Merchant Agreement Form (MAF) for Cellnext cellPAY Mobile Payment Service

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

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

………………………………………………………………LIMITED/PRIVATE LIMITED, a company

incorporated under the Companies Act, 1956 and having its Registered Office at ……………… ……………
………………………………………………………………………………………………………………………………………………………
…………………………………………and place of business at …… ……………… ………………… …………………… ………
…… ……… ………………………………………………………………………………………………………………………………../ a
firm /an association of persons/ an individual having its place of business at…… …………………… ……
……………………………………………………………………………………………………………………………………………………..
[Strike off whichever is not applicable], (hereinafter referred to as “MERCHANT” which expression shall,
unless it be repugnant to the subject or context thereof, include its successors and assigns) of the OTHER
PART.

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

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

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

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

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

NOW THEREFORE in consideration of the foregoing and the mutual covenants contained herein, the
Parties hereto hereby agree as follows:

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

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

2. Scope
2.1 Merchant will use the Services of Cellnext cellPAY mobile payment platform whereby customers
of Merchant will be able to make payments to the merchant using various payment modes using
their mobile phones under this Agreement.

3. Rights & Obligations of Merchant

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

b) Merchant will promote the service through promotion, marketing & communication
through a proper medium so that customers can use cellPAY mobile payment platform to make
payments to the Merchant;

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

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

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

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

g) Merchant shall prior to accepting any instructions from the Customer ensure that
appropriate agreements have been executed with the Customer or acknowledgement(s) has
been received by the Customer in accordance with the requirements of applicable law and
regulations;

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

Confidential - Cellnext Solutions Ltd 3

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

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

j) Notwithstanding the aforesaid, Merchant assures and guarantees to Cellnext & the
payment Facility Providers the due performance of all Customer Orders for which the payment
has been transferred through the Payment Mechanism;

k) In the event of any Customer complaining of any deficiency in Service, Merchant shall
take such measures as may be required to rectify the same;

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

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

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

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

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

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

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

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

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

Confidential - Cellnext Solutions Ltd 4

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

t) Merchant shall bear and be responsible for the payment of all relevant taxes (including
any applicable withholding taxes) due upon the services related to the Customer Orders received
through cellPAY Platform.

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

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

v) Merchant shall use Cellnext’s services and other facilities offered on cellPAY only for
Merchants provided goods and/or services as mentioned herein this agreement and not for any
other purpose unless agreed otherwise by both the parties.

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

4. Rights & Obligations of Cellnext

Cellnext agrees to provide the service under this Agreement and to integrate with Merchant so
that customers of Merchant can make payments to Merchant using cellPAY Platform. Cellnext
agrees:
a) To run cellPAY platform, and integrate the same with merchants, banks, distributors,
etc;
b) To define and implement a payment mechanism and process between merchant and
Cellnext as per Annexure - II;
c) To co-ordinate, supervise and decide upon all activities relating to the cellPAY service;
d) Cellnext shall ensure confidentiality of all information submitted by the Customers via
cellPAY. Cellnext shall ensure that there are proper encryption and security measures to prevent
any hacking of the information of the customers and other confidential data;
e) Cellnext shall ensure that necessary licenses and registrations, if any, required by
Cellnext are in full force and effect to enable Cellnext to carry on the business of mobile payment
services. Cellnext assures and guarantees to Merchant that Cellnext shall comply with the
provisions of all enactments, rules, byelaws and standards set by the statutory bodies;
f) Cellnext shall ensure that it is acting in compliance with and shall at all time act in
compliance with all laws, rules and regulations and shall at all times comply with the guidelines
set by Visa/Master Card/RBI/ Banks and payment Facility Providers;
g) Cellnext reserves the right to impose limits on the number of transactions undertaken
using a particular valid credit card and the value of a single Transaction during any time period,
and reserves the right to refuse to make payments in respect of transactions exceeding such
limit.
h) Cellnext has the right to cancel/reject a transaction or payment in respect of any order,
which purport to be a suspected fraud and therefore such transaction cannot be authorised by
Cellnext/payment facility providers. In such a case Cellnext can refund payment on the said
transaction.
i) Where Cellnext is entitled to reject/ cancel transaction or payments in respect of an order
or demand a refund, it may:
i) deduct the relevant amount from the transaction value of goods and/or services
ordered by the Customers and/or payments to be made in respect of subsequent
transaction value of goods and/or services until Cellnext has been refunded in full;

Confidential - Cellnext Solutions Ltd 5

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

5. Term & Termination

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

6. Fees & Payments

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

7. Indemnification & Limitation of Liability

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

8. Compliance with the Policies & Procedures

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

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

10. Miscellaneous
10.1 Cellnext’s relationship with Merchant will be that of an independent contractor and that of an
agent for collection & receipt of mobile payments from customers on behalf of Merchant, and
nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-
employee relationship between the parties hereto or between Cellnext and Merchant’s employees.
Merchant shall have no right to obligate or bind Cellnext in any manner. The employees of the
Merchant shall not have any claim/right/benefits whatsoever against Cellnext.
10.2 Notwithstanding any other provision of this Agreement, Merchant shall have no right to use any of
Cellnext’s trademarks, service marks, or trade names in connection with any products, services,
and/or promotion without the prior written consent of Cellnext.
10.3 The Agreement shall be assigned by Cellnext whether voluntarily or involuntarily or by operation of
law, in whole or in part, to any party after discussions with Merchant hereto.
10.4 The terms and conditions and specifications of the Services under this Agreement including but
not limited to the pricing & payment terms of this Agreement may be amended, altered and/or,
modified by Cellnext at its option. Such amendment to or alteration or modification of the
Agreement shall be in writing and signed by the senior designated authorised signatory of
Cellnext.
10.5 All waivers hereunder must be made in writing, and failure at any time to require the other party's
performance of any obligation under this Agreement shall not affect the right subsequently to
require performance of that obligation. The waiver by either party of a breach of any provision
herein will not be taken or held by the other party to be a waiver or any other terms of this
Agreement or of the Agreement in its entirety. Nor shall any waiver of any incident of breach or
default constitute a continuing waiver of the same.
10.6 In the event that any or any part of the terms, conditions or provisions contained in the
Agreement shall be determined invalid, unlawful or unenforceable to any extent such term,
condition or provision shall be severed from the remaining terms, conditions and provisions that
shall continue to be valid and enforceable to the fullest extent permitted by law.
10.7 Both the parties shall not be under any liability to each other or to any other party in any way
whatsoever for the destruction, damage, delay or any other matters of the nature whatsoever
regarding force majeure events.
10.8 Any and all notices required or permitted by this Agreement shall be in writing and shall be
deemed delivered when personally delivered to the party to whom it is addressed, or in lieu of
such personal service, if sent by registered post or courier on completion of forty eight (48) hours
after deposit, postage prepaid, addressed to such party at the appropriate address set forth below
the signature block of this Agreement. Either party may change its address for the purpose of this
paragraph by giving written notice of such change to the other.
10.9 Merchant agrees that during the life of this Agreement, it will not compete with Cellnext in the
business areas of Cellnext. Merchant also agrees not to enter into any contract for similar
assignments / Agreements as per this Agreement for the Benefit of competitors of Cellnext.

Confidential - Cellnext Solutions Ltd 8

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

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

For Cellnext Solutions Limited For Merchant

____________________________
[Full Name of Merchant with stamp]

___________________________ ____________________________
By: By:

Name: Name:

Title: Title:

Witnesses:

1. 1.

2. 2.

Confidential - Cellnext Solutions Ltd 9

Annexure I
Merchant Registration Form (MRF) for Cellnext cellPAY Mobile Payment Service

(cellPAY - Direct and DSA) Executive Name:

MRF TRACKER # DATE OF MRF

DIRECT ORDER CHANNEL ORDER (DSA)

DSA DETAILS

Name of the DSA

Name of the contact person Mobile #

Designation of the contact person FAX #

Telephone Email

Website
Address

City State Postal code

MERCHANT DETAILS

Name of the Merchant

Address of the Registered Office/ Place of Business

Names of directors/proprietor

ROC Registration No/CIN PAN/TAN no

Service tax registration no

Main LOBs/objective

Description of products/services

Name of the contact person Mobile #

Designation of the contact person FAX #

Telephone Email

Website

Bank details

Bank a/c no A/c name

A/C type Bank name

Branch IFSC code (NEFT) Swift code no

Telephone no IFSC code (RTGS) Bank Transit No.

Branch address

Transaction confirmation

Via SMS Enter Mobile No

Via Email Enter Email address

Payment initiation by merchant

Enter mobile no(s)

Merchant General Configuration

Merchant short name

Merchant IVR prompt

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

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Annexure I - MRF

ORDER DETAILS

Merchant Financial Configuration

Signup chgs AMC charges Integration reqd Start date

Development charges Fixed monthly charges

Integration charges Service tax exclusive

Cheque No Amount Cheque date Bank/branch

Product configuration

Product Product short name Product IVR

Main product, if any Special instructions

Denomination configuration

Amount Service tax exclusive

Payment gateway transaction charges from merchant Absolute %age Combo

Cellnext transaction charges from merchant Absolute %age Combo

Convenience charge from customer Absolute %age Combo

Special offer/discount to customer Absolute %age Combo

PAYMENT SCHEDULE PAYMENT MECHANISM

Weekly of every week(s) Netbanking Cheque

Monthly of every month(s)

Settlement after days of transaction

Minimum amount payable (Rs) per schd

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

Signature:

Name:

Designation:

For the purpose of MRF as above:

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

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

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

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

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

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ANNEXURE – II

PAYMENT COLLECTION PROCESS & PAYMENT MECHANISM

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

Such funds collected on behalf of Merchant is kept in an Escrow Account maintained separately by
Cellnext with the Bank and amount so collected is transferred to the Merchant Bank Account
electronically via direct bank transfer, within the time frame agreed with the Merchant.

Confidential - Cellnext Solutions Ltd 11

ANNEXURE – III
CHARGEBACK POLICY

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

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

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

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

Confidential - Cellnext Solutions Ltd 12