Sample - EBS Agreement

Note:
Do not Print this sheet to make an EBS Agreement.
Following sheets are only a sample which educate on what kind of appropriate information should
be updated in the original agreement printed on legal papers.

MASTER MERCHANT SERVICES AGREEMENT
This master merchant services agreement (the “Merchant Contract”) is concluded on DD/MM/YY, BY
and BETWEEN:
ABC COMPANY PRIVATE LIMITED, a company incorporated under the provisions of the
Companies Act, 1956 and having its registered office at No. XXXX, Street Name, Location Name, City
Name, PINCODE # XXXXXX.
AND
E-BILLING SOLUTIONS PRIVATE LIMITED, a company incorporated under the provisions of
the Companies Act, 1956 and having its registered office at 3rd floor, Suashish IT Park, Building B,
CTS No. 68/E, Plot No. 134(pt), Dattapada Road, Borivali (East), Mumbai- 400066; (“EBS”)
Recitals
The words beginning with a capital letter have the meaning as set out in the EBS General Terms and
Conditions (T&Cs) and the relevant annexes.

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For new EBS merchants have no contract in place:

This Merchant Contract (including all annexes) contains the entire agreement and understanding
between the parties. Unless stated otherwise, it supersedes all prior agreements, contracts or
understandings (both oral and written) previously entered into between the parties and relating to the
subject.

Therefore, the parties have agreed as
follows: SERVICES
1. Selection of Services

Merchant selects the following Services from EBS, which are described in the annexes and for which the
specificities are detailed in the Commercial Proposal (please select the box(es)):

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For new EBS merchants have no contract in place:

 Ogone Processing Services

 EBS Collecting Services
 Fraud Management Services 

Should Merchant wish to subscribe for an additional Service at a later stage, the parties will sign an
amendment to this Agreement that will include the relevant annex(es) and Commercial Proposal.

2. Merchant’s Information These are samples; please write the
appropriate sector of your business
Business of Merchant establishment:

ECOMMERCE/TRAVEL/EDUCATION/INSURANCE/RECHARGE

Website’s address (URL): ABC.COM These are samples; please write the
appropriate sector of your business

Products:
APPARALS/BOOKS/HOTEL/TELECOM/PHARMACY/MISCELLANEOUS/TICKETING/ FOOTWEAR

Page 3 of 16

FINANCIAL TERMS

1. Merchant ID / PSPID
The Merchant ID / PSPID is the user name of your relevant Merchant Account. For each Merchant
Account that is to be activated under this Merchant Contract, a Merchant ID / PSPID need to be chosen.

Initial Merchant ID / PSPID:

2. FEES
As per the agreed Commercial Proposal.

3. PAYMENT TERMS Users/technical representative:
As per the agreed Commercial Proposal

ADMINISTRATIVE DATA

Merchant Contact representative:

Name: Mr. ZZZ Name: Mr. YYY

Title: Example – Operations Manager Title: Example – Technical consultant

Address: No. XXXX, Street Name, Location Name, Address: No. XXXX, Street Name, Location Name,

City Name, PINCODE # XXXXXX. City Name, PINCODE # XXXXXX.

E-mail: [email protected] E-mail: [email protected]

Telephone: 9999999999 Telephone: 8888888888

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Invoicing information/accounting:

VAT Reg. No.: XXXXXXXXXX

Name: ABC COMPANY PRIVATE LIMITED

Address: No. XXXX, Street Name, Location Name,
City Name, PINCODE # XXXXXX.

E-mail: [email protected]

Telephone: 7777777777

CONTRACT SPECIFICATIONS

General Conditions

Merchant acknowledges having received a copy of the T&Cs governing the Service. Merchant hereby
consents unreservedly to these T&Cs being applied to the entire contractual relationship between
Merchant and EBS. All other general conditions are expressly excluded.

The T&Cs may be consulted at any time at the following address: http://ebs.in/en/index.php/ebs-
terms- conditions .
The parties have agreed to the following deviations to the T&Cs:

or NIL

Except for the change of the T&Cs governed by Article 13.8 of the T&Cs, no variation or addition to
this Agreement shall be valid unless in writing signed by a representative of each of the parties. Such
variation or addition shall only be applicable to the specific contract for which it has been agreed.

Contractual documents

The rights and obligations of the parties regarding the provision of the Service(s) by EBS are governed
by the documents below, in descending order of priority as shown:

a) This Agreement, as amended from time to time;
b) The Commercial Proposal;
c) The relevant annexes describing each Service, as amended from time to time;
d) The T&Cs; and
e) All other documents that are referred to on the Site.

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All documents aforementioned are hereinafter referred to as the Merchant Contract. In the event of any
conflict between these documents, the document of higher rank shall prevail.

Contractual term

This Agreement is entered into for a fixed term of twenty-four (24) months, with effect from the last
date of signature of the Agreement by the parties. It shall be renewed tacitly under identical terms and
conditions from year to year, until it is terminated by either party.

Termination

Termination can only take place within the strict terms of Article 11 of the T&Cs.

IN WITNESS THEREOF BOTH PARTIES DULY REPRESENTED HAVE SIGNED THE PRESENT AGREEMENT

Made in two originals,

For EBS For MERCHANT

[Name] [Name] Mr. XXXX
[Function] [Function] Authorized signatory
Date: Date: DD/MM/YYYY

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ANNEX – EBS COLLECTING SERVICES

Article 1 – Definitions

Authentication The process by which a Customer is authenticated through the Payment

Mechanism

Authorization The process of conveying, electronically or otherwise, the Payment
Method Provider or the Issuer’s approval of a charge (for a particular

transaction attempted at a particular Merchant website) on an

acceptable Valid Card and/or net-banking services and /or debit-banking

services and/or through any other mode of valid payment through various

acceptable payment processes

Authorization The system owned/operated/made available by the Payment Method

System Providers for facilitating and validating the Authorisation of online

transactions on Merchant Sites in accordance with the Payment Process

Customer Order or An order placed by a Customer for purchase of Products provided by the

Order Merchant at the Merchant Site.

Customer Charge or The sale price of the Product purchased by Customer. Price shall include

Price the shipping charge (if any), the insurance charge and all other taxes,

duties, costs, charges and expenses in respect of the Product that are to be

charged to Customer

Delivery In respect of a Product, delivery of the Product by a reputed courier

service to Customer at the address specified by Customer or

performance of the Product, as applicable; and proof of such delivery of

Product has been submitted by Merchant to EBS electronically through

their online account or otherwise to the satisfaction of EBS

Issuer / Issuing Bank The Customer bank or financial institution that has issued the Valid

Card, wallet, or account to Customer with which payment for the

Product is made

Merchant Account The Merchants receipt/payment account with EBS.

Merchant’s Site The website with the domain name as specified in the Agreement and

Established/owned or operated by Merchant for the purposes of selling

its Products through the Internet

Nodal Bank The bank appointed by EBS for settlement of funds due to Merchants

account as per the provisions of this Merchant Contract and in

accordance with RBI guidelines for payment to Merchants

Payment Method Any company offering a payment method in order to execute a payment,

Provider including in particular the acquiring banks, financial institution and, cash

card brands

Payment Process The end-to-end mechanism underlying the technical and financial

handling of a transaction

Product A tangible product that is manufactured or distributed by Merchant and

that is purchased by Customer or any service that Merchant offers to

provide on its Site, and that is availed of by Customer, the payment for

which is to be made by a Valid Card/Valid Bank Account or through any

other Payment Method

Transaction Fees Fees as defined in clause 6.1 herein.

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Valid Bank account Customer’s bank account enabled with net-banking facility to enable

Customer to transact online and issue payment instructions.

Valid Card Any valid credit, debit or cash card and/or any other card of whatsoever

nature issued in India and/or abroad:

by Issuers or Issuing Banks or any institution designated to issue a brand

approved card type, or an approved valid card duly licensed,

(ii) in compliance with the respective card scheme rules, and

valid for transacting: not listed in Visa/MasterCard’s or any other

Bank/Institution warning bulletins and other current warning

bulletins and utilized during its period of validity along with a duly

authorized, PIN or password

Valid Charge A charge and/or Authorization on a Valid Card and/or a charge

authorized in accordance with this Merchant Contract

Valid Transaction Every Order that results in the Delivery by Merchant to Customer of the

Product in respect of which Customer Order was placed

Article 2 – Description

On top of the technical services by which EBS transfers the transaction data from Merchant to Payment
Method Providers and provides in return the transaction authorization status to Merchant, EBS offers
transaction related financial services referred to as “Collecting Services”.

EBS collects funds from Customers on behalf of Merchant, pools the collected amount into the Nodal
Bank account and settles Merchant net of the so-called deductions described in clause 6.3 hereunder.

Article 3 – Merchant’s on-going representations and obligations

3.1. Merchant represents that it has the full right and/or authority to offer the Products on the Merchant’s
Site. Merchant shall use the Collecting Services through the Payment Method Provider solely for the
Merchant’s Site and the Products.

3.2. Merchant undertakes not to carry out any activity or sell any product, which is prohibited, illegal or
immoral, as is listed on the following website: http://ebs.in/en/index.php/prohibited-activities-list (as
amended from time to time).

3.3. Merchant acknowledges that the availability of the payment methods is subject to approval of the
Financial Institutions and/or Payment Method Providers based on their respective policies, rules and
regulations and/or as may be amended from time to time and may be mentioned on their respective website.

3.4. Merchant shall submit all the documents and records required by EBS and complete all other
compliance process within 90 days of the applications to EBS. Failure to comply with the above will
entail automatic cancellation of the Merchant Account. Reopening of the Merchant Account is subject to a
reactivation fee of INR 6,000.

3.5. Merchant shall comply at all times with all licenses, registrations, laws, rules and regulations as may
be applicable and/or operational guidelines/rules/circulars of statutory bodies such as Reserve Bank

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India etc., Financial Institutions and Payment Method Providers enforced for time being and/or as may
be amended from time to time.

3.6. Merchant shall ensure at all times that all its employees/personnel are bound by the terms of this
Merchant Contract and ensure their employees/personnel conduct themselves in a manner essential for the
purpose of carrying out the terms of this Merchant Contract.

3.7. Merchant shall inform EBS in writing of all changes in it, constitution, directors, partners, trustees, etc.,
listing out the names and details of the personnel in charge of the management and affairs of Merchant.
Merchant shall further inform EBS of its change of ownership or legal status or its cessation of business
not less than thirty (30) working days prior to its effective date of change/cessation.

3.8. Merchant shall honor every Valid Charge when properly presented for payment for all transactions
from Valid Card/Valid Bank account holders. Merchant shall not engage in acceptance practice or
procedures that discriminate, prefer, against or discourage the use of any of the cards of Payment Method
Providers in favor of any competing card brand. However, if Merchant intends to have special surcharge
and/or discount in respect of particular cards and/or payment methods from Customer, Merchant shall
obtain explicit prior approval from those card Issuer/Issuing Bank and/or Payment Method Providers.
Merchant shall communicate the approval to EBS prior to engaging in such practices.

3.9. Merchant shall not process any Order for which payment is to be made through a Valid Card unless
the transaction is authorized. Merchant shall obtain confirmation of Authorization from EBS before
delivery/performance of Customer Order from EBS.

3.10. Merchant shall not (whether online or otherwise):

3.10.1. Describe itself as agent or representative of EBS,
3.10.2. Make any representations to a Customer or any third party or give any warranties which may

require EBS to undertake to or be liable for, whether directly or indirectly, any
obligation to and/or responsibility for a Customer or any third party,
3.10.3. Represent that it has any rights to offer any products offered by EBS or is related to EBS in
any manner whatsoever, or
3.10.4. Sublet / permit / contract the use of the EBS Site to any person whomsoever including its
associates, third parties or franchises.

3.11. Merchant shall comply with all security measures and requirements as may be applicable, directed by
EBS on the website: http://ebs.in/en/index.php/ss-sr (as amended from time to time) and/or as notified
by Card Scheme on their respective site, Payment Method Providers, PCI DSS (Payment Card Industry

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Data Security Standards) standards available on the websites of Visa, MasterCard for example or with the
Financial Institutions.

3.12. EBS shall be entitled to publish notices, disclaimers and indemnities at the Merchant’s Site in the
manner and extent deemed necessary by EBS. Merchant shall render the necessary modifications at the
Merchant Site, so requested by EBS forthwith but not later than seven (7) days of the request made to
Merchant.

Article 4 – EBS’ right and obligations

4.1. Use of appropriate hardware and/or software

EBS shall be entitled to use hardware, software and/or such other equipment as it deems necessary or
appropriate for the provision of the Collecting Services and Merchant agrees to comply with the instructions
issued by EBS in respect of the use of such hardware, software and/or equipment. Merchant also agrees to
suitably modify/upgrade its systems to comply with the standards of the Payment Process,
Authorisation System (then in force) and the standards applicable to the Collecting Services. EBS shall
be entitled to modify the modes of payment and the payment procedure mentioned herein and shall be
also entitled to modify its Payment Process from time to time in such manner as it may deem fit. If such
a modification requires the change in any software, upgrade of software, and change in security or upgrade
of security on the Site, Merchant shall forthwith improve the software, security or such other matters
provided therein in a manner acceptable to EBS.

4.2. Limited warranty

4.2.1. Merchant acknowledges that the Service provided by the Payment Method Provider to EBS, which are in
turn passed on to Merchant under this Merchant Contract, can be brought to an abrupt end in any event
whatsoever by Payment Method Providers for any reason whatsoever and in such an event the Service to
Merchant will in turn be terminated without EBS having to be giving any reason whatsoever.

4.2.2. EBS will ensure to provide the Collecting Services with all such reasonable security measures that
are equivalent to and/or are compliant with the applicable standard of the Industry from time to time. At
present EBS uses the 256 bit SSL encryption.

4.2.3. As the Collecting Services provided under this contract is being complex and requiring the
intervention of a number of parties, it is explicitly acknowledged that EBS shall only be held liable for
facts originating in the infrastructure managed by EBS and over which EBS exercises power of control.
EBS shall not be held liable for facts originating upstream or downstream. In particular, any loss resulting
from upstream or downstream connectivity defect shall not engage the liability of EBS (for example residing
in the fault of the Payment Method Providers, or Internet connectivity,…). No exception can be conceded
to the present clause.
However, EBS’ sole obligation and Merchant’s sole and exclusive remedy in the event of interruption to
the Service or loss of use and/or access to Collecting Services and the Authorization System shall be to use
all reasonable endeavors to restore the access to the Collecting Service and/or access to the Authorization
System as soon as reasonably possible.

4.2.4 EBS does not guarantee the connectivity to Merchant and in the event the connectivity cannot be

established for any reason whatsoever between the Merchant website and/or hosting server of the Merchant

and EBS and/or Authorization System. If the Merchant shall fail to maintain the connectivity within

reasonable time prescribed by EBS, this Merchant Contract shall forthwith and Page 10 of 16

with seven (7) days’ notice may be terminated without there being any further rights or obligations to either
party thereafter, save and except for the purposes of completion of the transactions entered into, prior to the
date of termination.

4.2.5. Other than as expressly provided in this Merchant Contract, EBS shall not be responsible for any
delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales
enquiries), technical support maintenance services and/or any other obligations or services relating to or
in respect of the Products. Such services shall be the sole responsibility of Merchant and Merchant shall
bear any and all expenses and/or costs relating thereto.

4.2.6. EBS shall not be obliged to verify or make further inquiry into the identity of the sender, or the
message integrity of all electronic communications, orders or messages to EBS through the Payment Method
Providers and/or Issuer, any communications, orders or messages including Authorization obtained by EBS
and /or any communication, message to EBS from the Merchant through know sources of the Merchant.
Merchant shall in no circumstance dispute such reliance by EBS. Provided that if EBS were to employ any
security measures, EBS shall not be bound by or obliged to act on any electronic communications, orders
or messages received on-line from Merchant or Customer which do not properly utilize EBS security
measures as may be applicable from time to time.

Article 5 – Standard customer order transactions

5.1. Prior verifications

5.1.1. Merchant shall prior to accepting any instructions from Customer ensure that appropriate agreement
has been executed with Customer in accordance with the requirements of applicable law and regulations
including the terms relating to PRIVACY POLICY and TERMS OF USE OF MERCHANT WEBSITE. It
is expressly agreed that EBS shall not be a party to any agreement between Customers and Merchant in any
manner whatsoever.

5.1.2. Merchant shall carry out all verifications on Customer as may be required on an independent
basis. Merchant is aware that EBS is not guaranteeing in any manner whatsoever any transactions,
which Customers will enter into/place with Merchant. Merchant shall ensure that nothing contained on the
Merchant Site or in any dealings between Customer and Merchant would suggest that EBS is a party to the
transaction or is otherwise endorsing or guaranteeing the Products offered by Merchant.

5.2. Guarantees

5.2.1. Merchant assures EBS that Customers will place Customer Orders themselves and Merchant agree
not to in any circumstances whatsoever place Customer Orders on behalf of Customers, failing which
EBS shall not be responsible for any non-payments to Merchant.

5.2.2. Minimum or Maximum Transaction Amount: Merchant shall not require, or post signs indicating that
they require, a transaction amount below or above which Merchant shall refuse to honor a Valid Card.

5.2.3. Neither the receipt by EBS of any transaction information nor any payment by or other act of

omission/commission by EBS shall constitute or be deemed to constitute any acknowledgement or

waiver of EBS vis-à-vis compliance by Merchant with any of the warranties specified above or any other

provision of the merchant Office. Page 11 of 16

5.2.4. Merchant shall duly fulfil all Customer Orders in accordance with the instructions of Customer and
as agreed between Customer and Merchant. Merchant agrees to deliver all the Products to Customers and
complete/execute all Customer Orders as expeditiously and without delay. Merchant will not offer
"backordered" or out-of-stock products for sale.

5.3. Unacceptable Transactions. Merchant shall not process or deposit transactions with EBS for any other
Third Party. Merchant will also not give cash advance by showing the transaction as a sale transaction.
Merchant shall not accept payment from a Customer to re-finance an existing debt. EBS reserves the right
to discontinue the Collecting Service on these grounds and recover such amounts from Merchant in case
it is exposed to losses due to chargeback or disputes (as described in 6.2.6).

5.4. Customer Charge

5.4.1. Prices to be charged by Merchant shall be inclusive of all taxes, insurance charges and delivery
charges and shall be uniform to all Customers.

5.4.2. Merchant shall be solely responsible for the accuracy of all information and/or validity of the
prices and any other charges and/or other information relating to the Products, which are included on the
Merchant Site.

5.5. Delivery and performance

5.5.1. Merchant shall ensure that the Delivery or courier instructions shall clearly capture the details of
Customer’s Order including the Order number in order to enable the identification of the Products delivered.
Merchant shall make available to EBS database of all deliveries made and access to information
regarding the proof of transactions, invoices or other records of Merchant pertaining to any Order placed
by Customers on the Merchant Site and confirmation of proof of Delivery. The proof of Delivery shall be
submitted by Merchant to EBS electronically through their EBS Account to the satisfaction of EBS who
reserves the rights to call for physical proof of Delivery. All above information shall be maintained by
Merchant for a period of at least three years from the date of Delivery by Merchant or for any longer period
thereafter on being called upon by EBS to retain the same.

5.5.2. Merchant shall in all documents including the Delivery note mention amongst other particulars,
the particulars regarding quantity of Products ordered and delivered.

5.5.3. Merchant shall deliver to Customer an invoice that shall include the charges covered in the payment
received from Customer through the Payment Gateway, along with the terms and conditions applicable for
the transaction.

5.6. Customer entitlement and support

5.6.1. Merchant shall entitle Customer to all terms of warranty, after sales service and/or other

statutory privileges as are generally made available to other purchasers. In the event of any

Customer complaining of any deficiency in Product, Merchant shall take such measures as may be

reasonably Page 12 of 16

required to rectify the same.

5.6.2. Merchant shall provide a commercially reasonable level of customer support to Customers with
respect to sales. Such support shall include the following:

(i) Merchant shall provide Customer with an option to confirm an Order placed and status of
Order through an on-line help desk and a telephonic help desk and an email facility for interacting
with Merchant for any questions, requests, cancellations, etc. In no event shall Merchant respond
to Customer’s email later than 48 hours after its receipt;

(ii) procedure for resolving disputes a liberal returns/refunds policy, offering a full and complete
refund of the price of the Product, if Customer is dissatisfied with the Product or in case Customer
disputes the merchantability of the Product for any reason whatsoever and Customer
returns/exchange the Product to Merchant as per terms and conditions accepted between them
and the same entitlement shall be clearly communicated to Customer on-line by Merchant; and

(iii) Merchant shall convey to Customers the information about the success or decline of the of
Order and payment authorisation.

If EBS determines in good faith that Merchant's failure to comply with this paragraph is causing an
unacceptable burden on its Customer support facilities, EBS may suspend forthwith the Service to Merchant
or terminate this Merchant Contract.

5.7. Customer approval. Within EBS’ objective of performing risk analysis and fraud detection, Merchant
shall cause Customer to consent, through Merchants’ privacy policy/terms & conditions, to the
collection, use and addition of Customers’ data (including sensitive personal data) to the centralized
database accessed by EBS.

Article 6 – Financial terms

6.1. Transaction Fees
The so-called “Transaction Discount Rate” or “TDR” is the total fee per transaction agreed between
EBS and Merchant.

The TDR can either be flat or ad valorem (as detailed in the Merchant Contract). In the latter case, it is
expressed as a percentage of the Price.

The TDR comprises of the financial charges levied by the Issuers and Payment Method Providers (also
referred to as the so-called “Merchant Discount Rate”) and EBS risk and technical fees.

6.2. Payment to Merchant

Subject to payment rejections, payments withholding and Deductions described hereunder, EBS will
instruct the Nodal Bank to settle Merchant for all amounts pooled on Merchant’s dedicated
subaccount.

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6.2.1. Rejection of Payment:

(i) Payments can be rejected and not settled by EBS prior to Authorisation in the following situations:
a) The transaction is for any reason unlawful or unenforceable.
b) Any information presented electronically to EBS in respect of the transaction is not
received in accordance with EBS requirements from time to time,

c) Any transaction made through a card outside the territory authorised for the use of the
card.

d) Any transaction cancelled due to very high risk score discovered by the use of EBS fraud
mitigations tools.

e) The transaction not having obtained a necessary Authorisation/Authentication as required to
be obtained in terms of this Merchant Contract

f) The transaction is doubtful or erroneous in the opinion of EBS.
g) The Customer’s name or account number or any other necessary details is found to be

omitted or incomplete.
h) EBS is of the opinion that there are suspicious circumstances surrounding the transaction. i)
EBS is of the opinion that there are suspicious circumstances surrounding the Merchant.

(ii) Payments can be rejected by Payment Method Providers/Issuers/Issuing Banks, post Authorisation
and prior to settlement in the following circumstances:
a) Transaction is posted more than once to Customer’s account,

b) Authorisation Cancelled transaction [6.2.3)

c) Withheld transaction found to be fraudulent or invalid (6.2.4))

d) Refund transactions [6.2.5 (i)]

(iii) Payments can be rejected by Payment Method Providers/Issuers/Issuing Banks, Post to
settlement by EBS.
a) Refund [6.2.5 (ii)]
b) Chargeback (6.2.6)

A few instances of such rejection of payments are explained from Clause 6.2.2 to 6.2.6 below.

6.2.2. Pre-Authorisation Cancellation: This implies the process of unblocking the transaction amount
earlier blocked by the Payment Method Provider /Issuer/Issuing Banks from the Customer Valid card
/Valid Bank account before that amount is settled into EBS Nodal bank account. This shall be applicable
only if such services are explicitly enabled by the Merchant.

i) Payment Method Provider initiated the Pre-Authorisation Cancellation.
ii) Merchant initiated Pre-Authorisation Cancellation showing his inability to make Delivery.

6.2.3. Authorisation Cancellation: this implies the process of cancelling the Authorisation of any
transaction.
i) Any Order, not captured by Merchant within applicable period or recalled and/or withdrawn
fully/partially by Customer before capturing by Merchant, is automatically processed for cancellation.
ii) Any captured transaction by Merchant but latter shows his inability to make Delivery.

On Authorisation Cancellation, the Price of such Order is automatically credited back to the Customer

account via same route as it was debited. Page 14 of 16

6.2.4 Withholding payment. Notwithstanding anything contained herein, whenever EBS has reason to
question the validity of the Charge (hereinafter referred to as “Suspect Charge”) EBS bank shall be entitled
to withhold payment in respect thereof until it is held to be not a Suspect Charge. Upon EBS determining
after due enquiry and investigation, that the charge is a Valid Charge and not a Suspect Charge, EBS shall
release such withheld payment; provided further that if EBS determines after due enquiry and investigation
that any Suspect Charge is not a Valid Charge at all, EBS shall be entitled not to pay the same at all into
the Merchant Account and the same shall be refunded to Customer account. The parties agree that the
period of enquiry and investigation into a Suspect Charge is dependent on the conduct of Payment Method
Provider and hence, it is not possible to set out a time period for the same; provided that EBS shall endeavour
to take all necessary action to ensure that the period of enquiry and investigation into a Suspect Charge
does not take unreasonably longer than the period taken by Payment Method Provider for this purpose.

Also, EBS may impose transaction limits and/or additional reserve deposit amounts either temporarily or
permanently in order to reduce reasonable apprehension of risk or loss under varying circumstances.

6.2.5. Refund and Recourse: Where the Price of Customer Order is to be credited back in the Customer
account.
i) Merchant for whatsoever reason expresses inability to deliver and/or perform the Customer Order
fully or partially after capturing the transaction and before the Delivery but post settlement or,.
ii) Merchant accepts the Customer claims for crediting his account back post Delivery and settlement.

Merchant must follow as below:

i) Merchant shall forthwith process the refund of the transaction and inform EBS about
the same and Merchant must present to EBS a credit slip/credit process/ refund letter
on headed stationary or in any manner acceptable to be EBS which will include details of
a brief description of the items concerned upon which EBS is authorised to deduct from
the Merchant’s Account the total Refund(s) due to the Customer(s). A true and completed
copy of the credit slip must be delivered or forwarded to Customer.

ii) Merchant shall not process a Refund transaction and/or make a cash refund directly to
Customer. Merchant must not process a Refund transaction, unless there is a preceding
corresponding debit on a card account.

iii) in situations where sale date and refund date have a gap between them, which or
otherwise causes a currency conversion difference, EBS shall have the right to recover
the amount pertaining to such foreign exchange currency conversion differences from
Merchant, for purpose of crediting the same to the Customer’s account.

6.2.6 Chargeback and Recourse:

Customer requested EBS and/or the Issuing Banks/Issuer for re-crediting Customer accounts on any
grounds whatsoever after the actual delivery/performance of the Customer Order is termed to be
uncollectible for Merchant.

EBS shall forthwith inform Merchant of the same and shall debit the payment to be made to the
Merchant’s Account and make an intermediate credit in EBS account, irrespective of any dispute that
Merchant may have pertaining to such debit. If Merchant and Customer are unable to arrive at a

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satisfactory resolution of the problem within a period of fourteen days thereafter, Nodal Bank shall be
entitled to make a direct credit to the disputing Customer’s account for the disputed amount. Such a
debit from the Merchant’s account and the direct credit to the disputing Customer’s account shall not
be disputed by Merchant in any manner whatsoever. In the event of Customer and Merchant arrive at a
settlement within the said fourteen day period; EBS shall deal with the said moneys in accordance with
the terms of Payment to Merchant.
6.3. Debit
EBS is hereby authorised and entitled to debit the Merchant’s Account for TDR, charges, chargeback,
penalties levied by Payment Method Provider and refund to Customers payable by Merchant to EBS in
terms of this Merchant Contract (in short as “Deductions”). The said payments shall not be dependent upon
or conditional to Merchant obtaining payment whether through EBS/Nodal Bank or otherwise from
Customers in respect of the Products and/or irrespective of whether Merchant complies with the Order
placed by Customer with Merchant. Merchant agrees and undertakes to execute all authorisations
and writings as may be required in this regard by EBS from time to time and shall ensure that there are
sufficient funds in the Merchant’s Account at all times. EBS shall also debit the amounts erroneously paid
in excess to the Merchant.

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