Welcome to LotusPay! These Terms of Service ("Agreement") govern our relationship with you, your access to and use of the LotusPay website and Services (as defined below) by accessing or using our Services, you agree to be bound by these Terms. Please read them carefully before using our Services.
The entity providing the services is Lotuspay Solutions Private Limited (referred to as “Lotuspay”, “we”, “us”, or “our”). References to Lotuspay’s “Affiliates” in these terms means the other companies within Juspay Technologies Private Limited (now or in the future). In the event there is a conflict between this Agreement specified herein and the provisions of any other document executed between the parties hereto, the terms and conditions specified herein shall prevail. “We”, “us”, “our”, “LotusPay” refers to LotusPay Solutions Private Limited (owner of LotusPay), its employees, affiliates and authorised agents that carry or undertake to carry the Service hereunder or perform any other services incidental thereto on its behalf.
1. Applicability
1.1 If You do not intend to be bound by this Agreement, You shall not avail any of the Service. By signing up or registering on the Website You agree that the use of Service shall be at your own risk.
1.2 LotusPay may revise or replace this Agreement any time, and such revised or replaced agreement shall be updated on the Website. You shall be responsible to ensure that you are aware of the latest version of this Agreement available on the Website. You shall immediately terminate this Agreement if you do not agree with the revised agreement. If you continue using the Service offered by LotusPay after this Agreement is revised, then You shall be bound by the revised agreement, which includes any updates or modifications necessary to comply with the NACH framework established by the NPCI.
2. Merchant Eligibility
Merchant shall have the sole responsibility to comply with the requirements under the Applicable Laws. LotusPay shall have the authority to terminate your LotusPay Account if you are found in breach of any Applicable Law.
3. LotusPay Account
3.1 In order to use the Service(s), You must open a LotusPay Account by providing the information required on the dashboard sign up page and follow the steps indicated thereafter for creating the Lotuspay Account.
3.1 You may sign up as an individual or as a legal entity. We may ask you for other details to complete our Know Your Customer (“KYC”)or any other requirements.
3.3 You shall co-operate and provide the required details in order to complete the opening and set up of your LotusPay Account.
3.4 You authorise Lotuspay to share the your details or the details of any Customer that you have provided to Lotuspay for the purpose of verification with any monitoring or credit referencing agency or any other entity as may be deemed fit by Lotuspay. Details shared may include your personal details which shall be governed by Lotuspay’s Privacy Policy.
3.5 By opening a LotusPay Account you authorize LotusPay to assist you with your NACH Debit process.
3.6 You can monitor the NACH Debit Activity in the LotusPay Account. We do not allow you to use your LotusPay Account for non-commercial purposes.
3.7 LotusPay may apply any limits for any activity that may take place in respect of or through your LotusPay Account including limits on Mandates created in your LotusPay Account. We may notify you of any limits and any changes applicable to your LotusPay Account.
3.8 LotusPay may suspend or deactivate your LotusPay Account at its discretion in the following cases:
3.8.1 You have breached any provision of this Agreement or Applicable Law,
3.8.2 You have breached any obligation in respect of the security of your LotusPay Account, or LotusPay has reasonable grounds to believe there is a breach in the security of your LotusPay Account and/or that you might breach any obligation with respect to the security of your LotusPay Account,
3.8.3 You are declared to be insolvent by any Governmental Authority,
3.8.4 Where LotusPay has communicated to you to do or omit to do certain act(s) and you fail to do so,
3.8.5 If it is required by any order of a Governmental Authority or by Applicable Law,
3.8.6 If you are a company or a firm or other legal entity and are being wound-up or where winding up, amalgamation or reconstruction proceedings have been initiated with respect to you,
3.8.7 If we suspect any unauthorised, illegal or fraudulent use of your LotusPay Account,
3.8.8 If we suspect you are involved in any disreputable or unlawful activity or any Restricted Activity,
3.8.9 If you share access to your LotusPay Account with any third party in breach of this Agreement,
3.8.10 If any verification by LotusPay is not completed due to your non-cooperation with LotusPay, and/or
3.8.11 You cease to continue your business or you otherwise act in an unreasonable manner that might adversely impact your business.
3.9 In the event your LotusPay Account is suspended or deactivated, we may elect to (i) assist or advise you in resuming your existing LotusPay Account or opening a new LotusPay Account as soon as the reasons for such suspension or deactivation are resolved or otherwise cease to exist to our satisfaction, and/or (ii) may reverse or cancel any Mandate or ask Customer to cancel any Mandate, and/or (iii) assist you upon request in migrating your NACH Debit data out of the Account.
3.10 In the event of your LotusPay Account being suspended or deactivated whether temporarily or permanently , if You are liable to pay LotusPay any amount You shall do so on an immediate basis.
3.11 If we suspect any fraudulent, illegal or disreputable activity from your LotusPay Account then we shall have the right to not process such Mandates. If required, we may share your details with any Governmental Authority.
3.12 LotusPay shall have the authority to share your details with any Governmental Authority. We may provide data from your LotusPay Account in accordance with any order or directions obtained from any judicial or other Governmental Authority. We will use reasonable efforts to notify you of such actions.
4. Undertakings and Covenants of the Parties
4.1 LotusPay may provide you with our API and relevant API Reference documentation. You must use our API in accordance with such documents provided to you for use of such API. LotusPay may ask you to install certain updates or install a particular software for the proper functioning of the API.
4.2 You shall not sell or transfer your LotusPay Account. You shall be responsible for all activities undertaken through such LotusPay Account .
4.3 You shall use the LotusPay Account only for lawful activities. If you are involved in any unlawful or Restricted Activities (as described below), then we shall have the right to terminate your LotusPay Account.
4.4 Upon successful activation of your LotusPay Account, you can create Mandate requests and enable your Customers to authorise them. You can also create multiple plans tailored to address the requirements of your Customers. These plans act as templates for Mandate creation. You can then invite your Customers to join these plans by authorising Mandate requests.
4.5 You may share with your Customers links to a url page with your brand user interface design, hosted on our secure server where they can accept the NACH Debit request and enter their personal and bank account details (if you have not already pre-filled their details on their behalf) and authorise the creation of Mandates. Upon the creation of each such Mandate, LotusPay shall have the authority to submit the Mandate request to your specified Sponsor Bank on your behalf, and receive, process and display your Sponsor Bank’s responses to you.
4.6 LotusPay shall take all reasonable measures to maintain your LotusPay Account and provide the Services to you in accordance with this Agreement.
4.7 LotusPay has in place a suitable security system to protect your details and your LotusPay Account from any security breach at our end.
4.8 LotusPay shall manage the Mandate authorisation pages unless instructed otherwise. If You design your own Mandate authorisation page You shall do so in compliance with all Applicable Laws and shall follow the instructions provided by LotusPay including any instructions to display any terms and conditions on your payment page.
5. Responsibilities of Merchant
5.1 You must inform us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of the details of Mandate data; however, you shall be solely responsible for any liabilities arising therefrom.
5.2 You must immediately terminate the access rights to the LotusPay Account provided by you to any third person in accordance with this Agreement upon the termination of any employment agreement between such third person and You or if such third person ceases to act in an authorised capacity on your behalf for any reason whatsoever. You are advised to change the password of your LotusPay Account each time when you authorise a new individual to manage your LotusPay Account, to avoid any misuse by former authorised person.
5.3 You shall have the sole responsibility to protect and keep safe your LotusPay Account details. Your LotusPay Account is the property of LotusPay and may be immediately suspended or terminated by LotusPay if you share the same with any third party or otherwise breach any provision of this Agreement.
5.4 You shall not transfer or sell your LotusPay Account or authorize any third person to use your LotusPay Account who is not verified by LotusPay, without seeking written consent from LotusPay.
5.5 You understand and agree that LotusPay cannot monitor which individual is operating your LotusPay Account. Therefore, LotusPay shall not be responsible for any act of loss or damage suffered by you due to actions of any unauthorized individual or unauthorized use by the authorized person. You understand and agree that LotusPay shall assume that any person accessing your LotusPay Account is an authorized person to use your LotusPay Account.
5.6 You shall not misuse your LotusPay Account to collect details of your Customers such as bank details for which consent has already not been taken from the Customers directly by you.
6. Security of your LotusPay Account
6.1 You shall keep the details of your LotusPay Account secure and shall not share it with any third person.
6.2 You shall change the password of your LotusPay Account every 6 (six) months. You shall ensure that your LotusPay Account password is strong and includes letters, digits and special characters.
6.3 You shall use your LotusPay Account with reasonable care such that any third person cannot see or overhear your Lotuspay Account details.
6.4 You shall install a standard security software program in your computer system to protect it from computer contaminants.
7. Lotuspay Fees
7.1 You will incur fees payable by You to LotusPay in connection with your use of the Services.
7.2 Your LotusPay Account shall reflect all the Mandates authorised by your Customers through LotusPay.
7.3 Fees to be charged by LotusPay for your use of the Services shall be governed by pricing terms agreed with You in advance. LotusPay reserves the right to modify pricing terms with respect to the Services by giving You one month’s written notice. If we do not hear from you, contesting such revision, within the specified time, we shall be entitled to enforce such revised fees and you shall be liable to pay such revised fee from the date of notification of revised fees.
7.4 You shall pay and be responsible for the payment of all relevant taxes in relation to the fees.
7.5 Where you are required to make any payment to LotusPay in respect of fees for Technical Services you shall do so by way of NACH Debit as and when requested by LotusPay.
7.6 All fees in respect of the Services to be paid to LotusPay shall become payable within one week on receipt of invoice by you, and shall be non-refundable.
8. Other
8.1 For the purpose of verification, LotusPay may ask for the details of your business including the name of your company, company identification number, your name, identity proof, and other documents required.
8.2 You authorise us to share your details or the details of any person that you have provided to us for the purpose of verification with any monitoring or credit referencing agency or any other entity as may deemed fit by LotusPay. Details shared include your personal details which shall be governed by our Privacy Policy.
8.3 If you connect your LotusPay Account with any third-party services, or request us to do so, then any fees, expenses or costs arising as a result thereof shall be payable by you.
8.4 You shall inform LotusPay in writing of any Customer who you believe is engaged in or connected with disreputable, fraudulent or illegal activity, such as money laundering or terrorist financing, as soon as such information comes to your notice. You shall inform us by writing an email to support@lotuspay.com or by using the contact details provided on our website.
9. Representation and Warranties
9.1 Each Party represents and warrants to the other Party that on the date hereof and reaffirms that during the Term of this Agreement, the following representation are and will be true:
9.1.1 the Party is duly incorporated and existing under the laws of its jurisdiction of incorporation;
9.1.2 it holds necessary licenses, approvals and consents as may be required for the conduct of its business and such licenses, approvals and consents are valid and subsisting.
9.1.3 the execution and delivery by such Party of this Agreement and the performance by such Party of the transactions contemplated hereby have been duly authorised by all necessary corporate or other action of such Party;
9.1.4 the execution of this Agreement or performance of obligations hereunder will not breach the Intellectual Property rights of any third party;
9.1.5 assuming the due authorisation, execution and delivery hereof by the other Party, this Agreement constitutes legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms;
9.1.6 no insolvency proceedings of any character, including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting such Party is pending or threatened, and the Party has not made any assignment for the benefit of creditors or taken any action in contemplation of, or which would constitute the basis for, the institution of such insolvency proceedings; and
9.1.7 there is no action, suit, proceeding or investigation pending or (to the best of the Party’s knowledge) threatened against the Party, which questions the validity of this Agreement or the right of the Party to enter into this Agreement, or to consummate the transactions contemplated hereby.
9.2 You hereby represent and warrant that:
9.2.1 You shall comply with all the terms of this Agreement or any other terms or policy available on the Website;
9.2.2 You shall resolve all the disputes and claims raised by your Customers against any product or service provided by You in a timely manner;
9.2.3 You shall obtain and maintain at all relevant times all approvals or authorisations necessary for you to accept Mandates from your Customers before accepting such Mandates;
9.2.4 You shall inform LotusPay of any change in the business or change in control of your business from time to time.
10. Disclaimer
10.1 LotusPay strives to provide you with the Service in the best possible manner in accordance with Applicable Laws but it does not provide any warranty that the Service will meet your requirements.
10.2 You acknowledge and agree that the Service provided by LotusPay may be interrupted, delayed or might be erroneous. In such cases you shall write to LotusPay to seek any assistance support@lotuspay.com.
10.3 LotusPay shall not be liable for any delayed, erroneous or defective Services for any reasons including but not limited to any reason beyond the control of LotusPay. LotusPay shall make reasonable efforts to remedy any reason that interrupts the Service.
10.4 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS STATED IN THE AGREEMENT, THE SERVICES ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS.
11. Liability
11.1 To the extent permitted by applicable law, our maximum aggregate liability in respect of claims arising out of or in connection with this Agreement and Services (regardless of form of action, whether in contract, negligence or otherwise) shall in no event exceed the fees paid by you and received by LotusPay for the Service availed by You within a period of three months preceding the occurrence of such claim that give rise to such liability.
11.2 Neither Party shall be liable for any indirect, known or unknown, consequential or other losses or liabilities incurred by the other Party including but not limited to loss of profits, loss if customer business or goodwill, loss of data, or any other losses arising due to delayed or interrupted Service, howsoever arising.
11.3 Any other liability of LotusPay with respect to delivery, non-delivery, defective delivery of Service, whether under any statute or otherwise, is excluded to the extent permitted by the Law.
11.4 Nothing contained herein limits the liability of the Merchant under this Agreement (i) with respect to any loss or damage incurred by LotusPay due to fraud, gross negligence or wilful misconduct of the Merchant (ii) for any negligent act that leads to death or personal injury.
12. Indemnity
12.1 You shall indemnify and hold harmless LotusPay from and against any losses, expenses, damages or costs which LotusPay may suffer or incur in respect of, or in connection with (i) any act or omission by any Customer, (ii) claim brought against LotusPay by a Customer, (iii) any claim brought against LotusPay by any Governmental Authority as a result of any breach by You of this Agreement, and (iv) any failure by You to obtain all consents and/or authorisations from the Customer (or otherwise) required to process any Mandate. (iv) any act or omission or breach of obligations on the part of Client; (iv) breach of Applicable Law, including applicable NPCI guidelines; (v) fraud, gross negligence or wilful misconduct by Client, its employees, agents, contractors.
13 Intellectual Property Rights
13.1 All pictures, marks, logos and information contained on Website are Intellectual Property either owned by, or assigned or licensed to, LotusPay. You are not authorised to use, reproduce or republish such copyrights in any format whatsoever without the written permission of LotusPay. If You wish to use any of the Intellectual Property of LotusPay, the same shall be used in the manner prescribed by LotusPay only after obtaining the prior written consent of LotusPay and solely for the purposes expressly permitted thereunder.
13.2 All Intellectual Property related to the LotusPay Service shall be the property of LotusPay protected under the laws of copyrights, trademarks, and other Applicable Laws. You can make any suggestions to the Intellectual Property owned by LotusPay but the Intellectual Property rights in such suggestions shall be with LotusPay and LotusPay shall be entitled to use such Intellectual Property at its sole discretion.
13.3 If you submit any material on the website, you agree to grant LotusPay the right to use, moderate, publish any such work worldwide for any of its Service(s), whether owned or affiliated.
13.4 Each Party guarantees to the other that it shall neither itself impair the title of the other Party to any Intellectual Property Rights nor permit any third party to do so, either by infringement or creation of any lien or encumbrance on any such Intellectual Property Rights.
13.5 Subject to the terms of this Agreement, we hereby grants to you a non-exclusive, non-transferable, limited, non-sublicensable, revocable license to use our APIs during the Term in the territory of India, solely in accordance with the API References and in connection with the Services as detailed in Schedule 1 below.
13.6 This Agreement does not grant You any right, title, or interest in or to the APIs. For clarity, you will use the APIs solely for availing the Services, and will not encourage, authorize or direct third parties to, copy, modify, create a derivative work of, reverse engineer, decompile, translate or disassemble the APIs, or otherwise attempt to extract the source code of the API or any component thereof.
14. Termination
14.1 Subject to Clause 14.3, this Agreement shall stand terminated if you delete your LotusPay Account or your LotusPay Account is deactivated or suspended by LotusPay in accordance with this Agreement. Deactivation or deletion of your LotusPay Account terminates our relationship with You and You can no longer avail yourself of the Service.
14.2 Either party may terminate this Agreement upon giving a 60 (sixty) days prior written notice to the other party.
14.3 Upon the termination or expiration of this Agreement:
14.3.1 each Party shall discontinue the use of any Intellectual Property owned by the other Party immediately;
14.3.2 neither Party will be entitled to claim any amount of loss or compensation for termination of the Agreement; and
14.3.3 the Account shall be deactivated/deleted, and it shall cease to be accessible to You and the Services shall cease to be provided with immediate effect.
14.3.4 You shall be liable to pay all dues to Lotuspay under this Agreement pertaining to the Services rendered to you by us up to the date of termination or expiration.
14.3.5 for whatsoever reason, each Party shall immediately cease to use the Confidential Information of the other Party, and shall immediately either return all Confidential Information including any copies thereof to the other Party, or shall destroy such Confidential Information upon written request of the disclosing Party and shall confirm this destruction to the other Party.
14.3.6 Provisions of this Agreement which are expressed or by implication survive the termination of this Agreement with respect to our relationship with You (including but not limited to Clauses 11, 12, 13, 14.3, 15, 16).
15 Governing Law and Dispute Resolution
15.1 Subject to Clause 15.2 (Dispute Resolution) below, this Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by and construed in accordance with Indian law and courts at Bangalore, shall have exclusive jurisdiction.
15.2 Any dispute or difference arising between the Parties as to the effect, validity or interpretation of this Agreement or as to their rights, duties or liabilities thereunder, failing amicable resolution through mutual negotiations within twenty (20) Business Days after a disputing party has delivered to the other disputing party a written request for such negotiations, shall be referred to and finally and conclusively settled by arbitration.
15.3 The arbitration proceedings shall be held in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996 (and the rules framed thereunder) as amended from time to time, for the time being in force.
15.4 The Parties shall jointly designate a sole arbitrator. In the event of failure to reach mutual agreement on the arbitrator, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (and the rules established therein).
15.5 The decision of the arbitrator shall be final and binding upon the Parties. The venue and seat of arbitration proceedings shall be at Bangalore. All proceedings in any such arbitration shall be conducted in English.
16. Confidentiality
16.1 The Parties agree that the Confidential Information which has been or will be disclosed by or on behalf of the disclosing Party will be received by the receiving Party in confidence and will be used only for performance of and in accordance with this Agreement.
16.2 Permitted Disclosures: Receiving Party may furnish the Confidential Information to its directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers, any representatives thereof) (collectively, “Representatives”) who have a need to know and are bound to keep it confidential in terms hereof. However, the receiving Party shall remain liable in case of any breach of confidentiality obligations by any of its Representatives.
16.3 The confidentiality obligations shall not apply to the following exceptions:
16.3.1 Any information which can be demonstrated as already available in the public domain at the time of its receipt by the Receiving Party or has become publicly known other than by a breach of this Agreement, as evidenced from written document;
16.3.2 any information which was received by Receiving Party in good faith and can be demonstrated as already available from a third party without any corresponding confidentiality obligations, as evidenced from written document; and
16.3.3 any disclosure of the information which may reasonably be required for compliance with statutory obligations or for the purposes of legal proceedings, provided, however, that Disclosing Party is forthwith informed on receipt of such a request from any authority.
16.4 Upon termination of this Agreement or upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy the Confidential Information (without retaining copies thereof) provided for the purpose of this Agreement. However the receiving Party:
16.4.1 will not be obligated to erase, destroy or return Confidential Information contained in archived computer system backups in accordance with its security and/or disaster recovery procedures or to the extent such destruction is not reasonably practicable, or if such data is transactional or registration data in an authorised payment system, and
16.4.2 may maintain copies of any Confidential Information in its records to the extent required by any Applicable Law.
17 Severability
If any provision or part of a provision of this Agreement shall be, or be found by any Governmental Authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of this Agreement, all of which shall remain in full force and effect.
18 Waiver
18.1 Any waiver granted by LotusPay shall be effective if such waiver has been obtained in writing from LotusPay.
18.2 Any waiver obtained from LotusPay shall be applicable to that particular act or circumstance for which waiver has been granted by LotusPay and such waiver shall not be construed as waiver of any subsequent obligation.
19. Relationship
19.1 Nothing contained in this Agreement shall be deemed to create any partnership, joint venture between You and LotusPay or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between You and Lotuspay. None of the Parties shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Parties except as specifically provided by this Agreement.
19.2 LotusPay shall have no relationship with your Customers and your Customers shall not have any rights or claims against LotusPay. If any of your Customers make any claims against or cause any losses to LotusPay, You shall indemnify LotusPay to the extent of loss caused. LotusPay shall not be liable for any failure, defect or delay in your services provided to your Customers. You shall also be liable to provide the Customer with adequate support services including support services in respect of any Mandate.
20 Assignment
You shall not assign your LotusPay Account to any third party without the written consent of LotusPay. If LotusPay consents to such assignment then such third party shall be bound by the terms of this Agreement as if that third party has signed up on the Website to avail the Service.
21 Contact
If you have any queries, complaints or wish to discuss our Service, please contact us at support@lotuspay.com.
SCHEDULE I
SCOPE OF SERVICE
I. Definitions
a) “API” means the application program interface specified at the API Reference which Lotuspay provides to You in connection with the provision of the Services;
b) “API Reference” means the detailed instructions given by Lotuspay at https://docs.lotuspay.com;“
c) “Authorised Mandate” means the Mandate authorised by the Customer;
d) “Bulk File” means the file importing system described at https://support.lotuspay.com which Lotuspay will provide to You in connection the provision of the Services;
e) “Creditor” means the beneficiary named in the Mandate;
f) “Creditor Bank Account” means a bank account mapped to an NACH Utility Code by the Sponsor Bank;
g) “Dashboard” means You log in area of the Web Application for You to create, view and modify certain data in relation to the Services;
h) “Destination Bank” means the NACH Bank that is the Customer’s bank;
i) “Email Notifications” means system-generated emails sent by Lotuspay to You and/or the Customers.
j) “API eMandate” means an API electronic Mandate as defined in the NACH Debit Rules;
k) “eSign Application Service Provider” (ASP) means Lotuspay, being sub-licensed by the ESP;
l) “eSign eMandate” means an Aadhaar eSign electronic Mandate as defined in the NACH Debit Rules;
m) “eSign Service Provider” (ESP) means the eSign gateway service provider licensed by CCA and UIDAI to provide Aadhaar eSign;
n) “External Mandate” means a Mandate created outside of the Account;
o) “Forms” means ready-made web forms that Lotuspay shall provide to You in relation to the Services;
p) “Imported Mandate” means an External Mandate imported into the Account;
q) “Knowledge Base” means the website provided by Lotuspay at https://support.lotuspay.com containing self-help information for You in relation to the Services;
r) “Mandate” means a mandate in the NACH Debit payment system;
s) “Mandate Activity” means the creation, amendment or cancellation of Mandates in the Account.
t) “Mandate Variant” means the variant of the Mandate, being either Physical Mandate or API eMandate or eSign eMandate, or any other variant that NPCI may introduce from time to time;
u) “NACH Bank” means a bank participating in the NACH Debit payment system;
v) “NACH Debit Rules” means the procedural guidelines, circulars and regulations given by NPCI in relation to NACH Debit and generally made available on www.npci.org.in;
w) “NACH Profile” means the mapping of an NACH Utility Code to a Sponsor Bank by NPCI, and the mapping of an NACH Utility Code to a Creditor Bank Account by such Sponsor Bank.
x) “NACH User Name” means the Creditor’s name associated with an NACH Utility Code, as recorded by NPCI.
y) “NACH Utility Code” means the unique identification number granted by NPCI for a Creditor to participate in NACH Debit in accordance with the NACH Debit Rules.
z) “NPCI NACH Mandate Management System” means NPCI’s central system of process and record for Mandates in NACH Debit;
aa) “ONMAGS” means the Online Mandate Approval Gateway Service operated by NPCI for the Customer to authorise eMandates;
bb) “Physical Mandate” means a physical mandate as defined in the NACH Debit Rules;
cc) “Plan” means a template for creating Mandates;
dd) “SDK” means the software development kit specified at https://docs.lotuspay.com that Lotuspay will provide in the Services;
ee) “SMS Notifications” means system-generated SMSs sent by Lotuspay to the Customers.
ff) “Source” means a request to create a Mandate.
gg) “Sponsor Bank” means the NACH Bank that is the bank receiving and submitting the Mandates to the NACH Debit system;
hh) “Support” means the provision of support services by Lotuspay to You in connection with the Services;
ii) “UMRN” means Unique Mandate Reference Number, being the unique identifier assigned by NPCI to a Mandate.
jj) “Web Application” means the software at https://app.lotuspay.com created and managed by Lotuspay and offered to You in relation to the provision of the Services.
kk) “Webhook” means the web call-back interface which Lotuspay will provide to post information to You’s application in connection with the provision of the Services.
A. Account Opening and Operation Services
1. Opening and operation of Account by You.
1.1 If you connect your Lotuspay Account with any third-party services, or requests Lotuspay to do so, then any fees, expenses or costs arising as a result thereof shall be payable by You.
1.2 You undertake to abide by NPCI and Sponsor Bank’s rules and regulations in relation to NACH Debit.
1.3 You may assign team member access rights to your employees and authorised persons only. Such persons must be natural persons only. Departmental or team access rights are not permitted.
1.4 You shall immediately terminate access rights to the Account provided by you to any person upon termination of their employment agreement with you or otherwise who ceases to act in an authorised capacity on your behalf for any reason whatsoever.
1.5 You must inform Lotuspay without undue delay on becoming aware of loss, theft, misappropriation or unauthorised use of the details of the Account data.
1.6 You understand and agree that your Mandate Activity is executed based on one or more NACH Profiles.
1.6.1 By default, the NACH Profile in use shall be that of Lotuspay.
1.6.2 If You wish to use its own NACH Profile for any Mandate Activity, You must inform Lotuspay of its intention to do so in advance of conducting such Mandate Activity.
1.6.3 You may request Lotuspay to create an NACH Profile for You by providing the requisite details, namely an NACH Utility Code, an NACH User Name, and a Sponsor Bank.
1.6.4 Lotuspay shall determine at its sole discretion whether such requested NACH Profile is feasible in the provision of the Services. If Lotuspay elects to create such NACH Profile, You authorise Lotuspay to act as your agent in liaising with the Sponsor Bank for the smooth operation of the Mandate Activity.
1.6.5 You shall follow the specific instructions to use the relevant NACH Profile for any Mandate Activity.
1.7 You authorise Lotuspay to generate Email Notifications and/or SMS Notifications and send them to You and/or Customers in the manner described in the Knowledge Base and API Reference.
1.8 Unless You request to opt out of Email Notifications to the Customer, and provided that Lotuspay agrees to such request, You authorise Lotuspay to generate email notifications and requests and send them to the Customer in the manner described in the Knowledge Base and API Reference. If You request to opt in to SMS Notifications to the Customer, and provided that Lotuspay agrees to such request, You authorise Lotuspay to generate SMS notifications and requests and send them to the Customer in the manner described in the Knowledge Base and API Reference.
1.9 Lotuspay will provide Support via email.
1.10 You will provide customer support to Customers. Lotuspay will not provide any customer support to Customers.
1.11 Unless explicitly stated elsewhere in this Agreement, You shall be responsible for paying the Sponsor Bank’s fees incurred by the Mandate Activity.
II. Mandate Services
1. Mandate Creation and Management.
1.1 You and/or the Customer can create Mandate requests using the methods described in the API Reference and Knowledge Base, which may include Forms, Bulk File, API and SDK. Such methods may change from time to time and the revised methods shall be promptly published in API Reference and Knowledge Base.
1.2 You understand and acknowledge that the Destination Bank must be live for the Mandate Variant being created, failing which the Mandate cannot be created.
1.3 You will be responsible for verifying the contents of the Mandate. You acknowledge and understand that Lotuspay shall not be responsible for verifying the contents of the Mandate.
1.4 You may use Plans to create Mandates subject to the instructions given in the Knowledge Base. You acknowledge and understand that Plan public Forms are accessible to anyone that knows the URL of such Form, and therefore the Plan public Form can be used by a Customer to create and authorise a Mandate without consulting You. Such creation of a Mandate by a Customer shall be construed as having your explicit consent.
1.5 You are responsible for getting the Customer to authorise the Mandate.
1.6 Where the Mandate Variant is eMandate:
1.6.1 You undertakes to abide by NPCI’s specific rules and regulations in relation to eMandates.
1.6.2 You undertake to abide by the Sponsor Bank’s specific rules and requirements in relation to eMandates;
1.6.3 Where the Customer is to authorise the eMandate via ONMAGS API, Lotuspay shall provide You with connectivity to ONMAGS to the extent permitted and supported by NPCI.
1.6.4 Where the Customer is to authorise the eMandate via Aadhaar eSign, Lotuspay shall provide You with connectivity to the eSign gateway to the extent permitted and supported by UIDAI, CCA and the ESP.
1.7 Where the Mandate Variant is Physical Mandate:
1.7.1 The Services include a feature for You to create Physical Mandate objects in the Account. The Physical Mandate also has attached to it a pre-filled PDF file in the format required by NPCI. Your use of such pre-filled PDF is optional.
1.7.2 You undertake to abide by the Sponsor Bank’s specific rules and requirements in relation to mandate processing basis scan images, including executing any additional documents as the Sponsor Bank may require and submitting the original paper Physical Mandate to the Sponsor Bank if so required.
1.7.3 You undertake that it shall not modify the image of the Physical Mandate in any way that would lead the data in the image to be deemed different to the data in the original paper.
1.7.4 You shall be responsible for verifying that data in the original paper matches the data in the uploaded scan image.
1.8 Upon You uploading and submitting an image of the Authorised Mandate in the Dashboard in the manner described in the Knowledge Base, Lotuspay shall submit the Authorised Mandate to your specified Sponsor Bank on your behalf.
1.9 Upon the Sponsor Bank informing Lotuspay of the changes to the status of a Mandate, Lotuspay shall inform You of the same via the Dashboard and the Webhook, and You may view the same via the Dashboard and the API.
1.10 Lotuspay shall manage its Forms and Mandate authorisation pages on Lotuspay’s domain lotuspay.com.
1.11 You give Lotuspay its express permission to use your name, logos and trademarks in the Dashboard, in Forms, and in Email Notifications and SMS Notifications for the purpose the Services.
1.12 Lotuspay may permit You to import External Mandates into the Account, at which point such External Mandate shall become an Imported Mandate. For each Imported Mandate, Lotuspay shall assume that its status is active in the NPCI NACH Mandate Management System unless otherwise accepted by Lotuspay. Lotuspay shall not be responsible for verifying the status or attributes of any Imported Mandate. Imported Mandates may be cancelled in the Account in the manners described in the API Reference and the Knowledge Base.
III. ACH Debit Transaction Services
1. Additional definitions:
1.1 "ACH Debit Collection” means the aggregate amount of confirmed ACH Debit Transactions on an NACH Profile on a particular Charge Date;
1.2 “ACH Debit Transaction” means a debiting of funds from a Customer’s bank account based on the authorisation taken in a Mandate;
1.3 “ACH Debit Transaction Activity” means the creation, amendment or cancellation of ACH Debit Transactions in the Account.
1.4 “Charge Date” means the date on which the ACH Debit Transaction should be charged;
1.5 “Late Return” means a charge back of a confirmed ACH Debit Transaction, as per the rules of NACH Debit;
1.6 “NACH Debit Business Day” means a Business Day on which NACH Debit is in effect as determined by NPCI.
1.7 “Subscription” means a pre-determined schedule of ACH Debit Transactions on a Mandate;
2. If the Creditor Bank Account in the NACH Profile of a Mandate is your bank account or your partner’s bank account, You will initiate ACH Debit Transactions in the Account using the methods more specifically described in the API Reference and the Knowledge Base and/or by creating Subscriptions. The methods shall include Forms, Bulk File, API and SDK. Such methods may change from time to time and the revised methods shall be promptly published in API Reference and Knowledge Base.
3. The ACH Debit Transaction Activity shall be executed on the selected NACH Profile.
4. Upon the Charge Date, and provided that the Charge Date is an NACH Debit Business Day, Lotuspay will submit the scheduled ACH Debit Transactions to the Sponsor Bank for further submission to the NACH Debit payment system.
5. Upon the Sponsor Bank informing Lotuspay of the changes to the status of an ACH Debit Transaction, Lotuspay shall update the status of the ACH Debit Transaction in the Account.
6. You can monitor the status of the ACH Debit Transaction Activity in the Dashboard, API and Webhook.
7. You undertake, represent and warrant that you have obtained and maintained at all relevant times all approvals or authorisations necessary for it to accept ACH Debit Transactions from Customers.
8. ACH Debit Transaction cancellations.
8.1 The Customer cannot directly cancel ACH Debit Transactions. Should the Customer wish to cancel an ACH Debit Transaction, the Customer must request You to cancel the ACH Debit Transaction. Should You wish to honour such request for cancelling an ACH Debit Transaction, they may do so in the manner described in the API Reference and/or Knowledge Base.
8.2 You may cancel any scheduled ACH Debit Transaction up to the cut-off time stipulated in the Knowledge Base. After such cut-off time, ACH Debit Transaction cannot be cancelled.
8.3 If your NACH relationship with the Sponsor Bank is fully managed by Lotuspay, Lotuspay will request the Sponsor Bank to pay out the actual received funds of the ACH Debit Collection to the Creditor Bank Account.
8.4 Upon being informed by Lotuspay of a Late Return, You shall respond within one working day, and shall immediately return the required amount to the Sponsor Bank if so required.
IV. Managed ACH Debit Transaction Services
1. Additional definitions:
1.1 “IMPS” means the Immediate Payment Service payment system;
1.2 “NEFT” means the National Electronic Funds Transfer payment system;
1.3 “Managed Bank Account” means the Sponsor Bank’s internal bank account for receiving and forwarding clients’ monies;
1.4 “Managed ACH Debit Transaction” means an ACH Debit Transaction which is to be received into the Managed Bank Account.
1.5 “Managed ACH Debit Activity” means the creation, amendment or cancellation of Managed ACH Debit Transactions in the Account.
1.6 “RTGS” means the Real Time Gross Settlement payment system;
1.7 “Payout” means an aggregate collection of Managed ACH Debit Transactions;
1.8 “Payout Bank Account” means your nominated bank account for receiving Payouts.
1.9 “Payout Transaction” means the pay out of a Payout to the Payout Bank Account;
2. If You choose in any of its NACH Profiles to map its NACH Utility Code to Lotuspay’s nominated Sponsor Bank and the Managed Bank Account held with the same Sponsor Bank, and, provided that the Sponsor Bank executes the aforementioned mappings and provided that Lotuspay agrees to such mapping, Lotuspay shall be willing to process the ACH Debit Transactions as Managed ACH Debit Transactions and shall request the Sponsor Bank to forward these monies as Payouts to the Payout Bank Account.
3. When the Creditor Bank Account in the NACH Profile of a Mandate is the Managed Bank Account, the Mandate shall create Managed ACH Debit Transactions.
4. You undertake, represent and warrant that you will provide all necessary information to Lotuspay for Lotuspay to conduct “know your customer” diligence and anti-money laundering compliance upon You for the purpose of processing the Managed ACH Debit Transactions and Payouts.
5. The Parties agree to abide by all laws and regulations in relation to payment processing.
6. You shall pay for and be responsible for all relevant taxes in relation to the Managed ACH Debit Transactions.
7. You shall specify to Lotuspay the Payout Bank Account to which the Payouts are to be paid. Lotuspay may require evidence of such bank account. You may change the Payout Bank Account from time to time, and not more often than twice in a month, by notifying Lotuspay in writing.
8. On each NACH Business Day where at least one Managed ACH Debit Transaction is received into the Managed Bank Account, Lotuspay shall create a Payout of all the received Managed ACH Debit Transactions due to be settled.
9. Lotuspay shall request the Sponsor Bank to pay out the Payout, less the applicable Fees, to the Payout Bank Account in one or more Payout Transactions. You acknowledges that Lotuspay shall initiate the Payout only upon reconciliation of the Managed ACH Debit Transaction by Lotuspay and Sponsor Bank.
10. Where the Payout Bank Account is held with the same bank as the Sponsor Bank, the Payout shall be paid out via IFT;
11. Where the Payout Bank Account is held with any other bank, the Payout shall be paid out via RTGS for amounts equal to or greater than Rs 2 lakhs or via IMPS for amounts less than Rs 2 lakhs, provided that the bank of the Payout Bank Account supports such payment system;
12. Provided that, in all cases, Lotuspay may instead opt to arrange the Payout Transaction via NEFT at its sole discretion, provided that the bank of the Payout Bank Account supports such payment system.
13. Lotuspay shall initiate the Payout Transaction within one working day of receipt of the Managed ACH Debit Transaction.
14. If the Sponsor Bank pays any erroneous Payout Transaction to You, You shall immediately reimburse the full amount to Lotuspay upon demand.
15. It is clarified that amounts received and held by Lotuspay in the Managed Bank Account pursuant to any Managed ACH Debit Transaction do not accrue any interest during the pendency of the Payout under the agreed timelines.
16. Refund of Managed ACH Debit Transaction.
16.1 Lotuspay shall not provide refunds for any Managed ACH Debit Transactions.
16.2 If a Customer requests any Party for a refund or is due a refund, You undertake to deal with such requested refund and, if required, make any refund payment using any means other than the Account.
16.3 You shall indemnify Lotuspay for any loss incurred or suffered by Lotuspay due to any claim for refund by any Customer.
17. Disputes.
17.1 Managed ACH Debit Transaction disputes shall be dealt with by Lotuspay in accordance with the NACH Debit Rules and the Payout Bank Account rules and regulations set out by RBI and the Sponsor Bank.
17.2 Lotuspay shall have the right to suspend the Account if there are multiple disputes.
