PaymentNepal

Merchant Terms & Condition

Terms and Conditions of Payment Nepal

“Valid Card” means a Visa or a MasterCard International credit card, debit card, prepaid card, or any other card acceptance facility provided by the Bank and which is not listed in Visa/MasterCard International’s and other current warning bulletins.
“Participants Site” shall mean the website established by the Participant for the purposes of enabling its Customers to view the goods and place orders for the purchase of goods and services through the Internet.
“Card Associations” shall mean and include Master Card & Visa which authorizes and enables card transactions.

Rejection of Payment

The PaymentNepal may reject payment in respect of Orders where:

The Participant has not obtained the necessary authority under the agreement.
Any Order which the Customer refuses to pay because the Product/Service was not as promised or was defective or was not delivered.
Payment in respect of the Order or the relevant installment of the purchase price has already been made.
The PaymentNepal calls for physical proof of delivery in respect of a Service, delivery/performance of the Service. All proof of delivery of Products shall be maintained by the Participant for a period of at least one year from the date of delivery by the Participant and shall be open to inspection by PaymentNepal or Nepal Rastra Bank (NRB) at any time whatsoever.
Where the PaymentNepal is entitled to reject payments in respect of an Order or demand a refund, the PaymentNepal shall be entitled to set off and deduct from any payment due to the Participant, and in doing so the PaymentNepal may:-

Debit the Participants Account held with the Settlement bank.
Deduct the outstanding amount from subsequent credits to the Participant's Account.
If there are insufficient funds available in Participant's account; claim from the Participant the amount paid to the Participant by the PaymentNepal in respect of the related sales, which the Participant on receipt of the claim from the PaymentNepal undertakes forthwith to pay to the PaymentNepal, the amount of the refund to the extent to which such funds proves inadequate.

Breach by Participant:

If the PaymentNepal suspects, on reasonable ground, that the Participant has committed a breach of this agreement or conducted dishonesty or fraud against the PaymentNepal or any customer, the PaymentNepal shall be entitled to suspend all payment under this agreement to the Participant pending inquiries by the PaymentNepal. The PaymentNepal shall not be liable to pay any interest upon the suspended payouts during or after the pendency of the inquiry.

Breach by Customer: In case the Customer of the Participant commits fraud against the Participant using the PaymentNepal services, the PaymentNepal in such cases shall be entitled to suspend the payout of the disputed amount till the issue is resolved between Participant and Customer. The PaymentNepal shall not be liable to pay any interest upon the suspended payouts during or after the pendency of the inquiry.

COVENANTS OF THE PARTICIPANT

The Participant shall ensure that the best service standards in the industry are adopted and shall ensure delivery of all goods and services purchased for Customers in accordance with the highest standards, business ethics, and consumer protection.
The PaymentNepal shall not be a party to the Agreement between the Customers and the Participant in any manner whatsoever. All contracts are directly between the Participant and the Customer. In the event of any dispute between the Participant and the Customer whether in relation to any deficient, improper or incomplete service provided by the Participant or otherwise, the PaymentNepal shall not be made a party to any litigation, arbitration, or other proceeding instituted in respect of such disputes.
The Participant assures and guarantees to the PaymentNepal that the Participant is acting in compliance with and shall at all-time act in compliance with all laws, rules, regulations, notifications, and guidelines set by Nepal Rastra Bank/Visa/MasterCard/GPS /Acquiring PaymentNepal and Card Associations.
The Participant further confirms, undertakes, and assures PaymentNepal, that in the event of a violation of any of the by-laws and standards of the PaymentNepal or law/rules/regulation as above by the Participant and any penalty/expense imposed on the PaymentNepal for any violation for any reason whatsoever, the Participant shall on receipt of the claim from the PaymentNepal undertakes forthwith without any demur, protest, dispute or delay to pay to the PaymentNepal, the amount of the penalty/ fine imposed on the PaymentNepal with the interest.
PaymentNepal shall be entitled to require the Participant to add to its Site such, warranties and indemnities or prohibit the display of any material on the Site if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline as the PaymentNepal may require from time to time. The Participant shall not carry out any activity, which is banned, illegal or immoral.
The Participant shall not at any time require the Customer to provide the Participant with any details of the accounts held by them with the PaymentNepal including the passwords, account number, card numbers, and PIN which may be assigned to the customer by the PaymentNepal from time to time. Further, the Participant is not allowed to capture/store the card details e.g. Card Number, Expiry date, CVV2, cardholder password, OTP, etc. at its website, web page, servers, and records, etc. in any form. The security of the Participant's website shall be strong enough to protect the information entered by the Customer. Information Security in this regard shall be the responsibility of the Participant.
In the event of any inconsistency between any provision of this agreement and the standards set out by the PaymentNepal and Card Associations, the standards shall govern.
The Participant is aware that PaymentNepal is not guaranteeing any transactions with the Customers in any manner whatsoever. The Participant assures that the Customers will place the orders themselves and agree not to place orders on behalf of customers.
The Participant shall use PaymentNepal’s payment gateway only for the Participant's site and for no other site/s. In case of any deviation from the services without the prior written approval of the PaymentNepal, the Participant undertakes to abide by the decisions of the PaymentNepal including suspension of the payout or refund to the customer or termination of the PaymentNepal services.
The Participant acknowledges that the PaymentNepal and the Card Associations have the right to enforce any provision of the standards and to prohibit any Participant conduct that may injure or may create a risk of injury to the PaymentNepal and/or Card Associations including injury to reputation, or that may adversely affect the integrity of the PaymentNepal and/or Card Association's core payment systems, information or both. The Participant agrees that it will not take any action that might interfere with or prevent the exercise of this right by the PaymentNepal and/or Card Associations.
The Participant shall take all precautions as may be feasible or as may be directed by the PaymentNepal to ensure that there is no breach of security and that the integrity of the link between the Participant's Site, the PaymentNepal's site, and the Payment Mechanism is maintained at all times during the term of this Agreement. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the Participant and the Participant shall indemnify and keep indemnified the PaymentNepal from any loss as may be caused in this regard.
The Participant hereby grants to the PaymentNepal a non-exclusive, royalty-free, limited license to use, display, and reproduce the trademarks, service marks, and logos of the Participant solely in connection with the marketing of their facilities and services to the public. The Participant shall prominently display on its website and in other online marketing materials, a statement/logo/image provided by the PaymentNepal. This statement/logo/image must be prominently displayed to all customers as notified by the PaymentNepal from time to time. The Participant shall disclose its privacy policy on the Site and ensure that the Participant conducts its business in accordance with the same. The Participant 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 goods and services, which are offered through or included in the Participant’s Site.
The Participant shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) due upon the services related to the Customer Orders received through the Participants and the PaymentNepal's site.
The Participant represents and warrants to the PaymentNepal that:

(a) Participant is duly organized, validly existing, and in good standing under the Laws of the territory in which its business is registered and a resident of Nepal for income tax purposes.

(b) Participant has all requisite license, registrations, right, power, and authority in full force to enter into this Agreement and perform its obligations and grant the rights, licenses, and authorizations hereunder.

(c) Participant and its subcontractors, agents, and suppliers will comply with all applicable Laws in the performance of its obligations and exercise of the rights under this Agreement.

The Participant hereby agrees, assures, and covenants as under, as far as Visa/MasterCard processing is concerned: -

The Participant must indicate its acceptance of the Visa/MasterCard whenever it communicates the payment methods it accepts to customers and display the Visa/MasterCard/ Marks according to the Visa/MasterCard guidelines and as prominently and in the same manner as any Other Payment Product.
The Participant must not

(i) Try to dissuade Visa/MasterCard members from using the Visa/MasterCard.

(ii) Criticize or mischaracterize the Visa/MasterCard or any of its services or programs.

(iii) Try to persuade or prompt Visa/MasterCard members to use any Other Payment Products or any other method of payment.

(iv) Impose any restrictions, conditions, or disadvantages, when the Visa/MasterCard is accepted that, are not imposed equally on all Other Payment Products (except where expressly permitted under applicable national law).

(v) Promote any Other Payment Products (except the Participant’s own card that it issues for use solely at its Establishments) more actively than it promotes the Visa/MasterCard.

The Participant must not:

(i) Engage in activities that harm Visa/MasterCard's business or brand.

(ii) Indicate or imply that it prefers, directly or indirectly, any Other Payment Products over the Visa/MasterCard. If Visa/MasterCard provides notice to PaymentNepal that Participant has breached this provision, PaymentNepal reserves its right to cease submitting charges and requires Participant to remove all Visa/MasterCard identification, logos, and decals from Participant’s website immediately. If Visa/MasterCard determines that the PaymentNepal on behalf of the Participant vide this Agreement has failed to cease submitting Charges after receipt of such information from Visa/MasterCard and that the PaymentNepal has breached this provision due to default of Participant, the PaymentNepal shall pass such penalized amount in the currency of charge or in equivalent Nepalese Rupees for continuing to submit Charges. This penalty will apply on an actual basis. The PaymentNepal in event of such penalty being imposed by Visa/MasterCard reserve its right to impose the same on the Participant and the Participant agrees to pay such penalty to the PaymentNepal forthwith without any demur or protest, dispute or delay.

The Participant shall maintain customer service information that is readily available for review by Visa/MasterCard members transacting with Participant. The customer service information should include clear instructions on how to contact Participant if the Visa/MasterCard member has any questions about a transaction. At a minimum, the instructions must provide an active customer service e-mail address and a customer service telephone number for the Participant.

The Participant undertakes to abide by the Visa/MasterCard Rules/manuals/standards all the time. Based on the Visa/MasterCard Rules the Participant undertakes the following:

On an ongoing basis, the Participant is to promptly provide the PaymentNepal with the current address of each of its offices, all “doing business as” (DBA) names used by the Participant, and a complete description of goods sold and services provided.
In the event of any inconsistency between any provision of the Participant Agreement and the Standards, the Standards will govern.
The PaymentNepal may require any changes to Participant's website or otherwise that it deems necessary or appropriate to ensure that the Participant remains in compliance with the Standards governing the use of the Marks. It shall be the responsibility of the Participant to comply with such advice of the PaymentNepal.
This Participant Agreement automatically and immediately stands terminated if the Visa/MasterCard Corporation de-registers the PaymentNepal for any reason.
The PaymentNepal may, at its discretion, may immediately terminate the Participant Agreement for activity deemed to be fraudulent or otherwise wrongful by the Participant.

The Participant acknowledges and agrees:

To comply with all applicable Standards, as amended from time to time.
That the Visa/MasterCard Corporation is the sole and exclusive owner of the Visa/MasterCard Marks.
Not to contest the ownership of the Marks for any reason.
The Visa/MasterCard Corporation may at any time, immediately and without advance notice, prohibit the Participant from using any of the Visa/MasterCard Marks for any reason.
The Visa/MasterCard Corporation has the right to enforce any provision of the Standards and to prohibit the Participant from engaging in any conduct the Corporation deems could injure or could create a risk of injury to the Visa/MasterCard Corporation, including injury to reputation, or that could adversely affect the integrity of the Interchange System, the Corporation’s Confidential Information as defined in the Standards, or both.
The Participant will not take any action that could interfere with or prevent the exercise of this right by the Corporation.

The Participant undertakes to abide by the rules and regulations formed by the governing authority in respect of the Money Laundering Prevention Act, Information Technology Act, and other relevant laws.
The Participant hereby undertakes that all the representations made herein are true and valid as per the law of Nepal. The Participant represents that the Participant holds valid licenses, brand proofs, and tie-up agreements from its business Associates, and the Participant is legally authorized to sell the products and services online through the Participant Uniform Resource Locator (URL).
The Participant upon a change in details provided under this agreement shall provide supporting documents to the PaymentNepal. The Participant shall provide the KYC documents to the PaymentNepal on an interval of one year or as and when there are any changes included in the ownership.
The Participant shall keep updated on its website on all the Policies including but not limited to Privacy Policy, Refund and Return Policies, Chargeback Policy, and other terms and conditions pertaining to the Products and services of the Participant.
The Participant agrees to refund the total transaction amount including the commission charges of Credit Card Company, Settlement Bank, and Third Party Agents in case the participant loses the case of Chargeback initiated from customers. In such cases, when there is an instance of a chargeback from a customer, PaymentNepal shall duly notify the participant and the participant will provide documentation specified in the notification. The documentation shall be forwarded to the credit card Company through the NIC Asia channel. It is the credit card company that gives the verdict on the merit of the case. The cardholder (Customer) either wins or loses the chargeback. If the dispute is lost by the participant then the participant agrees to refund the entire invoice value (transaction amount) without any delay.
The Participants agree to make all the documents requested by PaymentNepal available and any fraud found therein shall be the liability of the participants themselves.
The Participants agree to have their accounts reconciled as and when required by PaymentNepal.
The Participants agree to settle their account only after the delivery confirmation document is received by PaymentNepal, any delay in settlement caused due to delayed documentation from the side of Participants or its Customers will not be a liability of PaymentNepal.
Delivery confirmation notification attachment from participants with an authentic receipt of goods duly signed by the customer and participant should be sent through mail or participant module for settlement of payments related to local and international delivery.
In case of High-value transactions, the Participants agree to notify PaymentNepal of the same beforehand and provide necessary documentation as required.
The Participants agree to compensate PaymentNepal for any losses caused due to negligence of the Participants.
In case the Participants require PaymentNepal to tie up with NCHL/any other for its Settlement, such charges will be borne by the participants themselves.
In case the Participants have more than one website or multiple companies, they cannot use the Payment Gateway payment Sandbox taken for one company website for another website, even if they belong to the same Participant. One Payment Gateway shall be used solely for only one website.
The Participants agree to bear a deduction in the transaction amount for the payments of the Monthly Maintenance charge directly from the settlement bank of the participant.

FAIR USE OF PAYMENTNEPAL SERVICES

The Participant shall use the services of the PaymentNepal only for the purpose of receiving online payments against the products/services offered/sold by the Participant. Using the services of the PaymentNepal for any other purpose shall entitle the PaymentNepal to take appropriate legal action, suspend all the pay-outs to the Participant, claim compensation, and set off amounts.
The Participant shall not misuse the services of the PaymentNepal for illegal gains including but not limited to illicit use of credit/debit/prepaid cards.

The Participant data related to transactions taking place through PaymentNepal's payment gateway services shall be stored by the PaymentNepal as per PaymentNepal’s retention policy from the date of transaction. Post the expiry of the retention policy of PaymentNepal, data will automatically get deleted from PaymentNepal's database. The PaymentNepal shall not be liable to produce data that is beyond its retention period.

REFUND AND RETURN POLICY

Participant shall process returns of and provide refunds and adjustments for Products/Services sold and Payment collected through Participant's site via PaymentNepal’s Payment gateway in accordance with this Agreement, the PaymentNepal’s instructions, and Card Associations such as Visa/MasterCard International's Rules. The Participant understands that all refunds must be routed from the same PaymentNepal and Payment Gateway through which the transaction was made. In the event that the Participant initiates refunds through any other mode, the Participant shall be fully liable for all consequences/Chargebacks raised in respect of the transaction refunded. The Participant shall:

(a) Maintain a fair return, cancellation, or adjustment policy in accordance with the type of business.

(b) Disclose its return or cancellation policy to Customers at the time of purchase.

(d) Not accept cash or any other item of value for preparing a card sale refund.

ACCEPTANCE OF CHARGES WITH FULL RECOURSE

The Participant agrees that payment made in respect of any Order, which proves to be uncollectible from the Customer and/or in respect of which the Issuing Bank raises a claim, demand, dispute, or chargeback on the PaymentNepal for any reason whatsoever shall be the responsibility of the Participant. The Participant agrees to the payment of the chargeback amount of such uncollectible charge as the case may be without any demur or protest, dispute or delay.

The Participant hereby authorizes PaymentNepal to appropriate the Participant’s current balance amounts with the Bank to the extent of the aforesaid uncollectible amounts and any other money due to the PaymentNepal by the Participant in terms of this Agreement in respect of a Customer Charge without any demur, protest, dispute or delay. If there are insufficient funds available therein; the Participant shall on finding out the negative balance in his/her Participant Account and/or on receipt of the e-mail from the PaymentNepal and/or claim from PaymentNepal undertakes forthwith without any demur, protest, dispute or delay to pay to PaymentNepal, the amount of the dispute/refund to the extent to which such funds proves inadequate. Without prejudice to any other of the PaymentNepal rights and remedies, in the event that the Participant does not make any payment to PaymentNepal by its due date or on demand as required under this Agreement, the PaymentNepal shall be entitled to charge daily interest on such overdue amount from the due date of demand (as the case may be) until the date of payment in full at the highest rate levied to the PaymentNepal's credit customers.

INDEMNITY

The Participant releases the PaymentNepal from and agrees to indemnify, defend and hold harmless the PaymentNepal against any claim, loss, damage, settlement, penalties, demands, cost, taxes, expense, or other liability arising directly or indirectly against any claim by the customers or any third party or law enforcing entity or courts against the PaymentNepal from or related to:

(a) Any actual or alleged breach or non-performance by the Participant of any of the Participant’s undertakings, warranties, covenants, declarations, or obligations under this Agreement.

(b) Any claim, proceeding, loss, or liability brought by the Customer or any other person against the PaymentNepal in respect of any Products or services offered by the Participant including the offer, sale, fulfillment, refund, adjustment, return, or any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto.

(c) The Participant’s Taxes: In the event of the PaymentNepal being entitled to be indemnified pursuant to the provisions of this Agreement, the PaymentNepal shall be entitled to accordingly and to such extent debit the Participant's Account with the PaymentNepal irrespective of any dispute that the Participant may have in respect of such payment.

NO WARRANTY

The PaymentNepal disclaims all warranties, express or implied, written or oral including but not limited to warranties of Participantability and fitness for a particular purpose. The Participant acknowledges that PaymentNepal’s services may not be uninterrupted or error-free.
The PaymentNepal's sole obligation and the Participant’s sole and exclusive remedy in the event of an interruption to the Services or loss of use and/or access to the PaymentNepal's Site and the PaymentNepal’s Payment Mechanism and services shall be to use all reasonable endeavors to restore the Services and/or access to the Payment Mechanism as soon as reasonably possible.
In case the Participant’s customer raises a claim on the PaymentNepal, the Participant shall release the PaymentNepal from claims, demands, and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such claims or disputes. And the Participant owns such claims to solve the problem/dispute.
Without prejudice to any other provisions of this Agreement, the PaymentNepal shall not be liable to the Participant for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the PaymentNepal's site and services and/or this Agreement.

TERMINATION

Termination for Breach:

Either Party may terminate this Agreement with immediate effect if the other Party commits any breach of the terms of this Agreement.

Termination in Case of Violation of Law: In addition to any other termination rights granted by this Agreement, the PaymentNepal may terminate this Agreement immediately without liability upon verbal or written notice if:

(i) The PaymentNepal is notified or otherwise determines in good faith that the Participant is using the PaymentNepal services and facilities in furtherance of any activity which violates any law, rule, or regulation.

(ii) The PaymentNepal or any of their directors, officers, stockholders, employees, or agents are made the subject of a criminal or civil action or investigation or are threatened by such action as a consequence of the use of the facility or services by the Participant.

(iii) If the Card Associations de-registers the Participant.

Termination by notice: In addition to any other termination rights granted under this Agreement, either Party may terminate this Agreement 30 days prior to written notice to the other. The service provided under this agreement shall be suspended immediately upon receipt of the termination notice
Termination for non-use: The PaymentNepal may terminate this Agreement if the Participant fails or neglects to use the facilities and services of the PaymentNepal for a continuous period of 180 days.
Withholding of charge on termination: In the event that either of the Parties serves a notice of termination of this Agreement on the other party, the PaymentNepal shall be entitled to withhold for a period of 180 days from the date of such notice, up to 100% of amounts payable to the Participant in terms of Agreement in respect of each Customer Charge arising after the date of such notice. In the event that the PaymentNepal terminates this Agreement, the PaymentNepal shall be entitled to withhold for a period of 180 days from the date of such breach 100% of amounts payable to the Participant in terms of Clause 3 of this Agreement in respect of each Customer Charge arising after the date of such breach.

SCHEDULED MAINTENANCE

Scheduled system outages may occur between 12:00 a.m. and 6:00 a.m. Scheduled maintenance will be advised to the Participant at least 24 hours before occurrence. Other Unscheduled Maintenance system outages may occur anytime and the participant shall be duly notified.

FORCE MAJEURE

The PaymentNepal shall not be liable for any failure to perform any of its obligations under the Agreement if the performance is prevented, hindered, or delayed by a Force Majeure Event and in such case, its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the PaymentNepal including without limitation, unavailability of any communication system, breach or virus in the processes or Payment and Delivery Mechanism, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking unauthorized access to computer data and storage devices, computer crashes, suspension of PaymentNepal's license with payment associations, etc.

This agreement shall be subjected to amendment after one year if required. Under special circumstances, either party can request a review of the agreement clauses with the due consent of the other party prior to one year. Any such review shall be detailed in the addendum superseding the previous clause.