Payment Terms Last updated: August 10, 2016 | Ver. 1.1
By using eatOS, Inc. (“eatOS,” “we,” “our,” or “us”) payment processing services (“Payment Services”), you agree to be bound by the General Terms of Service
(“General Terms”), these additional terms and conditions (“Payment Terms”) and all other terms, policies and guidelines applicable to the Services (as defined in the General Terms) used. If you are using the Payment Services on behalf of a business, that business accepts these terms. Payment Services may only be used for business purposes in India and all its states / jurisdictions. Defined terms will have the same meaning as those found in the General Terms, unless otherwise re-defined herein.
eatOS is a payment facilitator that allows you to accept Cards from customers for the payment for goods and services. We are not a bank and do not offer banking services as defined by the Reserve Bank of India. Our Payment Services allow you to accept payments from any Indian-issued and most non-India issued credit, debit, prepaid, or gift cards (“Cards”) bearing the trademarks of Rupay (“RuPay”), Diners Club (“Diners Club”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”). You are not required to accept any card brand as a condition of receiving the Payment Services. We may remove or add Cards that we accept at any time without prior notice. In order to serve in this role, we must enter into agreements with Networks, processors and acquiring banks. The Networks require that any person that signs up for a eatOS Account to use Payment Services (a “Seller”) and processes more than Network specified amounts of Cards sales enter into an agreement directly with eatOS’s acquiring banks. By accepting or otherwise agreeing to these Payment Terms, you agree to the terms and conditions of the applicable Commercial Entity Agreement” effective as of the date you process such specified amounts. If you fail to agree to any “Commercial Entity Agreement”, we may suspend or terminate your eatOS Account.
In connection with the Payment Services, you authorize us to act as your agent for the limited purposes of holding, receiving, and disbursing funds on your behalf. Your authorization permits us to generate a paper draft or an electronic funds transfer to settle the proceeds of each Card transaction that you authorize, less any applicable Fees (as defined in Section 4) (“Proceeds”).
Your authorizations will remain in full force and effect until your eatOS Account is closed or terminated. Our receipt of transaction funds satisfies your customer’s obligations to make payment to you. We will remit to you funds actually received by us on your behalf, less amounts owed to us, subject to any Chargeback (as defined in Section 18) or Reserve (as defined in Section 14) withheld or applied. This authorization also permits us to debit any of your linked bank accounts at any time for the purposes specified in these Payment Terms and the General Terms. You also agree to be bound by any applicable rules of the Reserve Bank of India and any or all subsidiaries or associations related to the same.
You may not use the Payment Services for the following businesses or business activities: (1) any illegal activity or goods, (2) paraphernalia that may be used for illegal activity (3) credit counseling or credit repair agencies, (4) credit protection or identity theft protection services, (5) direct marketing or subscription offers or services, (6) infomercial sales, (7) internet/mail order/telephone order pharmacies or pharmacy referral services (where fulfillment of medication is performed with an internet or telephone consultation, absent a physical visit, including re-importation of pharmaceuticals from foreign countries), (8) unauthorized multi-level marketing businesses, (9) inbound or outbound telemarketers, (10) prepaid phone cards or phone services, (11) rebate based businesses, (12) up-sell merchants, (13) Unless permitted by law in certain states of India betting, including lottery tickets, sports related gambling, casino gaming chips, off-track betting, and wagers at races, (14) sales of money-orders or foreign currency, (15) wire transfer money orders, (16) high-risk products and services, including telemarketing sales, (17) automated fuel dispensers, (18) adult entertainment oriented products or services (in any medium, including internet, telephone, or printed material), (19) sales of (i) firearms, firearm parts or hardware, and ammunition; or (ii) weapons and other devices designed to cause physical injury (20) internet/mail order/telephone order of age restricted products (e.g., tobacco, alcohol), (21) occult materials, (22) hate or harmful products, (23) escort services, or (24) bankruptcy attorneys or collection agencies engaged in the collection of debt
You agree to pay the applicable fees listed on our Fee Schedule
(“Fees”) for use of the Payment Services. All Fees are charged at the time we process a transaction and are deducted first from the transferred or collected funds and thereafter from the Balance (as defined in Section 15) in your eatOS Account. Subject to the General Terms and these Payment Terms, we reserve the right to change our Fees upon Seven (7) days’ advance notice. You must agree to the change in Fees to continue to use the Payment Services. All Balances and all Fees, charges, and payments collected or paid through the Payment Services are denominated in INR (Indian Rupees)
We will attempt to fix processing errors we discover. If the error resulted in your receipt of fewer funds than you were entitled, we will credit your eatOS Account for the difference. If the error results in your receipt of more funds than you were entitled, eatOS will debit the extra funds from your eatOS Account or your linked bank account. We will only correct transactions that you process incorrectly if you notify us of such an error. Your failure to notify us of a processing error within seven (7) days of when it first appears on your electronic transaction history will be deemed a waiver of any right to amounts owed to you.
Payment Account Setup
- 6. eatOS Account Registration for Payment Services
You must open a eatOS Account to access any Proceeds. You confirm that you are either a legal resident of the India, an India citizen, or a business entity authorized to conduct business by the Indian state(s) in which you operate and that you are an authorized signatory for the business you represent. You must use your or your business’ true and accurate name when opening a eatOS Account. This name will appear on the credit or debit card statements of your customers for all payments you accept using the Payment Services.
- 7. Underwriting and Identity Verification & KYC
. eatOS or its processor and/or acquiring bank may conclude that you will not be permitted to use the Payment Services.
- 8. Requests for Additional Information and Inspection
eatOS may request additional information from you at any time. For example, eatOS may ask you to present invoices from your suppliers, a government issued identification such as a passport or driver’s license, a business license, or other information. eatOS may also ask for permission to inspect your business location. If you refuse any of these requests, your eatOS Account may be suspended or terminated.
Use of Your eatOS Account for Payment Services
We will settle Proceeds to your verified bank account, subject to the payout schedule described in Section 11. If eatOS is not able to debit or credit the bank account you link to your eatOS Account, that bank account will be de-linked from your eatOS Account.
To the extent permitted by applicable law, you grant us a security interest in, as well as a right of setoff against, and assign, convey, deliver, pledge and transfer to us, as security for repayment of any obligations due under these Payment Terms, all of your right, title, and interest in and to all of your accounts with us. You authorize us, without prior notice to you and irrespective of (i) whether we have made demand under these Payment Terms or any other related agreements; and (ii) whether the obligation is contingent, matured or un-matured, to the extent permitted by law, to collect, charge, and/or setoff all sums owing on the indebtedness against any and all such accounts and other obligations, and our option, to administratively freeze or direct any third party bank holding the account to freeze all such accounts to allow us to protect our security interest, collection, charge and setoff rights as provided for in this section.
eatOS will automatically initiate a payout of Proceeds to your valid, linked Indian bank account at Transaction + 2 days (T+2) at the end of the business day before 5 p.m. IST. If you adjust your business’s close of day to a custom time, eatOS will group Proceeds for the 24-hour period preceding your custom time and initiate a payout at the end of that business day. eatOS will initiate a payout of Proceeds received on non-business days on the next business day.
- 12. Availability of Proceeds
We may defer payout or restrict access to your Proceeds if we need to conduct an investigation or resolve any pending dispute related to your use of the Services. We also may defer payout or restrict access to your Proceeds as necessary to comply with applicable law or court order, or if requested by any governmental entity.
- 13. eatOS Account History
When a payment is made to your eatOS Account, we will update your eatOS Account activity on the website and provide you a transaction confirmation. The confirmation will serve as your receipt. Summaries of your eatOS Account activity, including monthly statements, are available on our website for up to one year of account activity. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your eatOS Account and your use of the Payment Services, and (b) reconciling all transactional information that is associated with your eatOS Account. If you believe that there is an error or unauthorized transaction activity is associated with your eatOS Account, you must contact us immediately.
- 14. Reserve for Holding Funds
We may withhold funds by temporarily suspending or delaying payouts of Proceeds to you and/or designate an amount of funds that you must maintain in your eatOS Accounts or in a separate reserve account (a “Reserve”) to secure the performance of your obligations under any agreement between you and eatOS. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to eatOS. The Reserve may be raised, reduced or removed at any time by eatOS, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in eatOS’s favor, or otherwise as eatOS or its processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your eatOS Accounts, including any funds (a) deposited by you, (b) due to you, or (c) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve or any bank account linked to any of your eatOS Accounts, without prior notice to you, to collect amounts that you owe us. You will execute any additional documentation required for us to perfect our security interest in any funds in the Reserve. This security interest survives for as long as we hold funds in your Reserve.
- 15. eatOS Account Balances
While you have funds in your eatOS Account (your “Balance”), your Balance will be co-mingled and held with other participants’ funds in one or more pooled accounts at one or more banks by us on your behalf and for the benefit of you and others holding balances (each a “Pooled Account”). We have sole discretion over the establishment and maintenance of any pooled account. We will not voluntarily make funds available to our creditors in the event of bankruptcy or for any other purpose. You will not receive interest or any other earnings on any funds that we handle for you. As consideration for using the Payment Services, you irrevocably assign to us all rights and legal interests to any interest and/or other earnings that may accrue or are attributable to our holding of your Balance in a Pooled Account or Reserve.
To the extent permitted by law, we may set off against the Balances for any obligation you owe us under any agreement with eatOS (e.g., Chargebacks or refunds). If you owe us an amount that exceeds your Balance, we may charge or debit a payment instrument registered in your eatOS Account or any connected eatOS Account (as well as set off against any Balance in any connected eatOS Account). Your failure to fully pay amounts that you owe us on demand will be a breach of these terms. You are liable for any of our costs associated with collection in addition to any amounts owed, including attorneys’ fees and expenses, collection agency fees, and any applicable interest.
- 17. Dormant eatOS Accounts
If you do not process payments through your eatOS Account for an extended period of time or have not linked a valid bank account, you may have a Balance that is deemed “unclaimed” or “abandoned” under your state’s or Indian law. If this occurs, eatOS will provide you with notice as required by applicable law and instructions for how to deposit your Balance. If funds still remain in your eatOS Account, eatOS will escheat such funds as required by applicable law or, as permitted, to eatOS.
- 18. Your Liability for Chargebacks
There may be times when your customer may not be the authorized user of the Card or your customer may otherwise contest the transaction. In these instances, the amount of a transaction may be reversed or charged back to your eatOS Accounts (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Network, our processor, or a customer or its financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, (d) is allegedly unlawful, suspicious, or in violation of these terms. You agree to comply with the Chargeback process and to the liability associated with such Chargebacks.
- 19. Our Collection Rights for Chargebacks
For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve. We may recoup the amount of any Chargeback and any associated Fees, fines, or penalties listed in the Fee Schedule or assessed by a Network or our processor from your eatOS Accounts (including any Reserve), any proceeds due to you, or any bank account or other payment instrument linked to any of your eatOS Accounts. If you have pending Chargebacks, we may delay payouts from your eatOS Account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you until such time that: (a) a Chargeback is assessed due to a customer complaint, in which case we will retain the funds; (b) the period of time under applicable law or regulation by which your customer may dispute that the transaction has expired; or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you agree to pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including attorneys’ fees and other legal expenses, incurred by us for the collection of all amounts unpaid by you.
- 20. Excessive Chargebacks
If we believe you might incur, or you are incurring, an excessive amount of Chargebacks, we may establish additional conditions governing your eatOS Account, including (a) establishing new processing fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts, or (d) terminating or suspending the Payment Services.
- 21. Contesting Chargebacks
You will assist us when requested, at your expense, to investigate any of your transactions processed through the Payment Services. To that end, you permit us to share information about a Chargeback with the customer, the customer’s financial institution, and your financial institution in order to investigate and/or mediate a Chargeback. We will request necessary information from you to contest the Chargeback. If the Chargeback is contested successfully, we will release corresponding reserved funds to your eatOS Account. If a Chargeback dispute is not resolved in your favor by the Network or issuing bank or you choose not to contest the Chargeback, we may recover the Chargeback amount and any associated fees as described in these terms. You acknowledge that your failure to assist us in a timely manner when investigating a transaction, including providing necessary documentation within fifteen (15) days of our request, may result in an irreversible Chargeback. We reserve the right, upon notice to you, to charge a fee for mediating and/or investigating Chargeback disputes.
Compliance with Network Rules and Laws
You will not act as a payment facilitator or otherwise resell the Payment Services to any third party. You will not use the Payment Services to handle, process or transmit funds for any third party. You also may not use the Payment Services to process cash advances.
- 23. Unauthorized or Illegal Use
You will only accept Cards for transactions that are allowed by applicable law. We may decide not to authorize or settle any transaction that you submit to us if we believe that the transaction is in violation of these terms or any other agreement with eatOS, or that it exposes you, your customers, other eatOS Sellers, our processors or eatOS to harm. Harm includes fraud and other criminal acts. If we suspect that your eatOS Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your eatOS Account, and any of your transactions with law enforcement and, as deemed necessary by eatOS, our payment processing and financial institution partners.
- 24. Assignment of Receivables
With the exception of your participation in a merchant cash advance or other similar merchant financing programs, including eatOS Capital / Credit Services, or as otherwise required by applicable law, you will not assign Card receivables or proceeds due to you under these terms to any third party.
- 25. Applicable Network Rules
By using the Payment Services, you agree to comply with all applicable bylaws, rules, and regulations set forth by the Networks (“Network Rules”). The Networks amend their rules and regulations from time to time. eatOS may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://visa.com, https://www.mastercard.com, and http://www.npci.org.in/RuPayBenefits.aspx. In the event of inconsistency between a Network Rule and these Payment Terms, and except as otherwise agreed between eatOS and the Network, the Network Rule shall apply.
You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason for your use of the Payment Services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction. eatOS specifically disclaims any liability for Taxes. If in a given calendar year you process (i) more than Rs.100,000 in gross amount of payments, eatOS will be required by law to report information about you and your use of the Payment Services to the Internal Revenue Service (“IRS”). For purposes of determining whether you have met the Income Tax reporting threshold, the gross amount does not include any adjustments for credits, cash equivalents, discount amounts, fees, refunded amounts or any other amounts. When you reach Rs.100,000 in payments it will be determined by looking at the PAN associated with your eatOS Account, including the applicable TIN and Adhaar number.
- 27. Network Logos and Marks
Your use of Network logos and marks (“Marks”) is governed by the Network Rules; you must familiarize yourself with and comply with these requirements. The Networks are the sole and exclusive owners of their respective Marks. You will not contest the ownership of the Marks, and any Network may prohibit you from using its Marks for any reason and at any time. eatOS may require you to make modifications to your Website or other advertising and signage in order to comply with Network Rules related to the Marks.
If you store, process or transmit cardholder data, you will comply with the applicable Payment Card Industry Data Security Standards (PCI-DSS), as well as any requirements under the Network Rules. You will cooperate in forensic investigations as required by eatOS or its partners. For additional information, including tools to help you assess your compliance, see http://www.visa.com/cisp and https://www.mastercard.com/sdp.
- 29. Failure to Comply with Network Rules or Security Standards
Notwithstanding Section 34 of these terms or Section 15 of the General Terms, you understand that your failure to comply with the Network Rules or the PCI-DSS security standards, including the compromise of any Card information, may result in fines or other losses to eatOS. You will indemnify us and reimburse us immediately for any fines or losses directly or indirectly caused by your and your agents’ actions.
Your Additional Obligations
You will request that your customer personally uses the EMV PIN or sign for all transactions with your customer is present. You must make a written receipt available to your customers for any transaction. You may give your customers the option to receive or decline a written receipt.
You are solely responsible for all customer service policies and issues relating to your goods or services, including pricing, order fulfillment, cancellations or no shows by you or a customer, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us. As between you and us, we are solely responsible for customer service issues relating to any eatOS Account, payment, Card processing, debiting or crediting.
By accepting Card transactions through the Payment Services, you agree to process returns of, and provide refunds and adjustments for, your goods or services through your eatOSAccount in accordance with these Payment Terms and Network Rules. Network Rules require that you disclose your return or cancellation policy to customers at the time of purchase. The amount of the refund/adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the customer for postage that the customer paid to return merchandise. If your refund policy prohibits returns or is unsatisfactory to the customer, you may still receive a Chargeback relating to such sales. You can process a refund through your eatOS Account up to sixty (60) days from the day you accepted the payment. If you use eatOS Online Store, you may not be able to process a partial refund. If your available eatOS Balance is insufficient to cover the refund, eatOS will withdraw up to the requested refund amount (the sale amount minus the initial transaction fee) from a payment instrument registered with your eatOS Account or any connected eatOS Account and credit it back into your customer’s Card. The Fees are also refunded by eatOS, so the full purchase amount is always returned to your customer. eatOS has no obligation to accept any returns of any of your goods or services on your behalf.
In addition to Section 15 of the General Terms, you will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, Tax assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to any transaction submitted by you through the Payment Services (including the accuracy of any content or product, service, or transaction information that you provide or any claim or dispute arising out of products or services offered or sold by you).
- 34. Additional Representations, Warranties, and Covenants
In addition to Section 16 of the General Terms, with each Card transaction you process through the Payment Services, you represent, warrant and covenant to us that: (a) the Card transaction represents a bona fide sale; (b) the Card transaction accurately describes the goods and/or services provided to the customer; (c) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer; (d) you and the Card transaction comply with all federal, state, and local laws, rules, and regulations applicable to you and your business, including any applicable tax, wage and hour, and tip laws and regulations; (e) except in the ordinary course of business, you are not submitting a transaction that represents a sale to any principal, partner, proprietor, or owner of your entity; and (f) you are not submitting a transaction involving your own Cards (except for reasonable test swipes).
Termination of Payment Servicess
- 35. Termination of Payment Services
eatOS may Terminate your use of the Payment Services at any time for any reason. Any termination of these terms does not relieve you of obligations to pay Fees or costs accrued prior to the termination, Chargebacks, and any other amounts owed to us as provided in these Payment Terms or the Terms of Service. If your access to Payment Services has been terminated, you may still be permitted to use eatOS’s other products, subject to our discretion.
- 36. Payment Services Upon Closure of Your eatOS Account
Closure of your eatOS Account will cancel any pending transactions. Any funds that we are holding in custody for you at the time of closure, less any applicable Fees, will be paid out according to your payout schedule, subject to the other conditions in these Payment Terms. If an investigation is pending at the time you close your eatOS Account, we may hold your funds as described herein. If you are later determined to be entitled to some or all of the funds, we will release those funds to you.
The following sections will survive termination of these Payment Terms, in addition to those that survive under Section 12 of the General Terms: 5 (Processing Errors), 7 (Underwriting and Identity Verification), 9 (Access to Proceeds), 10 (Right of Setoff), 11 (Payout Schedule), 12 (Availability of Proceeds), 13 (eatOS Account History), 14 (Reserve for Holding Funds), 15 (eatOS Account Balances), 16 (Our Set-off Rights), 17 (Dormant eatOS Accounts), 18 (Your Liability for Chargebacks), 19 (Our Collection Rights for Chargebacks), 20 (Excessive Chargebacks), 21 (Contesting Chargebacks), 26 (Taxes), and 32 (Customer Service).