1.1. “Customer” → Any person who contracts with you for the purchase of goods and/or services and makes a payment or remittance thereunder.

1.2. “Customer Payment Amount” → The amount paid by the Customer to you, using the Service, for the purchase of any goods and/or services.

1.3. “Processing Mechanism” → The payment mechanism through the internet or other modes of payment and delivery as may be notified by OonePe from time to time, including but not limited to Immediate Payment Service (IMPS), National Electronic Funds Transfer (NEFT), Real Time Gross Settlement (RTGS), and UPI (defined hereinafter).

1.4. “Transaction” → An electronic financial transaction undertaken using the OonePe Services.

1.5. “UPI” → The unified payment interface, a payment system that powers multiple bank accounts into a single payment network of participating banks, permitting the merging of several banking features, seamless fund routing, and merchant payments.

2.1. You expressly acknowledge and agree that:

• → (i) You are a legal person.
• → (ii) You are capable of entering and authorized to enter into a legally binding agreement.
• → (iii) Your employees, officers, representatives, and other agents accessing OonePe are duly authorized to access the OonePe Service and to legally bind you to these terms and all actions.
• → (iv) All registration information you submit is accurate and truthful.
• → (v) You will maintain the accuracy of such information.
• → (vi) You are not barred or otherwise legally prohibited from accessing or using OonePe's Services under the laws of India.
• → (vii) You are an entity duly constituted and validly existing under Indian law.
• → (viii) You expressly acknowledge and agree that the use of the OonePe Services is permitted only for those who are physically located in India at the time of registration, linking to any offering forming part of the OonePe Services, and processing/undertaking a Transaction.

2.2. To avail of the OonePe Services, you must be a business entity holding an active Indian mobile number and bank account.

3.1. OonePe has developed and owns software that enables processing payment services and Transactions through the Processing Mechanism for automated acceptance of payments (“OonePe Services”). OonePe Services include:

• → A dashboard service,
• → An API service,
• → Other value-added services such as loan facilitation services, bill payments, etc., as may be notified by OonePe from time to time at its sole discretion.

Please refer to the terms and conditions specific to such value-added services.

3.2. OonePe reserves the right to add, change, modify, discontinue, and/or remove OonePe Services, any terms, and/or any policy, including features, offers, and specifications of products described or depicted, temporarily or permanently, at its sole discretion, at any time, without notice and without liability.

3.3. Any changes or modifications to these terms will be effective immediately upon posting the revised terms and conditions on the platform. Such changes may result in the waiver of certain rights previously entitled to you.

3.4. Continued participation by you shall be deemed as acceptance of any revised terms and conditions.

3.5. Without prejudice to the generality of the foregoing, OonePe shall be entitled to undertake enhancements for customer experience and transaction security at its absolute discretion. For clarity, enhancements may include optimization procedures, both manual and machine learning-based, for different modes of payment to improve payment performance.

3.6. You acknowledge and agree that you must provide up-to-date, correct, and accurate information, including your mobile number registered with the relevant bank, email address, and any other information as may be required by OonePe from time to time.

4.1. In consideration of and subject to payment of the OonePe Fees, OonePe agrees to make available the OonePe Services to you as per these terms and conditions as specified in Annexure A.

4.2. The quoted OonePe Fees are exclusive of any applicable taxes, all of which shall be your liability and will be charged to you.

4.3. OonePe shall be entitled, without exception and at its discretion, to deduct from any payments to be made to you, all outstanding OonePe Fees and applicable taxes.

4.4. For Transactions undertaken by the Merchant via RuPay Credit Card through UPI and/or Credit Line on UPI (as applicable):

• → 4.4.1. OonePe may classify you as a small merchant or other/large merchant (in accordance with the DPSS.CO.PD No.1633/02.14.003/2017-18, as amended from time to time).
• → 4.4.2. Based on this classification (small or other/large), OonePe may levy MDR charges in accordance with Annexure A.
• → 4.4.3. If you believe you have been incorrectly classified, please contact your team through the grievance redressal mechanism set out below.

4.5. You may be subject to additional fees, such as MDR, as communicated to you by JPL, governmental authorities, or any other network provider.

5.1. By accepting these terms, you expressly authorize OonePe to hold, receive, disburse, and settle funds on your behalf. This authorization allows OonePe to receive Customer Payment Amounts from a Transaction into OonePe’s account (Delivery Versus Payment) to further process each Transaction. OonePe will process and transfer the payments received to the bank account you designate at registration or to any such account as instructed by you (“Merchant Account”). This authorization shall remain in effect until specifically terminated.

5.2. By accepting these terms and conditions, you also expressly authorize OonePe to hold, receive, and settle funds on your behalf for any additional value-added services you may opt for and instruct for permitted use within the application.

5.3. OonePe will initiate the transfer of the relevant Customer Payment Amount received to the designated Merchant Account within T banking days, as specified in Annexure A (where ‘T’ is the date of a successful Transaction and banking days are days when private banks are open for business in New Delhi). This transfer will occur after deduction of OonePe Fees and charges as agreed under these terms and conditions. For clarity, you acknowledge that OonePe is liable to settle Customer Payment Amounts only upon actual receipt.

6.1. You hereby represent, warrant, and covenant to OonePe that:

• → 6.1.1. All information submitted by you to OonePe is and shall be maintained as true, correct, and accurate throughout the tenure of the engagement.
• → 6.1.2. You are not barred or otherwise prohibited from accessing or using OonePe Services.
• → 6.1.3. You are and shall remain the legal and beneficial owner of the Merchant Account, keeping all details up to date.
• → 6.1.4. All goods/services provided by you are lawful and do not include illegal, offensive, or prohibited items as specified in Annexure B.
• → 6.1.5. You will not impersonate anyone, falsely claim affiliation, or access others' accounts without permission.
• → 6.1.6. You shall promote OonePe Services at your business location and on your website.
• → 6.1.7. No claims, proceedings, or governmental investigations are pending that could affect your obligations or OonePe’s rights.
• → 6.1.8. Your activities comply with anti-bribery, anti-corruption laws, and JPL's policies.
• → 6.1.9. You adhere to UPI guidelines from NPCI, RBI, and other relevant authorities.
• → 6.1.10. You will promptly provide information and assistance required by OonePe for government or judicial inquiries.

6.2. You agree to provide KYC and relevant documents to OonePe as required. You authorize OonePe to use your KYC details for services provided by OonePe or third parties.

6.3. You authorize OonePe to access messages on your device for service enhancement purposes.

6.4. You acknowledge that your QR Code generated by OonePe is unique and confidential, and OonePe is not liable for any misuse of this QR Code.

6.5. You agree to safeguard your username and password and not share them, acknowledging liability for unauthorized use.

6.6. OonePe will provide transaction details on a personal dashboard; you are responsible for reviewing and reporting errors.

6.7. You shall deliver goods/services upon payment confirmation.

6.8. You shall not charge customers for using cards/UPI or impose minimum transaction limits.

6.9. You will not make representations that create liability for JPL’s banking partner.

6.10. You appoint OonePe as a collection agent for payments.

6.11. You are responsible for paying MDR charges as required.

6.12. JPL reserves the right to suspend accounts or withhold funds if prohibited transactions are detected.

6.13. You will monitor for suspicious transactions, such as hasty purchases or large quantities.

6.14. You agree to assist OonePe in fraud prevention.

6.15. You will provide requested transaction documents to JPL or auditors.

6.16. You will access OonePe Services only through authorized interfaces, without automation or scripts.

6.17. You will not process transactions to provide cash advances.

6.18. You will not discourage specific payment methods or brands in favor of cash or other alternatives.

6.19. You confirm that you have obtained consent from references and permit OonePe to contact them if needed.

6.20. OonePe may rely on electronic communications and is not liable for losses from unauthorized access or fraudulent transactions.

7.1. JPL may, at its sole discretion, suspend the Customer Payment Account and/or suspend the settlement of funds for a reasonable period of time if there is suspicion of unusual transaction activity. This period may be required for investigation purposes.

JPL shall make commercially reasonable efforts to notify you promptly about such suspension. JPL shall bear no liability for any direct or indirect losses that you may incur as a result of such suspension.

8.1. The Merchant shall permit authorized representatives of JPL (including its representatives, agents, and sub-contractors) and/or partner banks/acquiring bank/RBI to conduct physical inspections of the Merchant premises concerning these terms and Transactions during business hours, with or without prior notice to the Merchant.

8.2. The Merchant shall also permit authorized representatives of JPL (including its representatives, agents, and sub-contractors) and/or partner bank/RBI to seek information or audit the Merchant's records and statements related to Transactions under these terms, at their own expense, to ensure the Merchant's compliance with these obligations as deemed necessary by JPL.

8.3. If the Merchant refuses such inspection, provides inaccurate, untrue, or incomplete information, or fails to comply with the terms and conditions herein, JPL reserves the right to suspend or terminate OonePe Services and take any action deemed necessary at its sole discretion.

8.4. If during JPL’s inspection or internal audit, it is determined that the merchant category does not match the category assigned by the Merchant, or if a mismatch is identified, JPL may, at its sole discretion, change the merchant category and/or terminate the Terms as per these conditions.

9.1. You shall not disclose any customer information or other information accessed in relation to any Transactions to any other person, nor use such information beyond the purposes specified in these Terms. However, information may be disclosed as required by any order from a court, regulatory authority, law enforcement agency, or competent jurisdiction, strictly to the extent specified in such order.

9.2. You agree to implement appropriate encryption and security measures to prevent unauthorized access to information related to Transactions under these Terms. You accept full liability for any compromise, unauthorized use, disclosure, or access to this information.

9.3. During the transaction processing and verification/authentication stages, you shall cooperate fully and respond promptly to any issues raised by OonePe regarding order prices, charges, and fulfillment offered via the Processing Mechanism.

9.4. You declare, assure, and commit to complying with relevant security standards, regulations, requirements, and guidelines applicable to the conduct of Transactions under these Terms. This includes, but is not limited to:

• (a) Regulatory provisions as may be applicable from time to time.
• (b) Security measures and any hardware/software upgrades required to maintain transaction security.
• (c) Adherence to confidentiality, maintenance, and protection standards for Transactions as mandated by regulatory or standards authorities, including compliance with PCI-DSS standards, where applicable, and any future modifications or replacements of such standards.

10.1. Each Party acknowledges that, pursuant to these terms and conditions, it may have access to certain confidential information of the other Party. Accordingly, each receiving Party agrees not to disclose to any third party any confidential information of the disclosing Party.

10.2. You shall ensure that no person who has access to any OonePe Services shall reverse engineer, decompile, or disassemble any software shared or disclosed by OonePe, nor write or develop any derivative software or any other software program based thereon.

10.3. OonePe shall exclusively retain all worldwide rights, title, and interest in and to the OonePe Services (including, without limitation, ownership of all intellectual property rights therein, and to the Processing Mechanism enabled by OonePe and software related thereto). You understand and agree that any customizations carried out for and on behalf of you shall be the intellectual property rights of OonePe, and that you can only use such additional modifications or amendments during the term of the engagement.

11.1. You hereby undertake and agree to indemnify and hold harmless OonePe against all actions, proceedings, claims, penalties, demands and costs (including, without limitation, legal costs of OonePe), awards, damages, losses, liabilities and/or expenses, however arising out of or in connection with:

11.1.1. any claim or proceeding brought by a Customer in relation to products and/or services offered or sold by you; and

11.1.2. any negligence by you or any of your agents, employees, licensees, contractors, or Customers;

11.1.3. a breach of any term or condition mentioned herein, by you or any inaccuracy of a representation or warranty given by you hereunder;

11.1.4. a breach of applicable laws.

12.1. Unless otherwise required by applicable law, all Transactions processed through OonePe Services are non-refundable. OonePe is not a party to and shall not be responsible for any disputes, chargebacks or reversals amongst you and a Customer. Notwithstanding anything contrary contained in these terms and conditions, OonePe shall not be liable to you or any Customer for any special, indirect, incidental or consequential damages arising in connection with these terms and conditions or otherwise.

12.2. For any proven claims of any nature whatsoever, the total liability of OonePe shall never exceed OonePe Fees for a 7 (seven) day period immediately preceding from the date of the relevant claim or demand.

13.1. Except as expressly provided herein, OonePe disclaims all warranties, responsibilities, express or implied, written or oral, including but not limited towards warranties of merchantability, any service interruptions (including on account of communication outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Transactions) and fitness of OonePe Services and it does not warrant that the functions contained in OonePe Services shall be uninterrupted or error free.

13.2. Use of OonePe Services in no way represents any endorsement of you by OonePe. OonePe is not obligated to mediate disputes between Customers and Merchants or between a Customer and you or any payment system participants.

14.1. OonePe and its partners reserve the right and shall be entitled to suspend the services immediately, including withholding, rejecting the settlements that is or may be suspicious, susceptible or fraudulent or for risk management purposes, pending inquiry and/or resolution of such issue, including any breach of these terms and conditions.

14.2. Termination of these OonePe Services shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination both Parties shall settle all outstanding dues payable to the other Party. Provided however, JPL shall not be liable to settle any outstanding dues, if the agreement has been terminated due to the breach of Merchant’s obligations under this Agreement.

14.3. OonePe has the right to terminate these Terms, without cause and at will, by giving a prior written notice of 7 days’ notice to you.

14.4. OonePe shall also have the right to initiate any legal proceedings to recover all sums due to OonePe.

14.5. These terms and the particulars herein are subject to applicable law and regulations and would be modified / discontinued based on the prevailing law/regulation at any point of time and neither Party shall be under any liability or obligation or continue implementation of these Terms till such time the terms are modified by the Parties as per the prevailing/ amended law at that point of time. In the event, that these Terms cannot be continued without total compliance of the prevailing law at any point of time, these Terms shall be deemed to be terminated forthwith from the date when the amended law restricting / prohibiting the Terms comes into force.

15.1. Should either Party hereto be delayed in or prevented, in whole or in part, from performing any obligation or condition hereunder, or from exercising its rights by reason or as a result of any force majeure, such party shall be excused from performing such obligations or conditions while such party is so delayed or prevented. The term "force majeure" as used herein means acts of God, acts of government, acts of terrorism, strikes, lockouts, or other industrial disturbances, acts of a public enemy, blockades, wars, insurrections or riots, terrorism, epidemics, landslides, fires, storms, floods, explosions, technological failures, breaches, hacks, system vulnerabilities or incompatibilities, or other similar causes beyond the control of such party.

16.1. These terms and conditions shall be governed by and construed in accordance with the laws of India.

16.2. Any difference, dispute, conflict or controversy, including any question as to its existence, validity or termination, arising out of or in connection with these Terms and Conditions (“Dispute”) shall, if not amicably settled within 30 (thirty) days after the receipt by one Party of a written notice from the other Party of the existence of such Dispute, be referred to and resolved in accordance with the Arbitration and Conciliation Act, 1996 by a sole arbitrator duly appointed by OonePe. The seat and venue of arbitration shall be New Delhi and the arbitration shall be conducted in English. The award of the arbitrator shall be final and binding upon the Parties. Each Party shall bear its own cost of arbitration.

16.3. The Courts at New Delhi shall have sole and exclusive jurisdiction over any matters related to these terms and conditions.

To ensure that your concerns are addressed and resolved in a timely manner, Resilient Innovations Private Limited (OonePe) has formulated an escalation matrix as set out below.

Level 1: Registration of your Complaint.

To register your complaint, please click https://oonepe.com/company/contact-us. We aim to resolve all your complaints within 10 business days.

Level 2: Escalate to our Customer Support Centre.

Call our customer support centre at +91 22 4896 9697. Our customer support aims to resolve all your complaints within 10 business days.

Level 3: Escalate to our Grievance Redressal / Nodal Officer.

In relation to the extant guidelines as prescribed by the Reserve Bank of India, the details of our Grievance Redressal/Nodal Officer are set out below:

• Name: Ajay Jangra
• Contact Details: +91 22 4896 9697 (Line No.100)
• Email: nodalofficer@oonepe.com
• Working hours: Monday to Friday from 10:00 a.m to 5:00 p.m. We aim to resolve your complaint within 10 business days.

Resolution Process

We aim to resolve all your concerns and complaints in our level 1 matrix within the said timelines. In the event, your concern remains unresolved or not resolved to your satisfaction and you wish to escalate your concern to the next level, you need to ensure that you have already exhausted the previous level(s). You are also required to hold a valid ticket number before approaching each level.

Please note that due to technical or operational reasons there may be delays in resolving your complaint. Further, if the issue/grievance is related to a third party, then the afore-stated timelines may change. The delay/increased timelines may be dependent on the respective third party including but not limited to the clearing house/banks/network providers/regulator. In these cases, we will inform you promptly of such delay and increased timelines.

In the event of a refund, you may get an approval for a refund instantly, but it may take 3-10 business days for the money to be reflected in your account.

If your query or complaint has not been satisfactorily resolved at previous levels within 30 days, you can reach out to the RBI ombudsman at https://cms.rbi.org.in/ or visit the Sachet portal at https://sachet.rbi.org.in/.

18.1. Cooperation

You acknowledge that your timely provision of access to your systems and various devices, as well as assistance, processes, cooperation, complete and accurate information and data from your officers, agents, and employees and suitably configured hardware and software are essential to the performance of any OonePe Services. You shall allow OonePe to audit and inspect business processes followed by you related to OonePe Services and suggest suitable changes thereto.

18.2. Commercial Communication

You acknowledge that you may receive communication over voice calls and messages regarding OonePe Services and products, and such other promotional communications. You unconditionally consent that such communications are:

• upon your request and authorization;
• not 'unsolicited commercial communications' as per the guidelines of Telecom Regulation Authority of India (TRAI); and
• in compliance with the relevant guidelines of TRAI or such other authority.

18.3. Independent Contractors

Nothing in these Terms and Conditions shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.

18.4. Severability

It is the intent of the Parties that in case any one or more of the provisions contained in these Terms and Conditions shall be held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect other provisions of these Terms and Conditions.

18.5. Notices

Notices to be issued pursuant to these Terms and Conditions shall be delivered to the registered address of the relevant Party as first mentioned herein, or such other address as may be notified by the relevant Party (such change to address shall come into effect 5 (five) business days after delivery thereof).

Through the OonePe Refer and Earn Program ("Refer and Earn Program"), merchants can get a chance to earn/win cashback/rewards by simply referring OonePe applications to your friends and acquaintances.

19.1. Applicability & Eligibility Criteria

19.1.1. To become eligible for the Refer and Earn program, you must undertake at least 80 transactions (of min ₹ 10 (Indian rupees ten) in value) in the last 90 days on the OonePe quick response code (“QR”).

19.1.2. Upon completion of the 80 transactions (as mentioned above), the Refer and Earn Program will be live for you, on the next preceding business day (i.e., T+1).

19.1.3. To avail the benefits under the Refer and Earn program, a referral link will be generated which shall be active/live for a period of 30 days from the date of generation of the said link. Further, the referred friend must solely join OonePe through the aforesaid link.

19.1.4. To start the referral journey, your referred friend has to order a OonePe QR.

19.2. Rewards/Cashback

19.2.1. The Refer and Earn Program is active only for the first 30 days of the journey of your referred friend.

19.2.2. OonePe may set various milestones which may be displayed on the OonePe app from time to time.

19.2.3. At certain stages of the journey of your referred friend, you shall be eligible for certain rewards as may be decided and communicated by OonePe from time to time.

19.2.4. Depending on the number of friends referred by you, you will be eligible to receive additional rewards/cashback.

19.2.5. In the event you refer to more than 25 friends, you may be eligible for a lucky draw for the next financial year quarter (i.e., January to March, April to June, etc.) and may get a chance to win various rewards. For instance, if you have referred a friend in January, you may be one of the lucky winners to win exciting rewards between the month of April to June. Please note that if you are a resident/domicile of Tamil Nadu, you will not be eligible for the lucky draw and/or any rewards under this particular event.

19.2.6. Winners of quarterly rewards will be contacted within 7 days of the end of each applicable quarter and may receive their rewards within 30 days of the quarter end. You acknowledge that OonePe may facilitate the rewards through third-party agencies and OonePe shall not be responsible for any fault, error, or delay by such agencies.

19.2.7. In the event you have received a OonePe speaker as a reward and if you are not in the serviceable location, then the reward will not be applicable, and we shall not be liable to make good the loss/replace the reward with any other benefit.

19.2.8. In the event you have received a OonePe Speaker as a reward, you are eligible to claim the free speaker within 30 days of activation of the claim. Post which the speaker would be available to you at a regular price. Further, any such speakers won through the Refer and Earn Program shall not be eligible for the monthly cashback. Please refer to the applicable terms and conditions for the same.

19.2.9. OonePe shall be entitled to deduct TDS on such payments as per applicable Income-tax laws. The User shall be completely responsible for all charges, fees, duties, taxes, and assessments arising out of this arrangement, as per the applicable laws.

19.2.10. These offers shall not be clubbed/used in conjunction/alongside any prevailing offer/promotion(s) available on OonePe App. Further, the offers are non-transferable, non-refundable.

19.2.11. Any prize to a person/user/participant of value in excess of ₹ 9,999/- (Rupee nine thousand nine hundred and ninety-nine only) per offer will be subject to deduction of taxes. In reference to this, OonePe shall in advance pay the TDS amount which is 30% of the prize amount as per applicable income tax rules on behalf of the winner and the user need not pay anything for the tax.

19.3.1. OonePe reserves its absolute right to withdraw and/or alter any terms and conditions of the offer at any time without prior notice.

19.3.2. OonePe reserves the right to extend, cancel, discontinue, prematurely withdraw, change, alter or modify (without any prior notice) the Refer and Earn program or any part thereof including the eligibility criteria and other pertinent terms at their sole discretion at any time during its validity as may be required including in view of business exigencies and/or changes by a regulatory authority and/or statutory changes and/or any reasons beyond their control and the same shall be binding on you.

19.3.3. OonePe may require you to participate in various promotional activities from time to time which OonePe may publish in any media worldwide and you grant your irrevocable consent for such requirements and agree to comply with the said requirements. You further agree that you shall not receive any compensation for such activities.

19.3.4. OonePe reserves the right to take appropriate legal action against you/any other person involved in illegal/unauthorized activity.

19.3.5. In the event you are a resident/domicile (permanent/temporary) of any state/union territory within the territory of India where such a Refer and Earn Program is prohibited by applicable law, then you shall not be entitled to participate in this Refer and Earn Program.

19.3.6. In cases of fraudulent/suspicious transactions, OonePe solely reserves the right to revoke the referral and corresponding cashback.

19.3.7. All unclaimed rewards/cashback under the Refer and Earn Program shall automatically expire after 30 days from the date of issuance and shall be deemed to be canceled without any liability on OonePe in whatsoever manner.

OonePe shall charge fixed commission on transactions, represented herein as “OonePe Fees” as per the table below. OonePe may revise the Fees at its sole discretion with prior notice of 15 days. Continued usage of OonePe Services post notice of revision shall be deemed as acceptance of revised OonePe Fees.

• → Adult goods and services, which includes pornography and other sexually suggestive materials (including literature, imagery, and other media); escort or prostitution services; website access and/or website memberships of pornography or illegal sites.
• → Body parts, which includes organs or other body parts.
• → Child pornography, which includes pornographic materials involving minors.
• → Gaming/gambling, which includes lottery tickets, sports bets, memberships/enrollment in online gambling sites, and related content.
• → Virtual currency or credits that can be monetized, re-sold, or converted to physical or digital goods or services or otherwise exit the virtual world.
• → Money laundering services.
• → Forex services.
• → Bullion trading.
• → Dealing in, buying, and/or selling cryptocurrency, non-fungible tokens, crypto assets, cryptocurrency exchange.
• → Drugs and drug paraphernalia, which includes illegal drug accessories.
• → Religious products that make false claims or hurt someone's religious feelings.
• → Weapons, which include firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
• → Any Merchant categories banned under Central or State laws and regulations as applicable.
• → Merchants posing a high brand/reputational risk.
• → Merchants operating in financial products/services that are not regulated.

JPL partners with third-party agencies to ensure delivery/shipping of your devices/goods. You also acknowledge that JPL shall only be responsible to facilitate the delivery through third-party agencies and shall not be responsible for any theft, damage, fault, error, or delay by such agencies.