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This Agreement (“Agreement”) is between you (“You”, “Your” or “Merchant”) and Scope Edge Connect Private Limited ("Scope Edge”) and governs Your use of LemonSwipe’s Equipment and services. These terms and conditions shall be applicable in respect of each and every transaction involving payment by means of a Valid Card.
By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using our products and/or services in any way, you agree to be bound by these terms and conditions.
1.1 “Application” means the Application Form, whether physical or digital, submitted by the Merchant and verified and accepted by Scope Edge for the purpose of availing LemonSwipe’s services.
1.2. “Card Member” or “Member” or “Customer” or “Cardholder” shall mean a person holding a Valid Card making payment using a Valid Card.
1.3. “Chargeback” means any dispute regarding a Valid Charge raised by a Cardholder with the issuing bank and or the card scheme.
1.4. “Equipment” shall mean the equipment specified in the Application as may be provided for/caused to be provided for authorization by Scope Edge to the Merchant. Equipment does not include LemonSwipe’s systems (embedded and supporting software), confidential documentation or any related and other Intellectual Property Rights supplied by Scope Edge.
1.5. “Features” means the additional services or features offered by Scope Edge through the Scope Edge Gateway including credit against authorisation (“CAT”), Mventry, ATMLe etc. on the terms and conditions more clearly specified herein.
1.6. “Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) 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).
1.7. “Merchant Discount Rate” or “MDR” means with respect to each Transaction Amount a percentage thereof as specified in the Application. Provided however that the Merchant Discount Rate may be revised from time to time by Scope Edge and Scope Edge will intimate Merchant of any such change not less than 7 days in advance of its effectiveness.
1.8. “Scope Edge Gateway” means and includes the software, applications and systems of Scope Edge and or its service providers through which a Valid Charge and payment of the Valid Charge to the Merchant is processed.
1.9. “Scope Edge Sponsor Bank” means any bank or banking entity associated with Scope Edge for providing transaction processing services to the Merchant.
1.10. “Other Equipment” means devices such as android or other cell phones, bluetooth printer etc. that may be sold by Scope Edge to the Merchant on an outright sale basis as specified in the Application.
1.11. “Support Services” shall mean transaction processing services through Scope Edge Gateway, help desk service on Scope Edge’s standard terms and conditions.
1.12. “Transaction Amount” shall mean the amount payable by the Customer using the Valid Card for the product/ service offered by the Merchant inclusive of shipping charges and other taxes, duties, cost, charges and expenses in respect of the product / service that are to be charged to the Cardholder's Valid Card.
1.13. "Transaction Receipt" means the digital receipt generated after authorisation of a Valid Charge provided to the Customer and the Merchant recording the charges and transaction details. 1.14. “Valid Card” shall mean a VISA/Mastercard/American Express/Rupay or any other debit or credit card issued as per the rules of any such card association as notified by Scope Edge from time to time bearing signature of the holder.
1.15. “Valid Charges” is a charge within the amount authorized in accordance with Clause 13 herein below, which is charged to the Card Member (i) on a Transaction Receipt acceptable to Scope Edge, bearing an imprint of a Valid Card and wherever applicable, bearing the same signature as that on the Valid Card; and (ii) using the Equipment with Transaction Receipt generated from the Equipment after swiping or dipping the Valid Card, and wherever applicable, bearing the same signature as that on the Valid Card.
2.1. Scope Edge hereby grants the right to avail the Support Services for a monthly fee as specified in the Application and the installation and delivery charges with respect to the Equipment in accordance with the terms and conditions mentioned herein. The Merchant shall also be entitled to avail various Features offered by Scope Edge on the terms and conditions prescribed herein below.
2.2. The Merchant agrees and acknowledges that Scope Edge has granted to the Merchant only a limited right to use the Equipment as per these Terms and Conditions within the territory of India and the ownership will remain with Scope Edge except in case of purchase of Equipment. Upon termination of the arrangement between the Merchant and Scope Edge, the Merchant shall be responsible to pay the price of the Equipment(s) and/or return of the functional Equipment(s) save and except where the Equipment is purchased by the Merchant.
2.3. Except as specifically provided in these Terms and Conditions, all Features provided by Scope Edge shall be subject to the standard transaction processing terms and conditions provided herein.
3.1.1. The Merchant may avail the ‘LEMONSWIPE’ feature offered by Scope Edge by paying an annual activation fees as may be prescribed by Scope Edge from time to time. By availing ‘LEMONSWIPE, the Merchant shall be entitled to provide the POS service to its Customers in accordance with these terms and conditions.
3.1.2. The Merchant shall be entitled to receive fixed commission for each LEMONSWIPE transaction which shall be credited to the Merchant along with the Valid Charges.
3.1.3. The Merchant undertakes to use the ‘LEMONSWIPE’ services for its Customers only and shall not take undue advantage of the feature by swiping or dipping their own or their relatives Valid Cards.
3.1.4. The Merchant agrees and understands that all ‘LEMONSWIPE’ transactions shall be subject to the applicable laws and shall be undertaken in accordance with the RBI guidelines as may be applicable.
3.1.5. Scope Edge reserves the right to impose limitation on the number of transactions or amounts that can be withdrawn through LEMONSWIPE using a particular Valid Card or on the Equipment.
3.1.6. The Merchant agrees and undertakes to collect all such documents from the Customers availing the POS services as may be notified by Scope Edge from time to time.
4.1. At the time of installation of the Equipment and the Features availed by the Merchant, Scope Edge’s representative may train the Merchant about the procedure for using the Equipment along with the Other Equipment and such availed Features.
4.2. To provide Support Services, the Equipment is embedded with Scope Edge’s systems and software and Scope Edge also provides confidential documentation and other Intellectual Property Rights (“Scope Edge Systems”). The Merchant agrees and acknowledges that no rights in such Scope Edge Systems are being sold by Scope Edge to the Merchant and all the right, title and interest in the such Scope Edge Systems shall at all times belong to Scope Edge. Further, no separate charges are recovered by Scope Edge from the Merchant for providing the Scope Edge Systems and Scope Edge recovers only the monthly charges for right to avail the Support Services pursuant to these terms and conditions, which cannot be provided in the absence of Scope Edge Systems. It shall further be deemed that Scope Edge has given limited license to use Equipment and the Intellectual Property Rights in the Scope Edge Systems to Merchant during the period when Scope Edge is providing Support Services to the Merchant. The Merchant agrees and acknowledges that except the rights expressly granted under these Terms and Conditions, the Merchant shall have no right in the Equipment including but not limited to the Intellectual Property Rights in or to the Equipment or the Scope Edge System.
4.3. The Merchant shall at all times during the period of use of the Equipment avail the Support Services provided by or on behalf of Scope Edge.
5.1. Scope Edge shall deliver or cause to be delivered to the Merchant, the Equipment, Other Equipment and Features (if any) together with Scope Edge Systems, at a place specified in the Application or electronically. The mode of delivery of the Equipment and Other Equipment may be affected in a manner mutually agreed between the Parties but after receipt of installation fees and delivery charges, as maybe applicable, by Scope Edge.
6.1. The Merchant shall pay the following charges to Scope Edge:
6.2. Installation charges as specified in the Application and in case the Equipment is licensed to the Merchant, cost of Equipment in case of damage or loss or non-return of Equipment upon termination of the arrangement between the Merchant and Scope Edge as specified in Clause 13.5 herein.
6.3. Repair of Equipment: Subject to these terms and conditions, charges for repair of the Equipment as may be applicable on case to case basis shall be paid by the Merchant.
6.4. Equipment Sale: Sale price of the Equipment and Other Equipment as specified by Scope Edge shall be paid by the Merchant.
6.5. Fees for use of the Features: Fee for right to use/avail each Feature shall be notified to the Merchant from time to time and may be on monthly, quarterly or annual basis.
6.6. Fees for availing Support Services: Fee for Support Services shall be paid by the Merchant on a monthly basis. However, initially fee for availing the Support Services for the period as specified in the Application shall be paid in advance and after expiry of this period, fee shall be paid on a monthly basis (refer to the Application). The Merchant agrees, acknowledges and authorises that Scope Edge shall have the right to debit the monthly fees for availing Support Services and the Features, as may be availed by the Merchant up to 7 (seven) days before the start of the billing cycle. Any delayed payments would attract interest @ 2% per annum.
6.7. Scope Edge will raise periodical invoices for recovery of various payments.
6.8. For the purpose of payment of the fees and other charges under these Terms and Conditions and/or recovery of any amounts due from the Merchant to lending entities associated with Scope Edge, the Merchant shall give his unconditional consent and authorize Scope Edge to debit Merchant's bank account through Electronic Clearing System (“ECS”) and or valid standing instructions in the manner as provided in the Application. The Merchant further authorizes Scope Edge to recover all costs and expenses in the event the payment of any amounts and other monetary obligations are not honoured on the respective due dates as per the ECS mandate and or the standing instructions. The details of Merchant's bank account through which the Merchant desires to arrange for payment to Scope Edge by means of ECS is provided in the Application. The Merchant shall provide valid standing instructions for debiting the Merchant’s account in the manner as may be required by Scope Edge from time to time.
7.1. Taxes, etc.: The Merchant shall be responsible for any applicable goods and services and similar taxes and impositions (“Taxes”) payable with respect to Other Equipment or provision of Support Services or availing any Feature or otherwise arising out of or in connection with the Application and these Terms and Conditions, whether currently applicable or made applicable in future.
7.2. Withholding: The Merchant shall be responsible to deduct the tax at source as applicable under Income Tax Act, 1961 or any other laws, rules, or regulations as may be applicable from time to time and deposit the same to the credit of the government within the respective due dates. Also the Merchant shall be responsible to submit the certificate of tax deducted or any other document evidencing deduction of tax as applicable within 30 days from the due date for submission of returns of tax deduction to the government. The duty to comply with the provisions of tax deduction solely rests upon the Merchant and Scope Edge shall not be liable for the same under any circumstances and in any manner whatsoever. Subject to this Clause 7.2, the Merchant shall make all payments of amounts/fees due under this Application to Scope Edge free and clear of, and without reduction for, any withholding taxes.
7.3. Audit: The Merchant shall keep complete and accurate records regarding (i) the Support Services provided by Scope Edge under this Application; (ii) proof of delivery of products and services supplied by the Merchant in the manner satisfactory to Scope Edge; (iii) customer identity proof; and (iv) such other information as may be required by Scope Edge from time to time or necessary for the Merchant or Scope Edge to validate the Merchant's compliance with its obligations, rights and fees owed under these the Application and Terms and Conditions. The Merchant shall provide such information to Scope Edge within three (3) days of Scope Edge written request and with not less than two (2) days’ prior notice, Scope Edge, its Sponsor Banks or their respective representatives may inspect, audit, and copy such records of the Merchant and access the Equipment, at any time during the Merchant's regular business hours.
8.1. The Merchant represents and warrants to Scope Edge that on the date hereof:
8.1.1. It is an entity duly incorporated, validly existing and in good standing under the laws of India;
8.1.2. It has all necessary power and authority to enter into this arrangement;
8.1.3. The persons signing the Application physically or digitally in the manner specified by Scope Edge on behalf of the Merchant have the authority to sign, execute and accept it on behalf of the Merchant so as to create binding obligations on the Merchant and all information provided by the Merchant pursuant to the Application and these Terms and Conditions is true and correct;
8.1.4. The execution and delivery of the Application, and the consummation of the transaction contemplated hereby, and the fulfilment of and compliance with the Terms and Conditions hereof, do not (i) violate any applicable laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations; and
8.1.5. The Application and these Terms and Conditions, whether in physical form or in electronic form, constitutes valid and legally binding obligation and will be enforceable against the Merchant in accordance with these Terms and Conditions.
8.2. The Merchant shall comply with all the applicable laws including the guidelines and standard Terms and Conditions as set out herein and such other amended guidelines and terms issued by Scope Edge from time to time and further acknowledge that Scope Edge shall not have any obligation to verify whether or not the Merchant has acted in accordance therewith.
8.3. Scope Edge reserves the right to modify, add or remove any part of these Terms and Conditions at any time without prior consent of the Merchant.
8.4. Scope Edge is not giving any warranties either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of the Equipment or Other Equipment or any Support Services or any Features provided under the Application and or these Terms and Conditions and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by Scope Edge. The Merchant's sole and exclusive remedy in the event of interruption to or loss of use and/or access to the Support Services and/ or any Feature shall be to get the Support Services and/ or Feature, as the case maybe restored from Scope Edge. Scope Edge will use reasonable endeavours, at its sole and absolute discretion which shall be final and binding on the Merchant, to restore the Support Services and/ or the Feature and/or access to the Support Services and/ or the Feature as soon as reasonably possible.
8.5. The Merchant acknowledges that it has been advised that no agent, employee or representative of Scope Edge has any authority to buy and sell or affirm or promise any representation and warranty concerning the Equipment or Other Equipment or Support Services or Features, and unless such affirmation, promise or representation and warranty is specifically set forth in these Terms and Conditions, it does not form part of the Application and or these Terms and Conditions and shall not be enforceable against Scope Edge. The Merchant acknowledges that it is cognizant of this provision and evidences its agreement to be bound thereby.
9.1. The Merchant recognizes that it may be given and have access to Confidential Information of Scope Edge. The Merchant undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of Scope Edge. The Merchant further undertakes that it shall at all times during and after termination of this Application keep the Confidential Information confidential and not disclose it to any third party. The contents of the Application shall also be kept confidential.
9.2. No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Terms and Conditions shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Merchant other than (i) as required by law or (ii) to any authority to which the Merchant is subject, without the prior written consent of Scope Edge except where such an announcement is required by reason of any of (i) or (ii) above, the Merchant shall consult with Scope Edge as to the contents of any such announcement and take into account all reasonable request of Scope Edge relating thereto.
10.1. Except for use permitted under this Application, the Merchant shall not use any Scope Edge 's trademark, service mark, trade name or logo without specific authorization to the effect. Any infringement of any Scope Edge 's Intellectual Property Rights shall be subject to legal action and damages.
10.2. The Merchant shall not to do anything whatsoever which might impair Scope Edge 's right, title or interest in or to Scope Edge 's Intellectual Property Rights and agree that the Merchant shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of Scope Edge. The Merchant shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any hardware, software or code supplied under the Application and or these Terms and Conditions including in respect of the Equipment or Other Equipment or use it to create any derivative work.
11.1. Third Party Products: the Equipment, the Other Equipment and the Features may include material which Scope Edge licenses from third parties. To the extent required by any such third party in its applicable license or resale agreement with Scope Edge, such third party shall be a direct and intended third party beneficiary of the arrangement between Scope Edge and the Merchant, insofar as it pertains to protection of Intellectual Property Rights, Disclaimer s of implied warranties, and limitations and exclusions of liability. The Merchant shall fully indemnify Scope Edge and Scope Edge Sponsor Bank and/or entity associated with Scope Edge against any third party claim alleging that its Intellectual Property Rights are infringed by the Merchant.
11.2. Protection against Unauthorized Use: The Merchant shall promptly notify Scope Edge of any unauthorized use of any Equipment, Other Equipment or Feature of which the Merchant becomes aware. In the event of any unauthorized use by any user, the Merchant shall immediately terminate and prevent further occurrences of such unauthorized use. If Scope Edge commences any legal proceeding in connection with such unauthorized use, then Scope Edge may, at Scope Edge 's option and expense, participate in or control any such proceeding. In such event, the Merchant and Scope Edge shall each provide the other with such authority, information and assistance related to such proceeding as may be reasonably necessary to safeguard Scope Edge 's interests and the Merchant's rights under these Terms and Conditions.
11.3. Server Connections: The Merchant shall reasonably maintain the Equipment, Other Equipment or the Feature such that the Merchant can get connected to Scope Edge Gateway at all times without any lags. However, if the Scope Edge Gateway fails to respond, the Merchant shall report the issue and Scope Edge will fix it as early as possible.
12.1. The Merchant hereby undertakes to honour and accept every Valid Card when properly presented as payment by Customers for all transactions. The Merchant shall not engage in such acceptance practices or procedures that discriminate against, or discourage the use of cards issued by a card scheme in favour of any other card that is also accepted by the Merchant or other payment mode accepted by the Merchant.
13.1. The Merchant shall use the Equipment, Other Equipment or the Features exclusively for the transactions with Customer during the term of the arrangement between the Merchant and Scope Edge. 13.2. Scope Edge shall be entitled to charge the Merchant for the costs of the Equipment and/or the costs of repairing the Equipment(s) in the event the Equipment(s) is/are damaged or is/are used in an improper manner by the Merchant.
13.3. Without prejudice to other provisions of this Terms and Conditions, It is hereby clarified that the right to claim warranty with respect to a Defective Equipment shall cease in the event such Equipment is tampered with or interfered in contravention to Terms and Conditions and Scope Edge shall not be liable to provide any maintenance or repair services with respect to such Equipment.
to provide any maintenance or repair services with respect to such Equipment. 13.4. The Merchant shall not permit any third party to perform any maintenance services on the Equipment(s) or effect modification or enhancement or software/engineering changes to the Equipment(s) without the prior written consent of Scope Edge.
13.5. The Merchant shall not (i) sell, assign, loan, time share, transfer, lease or otherwise cause or allow or attempt to cause or allow, any dealings with the Equipment or Feature or any encumbrance on the Equipment or the Feature to be created; (ii) remove, conceal or alter any markings, tags or plates attached to the Equipment or the Features or part of it; (iii) disallow Scope Edge 's right to access, repossess or dispose of the Equipment or the Feature pursuant to these Terms and Conditions; or (iv) otherwise to be encumbered in any way whatsoever.
13.6. The Merchant shall not: (a) permit any third party to access or use any Feature using the Merchant’s user account (other than such Merchant’s employees); (b) interfere with, disrupt, alter, translate, or modify the Features or any part thereof, or create an undue burden on the Features and/or Scope Edge networks; (d) reverse engineer, decompile, disassemble, or reverse compile any Feature; or (e) introduce software or automated agents or scripts to any Feature so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Feature or Scope Edge’s servers.
13.7. Notwithstanding anything to the contrary, Scope Edge may modify the list of Equipment as stated in Clause 13.6 including upon introduction of any new model of Equipment and shall fix the price of the same at its sole discretion which shall be payable by the Merchant in accordance with Clause 13.6 in respect of such Equipment.
13.8. The Merchant shall permit the authorized representatives of Scope Edge or Scope Edge 's authorized agent to carry out physical inspections of the Equipment (or possession of the Equipment in case of termination of the arrangement between Scope Edge and the Merchant) during business hours, with or without prior notice.
13.9. Scope Edge may seek enhancement of the Equipment for provision of additional services using the Equipment. The Merchant shall allow Scope Edge or Scope Edge 's agent to undertake such enhancements and facilitate and provide such services.
13.10. The Merchant shall make timely payment of the various charges only to the authorized representatives of Scope Edge.
13.11. The Merchant shall ensure that it displays on the Merchant's premises such notices, Disclaimer s, warranties and indemnities as Scope Edge may require from time to time in this regard. The Merchant shall at all times display on such conspicuous Scope Edge a notice stating that ‘CARDS ARE ACCEPTED HERE’ as may be provided by Scope Edge from time to time.
13.12. The Merchant shall adopt appropriate measures of privacy, which measures should clearly ensure that the privacy of its Customers is protected and no information given by such Customers shall be utilized in any manner whatsoever which could directly or indirectly result in any harm to the Customers or which would constitute a breach of such privacy.
13.13. The Merchant hereby undertakes and agrees:
13.13.1. Not to describe itself as an agent, representative, partner or employee of Scope Edge or Scope Edge Sponsor Bank and/or entity associated with Scope Edge and to ensure that its products are at all times, be marketed and/or distributed as the products marketed / sold by the Merchants. It shall also take all necessary steps and/or precautions to ensure that the products are not mistaken or misrepresented as being associated with, being sold by, marketed by or being offered for sale by Scope Edge or Scope Edge Sponsor Bank and entity associated with Scope Edge in respect of the Support Services and any ancillary matter and neither of these entities nor Scope Edge shall bear any liability in this regard.
13.13.2. Not to make any representations to its customers or any third party or give any warranties which may require Scope Edge or Scope Edge Sponsor Bank and entity associated with Scope Edge to undertake or be liable for, whether directly or indirectly, any obligation and/or responsibility to customers or any third party.
14.1. Merchant must obtain an authorization through Scope Edge Gateway for each and every charge incurred by the Card Member and shall not deliver the goods or services until authorization is received through Scope Edge Gateway. Authorization in respect of charges can be obtained by swiping or dipping the Valid Card and validating the transaction by the Customer providing their unique personal identification number (PIN) or such other details as may be necessary under applicable law or required by Scope Edge from time to time using the Equipment.
14.2. If the Merchant accepts charges without prior authorization, Scope Edge will not be responsible for any such charges or any part thereof and all such charges will be accepted only on a collection basis.
14.3. In the event of the Valid Card being an international card or card issued by American Express, the Merchant shall accept the charges only upon presentment of a valid identity proof of the Card Member and shall require the Card Member to submit a copy of the same before authorization of the charges.
14.4. Splitting of charges into two (2) or more Transaction Receipts will not be acceptable to Scope Edge.
14.5. Scope Edge reserves the right to refuse the charges if an authorization is declined. Any authorization given through the Equipment will be at Scope Edge’s absolute discretion and Scope Edge may further, in such an event, also direct the Merchant to take immediate preventive action.
14.6. In case of any disputes regarding authorizations given by Scope Edge regarding any details pertaining thereto (whether as to card number, expiry date of a Valid Card, amount, date and the time of charges, time at which authorization is given or otherwise whatsoever), the decision of Scope Edge to grant or refuse authorization and the details mentioned by Scope Edge shall be final and binding on the Merchant.
14.7. Merchant shall be responsible for verification of Card Member including the validity of the Card, identity of the person transacting with the photograph on the Valid Card (in case of photo Valid Card), ensuring that the Card Member has signed on the signature strip of the Valid Cars and verifying the signature on back panel of Valid Card with the signature of the said Card Member on the Transaction Receipt wherever applicable. In the event of mismatch of credentials, Merchant shall follow procedure as laid down by Scope Edge from time to time.
14.8. The Merchant shall not process or deposit transactions with Scope Edge for or on behalf of any third party. The Merchant will also not give cash advance by showing the transaction as a sale transaction. The Merchant shall not accept payment from a Cardholder to re-finance an existing debt.
Merchant shall not accept payment from a Cardholder to re-finance an existing debt. 14.9. Scope Edge reserves the right to discontinue the Support Service and/or terminate this Application or terminate the right to use the Equipment granted to the Merchant on any of the aforesaid grounds and recover such amounts from the Merchant in case it is exposed to losses due to Chargebacks or any other reason.
14.10. The Merchant shall refrain from indulging in any practice whereby the Merchant refuses to accept a Valid Card for payment.
15.1. The Merchant in handling transaction(s) via the Equipment and Scope Edge Gateway must ensure that the extraction of data from the Valid Card must be in the manner specified by Scope Edge (this may vary from time to time but Scope Edge will give prior notice of variation to the Merchant).
15.2. Deliver to the Cardholder a bill mentioning the Transaction Amount received from the Cardholder through the Equipment and Scope Edge Gateway.
15.3. Scope Edge reserves the right to impose limits on the number of transactions undertaken using a particular Valid Card and the value of a single transaction during any time period, and reserves the right to refuse to make payments to the Merchant in respect of transactions exceeding such limit. Scope Edge also reserves the right to fix a daily merchant limit (i.e. the amount beyond which the cards of the customers cannot be accepted in a day on the Equipment and or Scope Edge Gateway) or such other limits as may be specified by Scope Edge from time to time.
15.4. Unless otherwise permitted by applicable law or Scope Edge, the Merchant shall not require any Cardholder to pay any surcharge, to pay any part of the MDR, whether through any increase in price or otherwise, or to pay any contemporaneous finance charge in connection with the transaction in which a Valid Card is used.
16.1. In consideration of the transaction processing services the Merchant agrees to pay to Scope Edge, the Merchant Discount Rate as mentioned in the Application and any further charges as detailed in the Application and or these Terms and Conditions, which shall be deducted by Scope Edge from the amounts payable to the Merchant in respect of a Transaction Amount.
16.2. If any extra credit is given by the Merchant to the Cardholder without prior approval of Scope Edge, the Merchant shall do so at its own risk and responsibility. In such case the entire transaction would be treated as void and Scope Edge will reject payment of the same.
16.3. All applicable tax including service tax, consumption tax or value added tax whether currently in force or introduced after the effective date of the Application and any other taxes, duties, fees and charges arising out of the performance of the Application shall be borne by the Merchant.
17.1. The Merchant agrees to inform the Cardholder about its credit refund policy clearly mentioning the same in bill invoice and/ or on the website.
17.2. If in respect of any transaction, any goods/ services are not received as described, by the Cardholder or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the Cardholder or price adjustment is allowed, the Merchant shall not make a cash refund but shall provide the invoice and other relevant documents to Scope Edge for verification and investigation. The Merchant shall sign and date each invoice and other related documents to be provided to Scope Edge and include a brief description of the items concerned therein.
17.3. In the event of a refund to a Cardholder, the Merchant shall not make a cash refund to the Cardholder. The Merchant must present a credit process/ refund letter on headed stationary and signed by authorized signatory/ies or in any other manner as specified by Scope Edge from time to time. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on a card account. In the event that only Transaction Receipt are presented to Scope Edge at any time, the Merchant shall at the same time make payment of the net refund (i.e. the total refund(s) to the Cardholder(s) less the discount) to Scope Edge. The Merchant shall ensure that Scope Edge has enough funds of the Merchants to process any refund request received from the Merchant. Scope Edge shall not be liable to process any refunds request in case of insufficiency of Merchant’s funds.
17.4. The Merchant agrees and acknowledges that refunds shall not be processed by Scope Edge after a period of 180 days from the date of transaction.
17.5. The Merchant further agrees and acknowledges that, in case of any refund or chargeback, the MDR charged by Scope Edge shall not be refunded to the Merchant or the Cardholder.
17.6. In situations where there is a time gap between the sale date and the refund date, which causes a currency translation difference for transactions on foreign cards, Scope Edge will have the right to recover the equivalent INR amount pertaining to such foreign exchange currency translation differences from the Merchant, for the purpose of crediting the same to the Cardholder's Card Account.
17.7. By presentation of any transaction information (which for the purposes of these Terms and Conditions means any invoice, delivery report and/ or any information in respect of any transaction presented to Scope Edge by or on behalf of the Merchant) the Merchant warrants to and agrees with the Scope Edge and the Scope Edge Sponsor Bank:
17.7.1. that the Merchant has supplied or caused to be supplied, the goods/ and or services to which the transaction information relates and to the value stated therein and a price not greater or otherwise on terms not less favourable than the same price and terms at and on which such goods and/ or service are supplied by the Merchant for cash;
17.7.2. that no other Transaction Receipt or invoice or information shall be issued or presented in respect of the goods and/ or services to which the transaction information relates;
17.7.3. that the provision of credit for the supply of goods and/ or services to which the transaction information relates is not unlawful; and
17.7.4. that the transaction information relates to a Valid Charge and that the Merchant has complied with these Terms and Conditions.
17.8. Neither the receipt by Scope Edge of any transaction information nor any payment by or any act of omission by Scope Edge (other than an express written acknowledgement or waiver thereof by Scope Edge) shall constitute or be deemed to constitute any acknowledgement or waiver of compliance by the Merchant with any of the warranties specified in this Application.
18.1. Subject to the provision of Clauses 3.2 and 18.2 hereof, and without prejudice to the right conferred by Clause 20 hereinafter appearing, Scope Edge shall pay to the Merchant, Valid Charges specified in the Transaction Receipt received at their offices within 3 working days of receipt, in case of Visa / MasterCard or any other card association except under circumstances beyond the reasonable control of Scope Edge. Payment of such charges by Scope Edge is not to be construed or deemed to mean that the charges involved are Valid Charges. Scope Edge will be entitled, at any time to set-off and adjust outstanding of the Merchant, against all payments due to the Merchant and such set-off and/or adjustments shall be final and binding on the Merchant.
18.2. Where Scope Edge has reason to believe that any charges have been fraudulently incurred or charged either on a Valid Card or a counterfeit card or where Scope Edge has reason to investigate or cause to be investigated any charges (hereinafter referred to as “Suspect Charges”), Scope Edge shall be entitled to withhold payment (without interest) pertaining to such Suspect Charge(s).
18.3. Provided that if Scope Edge determines after due enquiry and investigation that the charge is a Valid Charge and not a Suspect Charge, Scope Edge shall release such withheld payment.
18.4. Provided further that if Scope Edge determines after due enquiry and investigation that any Suspect Charge is not a Valid Charge, Scope Edge shall be entitled not to pay the same at all to the Merchant and or deduct such amounts from any Transaction Amounts payable to the Merchant and the Merchant undertakes not to raise any claims thereto.
18.5. If Scope Edge suspects, on reasonable ground and in its sole and exclusive opinion, that the Merchant has been negligent, or has committed a breach of these Terms and Conditions or act/s of dishonesty or fraud against Scope Edge or any Cardholder, Scope Edge shall be entitled to suspend all payments under these Terms and Conditions to the Merchant pending enquiries by Scope Edge and resolution of the same to the Scope Edge's satisfaction.
18.6. The Merchant hereby acknowledges that it may enter into credit facility with various lenders whereby the repayment of loans shall be routed through Scope Edge. The Merchant hereby unconditionally authorises Scope Edge to deduct all such amounts as may be agreed between the Merchant and the lender from the net payments to be paid by Scope Edge to the Merchant.
18.7. Net payments after deducting the fees, MDR or any other amount payable by the Merchant to Scope Edge shall be made to the Merchant by Scope Edge directly into the respective account of the Merchant or by cheques.
18.8. In the event of a Customer making a purchase by a Valid Card and the customer or the bank associated with Scope Edge with whom the Customer has taken the Valid Card raises any dispute whatsoever, Scope Edge shall forthwith inform the Merchant of the same and the Merchant shall be obliged, forthwith, to refund all such amounts received without any demur or protest whatsoever. Scope Edge shall, without prejudice to its other rights, be entitled to debit the payment to be made to the Merchant and/or from any other account of the Merchant with Scope Edge and/or shall also be entitled to set-off the same from any amounts due to the Merchant by Scope Edge and make a corresponding credit to the Customer's Valid Card. If the dispute raised by the Customer is decided, to the satisfaction of Scope Edge or Scope Edge Sponsor Bank and/or entity associated with Scope Edge, in favour of the Merchant, such payment shall be forthwith returned to the Merchant without any interest after the monies have been recovered from the Customer. Scope Edge or Scope Edge Sponsor Bank shall not be liable for any delay in returning the payment to the Merchant and shall be absolved from all liabilities thereon.
18.9. In the event of a Customer making a purchase by a Valid Card and requesting Scope Edge Sponsor Bank for a refund on any grounds whatsoever, or in the event of the Customer raising any dispute in respect of the products whatsoever, Scope Edge shall forthwith inform the Merchant of the same and shall cause and the Merchant shall be obliged to, forthwith, refund all such amounts to Scope Edge and such refund shall be made in a period of not more than five (5) days. If the Merchant and the Customer are unable to arrive at a satisfactory resolution of the problem within a period of ten (10) days thereafter, Scope Edge shall be entitled to cause a direct credit to the disputing Customer's account for the disputed amount by debiting the Merchant's account. Such a debit to the Merchant's account and the direct credit to the disputing Customer's account shall not be disputed by the Merchant in any manner whatsoever. In the event of the Customer and the Merchant arriving at a settlement within the said 10 day period, Scope Edge shall cause to deal with the said moneys in accordance with the terms of the settlement arrived at. Scope Edge or Scope Edge Sponsor Bank and/or entity associated with Scope Edge shall not be liable to any Customer and the Merchant shall indemnify and keep indemnified Scope Edge and Scope Edge Sponsor Bank and/or entity associated with Scope Edge against any claims, damages, liabilities, costs, expenses, legal fees suffered by Scope Edge and Scope Edge Sponsor Bank and/or entity associated with Scope Edge in this regard.
19.1. If a SIM Card has been provided along with the Equipment or Other Equipment as specified in the Application, then the Merchant undertakes to use this SIM Card only with the Equipment or Other Equipment provided under the Application and only for the purpose of telecommunication between the Equipment and Scope Edge’s server.
20.1. The Merchant undertakes that any charges accepted by Scope Edge, which prove to be uncollectable and or are Chargebacks, shall be the exclusive financial responsibility of the Merchant. The Merchant undertakes to pay such uncollectible charges and or Chargebacks (including any processing fees or any other fees incurred by Scope Edge in respect of such uncollectible charges and/or Chargebacks) without any demur or protest.
21.1. The Merchant hereby also confirms and acknowledges that it is aware of and agrees to abide by the guidelines of the card schemes, especially the requirement of inclusion of the Merchant's name in the NMAS, if the merchant acts in contravention of the various clauses of these Terms and Conditions.
21.2. Deployment of other applications in the Equipment or Other Equipment: The Merchant shall not deploy any other payment applications in the Equipment or Other Equipment which has the capacity to capture card number or card details, except after being informed to Scope Edge in advance and concurrence thereof obtained from Scope Edge.
21.3. Compliance to Security Standards: In the interest of security of Card transactions, the Merchant shall comply with PCIDSS standards and arrange to encourage deployment of PABP compliant applications in the Equipment.
21.4. Capture only its own transactions: The Merchant shall capture only the transactions done in its establishment in the Equipment or Other Equipment deployed. On no account, shall the Merchant offer to capture the transactions done on other establishments.
21.5. In the event of any display or advertisement of any product or service or the display/ advertisement or distribution / sale of any product being, in the view of Scope Edge or any regulatory / statutory / judicial / quasi-judicial authority, contrary to any applicable law, regulation, government policy, order or guideline including all applicable foreign laws, regulations, Scope Edge shall be entitled to call upon the Merchant to cause removal or discontinuation of such display, advertisement, distribution or sale, as the case may be. The Merchant shall, on receipt of such a request, forthwith, discontinue with such practice. Provided that, in the event the Merchant satisfies Scope Edge that the same is not contrary to the aforesaid, it shall not be required to discontinue/get discontinued such practice.
21.6. Scope Edge or Scope Edge Sponsor Bank or entity associated with Scope Edge shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of the products whatsoever.
21.7. The Merchant agrees and undertakes that any and all disputes regarding quality, merchantability, non-delivery/nonfulfillment and delay in delivery / fulfilment of the products or otherwise will be dealt with by and between the Merchant and the customer directly and Scope Edge and Scope Edge Sponsor Bank or entity associated with Scope Edge shall not be made party to any such disputes. The Merchant shall hold Scope Edge including Scope Edge Sponsor Bank or entity associated with Scope Edge saved and harmless from any such actions or claims that may be initiated against it for reason thereof.
21.8. In no event shall Scope Edge be required to or deemed to establish any contract for the sale and purchase of the products with the Customer. The Merchant further undertakes to ensure that the appropriate notices and Disclaimer s are provided to the Customer informing that the Customer is purchasing the products solely from the Merchant pursuant to a sale and purchase agreement with the Merchant through the Equipment provided by Scope Edge.
21.9. Scope Edge and Scope Edge Sponsor Bank and/or entity associated with Scope Edge shall not be liable in contract, tort or otherwise for any indirect or consequential loss or damage sustained by the Merchant by any use of or reliance on the electronic communication, orders or messages including that of Support Services provided by Scope Edge to the Merchant whether with or without the utilization of any security measures, including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions, errors, inaccuracies or failures in the various communications and Scope Edge specifically excludes the same to the fullest extent permitted by law even if Scope Edge shall have been advised in advance of the possibility of such damages.
21.10. Whilst Scope Edge shall use its best endeavours to ensure that there is no breakdown/ interruption or any technical flaw in the Support Services, the Merchant shall not hold Scope Edge responsible for any breakdown / interruption or any technical flaw in the Support Services and/or any consequent delay or failure in completion of payment instructions as a consequence thereof.
22.1. In case any Valid Charges of any Card Member are required to be credited back to such Card Member in accordance with these Terms and Conditions, the Merchant will not allow such Card Member to encash any cheque and/or the Merchant will not make any cash advances and cash refunds directly to such Card Member. Further, Scope Edge will not be responsible or held liable for refund of such Valid Charges, by the Merchant directly to the Card Member. Merchant will not do cash refund for Card swiped or dipped at the establishment.
23.1. Where the Merchant proposes to change the nature of business or merchandise sold, which may result in the Merchant category to be changed in the books of the card schemes, the Equipment, Other Equipment and the Support Services shall be used only after such change is informed to Scope Edge and acceptance thereof is conveyed in writing to the Merchant.
24.1. The Merchant shall indemnify, defend, and hold Scope Edge and Scope Edge Sponsor Bank and/or entities associated with Scope Edge including its directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorneys' fees on account thereof) relating to or which may result from any:
24.1.1. Breach by the Merchant of its obligations, including but not limited to those specified in these Terms and Conditions;
24.1.2. Any injuries to persons or damage to the Equipment, including theft, resulting from Merchant's acts or omissions;
24.1.3. Any claims brought against Scope Edge arising in whole or in part out of claims brought against the Merchant involving, fraud, mishandling or misplacing Transaction Receipt during the term;
24.1.4. Any claim or proceeding brought by the customer against Scope Edge or Scope Edge Sponsor Bank and/or entitles associated with Scope Edge in respect of any products of the Merchant;
24.1.5. Claim or proceeding brought against Scope Edge or Scope Edge Sponsor Bank and/or entitles associated with Scope Edge in respect of any services or operations of the Merchant;
24.1.6. Any act of negligence or default by the Merchant or the Merchant's affiliates, agents, employees or licensees or the Merchant;
24.1.7. Any act or omission by the Merchant in respect of the sale of /payment for the products;
24.1.8. Any fines, penalties, interest on delayed payments imposed directly or indirectly on Scope Edge and/or Scope Edge Sponsor Bank and/or entities associated with Scope Edge on account of the Merchant and/or the products.
24.2. Notwithstanding anything contained in these Terms and Conditions, in no event shall Scope Edge and Scope Edge Sponsor Bank and/or entities associated with Scope Edge be directly or indirectly liable to the Merchant for any consequential, remote, direct, indirect, special, incidental or punitive loss, damages, compensation, costs, charges or expenses (including without limitation, loss of profits or revenues, loss of opportunity etc.) of any nature whatsoever by reason of termination of the arrangement between the Merchant and Scope Edge.
24.3. The Merchant shall fully indemnify and keep indemnified Scope Edge and/or Scope Edge Sponsor Bank and/or entities associated with Scope Edge from all damages, costs, legal fees, charges and expenses, and losses that Scope Edge and/or Scope Edge Sponsor Bank and/or entities associated with Scope Edge may incur as a consequence of any failure whether temporary or permanent of the Support Services (as modified from time to time) provided by Scope Edge Sponsor Bank and or any other entity associated with Scope Edge to the extent such failure results in any wrongful or incorrect payment to the Merchant. The Merchant shall also undertake to make good and reimburse Scope Edge and/or Scope Edge Sponsor Bank and/or entities associated with Scope Edge and/or the customer for any failure of the Support Services, to the extent of such failure results in any wrongful or incorrect payment to the Merchant. 24.4. In the event of Scope Edge being entitled to be indemnified pursuant to these Terms and Conditions, Scope Edge shall be entitled to accordingly and to such extent debit the payments to be made to the Merchant irrespective of any dispute that the Merchant may have in respect of such debit and shall be also entitled to collect the said money in any manner whatsoever.
25.1. This Application shall become effective on the Effective Date and shall remain in full force till either Party delivers to the other Party a written notice for termination of this Application as per provisions under this Application or if the Merchant declines to accept the Terms and Conditions electronically.
25.2. Scope Edge can terminate this Application with or without reason whatsoever by providing an advance notice of seven (7) days. The Merchant can terminate this Application with reason by providing an advance notice of thirty (30) days.
25.3. Notwithstanding the above, Scope Edge may terminate this Application with immediate effect and without notice in the event that the Merchant breaches any of the Terms and Conditions or fails to honour, observe, adhere to, abide by or comply with any directions or instruction issued by Scope Edge and/or fails to honour, observe, perform or undertake any of its obligation under the Application and or these Terms and Conditions or if the chargeback in any month crosses 0.3 % of total transaction value of that month.
25.4. If there is a breach by the Merchant of its obligations or responsibilities under this Application, then Scope Edge shall have the right to immediately suspend performance of its obligations hereunder till the time such breach is cured by the Merchant.
25.5. Where any refund claimed by Scope Edge exceeds the amount due to the Merchant, the difference thereof shall be a debt due from the Merchant to Scope Edge and be forthwith recoverable by action.
25.6. Further on termination of the arrangement between the Merchant and Scope Edge, the Merchant shall immediately on such termination return the Equipment to Scope Edge in good and working condition (save and except normal wear and tear). Merchant hereby agrees, acknowledges and authorizes Scope Edge to recover the cost of the Equipment and/or any amounts due from the Merchant to Scope Edge or entities associated with it from ECS or valid standing instructions in the event the Merchant fails to return the Equipment upon termination of the arrangement between the Merchant and Scope Edge or the Equipment returned are damaged.
26.1. In the event of the Merchant is not transacting with Scope Edge on any Card issued by a particular card scheme for a continuous period of three (3) months, Scope Edge reserves the rights to cancel the Merchant's affiliation in relation to that particular card scheme.
26.2. The Merchant hereby acknowledges that Scope Edge may from time to time procure, extract or obtain credit related information about the Merchant from various credit bureaus including but not limited to Credit Information Bureau (India) Limited (CIBIL). The Merchant hereby agrees, authorizes and permits Scope Edge to procure, extract and or obtain such information without prior intimation to the Merchant.
26.3. Merchant shall follow the processes and procedures as laid down by Scope Edge for resolving queries/issues concerning the Customer, Valid Card, the Equipment, Support Services and telecom services. Merchant acknowledges receipt of such procedures, processes and relevant contact numbers for query resolution.
26.4. If the Merchant fails to comply with these Terms and Conditions or in the event the Equipment provided by Scope Edge is damaged or stolen then the Merchant shall immediately pay the amounts mentioned in Clause 13.5, as applicable, to Scope Edge for the Equipment. Further the noncompliance of these Terms and Conditions by the Merchant shall be construed as material breach of these Terms and Conditions and without prejudice to other rights of Scope Edge under these Terms and Conditions, the Merchant shall immediately return the Equipment in working condition with all accessories and packaging on demand by Scope Edge.
27.1.Governing Law And Dispute Resolution This Application shall be governed by and construed in accordance with the laws of India. All disputes under this Application shall be referred to arbitration by sole arbitrator appointed by Scope Edge. The proceedings of such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 (as amended from time to time) and shall be held at Mumbai, India. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, competent courts in Mumbai, India shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Application.
27.2. Force Majeure Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as applicable laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc.
27.3. Documents The Merchant agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by Scope Edge at the time of submitting this Application and from time to time.
27.4. General These Terms and Conditions (along with the Application) constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between Scope Edge and the Merchant is non-exclusive and on principal to principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between the Scope Edge and the Merchant. The Merchant shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of Scope Edge to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. However any notice or communication sent by Scope Edge to the Merchant via email or message on the registered email or registered mobile number or of the Merchant or via or in - app notification shall considered a valid written notice and shall be deemed to have been duly served on the day such email, message or notification is sent. If any part of these Terms and Conditions is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Terms and Conditions, and the remaining provisions of these Terms and Conditions shall remain in full force and effect. The provisions of these Terms and Conditions which by its nature survives shall survive the termination of the arrangement between the Merchant and Scope Edge.
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