CCAvenue

The Online Registration Form, privacy policy and the Terms and Conditions mentioned herein shall be collectively termed as an "Agreement". This Agreement is a legal document between the Sub Merchant (as defined below)/ You and Avenues World FZ LLC ("CCAvenue", "we", "our" or "us") governing the Sub Merchant's relationship with CCAvenue. CCAvenue and Sub Merchant are hereinafter individually referred as "Party" and collectively referred to as "Parties".

This agreement shall govern the terms of use of CCAvenue Online Payment Gateway Solutions ("CCAvenue services") and collecting and transfer of amount collected through online payments received through CCAvenue service.

The Sub- Merchant has expressly accepted and agreed to be bound by the terms and conditions by signing up with CCAvenue or by Clicking The Acceptance Button or Installing Any Part of The Service whichever earlier. In the event that the parties have agreed in writing that other terms and conditions shall apply, the latter terms and conditions shall apply only for the specific arrangements for which they have been agreed.

The Agreement shall be deemed to have been formed at CCAvenue's administrative office at Dubai Internet City, Building # 17, Level 2, Office# 253, Opp. DIC Metro Station (seaside),P.O. Box 500416, Dubai, United Arab Emirates. We reserve the right, at our sole discretion to modify the terms of this Agreement at any time without any prior written notice to you. Any modifications will be effective immediately upon the date of posting of the modified Terms and Conditions on our website and you hereby waive any right to receive additional notice of such changes or modifications. Your continued use of Services following the posting of changes will mean that you accept and agree to the modified terms and conditions; therefore it is your responsibility to review these Terms and conditions, policies and guidelines as mentioned herein. If you do not agree to the amended/revised terms, you must stop using the Services. Any use of the Services in violation of these Terms and Conditions may result in among other things termination or suspension of your right to use the Services. When you use Services provided by us, you will be subject to rules, guidelines, policies, terms, and conditions applicable to such Services, as may be modified from time to time and they shall be deemed to be incorporated into this Agreement and shall be considered as part and parcel of this Agreement. You are solely responsible for understanding and complying with any and all laws, rules and regulations that may be applicable to you in connection with your use of the Services.

This Agreement is an electronic record in terms of applicable Laws of UAE and its subsequent amendments. This agreement is system generated and does not require a physical or digital signature. This agreement is governed by the Laws of UAE and rules and guidelines set by Central Bank of UAE, Financial institutes, Card Companies from time to time.

This Agreement shall be binding on CCAvenue and You from the date of signing up CCAvenue. You must forward all the requisite documents to CCAvenue for processing your Sub Merchant account. CCAvenue will not release any payout to you unless the entire documentation process is complete. The Sub Merchant is aware that CCAvenue is liable to comply with all the rules and guidelines set by Central Bank of UAE and other Financial Institutes, hence the Sub Merchant shall co-operate and provide all the necessary documents as and when asked by CCAvenue.

1. I. SCOPE OF SERVICE OF CCAVENUE:
   1. CCAvenue has agreed to avail the facilities offered through Internet by various Acquiring Banks, Financial Institutes, Card Companies, Payment Instrument Providers, Issuing Banks, software providers, as well as third party service providers (hereinafter referred to collectively as 'Facility Providers'). These facilities and services include the provision of net banking facilities; internet based electronic commerce, internet payment gateway and electronic software distribution services and provides authorization and settlement facilities in respect of payment instructions initiated by various Customers of the Sub Merchants on the Sub Merchant's Websites/ apps/ web links/ payment link etc. These Facility Providers allows CCAvenue to use the internet payment gateways developed by them to process all type of online Payment Instruments and all online transaction initiated by a Customer on Sub Merchant's Websites/ Apps/ Web links.
   2. CCAvenue is inter alia engaged in the business of offering e-commerce services which include bill presentments / payment and accepting instructions through the internet in respect of payments to be made by the Customers using valid Payment Instruments to purchase/ avail various Products and Services offered by Sub Merchant and accordingly transfer funds from the Customer's bank account to the Sub Merchant's bank account.
   3. For providing the above stated e-commerce services CCAvenue has signed up with Facility Providers and has requested them to accept the instructions given by Customers of Sub Merchant through a valid online Payment Instrument and support CCAvenue to facilitate the online transactions and further direct and settle the proceeds of transactions from Customer's bank account to CCAvenue's nodal bank account and in turn to the bank account of Sub Merchant.
   4. CCAvenue has also established a web-site with the domain name www.ccavenue.ae ("the CCAvenue Site") to enable its Sub Merchant to link up with various payment gateways and Facility Providers so as to enable the Sub Merchant's Customers to place Customer Orders for purchase and pay for the Products and Services through the Internet.
   5. CCAvenue is desirous of passing on all these services to its appointed Sub Merchants as more particularly hereinafter provided on the terms and conditions hereinafter appearing and subject to the Sub Merchant giving the indemnities and the declarations hereinafter contained.
   6. The Sub-Merchant shall follow the approval and registration process as per the set process of CCAvenue.
2. II. TERMS AND CONDITIONS:
   1. 1. Definitions:
      1. "Acquiring Bank" shall mean various banks and financial institutions licensed to acquire, authorize and authenticate the online payment transactions.
      2. "Agreement" shall mean this agreement, declaration and indemnity and any and all tables, schedules, appendices, annexures and exhibits attached to it or incorporated in it by reference.
      3. "Authentication" shall mean the process by which the Customer's identification is authenticated by the Card Company/ Issuing Bank / Payment Instrument Provider.
      4. "Authorization" shall mean the process hereunder by which the Issuing Bank/ Institution and/or the relevant Acquiring Banks/ Payment Instrument Provider, Card Company electronically or otherwise convey the approval of a charge on a Transaction being undertaken by a Customer on Site/ website/ app/ web link.
      5. "Business days" shall mean any day on which CCAvenue, Facility Providers are open for business in Dubai other than Friday or any day which is a public holiday in Dubai.
      6. "Card Company/ies" shall mean national or payment card networks including but not limited to Master Card, Maestro, Visa, Diners, American Express and Rupay etc. which Authenticates, Authorizes and enables card transactions.
      7. "Chargeback" shall mean any approved reversal of any online card transaction made by the Customer of Sub Merchant on account of (i) any alleged forgery of his card or other details (ii) duplicate processing of the transaction; (iii) any amount required to be refunded due to, denial of transaction by the Customer as wrongly charged payment/ extra payments and/or due to the fraudulent use/misuse of the personal and financial information of the Customer by any unauthorized person; (v) non-delivery or deficiency in the Sub Merchant's Product or Service and/or any other reason as required/approved by the concerned banks, as the case may be.
      8. "Customer" means any person holding a valid Payment Instrument and who desires to purchase Products or Services from the Sub Merchant and makes payment for the same over the Internet using a Payment Instrument.
      9. "Customer Order" shall mean an order for purchase of Products or availing of Services provided by the Sub Merchant at the Sub Merchant's Site and made by the Customer at the Sub Merchant's Site and every Customer Order shall be specifically designated by a Customer Order number on mention or use of which the details of the Customer Order could be obtained by the Customer from the Sub Merchant on-line at the Site, including without limitation details of the status of the Customer Order.
      10. "Customer Charge" means
          1. in respect to Product means the sale price of the Product purchased by the Customer plus the shipping charge (if any) and all other taxes, duties, costs, charges and expenses in respect of the Product that are to be charged to the Customer's valid Payment Instrument.
          2. In respect to Services means the sale price of the Services rendered to the Customer plus the all other taxes, duties, costs, charges and expenses in respect of the Services that are to be charged to the Customer's valid Payment Instrument.
      11. "Delivery" means,
          1. in respect of a Product, delivery of the Product by a reputed courier /parcel service to the Customer at the address specified by the Customer in this behalf, or
          2. in respect of a Service, delivery/performance of the Service, proof of which shall be submitted by the Sub Merchant to CCAvenue electronically through their ccavenue account backend to the satisfaction of CCAvenue and the Facility Providers. CCAvenue and the Facility Providers reserve the rights to call for physical Proof of Delivery in respect of a Service, delivery/performance of the Service.
      12. "Effective Date" means the date of execution of this Agreement by the Sub Merchant.
      13. "Facility Providers" means various Acquiring Banks, Financial Institutes, Card Companies, Issuing Bank/ Institutions, Payment Instrument Provider, software providers, as well as third party service providers that participate in Authorization/ Authentication/ facilitation of online payments. These Facility Providers allows CCAvenue to use the internet payment gateways developed by them to process all type of online Payment Instruments and all online transaction initiated by a Customer on Sub Merchant's Site.
      14. "Financial Institutes" means all bank and non-banking financial institutes or any financial institute other than Acquiring Banks, Card Companies and Payment Instrument Providers that are authorized to issue a valid online Payment Instruments and/or to participate as facilitator of an online transaction.
      15. "Issuing Bank/ Institution" in respect of a Customer, means the bank or institution which has issued the valid card and/or any other Payment Instrument to the Customer with which Customer makes the payment for the Products / Services.
      16. "Payment Instrument/s" means a valid Payment Instruments physical or virtual issued by an authorized Card Company, Financial Institute and any other Payment Instrument Providers that are authorized to issue valid card and/or any other Payment Instrument to the Customer which enables the Customer to initiate and complete an online transaction to purchase/ avail Products and Services of Sub Merchant.
      17. "Payment Instrument Provider" shall mean any legal entity authorized to issue online Payment Instruments such as wallet, prepaid cards etc. including Issuing Bank/Institution. The term Payment Instrument Provider does not include Card Companies, Acquiring Banks and Financial Institutes.
      18. "Product" means a tangible product that is manufactured or distributed by the Sub merchant and that is purchased by the Customer, the payment for which is to be made on the Customer's valid Payment Instrument.
      19. "Proof of Delivery" shall mean
          1. In respect of Product, sufficient legitimate records evidencing Delivery of the Product to the Customer (i.e. charge slips bills etc.) All proof of delivery of Products shall be maintained by the Sub Merchant for a period of at least one year from the date of delivery by the Sub Merchant and shall be open to inspection by CCAvenue and the Facility Providers at any time whatsoever.
          2. In respect of Service, sufficient legitimate records evidencing receipt of the Service to the Customer (i.e. Invoice, bills, etc.) All proof of delivery of Services shall be maintained by the Sub Merchant for a period of at least one year from the date of delivery by the Sub Merchant and shall be open to inspection by CCAvenue and the Facility Providers at any time whatsoever.
      20. "Payment Mechanism" means the entire processing and facilitation of online payments by CCAvenue with help of the services of Facility Providers, mechanism through the Internet utilizing the internet banking facility; internet based electronic commerce, internet payment gateway of various Facility Providers and through such other modes and mechanisms of payment and delivery as may be notified by CCAvenue from time to time.
      21. "Refund" shall mean a refund issued by the Sub Merchant through ccavenue merchant panel provided by CCAvenue to the Sub Merchant.
      22. "Service" means tangible or intangible services provided to the Customer by the Sub Merchant the payment for which is to be made on the Customer's valid Payment Instrument.
      23. "Transaction Discount Rate" ("TDR") means, the non-refundable rate charged to the Sub Merchant by CCAvenue on the transaction amount processed through CCAvenue and / or the Facility Providers, payment gateway system and it includes the Merchant Discount Rate as notified by the Central Bank of UAE, the Facility Providers from time to time and the processing and other charges charged by CCAvenue as its service charges from time to time. The Transaction Discount Rate is exclusive of any Taxes. Transaction Discount Rate applicable to this agreement is accepted by both the Parties by way of a written electronic communication. However, the Transaction Discount Rate may be revised quarterly by CCAvenue, and CCAvenue will advise the Sub Merchant of any such change not less than 7 days in advance of its effectiveness.
      24. "Transaction" means every Customer Order that result in the Delivery by the Sub Merchant to the Customer of the Product(s) / Services in respect of which the Customer Order was placed by Customer on Sub Merchant's Website processed by CCAvenue's Payment Mechanism successfully.
      25. "CCAvenues Website/ Site" shall mean the web-site with the domain name "https://www.ccavenue.com/" established by CCAvenue for the purposes of enabling on-line trading instructions by the Customers of the Sub Merchant to CCAvenue.
      26. "Sub Merchant's Website/ Site" shall mean the web-site/ mobile app/ web link/ payment link established by the Sub Merchant for the purposes of enabling its Customers to place Customer Order for purchase of Products And Services through the Internet.
   2. 2. Term; Non-Exclusive:
      1. Term: This Agreement shall become effective on the Effective Date and shall remain in full force until a notice of termination by CCAvenue or the Sub Merchant is given or until terminated under other provisions of this Agreement.
      2. Non-exclusive: Nothing in this Agreement shall prohibit CCAvenue from furnishing the services similar to those provided under this Agreement to others, including competitors of the Sub Merchant.
   3. 3. Payment Terms:
      1. Subject to the terms of this Agreement, CCAvenue will send to Sub Merchant's bank account Customer Charge from Transactions taking place on Sub Merchant's Site using the Payment Mechanism of CCAvenue, minus any fees including TDR as mentioned in Annexure A, invalidated payments, Chargebacks, Refunds or any refund processing charges, bank fees or penalty by banks for excessive Chargebacks or Refunds, applicable taxes, any excess amount paid to Sub Merchant and other amounts that the Sub Merchant owe to CCAvenue under this Agreement. If there are insufficient funds available in Sub Merchant's account, CCAvenue shall claim from the Sub Merchant such amount to the extent the funds are insufficient; which the Sub Merchant on receipt of the claim undertakes forthwith to pay to CCAvenue without any delay.
      2. Rejection of Payment
         CCAvenue and the Facility Providers may reject payment in respect of Customer Orders where:
         1. The Sub Merchant has not obtained a necessary Authorization or CCAvenue, Facility Providers and the Acquiring Banks are entitled to reject payment in terms of clauses hereof;
         2. Any Customer Order which the Customer refuses to pay because the Product / Service was not as promised or was defective or was not delivered;
         3. The card Issuing bank advises that the card number does not match any number on file;
         4. Payment in respect of the Customer Order or the relevant instalment of the purchase price has already been made;
         5. Any Products or Services provided by the Sub Merchant using CCAvenue's Payment Mechanism without prior written approval of CCAvenue.
         6. The Customer Order was not confirmed by Sub Merchant within permissible time mentioned on the ccavenue merchant panel provided by CCAvenue from the date the Customer Order was placed;
         7. Any amount duly receivable by CCAvenue from Sub Merchant.
      3. Where CCAvenue and the Facility Providers are entitled to reject payments in respect of a Customer Order or demand a Refund, CCAvenue shall be entitled to set off and deduct from any payment due to the Sub Merchant and in doing so CCAvenue may:-
         1. debit the Sub Merchant's account held with CCAvenue, forthwith; and/or;
         2. deduct the outstanding amount from subsequent credits to the Sub Merchant's account, and/or;
         3. if there is insufficient funds available therein; claim from the Sub Merchant the amount paid to the Sub Merchant by CCAvenue in respect of the relative sales; which the Sub Merchant on receipt of the claim from CCAvenue undertakes forthwith to pay to CCAvenue, the amount of the Refund to the extent to which such funds proves inadequate;
      4. Payment of Customer Charge in respect of a Customer Order shall be made as per the TDR, other charges and payment schedule agreed by both the Parties in writing through electronic communication from time to time. The Customer charges to be paid in the in the bank account of the Sub Merchant instructed by the Sub Merchant in writing and on receipt of Proof of Delivery of the relevant Product / Service and CCAvenue will deliver its payments to the Sub Merchant as promptly after these dates as is practicable. The TDR amount charged by CCAvenue to the Sub Merchant is non-refundable; although the Sub Merchant shall be liable to pay any refund charges if it is required to be paid by the Facility Providers.
      5. Sub Merchant's Minimum Deposit Account Balance (If applicable): It is mutually agreed by the Sub Merchant and CCAvenue, that CCAvenue may retain a minimal amount "Reserve Deposit Amount" out of amounts payable to the Sub Merchant in terms of Clause 3 hereof. The Sub Merchant agrees that CCAvenue will impose Transaction Limits or additional Reserve Deposit Amounts, either temporarily or permanently, which are more restrictive than limits placed on the Sub Merchants in order to reduce CCAvenue's reasonable apprehension of risk of loss under varying circumstances.
   4. 4. Covenants and Representations of The Sub Merchant:
      1. CCAvenue and the Facility Providers shall not be a party to the Agreement or dispute between the Customer and the Sub Merchant. In the event of any dispute between the Sub Merchant and the Customer whether in relation to any deficient, improper or incomplete Product or Service provided by the Sub Merchant or otherwise, CCAvenue and the Facility Providers shall not be made a party to any litigation, arbitration or other proceeding instituted in respect of such disputes.
      2. The Sub Merchant undertakes to make timely payments of all the monies, charges, and Chargeback amounts, Refund amount duly payable to CCAvenue as and when demanded by CCAvenue. Sub Merchant also undertakes to payback any amount received in excess or erroneously from CCAvenue within 7 (Seven) days of receipt of claim from CCAvenue without any delay, demur or protest.
      3. The Sub Merchant assures and guarantees to CCAvenue and the Facility Providers that the Sub Merchant is acting in compliance with and shall at all-time act in compliance with all laws, rules and regulations, notification, and guidelines set by Central Bank of UAE / CCAvenue and the Facility Providers and further assures and guarantees that the Products And Services mentioned on CCAvenue website at link https://www.ccavenue.ae/faq_ccav.jsp (go to _ FAQ-About CCAvenue as a payment gateway - what are the businesses that are not accepted by CCAvenue) shall not be sold on the Sub Merchant's Site using services of CCAvenue. 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 UAE shall not be offered by the Sub Merchant to its Customers through the services of CCAvenue.
      4. The Sub Merchant further confirms, undertakes and assures that in the event of violation of any of the laws and standards of Central Bank of UAE, the Facility Providers and CCAvenue by the Sub Merchant AND any penalty or charge imposed by the Facility Providers on CCAvenue for any violation for any reason whatsoever, the Sub Merchant shall on receipt of the claim from CCAvenue undertakes forthwith without any demur, protest, dispute or delay, to pay to CCAvenue, the amount of the penalty / fine imposed by the Facility Providers on CCAvenue.
      5. The Sub Merchant shall not at any time require the Customer to provide the Sub Merchant with any details of the accounts held by them with the Issuing Bank Payment Instrument Provider including, the passwords, account number, card numbers and PIN which may be assigned to them by the Issuing Banks or Payment Instrument Provider from time to time.
      6. In the event of any inconsistency between any provision of this agreement and the standards set out by Facility Providers, the standards shall govern.
      7. The Sub Merchant is aware that CCAvenue and the Facility Providers are not guaranteeing any Transactions with the Customers in any manner whatsoever. The Sub Merchant assures that the Customers will place the orders themselves and agree not to place orders on behalf of Customers.
      8. The Sub Merchant shall use CCAvenue's services and other facilities offered on CCAvenue's Site only for the Sub Merchant's Site as approved by CCAvenue and for no other Site/s. The Sub Merchant shall use CCAvenue's Payment Gateway services only for selling/ providing the Products and Services as approved by CCAvenue and for no other Products or Services. In case of any deviation from the Services without prior written approval of CCAvenue, the Sub Merchant undertakes to be abiding by the decisions of CCAvenue including suspension of the pay out or refund to Customer or termination of CCAvenue services.
      9. The Sub Merchant acknowledges that the Facility Providers and CCAvenue have the right to enforce any provision of the standards and to prohibit any Sub Merchant conduct that may injure or may create a risk of injury to the Facility Providers and CCAvenue including injury to reputation, or that may adversely affect the integrity of the Facility Providers and CCAvenue's core payment systems, information or both. The Sub Merchant agrees that he will not take any action that might interfere with or prevent exercise of this right by the Facility Providers and CCAvenue.
      10. The Sub Merchant shall take all precautions as may be feasible or as may be directed by CCAvenue and the Facility Providers to ensure that there is no breach of security and that the integrity of the link between the Sub Merchant's Site, CCAvenue's Site and the Payment Mechanism is maintained at all times during the term of this Agreement. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the Sub Merchant and the Sub Merchant shall indemnify and keep indemnified CCAvenue and the Facility Providers from any loss as may be caused in this regard.
      11. The Sub Merchant herby grants to CCAvenue and the Facility providers, a non-exclusive, royalty-free, limited license to use, display and reproduce the trademarks, service marks and logos of the Sub Merchant solely in connection with the marketing of their facilities and services to the public. The Sub Merchant shall prominently display on its Website and in other online marketing materials if applicable, a statement/logo/image provided by CCAvenue and or upon instructions of Facility Provider.
      12. The Sub Merchant represent and warrant to CCAvenue and the Facility Providers that:
          1. Sub Merchant is duly organized, validly existing and in good standing under the laws of the territory in which its business is registered, and a resident of Dubai for income tax purposes;
          2. Sub Merchant has all requisite license. registrations, right, power and authority in full force to enter into this Agreement and perform its obligations and grant the rights, licenses and authorizations hereunder; and
          3. Sub Merchant and its subcontractors, agents and suppliers will comply with all applicable Laws in the performance of its obligations and exercise of the rights under this Agreement.
      13. The Sub Merchant states that the individual signing this Agreement is an authorized representative of the Sub Merchant and is thereby fully authorized to bind the Sub Merchant to contractual obligations and is authorized to provide the information and documentation submitted in connection with this agreement are complete and correct in all material respects. Sub Merchant authorizes CCAvenue to obtain and verify, and to continue to obtain and verify any information submitted by Sub Merchant any relevant information regarding principals, partners, officers or other authorised representatives of Sub Merchant and any other individuals listed on this Agreement including the individual signing below, and for CCAvenue use such information as reasonably necessary during the course of providing the services contemplated here under as well as for CCAvenue to share such information with its affiliates or as otherwise allowed by applicable law.
      14. If the Sub Merchant is going store the confidential data of customers on Sub Merchant's Site, then the Sub Merchant shall be Payment Card Industry Data Security Standard certified (PCIDSS) and shall continue to be certified as per the required regulations during the term of the agreement with respect to the security obligations pertaining to CCAvenue's Services provided by CCAvenue. The Sub Merchant hereby undertakes and agrees it shall not store any confidential information of the Customers such as card details, Customer's confidential details etc. if it is not PCI DSS certified and shall further indemnify CCAvenue in case of any claim, proceeding, loss or liability arising due to non-compliance of the same.
      15. The Sub Merchant undertakes to be abided by the Master Card Rules all the time, the detailed manual of the rules can be referred from the link: (http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf ) this link is subject to change as per the amendments made in manual of Master Card, uploaded from time to time. Important sections of the Master Card Rules that the Sub Merchant undertakes the following :
          1. On an on-going basis, the Sub Merchant to promptly provide CCAvenue with the current address of each of its offices, all "doing business as" (DBA) names used by the Sub Merchant, and a complete description of goods sold and services provided.
          2. In the event of any inconsistency between any provision of the Sub Merchant Agreement and the Standards (i.e. the Manual), the Standards (the Manual) will govern.
          3. CCAvenue may require any changes to Sub Merchant's Website or otherwise that it deems necessary or appropriate to ensure that the Sub Merchant remains in compliance with the Standards governing the use of the Marks.
          4. This Sub Merchant Agreement automatically and immediately stand terminated if the Master Card Corporation de-registers CCAvenue or if the Facility Providers ceases to be a Customer for any reason or if such Acquirer fails to have a valid License with the Corporation to use any Mark accepted by the Sub Merchant.
          5. CCAvenue may at its discretion or at the direction of its Facility Providers immediately terminate the Sub merchant Agreement for activity deemed to be fraudulent or otherwise wrongful by CCAvenue, and Facility Providers.
          6. The Sub merchant acknowledges and agrees:
             1. To comply with all applicable standards, as amended from time to time;
             2. That the Master Card Corporation is the sole and exclusive owner of the Master Card Marks;
             3. Not to contest the ownership of the Marks (of Master Card corporation ) for any reason;
             4. The Master Card Corporation may at any time, immediately and without advance notice, prohibit the Sub Merchant from using any of the Master Card Marks for any reason;
             5. The Master Card Corporation has the right to enforce any provision of the Standards and to prohibit the Sub merchant and/or its Payment Facilitator from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Master Card Corporation, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation's confidential information as defined in the Standards, or both; and
             6. The Sub Merchant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.
      16. The Sub Merchant undertakes to abide by the rules and regulations formed by the governing authority in respect of the Applicable laws and subsequent Amendments incorporated thereon.
      17. The Sub Merchant hereby undertakes that, all the representations made herein are true and valid as per law of UAE. The Sub Merchant represent that the Sub Merchant holds valid licenses, brand proofs, tie-up agreements from its business associates and the Sub Merchant is legally authorised to sale the Products And Services online through the Sub Merchant's Site.
      18. The Sub Merchant upon change in details provided under this Agreement shall provide supporting documents to CCAvenue. The Sub Merchant shall provide the KYC documents to Sub Merchant on an interval of one year.
      19. The Sub Merchant shall keep updated on its Site all the policies including but not limited to privacy policy, refund and return policies, chargeback policy (I accept policy) and other terms and conditions pertaining to the Products and Services of the Sub Merchant.
   5. 5. Data Protection:
      1. All the data processed under this agreement is subject to the data Privacy Regulations under applicable laws. Sub Merchant and CCAvenue shall be subject to and will comply with the General Data Protection Regulation (GDPR) (EU) 2016/679 as amended from time to time, and any other applicable Laws restricting collection, use, disclosure, storage, processing and free movement of personal information (collectively, the "Privacy Regulations").
      2. CCAvenue its employees, contractors or agents may, in connection with this Agreement, collect Personal Information in relation to Sub Merchant (including Sub Merchant Customers, employees and directors) CCAvenue may process, use and disclose, transfer and store the Sub Merchant's Customer's personal information for purposes connected with this Agreement and otherwise for the purposes of its legitimate business and business operations or as required by law.
      3. Insofar as information provided, or to be provided, by Sub Merchant to CCAvenue includes the Personal Information of Customers, Sub Merchant represents and warrants that it has obtained sufficient informed prior consent in writing from each Customer to whom any Personal Information relates to, in order for CCAvenue to comply with applicable data privacy regulations and which allows CCAvenue to collect, use, disclose, process, transfer and store such information for the purposes specified in this Agreement and the schedules, including in the circumstances described above, and will provide CCAvenue with such consent as and when requested by CCAvenue.
   6. 6. Fair Use of CCAvenue Services:
      1. The Sub Merchant shall use the services of CCAvenue only for the purpose of receiving online payments against the Products/ Services approved by CCAvenue. Using the services of CCAvenue for any other purpose shall entitle CCAvenue to take appropriate legal action and/or charge penalty suspend all the pay-outs to the Sub Merchant.
      2. The Sub Merchant shall not misuse the services of CCAvenue for illegal gains including but not limited to illicit use of Credit Cards.
      3. The Sub Merchant in case of any fraud or ill intentional transaction by Customer shall cooperate with CCAvenue and forward all necessary transaction and Customer details to CCAvenue at the earliest.
      4. The Sub Merchant data related to transactions taking place through CCAvenue's payment gateway services shall be stored by CCAvenue for a maximum period of one year from the date of transaction. Post completion of this one year the data will automatically get deleted from CCAvenue's database. CCAvenue shall not be liable to produce the data that is older than one year.
      5. Breach by Sub Merchant: If CCAvenue, the Facility Providers suspects on reasonable ground, that the Sub Merchant has committed a breach of this agreement or dishonestly or fraud against CCAvenue, the Facility Providers, or any Customer, CCAvenue shall be entitled to suspend all payment under this agreement to the Sub Merchant pending enquiries by CCAvenue. CCAvenue shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry. CCAvenue reserve right to charge appropriate penalty to the Sub Merchant in case of breach of terms of this agreement. CCAvenue may adjust such penalty amount from the next pay out of Customer Charge. In the event of no balance in the Sub Merchant account, the Sub Merchant shall make the payment of such penalty amount; failure to make payment of the penalty amount will attract interest over the penalty as per the prevailing interest rates. Breach by Customer: In case the Customer of Sub Merchant commits fraud against the Sub Merchant using CCAvenue's services, CCAvenue in such cases shall be entitled to suspend the pay-outs of the disputed amount till the issue is resolved between Sub Merchant and Customer. CCAvenue shall not be liable to pay any interest upon the suspended pay-outs during or after the pendency of the inquiry.
      6. Authorizations: The Sub Merchant shall obtain Authorisation from CCAvenue, before accepting any Customer Order. This process of Authorization is an automatic process that takes place in real-time.
   7. 7. Chargeback and Refund:
      1. The Sub Merchant agrees that payment made in respect of any Customer Order, in respect of which the Customer or Issuing Bank raises a claim, demand, dispute or chargeback on CCAvenue or the Facility Providers for any reason whatsoever or in case of refund initiated by the Sub Merchant shall be the financial responsibility of the Sub Merchant. The Chargeback or Refund shall be processed as per the set processes of Facility Providers and CCAvenue. Once the Chargeback is received and the Sub Merchant is ordered to make payment of the Chargeback amount or in case of Refund once the Refund requested is initiated by the Sub Merchant, the Sub Merchant shall make the payment of the Chargeback/ Refund amount as the case may be without any demur or protest, dispute or delay. The Sub Merchant agrees that it shall initiate Refund only within 90 days from the date of transaction. The Sub Merchant shall make payment of Chargeback amount within 48 hours from the time of receiving the request for making payment of Chargeback and or in case of Refund immediately at time of initiating the refund. The Sub Merchant hereby agrees that all Refunds and Chargebacks shall be the sole responsibility of the Sub Merchant and CCAvenue shall not be liable for any claims or disputes which may arise in connection with such Refunds or Chargebacks to the Sub Merchant or its Sub Merchants. The Sub Merchant agrees to indemnify CCAvenue in respect of any claims, disputes, penalties, cost and expenses arising directly or indirectly in relation Refunds or Chargebacks for all transaction initiated and instructed through the Sub Merchant's Site.
      2. If CCAvenue and/or the Facility Providers determine that the Sub Merchant and/or its business associates registered with CCAvenue are incurring an excessive amount of Chargebacks or Refunds, CCAvenue may establish controls or conditions governing the Transactions contemplated under this Agreement, including without limitation, by
         1. establishing new processing fees,
         2. by requesting a reserve in an amount reasonably determined by CCAvenue to cover anticipated Chargebacks and Refunds
         3. by asking the Sub Merchant to first make payment of the Chargeback amount / Refund amount and then only process the chargeback and refund request.
         4. delaying or suspending pay-outs to Sub Merchant,
         5. block the refund or refuse to process
         6. adjusting the Chargeback and Refund amount from the Customer Charge payable to Sub Merchant and
         7. imposing penalty amount if any charged by Facility Providers
         8. charge interest over the Chargeback and Refund amount
         9. terminating or suspending CCAvenue Services.
      3. The Sub Merchant hereby authorises CCAvenue to appropriate the Sub Merchant's current balance amounts with CCAvenue to the extent of the aforesaid Chargeback and Refund and any other moneys due to CCAvenue by the Sub Merchant in terms of this Agreement. If there is insufficient funds available therein; the Sub Merchant shall within 48 (forty eight) hours of finding out negative balance or insufficient balance in his Merchant Accounting and Reporting System (M.A.R.S) Interface and/or on receipt of the e-mail from CCAvenue and/ or claim from CCAvenue undertakes forthwith without any demur, protest, dispute or delay, to pay to CCAvenue, the amount of the Chargeback/dispute/Refund to the extent to which such funds proves inadequate. Without prejudice to any other of CCAvenue's rights and remedies, in the event that the Sub Merchant does not make any payment to CCAvenue by its due time (within 48 hours) or on demand as required under this Agreement, CCAvenue shall be entitled to charge interest on such overdue amount upon completion of the said 48 (Forty Eight) hours (as the case may be) until the date of payment in full, at the rate of 2-4 % per month, solely as per CCAvenue's discretion. It is agreed that any claim or dispute arising out of non-payment of Refund / insufficient balance shall be the absolute liability of the Sub Merchant AND the Sub Merchant hereby indemnifies CCAvenue and the Facility Providers against any claims, dispute initiated by any Customers/ Facility Provider or any third party / authority enforced on CCAvenue, Acquiring Banks/ Card Companies/ payment service provider etc. for the non-refund of such transactions.
      4. Credit Facility on Refunds: Since the Sub Merchant will not be allowed to initiate Refunds of amount greater than the balance amount held with CCAvenue; The Sub Merchant may face Refund related issues from the Customers such as, "the Refunds were blocked by CCAvenue due to insufficient or no balance amount in Sub Merchant account held with CCAvenue". In order to avoid such refund issues and to continue the smooth refund process, the Sub Merchant may avail the credit facility on refunds where in CCAvenue at its sole discretion may allow the Sub Merchant to initiate refunds of amount greater than the balance amount available with CCAvenue. This facility will allow additional time not exceeding 7 (Seven) days to the Sub Merchant to arrange for funds against refunds so initiated. To avail the credit facility the Sub Merchant shall give separate written instructions to CCAvenue, CCAvenue on its sole discretion may grant the credit facility on refund to the Sub Merchant. The Sub Merchant agree that the repayment of credit facility on refund shall be governed by all the sub clauses (i), (ii) and (iii) above and also by the special terms and conditions formed by CCAvenue for credit facility on refund.
      5. The Sub Merchant acknowledges that TDR charged by CCAvenue shall not be refunded by CCAvenue irrespective of any Chargeback or Transaction being rejected, refunded or disputed.
   8. 8. Indemnity:
      1. The Sub Merchant hereby undertakes and agrees to indemnify, defend and hold harmless CCAvenue and the Facility Providers including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
         1. Breach or non-performance by the Sub Merchant of any of its undertakings, warranties, covenants, declarations or obligations under this Agreement;
         2. Breach of confidentiality and intellectual property rights obligations by the Sub Merchant;
         3. Any claim or proceeding brought by the Customer or any third party against CCAvenue and/or the Acquiring Banks in respect of any Products or Services offered by the Sub Merchant;
         4. Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Sub Merchant, its employees, contractors, agents, Customers or any third party;
         5. Chargebacks or refunds relating to the Transactions contemplated under this Agreement; and incapacity of Sub Merchant to make payment against the chargeback/ refunds or any amount due payable to CCAvenue;
         6. Breach of law, rules regulations, legal requirements (including Central Bank of UAE regulations, Facility Providers rules) in force in Dubai and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Bank/ Institution is incorporated/registered/established; or
         7. Any fines, penalties or interest imposed directly or indirectly on CCAvenue on account of Sub Merchants or transactions conducted through the Sub Merchant under these Terms and Conditions.
      The indemnities provided herein shall survive the termination of this Agreement.
   9. 9. Warranty:
      1. CCAvenue and the Facility Providers disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Sub Merchant acknowledges that CCAvenue and the Facility Providers may not be uninterrupted or error free. The Sub Merchant also acknowledges that the services provided by the facility providers to CCAvenue which is passed on to the Sub Merchant under this agreement, can be in any event be brought to an abrupt end in any event whatsoever by the facility providers for any reason whatsoever.
      2. CCAvenues sole obligation and the Sub Merchant's sole and exclusive remedy in the event of interruption to the services or loss of use and/or access to CCAvenue's Site, and the Facility Provider's facilities, shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
      3. In case if the Sub Merchant's customer raises a claim on any of CCAvenue or the Facility Providers, the Sub Merchant shall release CCAvenue (and its officers, directors, employees, agents and affiliates) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such claims or disputes.
      4. Without prejudice to any other provisions of this Agreement, CCAvenue, and the Facility Providers shall not be liable to the Sub Merchant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with CCAvenue's Site and services, and the Facility Provider's facilities and/or this Agreement.
   10. 10. Limitation of Liability:
       CCAvenue shall not be liable for any indirect, incidental, punitive, special or consequential damages or losses (including without limitation loss of profit or revenue etc.), whether under contract or in tort, and even if the Sub Merchant had been advised of the possibility of such damage or loss. In no event CCAvenue shall be liable to the Customers or any third Party.
   11. 11. Termination:
       1. Immediate Termination:
          1. Termination for Breach: - Either Party may terminate this Agreement with immediate effect if the other Party commits any breach of the terms of this Agreement.
          2. Termination in Case of Violation of Law:- In addition to any other termination rights granted by this Agreement, the Master Merchant may terminate this Agreement immediately without liability upon verbal or written notice if (i) the Master Merchant or the Facility Providers is notified or otherwise determines in good faith that the Sub Merchant or is using the Master Merchants services and facilities in furtherance of any activity which violates any law, rule, or regulation or (ii) the Master Merchant, or the Facility Providers or any of their directors, officers, stockholders, employees or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of use of the Facility or services by the Sub Merchant. (iii) If Facility Providers de-registers the Sub Merchant.
          3. Termination for Disruption: If any program or facility used by Master Merchant to implement this Agreement is disrupted or terminated by the Facility Provider for any reason the Master Merchant may terminate this Agreement immediately.
       2. Termination by notice:- In addition to any other termination rights granted under this Agreement, either Party may terminate this Agreement on 30-days written notice to the other.
       3. Termination for non-use:- The Master Merchant may terminate this Agreement, if the Sub Merchant fails or neglects to use the facilities and services of the Master Merchant and the Acquiring Banks for a continuous period of 180 days.
       4. Withholding of charge on termination:- In the event that either of the Parties serve a notice of termination of this Agreement on the other party, the Master Merchant shall be entitled to withhold for a period of 210 days from the date of such notice, 40% of amounts payable to the Sub Merchant in terms of Clause 3 of this Agreement in respect of each Customer Charge arising after the date of such notice. In the event that the Master Merchant terminates this Agreement as a result of breach of any of the terms of this Agreement by the Sub Merchant, the Master Merchant shall be entitled to withhold for a period of 210 days from the date of such breach 100 % of amounts payable to the Sub Merchant in terms of Clause 3 of this Agreement in respect of each Customer Charge arising after the date of such breach.
   12. 12. Intellectual Property:
       Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual Property Rights therein, subject only to the rights and licenses specifically granted in writing.
   13. 13. Force Majeure:
       The Master Merchant and the Facility Providers shall not be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below) and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. "Force Majeure Event" means any event due to any cause beyond the reasonable control of the Master Merchant, and the Facility Providers , including, without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, etc.
   14. 14. Sub-ID Creation:
       In case of addition of Business Associate/s, Business Associate" shall mean entity/Merchant referred or on-boarded by the Sub Merchant as per the terms and conditions of this Agreement through a mandate letter the Sub Merchant shall give written instructions to Master Merchant in the format as specified by Master Merchant from time to time. Following terms should additionally apply to the arrangement of creating any sub- Id. The Sub Merchant will be allotted a main Merchant ID (MID) by the Master Merchant. Through this agreement the Sub Merchant will be able to enable the Business Associates to receive online payments from the end customers. For the said purpose the Master Merchant has agreed to create sub- ids for the Business Associates of the Sub Merchant. The addition of any new Business Associates shall be intimated by Sub Merchant to the Master Merchant in the format specified by Master Merchant. The Master Merchant shall make the payout of the Customer Charge after due deductions to the designated bank account of the Sub Merchant or the Business Associate as directed by the Sub Merchant in writing. The Sub Merchant will provide the necessary documents of such business associates as per the requirements of the Master Merchant. The Parties have agreed that all the terms and conditions, warranties, covenants addressed to Sub Merchant herein shall be equally applicable to the Business associates of the Sub Merchant. Any default, chargeback, refund, claim observed or received on Business Associates' MID shall be the responsibility of the Sub Merchant. The Sub Merchant here by indemnify the Master Merchant for the acts and omissions of the business Associates. To avail the facility of Sub- IDs the Sub Merchant must intimate the Master Merchant in writing, the Master Merchant reserves right to approve or reject the onboarding of Business Associate. Termination of this agreement will automatically terminate all the sub-ids.
   15. 15. General Provisions:
       1. Entire Agreement: This Agreement constitutes the entire agreement between the Master Merchant and the Sub Merchant pertaining to the subject matter hereof and supersedes in their entirety all written or oral agreements between the Parties.
       2. Relationship between Parties: The Parties to this Agreement are independent contractors and nothing in this Agreement shall make them joint ventures, partners, employees, agents or other representatives of the other Party hereto. Neither Party shall make any representation that suggests otherwise.
       3. Severability: If any provision of this Agreement is determined to be unenforceable for any reason, then the remaining provisions hereof shall remain unaffected and in full force and effect.
       4. Variations of Agreement: Both Parties hereto may amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Sub Merchant upon notification to the Sub Merchant by ordinary post and if the Sub Merchant is unwilling to accept such variation or amendment or introduction, the Sub Merchant shall notify the Master Merchant in writing by registered post within five days from the receipt of the notification by the Master Merchant.
       5. Assignment: This Agreement may not be assigned by the Sub Merchant without the prior written consent of the Master Merchant. The Master Merchant may assign all its rights, titles, benefits under this Agreement to any of its affiliates/ third party, such assignment shall apply to and bind any successor or permitted assigns of the Parties hereto.
       6. Rights And Remedies; Waiver: All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If any legal action is brought to enforce any obligations hereunder, the prevailing Party shall be entitled to receive its attorney’s, fees, court costs and other collection expenses, in addition to any other relief it may receive. If either Party fails to perform its obligations under any provision of this Agreement or the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions.
       7. Survival of Provisions: Notwithstanding any other provision to the contrary herein, terms which by their nature survive termination or expiration of this Agreement shall bind the parties following any expiration or termination of this Agreement.
       8. Liability upon Expiration: Neither Party shall be obligated to extend or renew this Agreement.
       9. Jurisdiction and Governing law: The laws of UAE only and no other nation shall govern this Agreement. The Parties agree to submit to the exclusive jurisdiction of the Courts located in Dubai, UAE as regards any claims or matters arising under or in relation to these terms and conditions.
       10. Headings and sub - headings: The headings and sub headings in this Agreement are for convenience only and do not affect the meaning of the relative section / clause.
       11. Disclosure of information: The Master Merchant will be entitled at any time to disclose information concerning the Sub Merchant to any authorised assignee, Facility Providers or to its own employees or directors basis in connection with the payment gateway mechanism facilities provided by the Master Merchant. This clause shall survive the termination of this Agreement. The Sub Merchant shall not, without the prior written consent of the Master Merchant, the Facility Providers, disclose the identity of any Customer who has entered into a Transaction or any information whatsoever relating to any Transactions to any other person or otherwise use any information acquired by it in relation to such Customers other than for the purposes of this Agreement except where (i) information already known or independently developed by the recipient prior to or independent of the disclosure; (ii) information in the public domain through no wrongful act of the recipient, (iii) information received by the recipient from a third party who was not under any legal impediment to disclose it, (iv) information required to be disclosed by any order of a court or regulatory authority of competent jurisdiction to the extent specified in the order
       12. The individual signing this Agreement certifies that he/she is an authorized principal, partner, officer, signatory or other authorized representative of Sub Merchant identified above, is thereby fully authorized and appointed by valid board resolution and/or authority letter to bind Sub Merchant to contractual obligations and is authorized to provide the information contained in this Application. The signatory of this Application also certifies that all information and documentation submitted in connection with this Application are complete and correct in all material respects. Sub Merchant authorizes Master Merchant to obtain and verify, and to continue to obtain and verify, any information submitted in this application, including banking information, financial credit, or other information about Merchant, any relevant information regarding principals, partners, officers, or other authorized representatives of Sub Merchant, and any other individuals listed on this Application, including the individual signing below, and for Master Merchant to use such information as reasonably necessary during the course of providing the services contemplated here under as well as for Master Merchant to share such information with its affiliates or as otherwise allowed by applicable law.
       13. Notices
           1. Any notice, direction or instruction given under this Agreement to CCAvenue shall be in writing and delivered by hand, post, cable, facsimile or telex to Dubai Internet City, Building # 17, Level 2, Office# 253, Opp. DIC Metro Station (seaside),P.O. Box 500416, Dubai, United Arab Emirates.
           2. Notice will be deemed given : In the case of hand delivery or registered mail or e-mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving party;
           3. Nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.
   16. 16. Arbitration:
       The parties will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement. Failing such amicable settlement the dispute shall be settled by arbitration under the London Court of International Arbitration rules to be held in the Dubai International Financial Centre and shall be referred to the sole arbitration of a person to be nominated mutually by the Parties. The language of arbitration shall be English and the arbitral award shall be final and binding on both the parties. This Agreement (including its jurisdiction clause) shall be governed by, construed and take effect in accordance with the laws of UAE. The courts of Dubai shall alone have jurisdiction in all matters.