super.money’s Merchant terms and conditions

SECTION 1: GENERAL TERMS AND CONDITIONS

This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021 (amended from time to time) read with Information Technology Act 2000 (amended from time to time) and does not require any physical or digital signatures.

These Terms and Conditions (“Terms”) constitute a legal agreement between You and Scapic Innovations Private Limited (“Scapic” or “us”, or “we” or “our””).

These Terms, split across Section 1: General Terms and Conditions and Section 2: Specific Terms and Conditions, govern Your access to and use of products and services offered or made available by Scapic and its Partners, (“Services”).

The Services may be offered or made available to You via our website, mobile applications, software, APIs,or other access channels (“Platform”).

“You”, “Yours”, “Yourself” or “Merchant” refers to such persons, who may be a non-registered individual or corporate body, who register for, use, or access the Platform or Services offered by Scapic either through its own or through its partners.

Unless a separate agreement is signed with You, these Terms shall apply to your use of the Services and You agree to be bound by these Terms, and any other policy applicable to the Services received via the Platform. Scapic reserves the right to amend or otherwise modify the Terms at any time by posting an updated version on the website. The updated Terms shall take effect immediately upon posting. It is Your responsibility to review these Terms periodically for updates/amendments. Your continued use of the Services will be Your agreement to abide by the amended Terms.

If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate the use of the Services.

We may require You to agree to additional terms in connection with specific Services, provided either by Scapic, that You may avail from time to time. You agree to be bound by supplemental terms of any specific Service that You access or use via our Platform and/or are available by hyperlink on our Platform. We may ask You to agree to those supplemental terms by way of ‘acceptance’. Should You choose to avail any specific Service, You may be required to complete forms and provide additional data/information.

You consent to our storage and use of the data you provide during initial signup and future Service registrations. You also agree that we can use this data to automatically fill in forms for registering for specific Services. You understand and agree that we have the right to verify and re-verify the information you provide for any specific Service. Your ability to use a specific service depends on our successful registration or onboarding process for that service. Service-specific terms will override these general terms if there's a conflict.

PROPRIETARY RIGHTS

We (which may include our licensors) remain the sole owner of all right, title and interest in the Services, including the Platform and the website www.super.money (“website”), including any intellectual property rights which subsist in the Services (whether registered or not).

Scapic gives you a personal, non-exclusive, non-transferable, and limited right to use the Services solely for your internal business purposes. You cannot remove, hide, or change any proprietary rights notices, including trademark and copyright notices that are attached to or included in the Services. All rights not granted under the Terms are reserved by Scapic. Scapic and its licensors retain all rights to trademarks, trade names, service marks, logos, domain names, and other distinctive brand features owned or used by Scapic during business. You cannot use any of Scapic's marks without explicit consent. You cannot download, copy, create derivative works, modify, reverse engineer, reverse assemble, transmit, or attempt to discover source code. You also cannot sell, assign, sublicense, grant a security interest in, or transfer any right in the Services or marks. You acknowledge that the Services may contain confidential information and you cannot disclose it without Scapic's prior written consent.

You grant Scapic, its Affiliates, and third-party service providers a royalty-free, non-exclusive, irrevocable, transferable, and sub-licensable license to use: your data, your customer’s data, information, content, trademarks, logos, and any other materials/information you upload or make available to us or on the Platform and during the Course of the Services (“Your materials”). You agree that Scapic may use Your materials to operate and improve the Platform, provide the Services, and fulfill Scapic’s rights and discharge its obligations under the Terms. You also agree that Scapic may use Your materials in its marketing and promotional materials without requiring any additional consent from You. Additionally, you agree that Scapic may conduct analytics on Your materials and retain ownership of the results or reports derived from such data, which shall be in aggregated and anonymized form for its business purposes and in accordance with Applicable Laws. You shall indemnify and hold harmless Scapic, its Affiliates, and its service providers on demand against all claims and losses arising out of or in connection with our use of Your Materials in accordance with this clause.

USE OF PLATFORM AND SERVICES

If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or Scapic has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Scapic shall have the right to immediately suspend or terminate Your account and/or refuse any and all current or future use of the Platform or Services, or any portion thereof, in connection thereto.

You are responsible for understanding and complying with all Applicable Laws related to your business and use of the Platform or Services. These include, but are not limited to, the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, and KYC Guidelines issued by the RBI as may be amended from time to time.

You acknowledge and agree that Scapic may undertake due diligence measures and seek information required for KYC purposes, which you are obliged to give in accordance with Applicable Laws. Scapic may also undertake enhanced due diligence measures (including any documentation) to satisfy itself relating to due diligence requirements in line with the requirements and obligations under Applicable Laws.

You agree and authorize Scapic to share your information with its partner banks, financial institutions, group companies, affiliates, vendors, service providers, and other third parties as necessary to provide the Services. You also consent to receiving communications via email, telephone, and/or SMS from Scapic or these third parties. If you request to opt out of receiving such communications or marketing materials in the future, this request will only apply prospectively and will not affect data that has already been shared by Scapic with your prior consent.

By using our Services, you agree that we may show you and your end users offers, promotions, and other content from our partners, affiliates, and third parties. These may be personalized based on provided information, including past activity on our Platform or usage of our Services. We may use data, including personal data, that you or your end users submit to personalize and optimize these offers to ensure they are relevant and valuable. We do not guarantee the accuracy or quality of any offers, and they may have additional terms and conditions. Engaging with these offers is at your discretion.

Scapic shall have the right to demand from You, any (i) additional KYC Documents and /or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and / or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Partners. Your failure to submit the KYC Documents when requisitioned shall entitle Scapic to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Scapic.

You agree that Scapic 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 Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Scapic against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.

You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Platform and/or Services.

You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Platform.

You acknowledge that the Services are of complex nature and require the intervention of the Partners. You acknowledge and agree that Scapic shall only be liable for acts or omissions which are solely and directly attributable to Scapic.

Upon request, you will promptly provide Scapic, its auditors, Partners, governmental authorities, or law enforcement agencies with documentation relevant to the Services including your end user transactions. These records must be retained for 10 years in accordance with law. Scapic, Partners, governmental agencies, and law enforcement agencies have the right to audit and inspect these records at any time without notice. You will cooperate fully with Scapic, its auditors, Partners, governmental authorities, or law enforcement agencies for any audit, inspection, or other request.

YOUR OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

You are legally incorporated or established under the laws of your jurisdiction and have the authority to own and operate your business.

You have the legal capacity to enter into, exercise your rights under, and perform your obligations under these Terms.

The execution, delivery, and performance of these Terms have been authorized by all necessary corporate actions, including board resolutions, power of attorney, or a letter of authority to bind your business.

You have accepted these Terms, which are legally binding and enforceable.

Your use of the Platform and Services and the sale of your products/services are solely for your legitimate business activities, complying with Applicable Laws and Scapic's instructions.

Your use of the Services aligns with the categories you registered for when entering these Terms, as shown on your onboarding form or as otherwise approved in writing by Scapic.

You will not resell, assign, or allow third parties, including your affiliates, to use the Services.

Your use of the Services does not facilitate any unlawful, illegal, unauthorized activity, or activity carried out with the intent to defraud or that could result in unjust enrichment or unlawful gain.

Your use of the Services does not facilitate the offer, sale, or purchase of prohibited products and/or services specified under these Terms

You hold express informed consent of Your customers to share customers’ information, including personal data, with Scapic and its affiliates (i) in connection with provision of Services to You and other users of the Platform or Services, (ii) for the purposes of sharing such information with governmental authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 91 of CrPC.

You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Scapic or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Scapic or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Scapic or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.

When a customer purchases goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Scapic as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify Scapic for such liability or losses.

DISCLAIMER OF WARRANTY

To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an “as is” basis. You acknowledge that Scapic does not warrant that the Service(s) will be uninterrupted or error free or fit for Your specific business purposes

PAYMENT

Applicable fees for the provision of Services shall be levied by Scapic from time to time in accordance with the relevant onboarding forms executed by You.

Fees are exclusive of applicable taxes and Scapic will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.

We will raise monthly invoices in respect of fees charged for Services provided during such month. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to us via a notice no later than ten (10) days from the date of the invoice. Scapic shall use good faith efforts to reconcile any reasonably disputed amounts

[TAXES]

INDEMNITY

You agree to indemnify and hold Scapic (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Platform or any disputes between You and any third party. The covenants of indemnity set forth herein shall survive and continue even after the termination of Your use of the Services.

LIMITATION OF LIABILITY

Scapic (including its officers, directors, employees, representatives, affiliates, service provider and partners) will not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Platform), or (ii) any use of the Platform or Services or content therein, or (iii) the performance or non-performance by us or any partner, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Platform or Services or Your use of any content therein.

Notwithstanding anything under these Terms, Scapic's aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. Scapic's liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third party providers.

FORCE MAJEURE

If performance of Services/Platform by Scapic is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Scapic, then Scapic shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Scapic of its obligations herein or incur any legal liability on Scapic.

ANTI-MONEY LAUNDERING

You will fully comply with all applicable laws and regulations including but not limited to anti-money laundering (including know your customer and customer due-diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). You will not engage in a transaction pursuant to this Terms that will cause the other party to violate such laws and regulations.

You warrants and represents that during the course of the Services, You fully comply with all laws and regulations applicable to these Terms, including but not limited to anti-money laundering (including know your customer and customer due diligence), and economic sanctions laws and regulations. You will not engage in a transaction pursuant to this Terms that will cause anyone to violate such anti-money laundering or economic sanctions laws and regulations.

WAIVER

Scapic shall not be deemed to have waived any right or provision of these Terms unless such waiver is made in writing. A waiver of any term or condition of these Terms shall not be deemed a waiver of any other term or condition, nor shall it be a continuing waiver.

ADDITIONAL TERMS

You shall not assign or otherwise transfer Your rights or obligations under these Terms. Scapic may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches.

The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and our observance of the same. If You take any legal action relating to Your use of the Platform or these Terms, You agree to file such action only in the courts located in Bangalore, India.

In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.

Without prejudice to any other rights or remedies Scapic may have, You hereby agree and confirm that Scapic shall have the right to set-off by whatever means the whole or any part of Your liability to Scapic under these Terms (or any other agreement between You and Scapic or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and Scapic or its affiliates). You agree that Scapic may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse Scapic for the liability owed, You shall pay Scapic a sum equal to any shortfall thereof. For the purposes of this clause Scapic shall also include its Partners.

You shall not (whether on-line or otherwise): (i) describe Yourself as an agent or representative of Scapic or any Partner; (ii) make any representations to Your customer or any third party or give any warranties which may require Scapic or Partners to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party.

SUSPENSION AND TERMINATION

Notwithstanding anything to the contrary, Scapic shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following: (a) You breach any clause of these Terms. (b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services&pos; listed below.

Scapic receives instructions from its Partners or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.

Scapic or the Partners are of the opinion that there are suspicious circumstances surrounding Your activities.

Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.

You materially change the type of the products/services provided to end customers and as declared on the onboarding form, without obtaining Scapic's prior written permission to use the Services for the new or changed types of services/products, or it is discovered by Scapic that You provided substantially misleading and/or false information about Your products/services as part of the onboarding activities.

Scapic in its sole discretion determines that Your activities expose Scapic to risks which are unacceptable to Scapic.

Scapic in its sole discretion is required to do so due to regulatory changes impacting the Services.

These Terms are effective upon the date You first access or use the Platform or Services and continue until such access and use is terminated by You or Scapic. Unless you have a separate offline agreement in relation to use the Services, or any part thereof, these Terms will apply.

We may terminate these Terms or close Your Scapic account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of Scapic). Where Applicable Laws require advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.

Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that we will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.

DEFINITIONS

“Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Scapic, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.

“Applicable Laws ” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators&pos; including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their website www.npci.org.in.

“Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities.

“Customer” means the Merchant&pos;s customer who will be making payments to the Merchant in consideration for goods/services availed of by the customer from the Merchant.

“Partners” shall means banks, financial institutions, or other third parties facilitating the provisions of Services or any part thereof

“KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016 notified by Reserve Bank of India through circular no. Master Direction DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined by Scapic or the Partners. KYC means know-your-customer.

“NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement Systems Act, 2007

“OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.

LIST OF PROHIBITED PRODUCTS AND SERVICES

1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites
2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne
3. Body parts which includes organs or other body parts
4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam)
5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free
6. Child pornography which includes pornographic materials involving minors
7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms
12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items
13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes
19. Offensive goods which include literature, products or other materials that: (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; or (c) promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals
21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods toxic, flammable, and radioactive materials and substances
22. Regulated goods which includes air bags batteries containing mercury Freon or similar substances/refrigerants chemical/industrial solvents government uniforms car titles license plates police badges and law enforcement equipment lock-picking devices pesticides postage meters recalled items slot machines surveillance equipment goods regulated by government or other agency specifications
23. Securities which includes government bonds or related financial products
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products
25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products
26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments
27. Wholesale currency which includes discounted currencies or currency exchanges
28. Live animals or hides/skins/teeth, nails and other parts etc. of animals
29. Multi-level marketing collection fees
30. Matrix sites or sites using a matrix scheme approach
31. Offering work-at-home approach and/or work-at-home information with an intention to deceive
32. Drop-shipped merchandise
33. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India
34. Provision of any services that have the potential of casting the payment gateway facilitators in a poor light and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/mature content/escort services/friend finders) and thus leading to chargeback and fraud losses
35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making)
36. Businesses outrightly banned by law (e.g. betting and gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance
37. If You deal in intangible goods/ services (eg. software download/health/beauty products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or service, which in the sole opinion of either the partner bank or the acquiring bank, is detrimental to the image and interests of either of them/both of them, as communicated by either of them/both of them to You from time to time. This shall be without prejudice to any other terms and conditions mentioned in these Terms
38. Mailing lists
39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world
40. Money laundering services
41. Database providers (for tele-callers)
42. Bidding/auction houses
43. Activities prohibited by the Telecom Regulatory Authority of India
44. Any other activities prohibited by Applicable Laws
45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities)
46. Unregulated/unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.

The above list is subject to updates / changes by Scapic based on instructions received from Partners

SECTION 2

PART A: TERMS GOVERNING SUPER-PAY IN 3

Subject to Section 1: General Terms and Conditions (‘General Terms’) and these specific terms, Scapic shall facilitate PayLater on the website or mobile application operated by You (“Merchant Platform”). PayLater allows your users to avail financing facilities offered by Scapic’s Lending Partners (defined below) when making purchases for your products or services (“Merchant Offerings”). Lending Partners shall mean the Bank or Non-Banking Financial Company partners of Scapic who are authorized by the RBI to carry out lending activities in India.

By agreeing to these Terms, You, the Merchant hereby allows and acknowledges that Scapic and its Lending Partners shall have the right to provide PayLater in accordance with these Terms.

USE OF PAYLATER

For any Customers who choose to pay for products/services on the Merchant Platform using PayLater, upon sanctioning of credit by the Lending Partner to such Customer, the Lending Partner will disburse the purchase price of the product/service to the Company (“Transaction Amount”) within T+2 basis, i.e., within one day from the date of Transaction in accordance with these Terms. Transaction shall mean any commercial transaction taking place on the Platform between the Company and the End Users wherein the Product is used for the purchase of goods and/or services on the Platform.

Upon receiving intimation from Scapic T+1 day (where ‘T’ is the Business Day on which the Scapic receives cancellation intimation from the Merchant), the Loan associated with the Product purchase will be cancelled by the Lending Partner. The Merchant shall intimate Scapic of the Customer’s cancellation of the Product on T day (where ‘T’ is the Business Day on which the Merchant becomes aware of such cancellation). In the event of such cancellation, the amount to be refundable to the Lending Partners such shall be adjusted or set-off against succeeding transactions and where such set-off is not feasible, then the Merchant shall refund the Loan amount disbursed within 7 days from the date of confirmation of cancellation of the order by the Merchant.

You, the Merchant agree to Pay Scapic’s Lending Partner such amount as set out in the relevant onboarding form for each transaction processed using PayLater (“Fees”). This Fee is exclusive of GST which shall be additionally payable by You. Further, You agree and acknowledge that the Lending Partner shall deduct the Fees when settling the Transaction Amount with You in accordance with the settlement timelines set out above.

You specifically agree that the disbursal of the amount corresponding to the Transaction shall be done to the Merchant after the deduction of the Fees due to Scapic or Lending Partners.

In all scenarios, whether the cancellation is applicable or not, the Lending Partner shall retain the Fees payable by the Merchant. If the Merchant refunds the Loan amount to the Lending Partner following a Customer cancellation or if the Loan amount is adjusted in accordance with these Terms, the Lending Partner shall not be obligated to return the Fees payable/paid by the Merchant. Scapic or Lending Partner shall not bear the responsibility of recovering the Fees from the Customer.

The Merchant shall be solely responsible for refunding the entire Loan amount within the specified timeline if the Product is cancelled by the Customer in accordance with the Merchant’s cancellation and refund policy, which shall be provided to Scapic and its Lending Partners for prior review. If the cancellation period, as defined in such policy, has elapsed, the Customer’s obligation to repay the Loan to the Lending Partner shall remain binding, and the Lending Partner shall be entitled to recover the entire Loan amount directly from the Customer. The Merchant shall provide details of cancellations as required by Scapic and Lending Partner.

The Merchant shall make timely payment of the Fees or any amounts due to Scapic or its Lending Partners.

The Merchant acknowledges that Scapic is merely facilitating the Loan on the Merchant Platforms, as an intermediary and an additional payment option to the Customer and is not liable for any non-compliance with applicable law in relation to such Loan. Merely on account of the arrangement contemplated herein, it shall not be construed that Scapic is underwriting the loan arrangement between Lender and the Customers for the Loans.

The Merchant further acknowledges that once the loan is closed, the Lending Partner or Scapic shall not be responsible for anything between the Merchant and the end user of the Merchant.

The Merchant shall take all necessary steps to resolve all disputes within the Customer as soon as possible but no later than three (3) days from the date of the dispute.

The Merchant shall assist Scapic and the Lending Partners with the details of the Customers as required in relation to the purposes of the PayLater services.

ONBOARDING

In addition to the General Terms, Scapic and the Lending Partners shall have the right to seek information from You in order to enable PayLater on the Merchant Platform. The Merchant shall disclose to Scapic the nature and category of Products offered by such Merchant for which the financing option is proposed to be extended on the Merchant Platform The onboarding of the Merchant is subject to the approval of the Lending Partners which shall be issued at the sole discretion of Lending Partners. The Merchant acknowledges that Scapic and its Lending Partners reserve the right, at their sole discretion, to approve or reject the onboarding of any Merchant or the extension of financing options for any category of Products, without assigning any reason whatsoever. This decision in this regard shall be final and binding on the Merchant.

CUSTOMER CONSENT

The Merchant shall obtain necessary consents from the Customer to be re-directed to the Scapic’s Platform for further completion of the Loan process. The Merchant agrees prior to sharing any Customer Data with Scapic or its Lending Partners, it shall obtain explicit consent of the Customer for sharing and disclosing the Customer Data, in the manner as provided under applicable data protection legislations. The Merchant agrees that by sharing any Customer Data with the Lender, it shall be deemed to be representing to Scapic that the Customer consent has been obtained and all Customer Data shall be provided on an “as-is” basis as obtained from the Merchant Platform, without any modifications. The Merchant shall procure and maintain in full force and effect, prior and explicit consents from Customers with clear audit trail (in accordance with the Applicable Laws) and comply with all the Applicable Laws, in relation to collection, storage, and transfer of the Customer Data to Scapic and its Lending Partners.

TERMINATION

In addition to the General Terms, either Party shall have the right to terminate the engagement out of these Terms by providing written notice of at least 30 days to the persons set out in the relevant onboarding form.

If Scapic determines that continuing such association may harm the reputation, goodwill, or business interests of Scapic or its Lending Partners, or believes that the Merchant is in violation of Applicable Laws, regulations, or industry standards, or pose a risk of financial loss or reputational damage to Scapic or its Lending Partners, it shall have the right to terminate Your access to PayLater without prior notice. Without limiting the generality of the foregoing, this right may be exercised if the Merchant engages in fraudulent, unethical, or unlawful practices; becomes the subject of adverse publicity or disrepute that may negatively impact Scapic’s or its Lending Partner’s reputation; or consistently fails to fulfil its obligations, including non-payment of the Fees or non-compliance with the terms of these Terms.

MERCHANT’S OBLIGATIONS

The Merchant shall ensure that the relevant details as provided by Scapic or the Lending Partners and the process of application with respect to the Loan is displayed to the Customer on the Merchant Platform in the manner as approved by Scapic.

The Merchant shall provide to Scapic detailed information regarding purchases made by Customers as sought by Scapic.

In the event of any query or clarification sought by the RBI or a regulator or a law enforcement agency or the Lending Partners, in respect of any of a Customer’s transactions on the Merchant Platform, the Merchant shall promptly provide the transaction details, the relevant Customer details (on an “as-is” basis) as may be required by the Lender/RBI or any other regulator or law enforcement authority in India within mutually agreed and commercially viable duration of time

All Customer disputes pertaining to transactions on the Merchant Platforms such as non-delivery of product, defects/faulty product, cancellation of transaction by the Platform etc., shall be handled by Merchant as applicable according to the Merchant’s policies. The Lending Partners shall be responsible for all customer service issues relating to loan/credit product, adjustments, grievances, feedback and payments, as the case may be, except those arising in respect of the Merchant Platform

The Merchant shall not use, commercially exploit or sell to any person the data or information including Customer Data, unless otherwise expressly provided under these Terms. It is clarified that this clause shall apply to such information or Customer Data that is related strictly and solely collected by the Lending Partners pertaining to the Lender’s services and nothing in this clause shall apply to information or Customer Data that has been provided to Merchant by the Customer along with the Customer’s due consent to process such data. Further, nothing in this Terms shall restrict any Party from processing Customer Data in accordance with the consent of the Customer.

The Merchant shall not make any statements, promises or offers on behalf of the Lending Partners or Scapic regarding the credit facilities provided by the Lending Partners without the authorization of the Lending Partners

The Merchant shall not disparage the Scapic’s or the Lending Partner’s brand name, goodwill, reputation or otherwise make false representations on behalf of the Lending Partners or the Lending Partner’s service offerings and credit facilities.

Scapic or its Lending Partners shall not be responsible or liable for the Product purchased by the Customer from the Merchant Platform, including but not limited to its delivery, non-delivery, or any delay in delivery.

Neither Scapic or Lending Partner shall be responsible for responsible or liable for the quality, condition, defects, fitness, merchantability, or any other issues arising from the Product purchased by the Customer which shall be the responsibility of the Merchant. Any claims, disputes, or complaints related to the Product shall be resolved directly between the Customer and the Merchant, and the Lender and Service Provider shall have no obligation or liability in this regard. Notwithstanding the foregoing, the Customer’s obligation to repay the Loan to the Lender shall remain unaffected and binding.

Neither Scapic or Lending Partner shall be responsible or liable for any technical issues, failures, errors, or interruptions on the Merchant Platform, including but not limited to those that may result in Customer claims, disputes, or complaints. Any such claims shall be addressed by the Merchant, as applicable, without any recourse to the Lender or Scapic.

The Merchant shall at all times comply with Applicable Law including applicable Data Protection Legislation.

The Merchant shall only undertake the use, storage, and processing of Personal Data reasonably required in connection with the performance of its obligations under these Terms.

The Merchant shall always have appropriate technical and organizational measures in place in accordance with Applicable Laws:

• To prevent unauthorized or unlawful processing of any Personal Data;
• To protect any Personal Data against accidental loss, destruction or damage;
• To ensure the reliability of its employees/contractor/ agents having access to the Personal Data

INDEMNITY

In addition to the General Terms, The Merchant shall indemnify, defend, and hold harmless Scapic, the Lending Partners, their directors, officers, employees, representatives, (collectively, the "Indemnified Parties") from and against any and all direct damages, losses, , liabilities, penalties, claims, costs, and expenses (including reasonable attorneys' fees and litigation costs) (collectively, "Losses") solely attributable to Service Provider and arising out of or in connection with :

• Any breach of the General Terms or these specific Terms, representations, warranties, obligations by the Merchant
• Any act, omission, fraud, negligence, or wilful misconduct by the Merchant or its employees, agents, or subcontractors that results in losses to Scapic and Lending Partner.
• Any breach, non-compliance, or wrongful act by the Merchants in contravention of these Terms
• that adversely impacts Scapic or the Lending Partners, including but not limited to reputational harm, direct financial losses, or legal liabilities;
• Breach of Applicable Laws by the Merchant
• Breach of confidentiality obligations and data protection obligations under these Terms
• Any claims, disputes, or actions brought by Customers or Lending Partners that result from the Merchant’s failure to comply with its obligations under these Terms.