Pay1 Platform. The Customer is the customer of the Retailer and not a direct customer or contracting party of Pay1. The Retailer shall be solely responsible for all obligations, liabilities, and transactions related to such Customer.
• d. Retailer / Merchant: means an individual or entity registered with Pay1 and authorized to access the Terminal for the purpose of offering Pay1 Services to Customers. The Retailer acts as an independent service facilitator and not as an agent or employee of Pay1. All services are rendered by the Retailer directly to the Customer on a principal-to-principal basis.
• e. Merchant Point Location: means the shop or office premises owned or rented by the Business Associate, to be used for the purpose of rendering Services to the Customers.
• f. Privacy Policy: means the policy which is separately given on the Terminal.
• g. Services: means the suite of financial and non-financial services made available by Pay1 under its proprietary platform for onward provisioning, sale, distribution, and supply by the Merchant through the Terminal. These include, without limitation, domestic money transfer (DMT), Aadhaar Enabled Payment System (AEPS), Bharat Bill Payment Services (BBPS), mobile and DTH recharge services (excluding Dish TV, Sun Direct TV, and Tata Sky), PAN card processing, Micro ATM and card-based payment services, facilitation of online bookings for railway, bus, flight tickets, hotel accommodations, and such other services as may be introduced or enabled by Pay1 from time to time.
• h. Service Provider: means the entities engaged in the business of the provision of the Services in respect of which PAY1 has or may have agreements from time to time, authorizing PAY1 for onward provisioning, sale, distribution, and supply of such Services through the merchants.
• i. Software Program: refers to various Software Programs supplied by PAY1 that can be installed into Terminal equipment or computer enabling the dispensation of Services electronically.
• j. Transactions: mean the electronic transactions undertaken by you pertaining to onward provisioning, sale, distribution, and supply of Services to the Customers through the Terminal.
• k. UPI: means the Unified Payment Interface, which is a payment system that powers multiple bank accounts into a single payment network of participating banks permitting the merging of several banking features, seamless fund routing & merchant payments into one hood.
• l. Transaction Amount: means the amount payable by the Customer using the Valid Mode for the product/service offered by the Merchant inclusive of shipping charges and other taxes, duties, costs, charges, and expenses in respect of the product/service that are to be charged to the Cardholder's Valid Card.
• m. Payment Mode: means the various modes by which a payment can be made by a Customer to the Merchant through the MPOS/Android POS or equipment for the goods sold/services rendered by the Merchant, including (i) Card; (ii) any payment wallet issued by an RBI authorized Prepaid Payment Instrument license holder; (iii) any platform that allows payment by way of Unified Payments Interface; and (iv) and such other form of payment acceptance method as provided by Pay1 from time to time, including but not limited to payment processing services rendered by Non-Banking Financial Institutions.
• n. Product: means any product, goods, or services sold by the Merchant for retail sale, excluding any product, goods, or services that may be part of the ‘Banned product list’ shared in the T&Cs.
• o. Chargeback: means any claim, dispute, or reversal request initiated by a Customer or cardholder with the issuing bank or the relevant card network/scheme, challenging a previously authorized and settled transaction. A Chargeback may arise due to, inter alia, alleged fraud, unauthorized use, non-receipt of goods or services, service deficiency, or any other ground recognized under applicable card scheme rules or banking regulations, and may result in the reversal of the transaction amount to the Customer’s account.
• p. Intellectual Property Rights: include all copyrights, designs, inventions, patents, service marks, trademarks, or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data, and all other industrial or intellectual property rights, whether or not registered.
• q. Processing Mechanism: means the payment mechanism through the internet or such other mode of payment and delivery as may be notified by Pay1 from time to time, including but not limited to Immediate Payment Service (IMPS), National Electronic Funds Transfer (NEFT), Real Time Gross Settlement (RTGS), and/or UPI.
• r. Direct Debit Mandate: means the instruction or mandate set up through E-Mandate/E-NACH/NACH/cheque or any other instrument by whatever name called by the Merchant in favor of the account of Pay1 issued from the Merchant’s bank account from where the Acquirer Bank has issued the TID on the Merchant’s Device and as per frequency and amount as stated in the direct debit mandate form as provided by Pay1.
• s. Direct Debit Mandate Form: means the direct debit form issued and varied by Pay1 or our payment and collection agent, in our absolute discretion, from time to time setting out your consent to Direct debits, and those procedures and operating instructions you and Pay1 will follow in connection with debiting your account in accordance with these terms.
• t. "e-Balance" (also referred to as "Working Capital" or "Trade Balance") means the pre-funded electronic balance maintained by the Merchant in the system of Pay1 for the purpose of initiating, processing, and settling transactions facilitated through the Pay1 Platform. The e-Balance represents an advance amount funded by the Merchant with Pay1 through permitted banking channels and shall be used towards payment obligations arising from the availing of Services. The e-Balance shall be adjusted in real time against transaction values, charges, and applicable deductions, and replenishment of the same shall be the sole responsibility of the Merchant to ensure uninterrupted access to Services. The e-Balance does not constitute a deposit, savings, or interest-bearing account and shall not be construed as a wallet or regulated payment instrument under applicable law.
• u. "KYC" (Know Your Customer) means the process of verifying the identity, address, and other credentials of the Merchant and/or Customer in accordance with the applicable laws, rules, and regulations, including but not limited to the guidelines issued by the Reserve Bank of India (RBI), Unique Identification Authority of India (UIDAI), and such other regulatory or statutory authorities.
• v. "Settlement" means the transfer of funds representing the net transaction amount, after deduction of applicable charges, taxes, chargebacks, or other adjustments, from Pay1 (or its designated bank account) to the Merchant's e-Balance or designated bank account, as the case may be. Settlement may be subject to reconciliation, reporting, and timelines as defined under these Terms or as communicated by Pay1 from time to time. Settlement shall be deemed complete upon credit to the e-Balance or onward remittance to the Merchant, and no interest shall accrue on any unsettled or retained amounts.

3. YOUR OBLIGATIONS:

• a) You shall at all times comply with instructions, directions, guidelines, and policies issued by PAY1, from time to time relating to the performance of your obligations as a Merchant under these Terms. You shall also, at all times comply with the provisions of, and maintain and preserve all records, registers, books, papers, and information (which shall be available for inspection and audit along with a supply of extracts thereof, as and when required either by PAY1 or RBI or Bank or National Payment Corporation of India or Service Provider or other competent statutory authorities), as required under Applicable Laws, including but not limited to guidelines and standards under Bharat Bill Payment System issued by NPCI and RBI and relevant KYC/Anti-Money Laundering/Financial Terrorism related norms/rules/regulations/circulars as mandated by RBI, NPCI, and other relevant statutory authorities. In addition, you shall comply with the requests and directions of Banks/Service Providers, received in reference to your engagement with PAY1 as its Merchant. Further, you shall submit periodic reports, returns, statements, certificates, and such other documents as may be required by PAY1/RBI/Bank/ NPCI/ Service Provider and/or other competent statutory authorities from time to time or as provided under Applicable Laws.
• b) You expressly acknowledge and agree that: (i) you are a legal person; (ii) you are capable of entering and authorized to enter into a legally binding agreement; (iii) your employees, officers, representatives, and other agents accessing Pay1 are duly authorized to access the Pay1 Service and to legally bind you to these terms and all actions; (iv) all registration information you submit is accurate and truthful; (v) you will maintain the accuracy of such information; (vi) you are not barred or otherwise legally prohibited from accessing or using Pay1 's services under the laws of India; (vii) you are an entity duly constituted and validly existing under Indian law, (viii) expressly acknowledges and agrees that use of the Pay1 Services is permitted only for those who are physically located in India at the time of registration, linking to any offering forming part of the Pay1 Services and processing/undertaking a Transaction. To avail of the Pay1 Services, you should be a business entity holding an active Indian mobile number and bank account.
• c) The Merchant shall cooperate in good faith and rectify any deficiencies, lapses, or irregularities identified during any audit, inspection, review, or inquiry initiated by Pay1, Service Providers, or any competent authority, within such timelines as may be reasonably communicated.
• d) The Merchant shall be solely responsible for handling all customer-facing matters including queries, disputes, failed transactions, service grievances, and claims arising from services rendered. Pay1 shall not be liable for any direct or indirect loss, deficiency, or claim arising between the Merchant and its Customers.
• e) The Merchant shall not solicit or accept any gratification, bribe, commission, or unauthorized consideration in cash or kind, from any person in connection with Pay1 services. Any such instance shall be immediately reported to Pay1.
• f) The Merchant shall be solely liable for employment obligations towards its personnel, including but not limited to wages, statutory benefits, compliance with labour laws, and insurance. Pay1 shall bear no responsibility for the employment, conduct, or liabilities of the Merchant’s staff or representatives.
• g) The Merchant shall, at its sole cost and risk, maintain its business premises in an operational and professional condition, ensure sufficient staffing, and maintain proper accounts and infrastructure for offering the Services.
• h) The Merchant shall not use the Pay1 Platform to promote, facilitate, or engage in any illegal, unlawful, unethical, or prohibited activity. Any such action shall constitute a material breach of these Terms.
• i) The Merchant acknowledges that Pay1 shall have the right to conduct physical visits or verification checks at the Merchant Point Location, with or without notice, for the purposes of due diligence, operational review, compliance verification, or fraud detection.
• j) The Merchant shall ensure proper Customer onboarding wherever applicable and comply with all KYC and Customer Due Diligence requirements, including biometric authentication, document verification, in compliance with RBI/UIDAI norms and policies prescribed by Pay1. The Merchant shall affix “Original Seen and Verified” on physical KYC copies and store such documents securely or submit them to Pay1 as required.
• k) The Merchant shall adopt and implement risk control measures to prevent fraud, misuse, and operational lapses and shall fulfil its fiduciary duties by ensuring safe, timely, and accurate delivery of services to Customers.
• l) The Merchant shall immediately inform Pay1, in writing or by email, of any change in its contact details, ownership, mobile number, email ID, registered address, business name, or Merchant Point Location.
• m) The Merchant shall obtain and maintain all applicable licenses, certifications, and permits necessary to undertake services through the Pay1 Platform, including compliance with rules applicable to money transfer, PAN facilitation, AEPS, bill payments, card payments, and such other services as offered through the Platform.

4. EXCLUSIVITY

The Merchant shall not, during the term of this engagement, associate, contract, or deal with any third party offering services that are identical, similar, or competitive to those of Pay1. The Merchant Point Location shall be used exclusively for rendering Pay1 Services and shall not be simultaneously or subsequently used for similar offerings of any other entity. Breach of this clause shall constitute a material default, entitling Pay1 to suspend Services, withhold dues, and pursue legal remedies including damages.

5. ADVERTISING AND REPRESENTATION

The Merchant shall not, during the term of this engagement, associate, contract, or deal with any third party offering services that are identical, similar, or competitive to those of Pay1. The Merchant Point Location shall be used exclusively for rendering Pay1 Services and shall not be simultaneously or subsequently used for similar offerings of any other entity. Breach of this clause shall constitute a material default, entitling Pay1 to suspend Services, withhold dues, and pursue legal remedies including damages.

6. TECHNOLOGY OBLIGATIONS

The Merchant shall be solely responsible for maintaining the confidentiality and integrity of its login credentials, including user ID, password, OTP, biometric access, or any system-based authentication linked to the Pay1 Platform. Sharing, delegating, or permitting access to any third party whether sub-agent, employee, or associate is strictly prohibited. Any transaction executed through such unauthorised access shall be deemed to have been carried out by the Merchant, and the Merchant shall be fully liable for the consequences thereof, including fraud, data breach, financial loss, chargebacks, or customer grievances.

In the event that such misuse results in any investigation, regulatory action, or demand from statutory authorities including but not limited to RBI, NPCI, UIDAI, or Income Tax Department, the Merchant shall indemnify Pay1 against all losses, fines, penalties, and legal costs incurred. Without prejudice to any other remedies, any breach of this Clause shall attract liquidated damages of up to Rupees Ten Lakhs only per instance, payable on demand, in addition to immediate suspension of Services and recovery of consequential losses.

7. PRODUCT AND SERVICE SPECIFIC TERMS

A. Domestic Money Transfer (DMT)

• i. The Retailer is permitted to offer Domestic Money Transfer (DMT) services through the Pay1 Platform, acting as a front-end Customer Service Point (CSP) under the Business Correspondent arrangement of Pay1 with its partner Bank. All transactions shall be facilitated through authorized APIs integrated with Pay1’s systems and processed under the applicable guidelines issued by the Reserve Bank of India (RBI), NPCI, and the Bank.
• ii. Before initiating any DMT transaction, the Retailer shall obtain the Customer’s explicit consent to collect, process, and transmit their personal data, including mobile number, beneficiary name, account number, IFSC code, and any identity proof, to Pay1 and the partner Bank for the sole purpose of fund transfer and regulatory compliance.
• iii. DMT transactions shall not be initiated without completion of Customer KYC, wherever mandated by RBI or the Bank. The Retailer shall ensure that the Customer is KYC-verified in accordance with applicable laws. Aadhaar, PAN, or other officially valid documents (OVDs) must be collected, verified, and uploaded via the Platform as required.
• iv. Transfer Limits & Restrictions: a)The Retailer shall strictly adhere to transaction limits as prescribed by Pay1 or the Bank (including daily/monthly caps). b)The Retailer shall not break, split, or re-route transactions in multiple parts to circumvent regulatory ceilings. c) Transactions shall not be processed for fictitious or proxy beneficiaries.
• v. Prohibited Practices: The Retailer shall not store Customer credentials or OTPs; Process self-to-self transfers; Use own bank details for remitter or beneficiary; Generate fictitious remitters for commission padding or limit resets.
• vi. Transaction Accuracy & Liability: The Retailer shall be solely responsible for entering correct beneficiary details. Pay1 shall not be liable for failed, delayed, or misrouted transactions caused due to data entry errors or Customer miscommunication. All reversal requests, refund claims, and grievance redressals arising due to Retailer negligence shall be resolved by the Retailer at its sole cost.
• vii. Settlement & Float: a) All DMT transactions shall be processed through the Retailer’s available e-balance or Float Amount. b) No transaction shall be processed unless sufficient balance is maintained. c) The Retailer shall bear sole responsibility for ensuring timely balance replenishment.
• viii. Fraud, Reversals & Compliance: a) In the event of fraud, chargeback, or unauthorized transaction, the Retailer shall be liable to indemnify Pay1 and the Bank. b) Any suspicious or unusual transaction patterns must be reported to Pay1 immediately. c) The Retailer shall comply with Pay1’s anti-money laundering (AML), KYC, and suspicious transaction reporting policies.
• ix. The Retailer shall maintain transaction records, remitter and beneficiary logs, and KYC data (if collected) and produce the same upon request by Pay1, the Bank, or regulatory authorities. All data shall be handled securely in compliance with the Information Technology Act and applicable data privacy laws.
• x. Pay1 acts solely as a facilitator of the DMT infrastructure and is not a remitter, beneficiary, or regulated financial intermediary. Pay1 shall not be responsible for regulatory actions, transaction failures, or penalties resulting from the Retailer’s breach, negligence, or misrepresentation.
• xi. Any violation of these terms, including false KYC, misuse of system, data compromise, or unauthorized use, shall result in immediate suspension of the Retailer’s access to DMT services, reporting to regulatory authorities, recovery of losses, and imposition of liquidated damages as determined by Pay1.

B. Unified Payments Interface (UPI)

• i. The Retailer is authorized to offer Unified Payments Interface (UPI) payment services to end-customers through the Pay1 Platform, in collaboration with authorized banks and Payment Service Providers (PSPs). All transactions shall be governed by applicable guidelines issued by the National Payments Corporation of India (NPCI), Reserve Bank of India (RBI), and Pay1.
• ii. Prior to initiating any transaction, the Retailer shall obtain the end-customer’s clear, voluntary, and informed consent for the collection and processing of their UPI ID, bank account details, and transaction particulars by Pay1 and the participating Bank for the purpose of executing the transaction.
• iii. Authorized Use & Transaction Validity: UPI services may only be used for transactions authorized and initiated by the Customer. The Retailer shall ensure that the Customer is physically present and is fully aware of the amount, payee, and purpose of the transaction. Any transaction conducted without valid Customer consent shall be deemed unauthorized, and the Retailer shall bear all resulting liabilities.
• iv. Obligations Towards End-Customer: The Retailer shall be solely responsible for delivering the goods or services for which a UPI payment is accepted. In the event of non-delivery, partial delivery, defective product, or service failure, the Customer shall have the right to claim a refund directly from the Retailer. The Retailer shall resolve all disputes and complaints raised by the end-customer in relation to the goods/services delivered and shall not misrepresent, mislead, or overcharge the Customer.
• v. Chargebacks, Refunds & Dispute Resolution: In case of any Customer dispute, failed transaction, double debit, fraud allegation, or request for reversal, the Retailer shall cooperate with Pay1, the Bank, and NPCI in providing all required records, including payment receipts, order details, and Customer confirmations. Where a chargeback is raised and accepted by the Bank or NPCI, the Retailer shall be liable to reimburse Pay1 the full disputed amount, including applicable penalties, and such amount may be deducted from the Retailer’s e-balance or upcoming settlement. The Retailer shall not refuse legitimate refund requests where the Customer is entitled to receive the same under consumer protection laws.
• vi. Prohibited Conduct: The Retailer shall not store or record UPI credentials, PINs, or OTPs; Use merchant QR codes for self-payments or proxy transactions; Process false transactions to inflate volume or earn commission; Engage in misleading, exploitative, or fraudulent conduct towards Customers.
• vii. Security Obligations: The Retailer shall use authorized, virus-free, and secured devices for processing UPI transactions. The Retailer shall ensure prompt reporting of any suspected fraud or system breach. Any loss of Customer funds due to malware, credential compromise, or device tampering shall be attributable to the Retailer alone.
• viii. Pay1 functions solely as a technology facilitator of UPI services and is neither a principal nor intermediary in the transaction between the Retailer and the end-customer. Pay1 shall not be responsible for product delivery, refund processing, Customer grievance handling, or liability for claims raised by Customers against the Retailer.
• ix. Pay1 reserves the right to audit Retailer transactions, suspend access to UPI services, and report any suspicious or non-compliant activity to regulators. Breach of these terms shall result in liability for damages, blacklisting, and recovery of losses suffered by Pay1 or its partners.
• x. The Retailer may fund its working capital (e-balance) on the Pay1 Platform using payment methods such as UPI, NEFT, RTGS, or IMPS, through a third-party Payment Gateway (PG) or such other Service Provider as integrated or enabled by Pay1. All such fund transfers are made to the designated virtual account, UPI handle, or bank account assigned to the Retailer by the PG or Service Provider. The Retailer acknowledges and agrees that Pay1 does not receive or collect any funds directly and acts solely as a facilitator for reflecting such credit on the Platform post successful confirmation from the Service Provider. The e-balance shall be updated only upon receipt of valid settlement confirmation from the PG/Service Provider. Pay1 shall not be liable for any delay, failure, or discrepancy in credit due to errors in fund transfer, incorrect account number/UPI ID, or system failure at the PG/Bank’s end.
• xi. The Retailer shall be solely responsible for ensuring the accuracy of the payment transaction, including correct UTR/reference number, amount, and beneficiary details. Any dispute or reversal request in respect of such funding shall lie between the Retailer and the PG/Bank, and Pay1 shall bear no liability in this regard. The Retailer shall not misrepresent such fund transfers as payments made to Pay1, and shall indemnify Pay1 from any claim, chargeback, or regulatory action arising due to misstatement, misuse, or unauthorized fund loading activity.

C. Aadhaar Enabled Payment System (AEPS)

• i. The Retailer, acting as a Customer Service Point (CSP), is authorized to provide Aadhaar Enabled Payment System (AEPS) services through the Pay1 Platform, integrated with the Bank as per the Business Correspondent (BC) framework. AEPS services shall be offered in compliance with the Aadhaar Act, 2016, UIDAI regulations, and the operational standards issued by RBI and NPCI.
• ii. Permitted AEPS Services the Retailer may facilitate the following AEPS services, as enabled by the Platform: (i) Cash Withdrawal; (ii) Balance Enquiry; (iii) Mini Statement; (iv) Aadhaar-to-Aadhaar Fund Transfer (where permitted). All AEPS transactions shall be processed using UIDAI-compliant biometric authentication.
• iii. The Retailer acknowledges that access to Aadhaar Pay or AEPS services shall be provided subject to approval by the Bank under applicable Business Correspondent (BC) arrangements. PAY1 shall not be liable for rejection or denial of onboarding by the Bank.
• iv. The Retailer shall use only such Digital POS or biometric devices as provided or approved by PAY1, and shall not tamper with or relocate the equipment without prior consent.
• v. The Retailer authorizes PAY1 to receive Customer payments on its behalf, post which the net amount due shall be credited to the Retailer's e-balance or designated bank account.
• vi. All Aadhaar Pay transactions shall be carried out with valid Customer consent using UIDAI-compliant biometric authentication. The Retailer shall not store or misuse biometric data under any circumstance.
• vii. The Retailer shall not charge any amount to the Customer for Aadhaar Pay or AEPS services.
• viii. Charge slips and Aadhaar Pay invoices shall be maintained by the Retailer for at least 18 months and made available upon request to PAY1 or the Bank.
• ix. The Retailer shall bear full responsibility for frauds, chargebacks, incorrect transactions, or failure to reconcile transaction data.
• x. PAY1 shall not be liable for system outages, bank-related errors, or delays attributable to the Bank.
• xi. The Retailer shall be responsible for Customer service, grievance resolution, and must display relevant helpdesk and compliance information at the Merchant Point Location.
• xii. The Retailer shall obtain explicit and informed consent from the Customer authorizing Pay1 and the Bank to collect, process, and transmit the Customer’s Aadhaar number, biometric data, and associated information for the sole purpose of authentication and transaction execution. The consent shall be captured electronically through the biometric device, and the purpose of authentication shall be clearly explained to the Customer in a language known to them.
• xiii. The Retailer shall use only UIDAI/STQC-certified biometric devices and terminals integrated with the Pay1 Platform. Use of any unauthorized, tampered, or uncertified device is strictly prohibited and shall constitute a material breach.
• xiv. AEPS transactions shall only be offered to Customers holding Aadhaar-linked bank accounts. The Retailer shall ensure that the Customer is the rightful account holder and shall not carry out any transaction on behalf of another person, even with consent. The Retailer shall verify the identity of the Customer prior to initiating the transaction.
• xv. Prohibited Conduct: The Retailer shall not store or retain Aadhaar numbers or biometric data, attempt authentication without a valid transaction purpose, use dummy/fake fingerprints or stored templates, encourage proxy or impersonated transactions, initiate AEPS transactions for unauthorized purposes (e.g. gaming, speculation, or debt recovery).
• xvi. Chargebacks, Fraud and Disputes: The Retailer shall be fully responsible for any AEPS transaction disputed by the Customer or reversed by the Bank/NPCI due to fraud, technical error, incorrect authentication, or unauthorized use. In the event of a chargeback, Pay1 shall recover the amount along with any penalty, and such recovery may be made from the Retailer’s e-balance or future settlements. The Retailer shall retain transaction slips, Customer logs, and device authentication records for a minimum of 18 months and furnish the same upon request.
• xvii. Customer Grievance and Service Delivery: The Retailer shall ensure that the full cash amount is disbursed to the Customer immediately upon successful AEPS withdrawal. No deductions, service fees, or charges shall be collected from the Customer for AEPS transactions, unless authorized in writing by Pay1. The Retailer shall resolve all Customer complaints arising from service failure, delay, or fraud at their end.
• xviii. Device Security and Operational Controls: The Retailer shall ensure that the biometric device and the connected terminal are free from malware, keyloggers, or spyware, and that no sensitive data is stored locally. The Retailer shall regularly update software, change passwords, and report any suspected compromise to Pay1 immediately.
• xix. Pay1 acts solely as a BC-facilitator and technology enabler and does not act as a principal in the AEPS transaction. All AEPS transactions are processed through the acquiring Bank and NPCI infrastructure. Pay1 shall not be liable for transaction failures, reversals, or disputes arising from incorrect inputs, hardware faults, or Customer-bank mismatches.
• xx. Pay1 and/or the Bank shall have the right to inspect the Retailer’s premises, devices, and AEPS transaction logs without prior notice. The Retailer shall extend full cooperation, provide access to systems, and respond to audit queries in a timely and accurate manner.
• xxi. Breach and Indemnity: Any non-compliance with UIDAI regulations, misuse of biometric data, unauthorized authentication, or technical manipulation by the Retailer shall attract immediate deactivation of AEPS services, reporting to relevant authorities, and recovery of consequential losses. The Retailer shall indemnify Pay1 and the Bank against all claims, penalties, and damages arising out of such breach.

Payment Gateway (PG), Point-of-Sale (POS), and Micro ATM (M-ATM) Services

• i. All Digital POS devices or equipment provided by PAY1 shall remain its exclusive property. The Retailer shall not lease, sell, modify, or move such equipment without PAY1’s prior written consent.
• ii. The Retailer shall bear all costs for damage arising from mishandling and shall report any technical fault within one hour of detection.
• iii. PAY1 reserves the right to inspect, audit, or reclaim its equipment at any time during or after the Retailer’s engagement.
• iv. Retailers availing Card Payment Services and Micro ATM Services must procure devices exclusively from PAY1 under the terms specified. Each order must be supported by a Performa invoice and full payment via authorized banking channels.
• v. Upon delivery, the Retailer shall assume all risk, title, and insurance responsibilities associated with the device. Warranty shall be as per the manufacturer’s applicable terms.
• vi. Devices shall not be tampered with, resold, leased, or relocated without prior written approval from PAY1.
• vii. The Retailer is authorized to offer card-based and account-based financial transactions using the Pay1 Platform through POS terminals, PG interfaces, or Micro ATM (mATM) devices enabled in coordination with acquiring Banks or Service Providers. The services may include card swipe payments, cash withdrawal, balance enquiry, or receipt generation, as permitted from time to time.
• viii. Prior to initiating any transaction, the Retailer shall obtain the Customer’s informed and explicit consent for processing their card number, bank account details, mobile number, and other credentials. The Retailer shall not collect, store, or record any sensitive payment information such as PINs, CVV, or biometric data under any circumstances.
• ix. All POS/mATM terminals and accessories provided by Pay1 (or its Service Provider) shall remain the sole property of Pay1 or the respective partner and shall be used exclusively for transactions through the Pay1 Platform. The Retailer shall not tamper with, modify, lease, sell, or relocate any device without prior written approval. The Retailer shall maintain the physical security and technical integrity of the device and ensure it is not used by unauthorized individuals.
• x. Fraudulent or Prohibited Practices: The Retailer shall not use the device to process transactions not backed by a legitimate purchase or service rendered. Conduct split or fake transactions to inflate volumes or earn commission. Swipe their own card or account or process refunds not arising from genuine Customer transactions. Manipulate any receipt, charge slip, or transaction data.
• xi. Transaction Processing & Authorization: The Retailer shall ensure that all transactions are duly authorized by the Customer via PIN entry, biometric authentication, or confirmation as applicable. The Retailer shall not proceed with any transaction where the device displays a “Declined” or “Authorization Failed” message. Transactions above permitted limits or inconsistent with Customer profiles shall be flagged and reported.
• xii. Chargebacks, Reversals, and Refunds: In case of any transaction disputed by the Customer or reversed by the Bank due to fraud, non-delivery of goods, incorrect amount, or chargeback, the Retailer shall be solely responsible for refunding the amount and bearing any penalties. The Retailer shall cooperate fully in providing transaction slips, Customer details, delivery records, and CCTV footage (where available) to support the dispute resolution process. Pay1 shall have the right to withhold commissions and deduct chargeback amounts from the Retailer’s e-balance or subsequent settlements.
• xiii. Customer Grievance and Refund Support: The Retailer shall attend to all Customer grievances relating to PG/POS/mATM transactions promptly and professionally. Any refund or correction shall be processed through the authorized reversal mechanism and not in cash unless explicitly permitted. The Retailer shall not mislead or overcharge Customers under any pretext.
• xiv. Transactions processed via mATM/POS shall be settled to the Retailer’s e-balance or designated account in accordance with reconciliation cycles shared by Pay1 or its Service Provider. Pay1 shall not be responsible for settlement delays arising due to bank holidays, technical errors at acquiring Bank’s end, or incorrect account details provided by the Retailer.
• xv. Compliance and Audit: The Retailer shall comply with RBI’s circulars on card transactions, the Payment and Settlement Systems Act, and guidelines issued by NPCI, acquiring Banks, or Pay1 from time to time. Pay1 shall have the right to inspect the device, audit transaction logs, and review compliance periodically, without prior notice.
• xvi. Pay1 acts solely as a technology aggregator and infrastructure facilitator and does not bear liability for any device failure, transaction dispute, Customer loss, or legal claim arising from the acts or omissions of the Retailer. The Retailer shall indemnify Pay1 against all costs, losses, claims, penalties, or regulatory proceedings arising due to misuse of PG/POS/mATM services, chargebacks, or violation of these terms.

E. Bharat Bill Payment System (BBPS)

• i. Pay1 is authorized as an Agent Institution (AI) under the Bharat Bill Payment System (BBPS), operated by NPCI and regulated by the Reserve Bank of India. Only those Retailers who are formally onboarded, verified, and approved by Pay1 in writing as BBPS Agents shall be entitled to offer BBPS bill payment services under this arrangement.
• ii. Retailers onboarded as BBPS Agents may accept bill payments from Customers for approved billers listed under BBPS categories such as electricity, gas, water, DTH, telecom, FASTag, broadband, and municipal services. Unauthorized merchants shall not offer, promote, or represent BBPS services in any form.
• iii. The BBPS Agent shall, before initiating any bill payment, obtain the end-customer’s informed and express consent for sharing their consumer number, biller name, amount, and contact details with Pay1 and the BBPS infrastructure for the purpose of processing the transaction. The Agent shall inform the Customer that Pay1 acts as the AI under this framework.
• iv. The BBPS Agent shall be solely responsible for the accuracy of data entry. Any incorrect biller selection, consumer ID, or payment amount leading to non-posting or misdirected payment shall be at the sole risk of the Agent. Pay1 disclaims all liability arising from such errors.
• v. Upon successful transaction completion, the Agent shall provide the Customer a system-generated BBPS receipt bearing the BBPS logo and reference number. No handwritten or verbal confirmation shall be provided. The Retailer shall not mislead the Customer about the success status of a transaction.
• vi. BBPS Agents shall only collect service charges authorized by Pay1 and reflected on the Platform. No additional amount shall be collected from Customers under any circumstances. Overcharging shall be treated as misconduct and may lead to termination of BBPS access.
• vii. In the event of a failed transaction or Customer dispute, the BBPS Agent shall assist in furnishing transaction references, logs, and receipt copies. Where a reversal or refund is processed and found attributable to the Agent’s error or misconduct, Pay1 shall be entitled to recover such amount, including any associated penalties, from the Agent’s e-balance or future settlements.
• viii. BBPS Agents shall maintain accurate logs and Customer records for a minimum period of 18 months and shall cooperate with any audit or inquiry initiated by Pay1, its partner BBPOU, NPCI, RBI, or any competent authority. Failure to provide records shall be treated as a breach.
• ix. Restrictions on Unauthorized Merchants: Retailers who are not approved as BBPS Agents shall not access, advertise, or process BBPS transactions, display BBPS logos or branding, misrepresent themselves as being BBPS-certified, any such activity shall be treated as fraud or misrepresentation and shall invite immediate suspension and legal consequences.
• x. Pay1 shall not be responsible for Customer loss, regulatory action, or refund claims arising from the conduct of the BBPS Agent. The Agent shall indemnify Pay1 against all such claims, including for breach of NPCI rules, unauthorized billing, or regulatory non-compliance.
• xi. Pay1 reserves the right to suspend or terminate the BBPS Agent’s access with immediate effect upon violation of BBPS operating procedures, receipt of verified Customer complaints, overcharging or misrepresentation, non-cooperation in audits or dispute resolution, regulatory mandate or NPCI direction.

F. Recharge Services (Mobile, DTH)

• i. The Retailer is authorized to offer prepaid mobile recharge, DTH top-up, broadband recharge, and such other digital recharges as may be enabled from time to time via the Pay1 Platform. The Retailer shall act as a facilitator of recharge services to end-customers using interfaces, APIs, or integrations provided by Pay1 in collaboration with authorized aggregators, telecom operators, and service providers.
• ii. Before processing any recharge transaction, the Retailer shall ensure that the Customer has voluntarily provided the subscriber number, operator selection, recharge amount, and any plan-specific details. The Retailer shall verify such details with the Customer and obtain their express consent before confirming the transaction.
• iii. The Retailer shall be solely liable for any recharge failure, wrong number input, or incorrect recharge denomination resulting in loss or duplication. Pay1 shall not be responsible for any dispute, refund, or reversal arising due to incorrect details entered by the Retailer or Customer.
• iv. Upon successful recharge, the Retailer shall issue a system-generated confirmation via SMS, WhatsApp, printed slip, or other electronic means as provided by the Platform. No manual receipt or verbal confirmation shall be deemed valid. The Retailer shall not mislead the Customer regarding the transaction status.
• v. Prohibited Conduct: The Retailer shall not perform multiple recharges to the same number within short intervals to simulate volume, recycle subscriber numbers or perform test transactions to inflate commissions, recharge dummy or inactive numbers, split transactions to bypass daily limits or misuse incentives and store or misuse Customer phone numbers for unauthorized marketing.
• vi. In case of a recharge dispute, the Retailer shall assist in verification of inputs, transaction ID, and system status. If the recharge was incorrectly processed due to Retailer error, the Retailer shall refund or adjust the amount at its own cost. Where the recharge failed despite correct input, Pay1 shall process the refund in accordance with the operator or aggregator's reconciliation policy, and such refund shall be passed to the Customer.
• vii. The Retailer shall not overcharge the Customer. Only the face value of the recharge amount plus any system-authorized service fee (if any) may be collected. All prices must be transparently disclosed before transaction initiation.
• viii. Pay1 functions solely as a technology enabler and backend integrator of recharge services and does not guarantee service uptime, delivery timeline, or plan effectiveness. The Retailer shall be solely liable for any claim, miscommunication, or dispute with the Customer, and shall indemnify Pay1 against any such losses, penalties, or consumer complaints.
• ix. Pay1 reserves the right to monitor recharge activity, investigate patterns, and suspend recharge access in case of misuse, fraud, or repeated Customer complaints. Any misuse of the Platform, operator brand, or recharge service may attract termination, blacklisting, and legal action.

G. PAN Card Services

• i. The Retailer is authorized to assist end-customers in applying for a new PAN card or updating PAN information through the Pay1 Platform, which is integrated with authorized PAN service providers such as NSDL or UTIITSL. The Retailer shall act solely as a facilitator for form submission and document intake and shall not represent themselves as a PAN issuing authority.
• ii. The Retailer shall obtain the express, written or biometric consent of the Customer before initiating the application and shall clearly explain the purpose of data collection. The Retailer shall collect all required Know Your Customer (KYC) documents including identity proof, address proof, photographs, and any declarations as prescribed by the PAN service provider.
• iii. The Retailer shall personally verify the original documents presented by the Customer and ensure that the details entered in the system match the documentary evidence. The Retailer shall affix “Original Seen and Verified” with signature and stamp on photocopies where required. Any mismatch, forged document, or discrepancy shall be the sole responsibility of the Retailer.
• iv. The Retailer shall ensure accurate data entry in all PAN application fields and validate the same with the Customer before final submission. Incomplete, incorrect, or mismatched entries leading to rejection, delay, or duplicate PAN issuance shall be the sole liability of the Retailer. Pay1 shall not be responsible for resubmissions, refunds, or Customer complaints arising due to such Retailer-side errors.
• v. The Retailer shall collect only the fees approved by Pay1 or as per the pricing communicated on the Platform. The Retailer shall not charge any additional facilitation or service fees. A system-generated receipt must be issued for all Customer payments. Overcharging shall be treated as a material breach.
• vi. The Retailer shall not retain, duplicate, or misuse Customer documents or personal information beyond the scope of PAN application processing. Any unauthorized use, storage, or distribution of KYC data shall attract legal consequences and immediate termination.
• vii. The Retailer shall inform the Customer of the expected processing timeline, and provide the application acknowledgment number, along with instructions to track the status online. In case of rejection or query, the Retailer shall assist the Customer in re-submission, if required.
• viii. Pay1 merely facilitates access to the authorized PAN service provider and has no role in the processing, approval, or rejection of PAN applications. Pay1 shall not be liable for any administrative delay, portal error, or document rejection arising from Customer or Retailer side omissions. All service-related grievances shall be handled by the Retailer directly.
• ix. Any forgery, KYC manipulation, false application, or overcharging by the Retailer shall lead to immediate suspension of PAN services and blacklisting. Pay1 may audit PAN-related transaction logs, documents, and service records, and report fraudulent Retailers to the service provider or statutory authorities as required.

H. IRCTC Railway Ticketing Services:

Pay1 is authorized by the Indian Railway Catering and Tourism Corporation Limited (IRCTC) to act as a Principal Service Provider (PSP) for the purpose of facilitating railway e-ticket bookings through the IRCTC system. Under this arrangement, the Retailer is appointed as a sub-agent of Pay1 and shall operate strictly in accordance with the guidelines, circulars, and instructions issued by IRCTC, as well as those communicated by Pay1 from time to time. The Retailer shall provide railway ticketing services to end-customers exclusively through the authorized Pay1 interface integrated with the IRCTC booking engine. The Retailer shall at no point represent themselves as an “Authorized Railway Agent” or use the IRCTC logo, brand, or platform name except in the format and signage specifically approved by Pay1. The Retailer shall collect all necessary Customer information including name, age, gender, ID proof details, mobile number, and journey details, and shall input such information accurately into the system. The Retailer shall issue only system-generated Electronic Reservation Slips (ERS) and shall not make any alteration, overwriting, or substitution on such slips. No manual ticket, counterfoil, or backdated booking is permitted. The Retailer shall not file any Ticket Deposit Receipt (TDR) request without express authorization from the Customer and shall retain a signed application for such request.

The Retailer shall clearly disclose to the Customer all fare components, including base fare, IRCTC service charges, convenience fees, and any authorized Retailer service charges. Overcharging, collection of hidden fees, or bundling of services without consent shall be treated as misconduct. In case of cancellation or refund, the Retailer shall inform the Customer of applicable deductions and ensure that refunded amounts are returned within a reasonable period after receipt from the IRCTC system. Pay1 shall not be liable for delay, failure, or error in ticket generation, unavailability of seats, or fare fluctuations arising from system limitations or incorrect inputs by the Retailer. The Retailer shall bear full liability for Customer complaints, refund claims, or penalties arising out of overcharging, incorrect booking, document mismatch, or breach of IRCTC guidelines. Any misuse of the booking system, logo, branding, or deviation from the prescribed process may result in suspension of the Retailer's IRCTC access, blacklisting, or reporting to IRCTC or relevant authorities.

I. Dhanak – Refurbished Goods:

Retailers and Distributors authorized by Pay1 may facilitate the sale of refurbished, second-hand, or open-box electronic products under the “Dhanak” brand, as listed on the Pay1 Platform. Such products are sourced by Pay1 or its vendor partners from third-party marketplaces and are sold on an “as-is” basis, subject to available warranty and return terms. The Retailer/Distributor shall not misrepresent product condition, origin, or packaging, and shall clearly communicate applicable terms to Customers prior to sale. Pay1 shall not be liable for Customer dissatisfaction, return disputes, or claims arising from incorrect delivery, pricing, or representations made by the Retailer/Distributor.

8. SERVICE ACTIVATION AND ACCESS CONTROL

The Retailer acknowledges that the various services offered via the Pay1 Platform, including but not limited to AEPS, BBPS, UPI, DMT, PAN application facilitation, IRCTC bookings, mobile/DTH recharges, utility payments, travel bookings, and sale of refurbished goods, are subject to distinct regulatory, operational, and technical eligibility requirements. Access to such services shall be provided only upon formal onboarding, written approval, and activation by Pay1, following requisite due diligence and compliance checks. Execution of this Agreement does not, in itself, grant the Retailer the right to access or offer all such services. The Retailer agrees to strictly adhere to the specific terms and conditions applicable to each authorized service, and by utilizing any such service, shall be deemed to have accepted the obligations and liabilities associated therewith. The Retailer shall not represent, promote, or provide access to any service not expressly activated for them, nor shall they access restricted services through technical means or permit third-party access using their credentials. Any such unauthorized activity shall constitute a material breach, entitling Pay1 to suspend access, withhold or adjust commission payouts, blacklist the Retailer, notify concerned partners or regulators, and initiate appropriate legal proceedings for recovery of losses or damages. Pay1 retains the sole and absolute discretion to determine the availability, terms, and continuation of any service, and may withdraw or modify such access at any time, with or without assigning any reason.

9. Transaction Execution and E-Balance Obligations

• i. E-Balance Maintenance: The Retailer shall maintain, at all times, a pre-funded e-balance with PAY1, in such minimum amount as may be specified by PAY1 from time to time. The e-balance shall be maintained through permitted banking channels only and shall be utilized for real-time deduction of transaction values and other dues payable to PAY1. Commissions and credits, if any, shall be reflected in the same e-balance unless otherwise communicated. The Retailer shall not process any transaction exceeding the available e-balance. Timely replenishment of the e-balance shall be a fundamental condition for continued access to PAY1 services.
• ii. For every successful transaction, the Retailer shall provide the Customer with a system-generated receipt or electronic confirmation via SMS, email, or platform interface. Manual, handwritten, or verbal confirmations are strictly prohibited.
• iii. The Retailer shall not retain or misuse Customer funds. Where cash is collected from the Customer, the Retailer must immediately process the corresponding transaction. Deferred handling or storage of Customer funds is strictly prohibited.
• iv. The Retailer shall only collect such amounts from the Customer as are specifically authorized by PAY1 and displayed at the time of transaction. Overcharging, unauthorized bundling, or imposition of hidden fees shall constitute a material breach.
• v. The Retailer shall ensure accurate entry of Customer information for all transactions. PAY1 shall not be held liable for any failed or disputed transaction resulting from errors committed by the Retailer. All resultant liabilities and corrective actions shall rest solely on the Retailer.
• vi. The Retailer shall not recover or impose any service fee upon the Customer for AEPS or other zero-charge services.
• vii. The Retailer shall ensure complete confidentiality of all transaction and Customer data in accordance with applicable industry standards. No transaction logs, payment records, or Customer information shall be downloaded, stored, or retained outside the PAY1 system.
• viii. In the event of any chargeback, reversal, or dispute, PAY1 shall be entitled to recover the disputed amount from the Retailer’s e-balance or future settlements. The Retailer shall furnish all logs, receipts, and support documents as may be required and cooperate fully in dispute resolution.
• ix. The Retailer shall maintain sufficient working capital and cash reserves at all times to fulfil Customer transaction requests without delay.

10. PROHIBITED ACTIVITIES

The Retailer shall not engage in or facilitate the sale of any goods or services prohibited by law or restricted by PAY1, including but not limited to:

• Illegal goods, narcotics, unlicensed financial services
• Gambling, betting, or lottery schemes
• Weapons, replica merchandise, or counterfeit goods
• Pornography, adult content, escort services
• Services operated without proper licensing or regulatory approval
• Political, religious, or charitable solicitation without authorization

PAY1 reserves the right to immediately suspend, blacklist, or terminate any Retailer involved in such activities and report the same to appropriate authorities

11. CODE OF CONDUCT

• I. The Retailer shall uphold high standards of customer service and shall ensure that all Customers are treated with respect, courtesy, and diligence. The following obligations shall be strictly adhered to:
  • a. Customer-facing information such as service details, transaction charges, service fees, limits, and applicable terms and conditions shall be prominently displayed at the Merchant Point Location and must be clearly visible and accessible to all Customers.
  • b. All Customer queries, doubts, or grievances must be attended to promptly and professionally. The Retailer shall not ignore, mislead, or provide false or incomplete information to any Customer.
  • c. Any transaction-related issue, complaint, or system error raised by the Customer shall be resolved or escalated to PAY1 support before the Customer exits the Retailer’s premises.
  • d. The Retailer shall prominently display the grievance redressal policy and Customer support contact details, including PAY1’s helpline number, email, and escalation matrix.
  • e. PAY1 branding and authorized signage, including the details of the nodal officer for grievance redressal, shall be installed and maintained in the format prescribed by PAY1 at all times.

  Failure to comply with these service standards shall be deemed a breach of this Agreement and may result in disciplinary action, including suspension or blacklisting from the PAY1 network.

• II. Workplace Conduct – Do’s and Don’ts: The Retailer shall ensure that all staff and personnel engaged at the Merchant Point Location maintain appropriate professional behavior. The following norms shall be adhered to at all times:
  • a. Do’s: Maintain the personal dignity, privacy, and rights of every individual, including Customers, staff, and visitors; Foster an inclusive environment that encourages collaboration with individuals of all backgrounds, cultures, religions, and communities; Maintain honesty, integrity, and transparency in all interactions, especially while rendering PAY1 services to Customers.
  • b. Don’ts: Do not engage in any form of discrimination, harassment, offensive conduct, or derogatory remarks against any individual on any grounds; Do not communicate, collaborate, or maintain arrangements with competing platforms, agents, or businesses in a manner that may create a conflict of interest, suggest collusion, or violate exclusivity obligations under this Agreement; Violation of these workplace norms shall constitute misconduct and may attract termination of access, blacklisting, or legal action under applicable laws.
• III. Conflict of Interest and External Activities: The Retailer shall avoid all actions and engagements that create, or may appear to create, a conflict between their obligations to PAY1 and any external interest or influence. Retailers must always act in the best interest of Customers and PAY1 while discharging their duties.
  • a. Retailers shall refrain from participating in any activities, partnerships, or relationships that compromise their neutrality or the trust of Customers.
  • b. No Retailer shall prioritize personal or commercial gain over fair and unbiased service to any segment of Customers.
  • c. Any actual or perceived conflict of interest must be disclosed to PAY1 immediately, failing which PAY1 reserves the right to terminate access, suspend services, or initiate appropriate legal action.
• IV. Data Privacy and Information Security – Do’s and Don’ts: The Retailer shall maintain strict confidentiality and data security practices in line with PAY1’s internal controls and applicable laws.
  • a. Do’s:(a) Secure workstations, devices, and digital systems against unauthorized access.; (b) Limit data access strictly to authorized personnel with a legitimate business requirement.; (c) Protect the physical and digital security of Customer and transactional information.
  • b. Don’ts:(a) Do not discuss sensitive or confidential information in public or unsecure settings; (b) Do not store official data in personal devices, physical copies, or unauthorized databases; (c) Do not share login credentials, passwords, or system access details with any unauthorized person; (d) Do not transmit sensitive financial data via email or unsecure channels; (e) Do not plug in external drives or install unverified software on PAY1-connected systems; (f) Do not open suspicious or unverified email links which may compromise system integrity.
  • c. Violation of these obligations shall be considered a serious breach and may result in legal, financial, and disciplinary consequences, including blacklisting and access termination.
• V. Know Your Customer (KYC) and Anti-Money Laundering (AML) Compliance: The Retailer shall comply with PAY1’s KYC and AML policies and the applicable legal framework governing the identification and verification of Customers.
  • a. The Retailer shall collect and retain all necessary KYC documents and identity proofs of Customers in the manner prescribed by PAY1 and applicable regulatory norms. These documents shall be produced upon request by PAY1 or any competent authority.
  • b. The Retailer acknowledges that any act of facilitating transactions involving proceeds of crime or criminal conduct may amount to an offence under anti-money laundering laws.
  • c. The Retailer shall remain vigilant to identify and report any suspicious activities or transactions, irrespective of their monetary value, to PAY1 in the manner prescribed. Failure to report such transactions may result in liability under applicable laws.
  • d. The Retailer shall not assist or participate in any activity aimed at disguising, transferring, or hiding the origin of illicit funds, nor shall they warn the Customer (tipping off) regarding such reports or investigations.
• VI. Phishing and Cybersecurity Responsibilities: The Retailer shall actively protect against phishing attempts and cyber threats that may compromise PAY1’s systems or Customer data.
  • a. The Retailer must access PAY1 systems only via officially authorized URLs and portals.
  • b. Passwords and PINs must be changed periodically (preferably every three months) and kept confidential at all times.
  • c. The Retailer shall not share terminal or platform login credentials with unauthorized persons or entities.
  • d. The Retailer must remain alert to phishing threats through emails, messages, phone calls, or social media and shall not respond to or interact with suspicious content.
  • e. All computing systems used for PAY1 services must be free from malware or unauthorized applications. Retailers shall not use unverified USB drives or download software from untrusted sources.
  • f. Disposal of any device or terminal must be done in a secure and irreversible manner to prevent data leakage.
  • g. Any phishing attempt, system compromise, or data breach shall be immediately reported to PAY1 for investigation and action.
  • h. Non-compliance with these provisions may attract contractual, legal, and regulatory penalties and shall be treated as a material breach of this Agreement.
• VII. General Compliance: The Retailer shall extend full cooperation and furnish all required documents, transaction details, and supporting records as may be demanded by PAY1 or any regulatory, enforcement, or government authority in connection with any audit, investigation, or inquiry. The Retailer shall clearly communicate to Customers the applicable service details, pricing, terms, grievance redressal mechanism, and forfeiture or refund policies as mandated under law or by PAY1. The Retailer shall also disclose that the Services are being rendered under the brand "Pay1 Merchant" owned and operated by Mindsarray Network Private Limited. All supplemental policies and conditions as updated on the Platform or communicated by PAY1 through email or SMS shall be binding on the Retailer. These Terms shall apply to the Retailer and its employees, agents, successors, and legal representatives, and no assignment or delegation shall be valid without prior written approval from PAY1. PAY1 reserves the right to revise these Terms at its discretion, and the Retailer shall be responsible for keeping abreast of such changes.
• VIII. System Requirements: The Retailer shall access the PAY1 Platform only through a secure, internet-enabled device compatible with PAY1's specifications. It shall be the Retailer’s duty to ensure that the device has licensed software, antivirus, and internet connectivity that meets operational requirements. Use of unlicensed, pirated, or unsecured software or systems shall be treated as a material breach of this Agreement.
• IX. Charges and Payments: The Retailer agrees to pay a one-time non-refundable setup fee and such recurring charges as communicated by PAY1 for provisioning and maintaining the Services. PAY1 may levy additional charges for integrations, upgrades, or operational support as necessary. Commission payouts and other service fees shall be subject to PAY1’s prevailing rate cards or official communications and may be revised from time to time. All payments shall be subject to applicable taxes including TDS.
• X. Authorization for Fund Collection and Settlement: By accepting these Terms, the Retailer expressly authorizes PAY1 to receive, hold, and settle Customer payments on the Retailer's behalf. PAY1 shall collect transaction proceeds into its designated account and transfer the net amounts—after reconciliations and deductions—to the Retailer’s e-balance or designated bank account. This mandate also applies to value-added services opted by the Retailer and shall remain valid unless specifically revoked in writing and confirmed by PAY1. Such settlement shall be deemed conclusive, and no claim for withholding or delay shall arise once credited.

12. TERMINATION

• i. PAY1 reserves the right, at its sole discretion, to terminate the Retailer's engagement upon 15 (fifteen) days' prior written notice, without assigning any reason. The Retailer may similarly terminate their engagement upon 30 (thirty) days' prior written notice to PAY1.
• ii. PAY1 may terminate the Retailer's engagement immediately upon written notice if there is: (a) a material adverse change in business environment; (b) a change in Applicable Law; (c) a requirement of any regulator, Service Provider, or Bank; or (d) revocation or termination of PAY1’s licenses, approvals, or permissions by relevant authorities.
• iii. PAY1 may terminate the Retailer's engagement immediately upon written notice if the Retailer ceases operations, becomes insolvent, assigns rights to creditors, or is subjected to winding-up or liquidation proceedings.
• iv. PAY1 may suspend, limit, or terminate the Retailer's access to the Platform immediately for any Event of Default, including but not limited to: (a) violation of these Terms or Privacy Policy; (b) gross negligence or criminal conduct; (c) overcharging Customers or collecting unauthorized fees; (d) frequent Customer complaints; (e) non-compliance with grievance handling; (f) breach of trust, confidentiality, or data privacy norms; (g) misuse of the Services; or (h) any conduct prejudicial to PAY1's interests.
• v. Effects of Termination: i) Upon termination, the Retailer shall immediately cease to represent PAY1 in any manner; ii) All rights and access granted under these Terms shall stand revoked; iii) The Retailer shall promptly return all PAY1 assets, documents, materials, and equipment in good condition; iv) The Retailer shall have no right to claim compensation, damages, or losses on account of termination; v) Termination shall not affect accrued rights and obligations existing prior to termination; vi) PAY1 shall retain the right to utilize data and information collected from the Retailer during the course of engagement.
• vi. Liquidated Damages, Fines, and Penalties: i) Upon occurrence of an Event of Default, PAY1 shall be entitled to recover liquidated damages of INR 10,00,000/- (Rupees Ten Lacs only) per instance from the Retailer, without prejudice to other remedies available; ii.) The Retailer shall indemnify and keep PAY1 indemnified against any fines, penalties, or charges imposed by courts, regulators, RBI, banks, or any authority, arising from the Retailer’s acts, omissions, misconduct, or non-compliance. PAY1 shall have the right to deduct or set off such amounts from any pending dues payable to the Retailer. For the purposes of this Clause, "Retailer" shall include its employees, officers, agents, representatives, successors, and permitted assigns.

13. INDEMNIFICATION:

• i. The Retailer agrees to fully indemnify, defend, and hold harmless PAY1, its parent companies, subsidiaries, affiliates, business partners, licensors, service providers, subcontractors, directors, officers, employees, and representatives against any and all claims, liabilities, demands, losses, costs, damages, penalties, charges, expenses (including reasonable attorney's fees), fines, chargebacks, and causes of action arising out of or in connection with:
  • (a) Provisioning of Services or performance under these Terms;
  • (b) Any acts of omission or commission resulting in breach of these Terms, Applicable Laws, or regulations;
  • (c) Fraudulent activities, negligence, misconduct, or willful default by the Retailer or its agents, employees, or representatives;
  • (d) Unauthorized use, misuse, or infringement of any intellectual property rights or confidential information;
  • (e) Any bank transactions, cash deposits, or customer disputes (including police complaints) arising due to acts or omissions attributable to the Retailer or its network;
  • (f) Any act or omission that causes PAY1 to suffer loss, penalties, or reputational harm due to actions initiated by Customers, regulators, banks, enforcement agencies, or third parties.
• ii. In the event of any police complaint, enforcement inquiry, or regulatory investigation arising due to the Retailer's conduct, the Retailer shall, at its own cost and initiative: (i) Take full responsibility for handling, responding to, and resolving the matter with police authorities, regulators, or any third party; (ii) Fully cooperate with PAY1, and provide all documentation, clarifications, and support necessary for PAY1 to defend itself; (iii) Bear all legal expenses, penalties, losses, reputational damages, and consequential liabilities incurred by PAY1 in connection with such proceedings.
• iii. PAY1 shall be entitled to deduct, set-off, or adjust any amounts incurred or anticipated as indemnifiable losses against any amounts otherwise payable to the Retailer under these Terms.
• iv. The Retailer expressly acknowledges that any delay, omission, or indulgence by PAY1 in exercising its rights shall not operate as a waiver of such rights. All rights and remedies under this clause are cumulative and not exclusive of any other rights PAY1 may have under law or contract.
• v. This indemnity shall survive the termination or expiry of these Terms and shall bind the Retailer, its successors, permitted assigns, partners, directors, officers, employees, and legal representatives.

14. Limitation of Liability:

To the maximum extent permitted by applicable law, PAY1, its directors, officers, employees, affiliates, vendors, suppliers, business associates, or any related parties, shall not be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, data, goodwill, or business interruption, arising out of or related to the use or inability to use the Platform, Services, Terminal, or any reliance placed on content or systems provided by PAY1, regardless of the form of action, whether based on contract, tort, negligence, strict liability, or otherwise. Notwithstanding anything to the contrary, PAY1’s aggregate liability, whether arising in contract, tort, or otherwise, shall be limited to the extent of direct losses proved and shall in no event include any consequential, incidental, indirect, special, or punitive damages. The Retailer's sole remedy, if any, shall be limited to the rectification of the relevant defect or deficiency, as solely determined by PAY1 in its discretion.

15. Disclaimer of Warranties:

Except as expressly set forth in these Terms, PAY1 expressly disclaims all other warranties, express or implied, with respect to the Services, Terminal, or any content or information delivered through the Services to the Retailer or Customers. The Services are provided strictly on an "as is" and "as available" basis, without any guarantee of quality, reliability, merchantability, fitness for a particular purpose, performance, accuracy, legality, non-infringement, or freedom from viruses or harmful components. PAY1 does not guarantee that the Services will be uninterrupted, timely, secure, error-free, or continuously available, nor that the Services will meet any specific needs of the Retailer. PAY1 expressly disclaims responsibility for any reliance placed on the content or information provided through the Services and shall not be liable for any decisions or transactions undertaken based on such content. The Retailer assumes full responsibility for the use of the Terminal and Services, and any risks arising therefrom, including but not limited to, operational errors, cyber threats, and inaccuracies in information. PAY1 shall not be liable for any losses, damages, costs, or liabilities arising from the use of or inability to use the Services, whether arising under contract, tort, negligence, strict liability, or otherwise. PAY1 may utilize any information provided by the Retailer during access to the Terminal, subject to its Privacy Policy.

16. Intellectual Property

All intellectual property rights, whether registered or unregistered, including but not limited to trademarks, service marks, trade names, logos, software, APIs, user interfaces, content, documentation, and all associated technology and material made available by PAY1 in connection with the Services, shall remain the sole and exclusive property of PAY1. The Retailer is granted only a limited, non-exclusive, non-transferable, and revocable right to use the PAY1 platform and associated materials strictly for the purpose of availing the Services in accordance with the terms of this Agreement. The Retailer shall not reproduce, copy, modify, create derivative works from, reverse engineer, decompile, sublicense, assign, or otherwise exploit any part of the PAY1 platform, software, or brand without prior written consent. Unauthorized use or infringement shall constitute a material breach of this Agreement and may result in immediate termination of access and legal action.

17. Confidentiality and Data Protection

The Retailer acknowledges that, in the course of availing the Services, it may receive or have access to confidential and proprietary information of PAY1, including trade secrets, internal processes, platform architecture, business methods, customer data, transaction records, and commercial terms. The Retailer shall maintain the strict confidentiality of all such information and shall not disclose, disseminate, use, or allow access to it for any purpose other than performance of its obligations under this Agreement. The Retailer shall implement adequate safeguards to prevent unauthorized use or disclosure and comply with applicable data protection laws in handling any customer-related information. Sensitive payment data such as card details, PINs, passwords, or OTPs must not be stored or processed by the Retailer. Any breach of confidentiality or misuse of data shall entitle PAY1 to suspend or terminate access and seek legal remedies including damages and injunctive relief. The Retailer hereby consents to the sharing of personal information with statutory/regulatory/law enforcement authorities and acknowledges that PAY1 may use Retailer's information subject to the Privacy Policy.

18. Audit and Inspection

PAY1, or any authorized person or agency, shall have the right to audit, inspect, or examine the Retailer's operations, systems, documents, transaction records, and relevant information at any time, with or without notice, to ensure compliance with this Agreement, applicable laws, and PAY1's internal policies. The Retailer shall provide full cooperation, immediate access, and prompt responses to any queries during the audit or inspection. Non-cooperation or obstruction shall be treated as a material breach. PAY1 shall also have the right to share audit findings and other relevant information with its banking or regulatory partners for compliance or reporting purposes.

19. Dispute Resolution and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India. In case of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties shall first attempt to resolve the dispute amicably through mutual discussion within thirty (30) days of written notice. If unresolved, the dispute shall be subject to the exclusive jurisdiction of the courts at Mumbai, Maharashtra, to which the Parties irrevocably submit. The Parties waive any objections based on forum non conveniens or similar doctrines.

20. General Provisions

a) This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes all prior agreements or understandings;

b) No amendment or waiver shall be valid unless made in writing and signed by both Parties. PAY1 may update operational guidelines through notices on its platform or electronically;

c) The Retailer shall not assign its rights or obligations without prior written consent from PAY1. PAY1 may assign this Agreement to its affiliates, group companies, or successors without needing consent;

d) No failure or delay by PAY1 in exercising any rights shall be construed as a waiver;

e) If any provision is found invalid, the remainder shall remain in full force and effect;

f) Notices shall be served via hand delivery, registered post, courier, or email, as specified at the time of registration;

g) Neither Party shall be liable for failure or delay caused by force majeure events;

h) Nothing herein shall constitute an agency, partnership, employment, or fiduciary relationship;

i) Provisions relating to indemnity, confidentiality, intellectual property, liability, and dispute resolution shall survive termination of this Agreement.

21. Grievance Redressal and Grievance Officer

In accordance with the Information Technology Act, 2000, and the rules made thereunder, the Retailer may address any grievances related to the Services by writing to the Grievance Officer at dispute@pay1.in. The Retailer further undertakes to inform Customers about the Customer Grievance Policy and any updates or changes thereto as communicated by PAY1 from time to time. The Retailer shall display relevant customer grievance redressal details prominently at its Merchant Point Location and shall extend necessary assistance to Customers for grievance resolution.

22. Acceptance of Terms

By accessing, browsing, or using the PAY1 platform, you expressly acknowledge that you have read, understood, and agreed to be bound by these Terms and Conditions, along with any amendments or modifications published by PAY1 from time to time. Continued use of the platform shall constitute your conclusive acceptance of the updated Terms.