Version 1.1 (2022 December 31)
This Agreement is made and entered into at in the Democratic Socialist Republic of Sri Lanka on
this…………………………………………………………………………………………………………….. (the effective date)
By and between
Spemai (Pvt)Ltd a Company duly registered under the Companies Act No.07 of 2007 under the registration
number PV00206829 and having its registered office at 3rd Floor,292,Richmond House,Gansabha
Junction,High Level Road,Nugegoda. Postal Code 10250 in the said Republic of Sri Lanka (hereinafter
referred to as “the Company”) and which term shall mean include the said Spemai (Pvt)Ltd successors and
permitted assigns.
And
..............…………………………………………………………………………………………….A Company duly registered under the Companies Act
No.07 of 2007 under the registration number and having its registered office at
............................................…………………..in the Republic of Sri Lanka (hereinafter referred
to as “the Merchant”) and which term shall mean include the said, its successor and permitted assigns.
Hereinafter sometimes, the Company and the Merchant together shall be referred to as “the Parties” and
individual as “the Party”.
AND WHEREAS the Company is having an agreement with the Cargills Bank Limited, Nations Trust Bank PLC,
Hatton National Bank PLC and Sampath Bank PLC to act as aggregators in which may provide the technology
platform for Merchant and their customers to conduct transactions using Visa/ Master/ Amex/ Diners Club/
Discover/ UnionPay/Sampath Vishwa/FriMi and Lanka QR etc. which may specify in the agreement.
AND WHEREAS Onepay will be the payment facilitator which allows customers to execute transactions using
any of the payment options they have registered for. Including but not limited to debit card, credit
card, mobile payment aggregators, mobile payment wallets, mobile money, current account, savings
account, and any other payment methods made available from time to time. And JustPay Merchants accept
such payments made by the customers via JustPay.
Hereafter sometimes the words “Customer” and the “Cardholder” refer to the same person.
NOW, THEREFORE, in considerate on the foregoing, and the mutual agreements and covenants set for therein
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
In this Agreement unless expressly stated otherwise: "Platform" means the software application under the trade and domain name,"Onepay.lk" built and operated in Sri Lanka which is owned by Spemai (PVT) LTD, "Payment methods"- Cards (Visa, Master, Amex, Diners Club, Discover, UnionPay) LankaQR, Justpay, Coupons, Points, Vouchers, Mobile Wallets, Offline payment "Cards" - Credit or Debit card which is belong to Visa/Master/Amex/Diners Club/ Discover/UnionPay "LankaQR"- is a national QR scheme which is facilitating by CBSL and LankaQR payment channel. "Offline payment" - Cash on Delivery, Pay & Go deposit, Cargills food city payment End User" consumer who are getting a particular service
The purpose of this Agreement is to record the terms and conditions and the rights and obligations of the Parties hereto (hereinafter referred to as the "Parties" and individually as a "Party”) in respect of the Onepay service. Onepay Service (hereinafter referred to as the "Service") shall provide a payment facility which enables customers of the Merchant to execute transactions using any payment method provided by Onepay.
2.1 Both Parties hereby warrant and represent for the benefit of each other that on the date of this Agreement and throughout the term hereof:
2.1.1 That each Party shall ensure to hold any requisite licenses, permits and/or ownership documents where necessary for carrying out its obligations hereunder or for executing this Agreement;
2.1.2 That all information, and the deliverables
enumerated herein do not and shall not:
a) Infringe any third-party intellectual property rights; or
b) Be illegal; or
c) Infringe confidentiality obligations owed to any third
party; or
d) Contain false/incorrect or misleading statements.
2.1.3 That employees of both Parties are suitably qualified and competent to undertake the responsibilities enumerated herein in accordance with the terms of this Agreement;
2.2 Neither Onepay nor any of its suppliers makes any representations or warranties, express or implied, including but not limited to the Merchant ability with respect to any equipment (including authorization terminals, data capture terminals, mobile devices or printers, if any). However, Onepay warrants to the Merchant that the Services shall be fit for the intended purpose of usage of Services.
2.3 Onepay agrees that the Merchant does not have any contractual relationship with the Acquirer Bank from whom Onepay has obtained the internet payment gateway for provision of Services (hereinafter referred to as the "Acquirer Bank"), thereby warranting to the Merchant that the obligations of the Acquirer Bank connected to its provision of the agreed services shall be fully enforced by Onepay for the benefit of the Merchant.
3.1 The Merchant shall pay a commission per transaction to Onepay. The agreed commission rates are specified in the Annexure 2.
3.2 The commission rate shall be retained fully by the Acquirer Bank and the due amount to the Merchant shall be transferred to the Merchant's bank account stipulated in the Merchant Application Form, or any other bank account to be agreed by the Parties.
3.3 The Merchant shall additionally pay the payment facilitation fee which include; • LankaClear / Slips (Other bank daily bulk transfers) fee; • Tokenization (Applicable for recurring Payments) fee; as specified in the Annexure 2
3.4 Payment terms may be amended by Onepay with prior notice due to changes in government taxes, regulatory requirements, banking charges imposed on Onepay, or any other reason affecting Services or operations hereunder. Any such changes shall be notified by Onepay to the Merchant and shall be deemed to be effective uponsuch notification.
Credit/debit card transactions shall be settled within three (03) working days from the transaction date and LankaQR shall be settled next date if the merchant bank account is not with the acquiring bank, and credit/debit card transactions shall be settled within three (03) working days from the transaction date. Unless otherwise agreed with the Customer in writing, the Merchant shall only deliver the goods and/ services to the Customers after the Merchant has verified the receipt of the applicable payment from the Customer through system provided by Onepay.
4.1 Settlement schedule would be as follows: -
a) A monthly as well as a daily report shall be generated by Onepay to the Merchant portal to monitor
its transactions.
5.1 A returned item or chargebacks shall take place only if:
a) A customer of the Merchant disputes any transaction or payment for any transaction (irrespective of
the
nature or manner of such disputes), and moreover in such situation, it shall be reported to the issuing
bank of
the respective card and the Merchant shall be informed formally by the Acquiring Bank followed by an
investigation regarding the authenticity of the dispute/claim by the customer.
b) There has been a breach by the Merchant of any term of this Agreement;
c) Any other event or circumstance, which Onepay shall have previously notified to the Merchant in
writing for
the purpose of this Clause 5, has occurred in relation to a
transaction;
d) If the payment is 3Ds secure and the product is already delivered without fail, the customer cannot
charge
back as a fraudulent transaction. (The merchant must provide the delivery proof when required)
A transaction shall be charged back to Onepay for any reason by the issuing finance institution according to the prevailing operating rules and regulations of the Central Bank of Sri Lanka. At Onepay's request the Merchant shall, repurchase such transaction(s) at the amount of such transaction(s), which may be deducted from any payment due to the Merchant or may be charged against any of the Merchant's account(s). In such situations the Merchant shall be notified and an investigation shall take place accordingly. A customer may request a chargeback within One Hundred and Twenty (120) days from the date of transaction.
However, Onepay shall not be responsible for any disputes regarding chargebacks arising between the Merchant and customers after fourteen working days(14) from the date of transaction. If any such amount is not collectable through withholding from any payments due hereunder or through charging to the Merchant's account(s), the Merchant shall, (upon request by Onepay), pay the full amount of the chargeback. The commissions stipulated in Clause 3 relating to the original transaction to be charged back shall NOT be returned to the Merchant.
5.2 Reversals
a) The Merchant shall be able to reverse a previously settled amount to the customer's account, where
the
transaction had occurred within the last fourteen days (14) and the customer's account is still active
(if a
current or
savings account). The Merchant shall have the facility to initialize the reversal process during the
said
period of
time.
b) The refund process shall be completed within seven (07) business days from the initiation date
subject to
reversal from service provider/merchant.
c) The Merchant shall be able to initiate a reversal of the full amount of any transaction that has not
yet
been posted for settlement which is regarded as void.
d) For reversals of transaction Onepay shall forward the reversal to the external payment gateway
provider
or service provider for the reversal of the transaction. For reversal via bank accounts, Onepay shall
direct
the reversal to the respective bank account of the customer.
5.3 Resolution of Transaction Disputes/reversals
For any transaction disputes, other than network connectivity (transaction disputes and reversals etc.),
the
customer shall contact the Merchant, and the Merchant shall NOT refer to contact of the Acquiring Bank.
6.1 The Merchant shall:
a) Promptly honor any payment request for a
transaction by a customer via the Service;
b) Not use the Services for any unlawful or
unauthorized purpose;
6.2 Onepay shall provide required training to a trainer who shall be responsible to train and educate
the
staff of the
Merchant.
6.3 The Merchant shall be responsible for ensuring the security of the access credentials provided to
the
Merchant to access the Services. If anyone accesses the Services using the access credentials provided
to
the Merchant, with or without his/its authorization, for all intent and purposes such access shall be
considered an authorized access and the merchant shall be fully responsible for same. Any financial
liability occurring to the Merchant due to such
access shall be borne by the Merchant.
6.4 Obtaining and maintaining online connectivity for the merchant to connect with Onepay shall be the
responsibility of the Merchant, at the cost of the Merchant.
6.5 The Merchant shall ensure that it maintains online
connectivity of adequate bandwidth and capacity enabling Transactions to be successfully carried out at
all
times.
6.6 While Onepay shall endeavor to avoid any downtime of Services, other than for purposes of scheduled
maintenance of Onepay system in which case the Merchant shall be given prior notice of same by Onepay
via
e-mail to an e-mail address specified by the Merchant, Onepay shall not be liable in any manner
whatsoever
to the Merchant for any downtime of Onepay system due to technical issues, or for failed transactions.
The
Merchant
warrants that the aforementioned e-mail address shall be
functional at all times, and Onepay shall not be liable whatsoever for non-receipt by the Merchant of
any
e-mail that is generated by Onepay.
6.7 The Merchant shall:
i) Promptly honor any payment request by a User for a transaction via Onepay;
ii) Offer goods and services to customers on terms not less favorable than those relating to
customers/purchasers paying the Merchant using other payment methods including cash
payments;
iii) Not require a minimum value for transactions, or make any indication to this effect, verbally, via
any
signage, or otherwise;
iv) Not charge or levy any additional amount from a customer than the price/charge charged from any
other
customer of the Merchant;
v) Not commit any act or omission in relation to Onepay, which may result in a claim or action against
Onepay Service and/or cause any damage to the reputation, brand or image of the Services of
Onepay;
vi) keep all Customer information confidential and shall not use such information for any other purpose
except for the purpose of full filling its obligations under this Agreement, and shall not disclose any
such
information to any other party. Further, the Merchant shall not use such customer information for
marketing,
promoting, selling any other goods or services to the customer or to send advertisements to the
customer;
vii) Agree that all documents and instructions/directions issued by Onepay from time to time shall form
part
and parcel of this Agreement, and that it shall be bound by
same;
viii) Maintain reports with the full details of the transactions concluded through Onepay by the
Merchant.
In the event of any dispute relating to the commission, the Parties shall endeavor to resolve all such
disputes amicably, failing which however the decision of Onepay with regard to such dispute based on the
detailed transaction logs maintained by Onepay shall be final;
ix) Allow Onepay to visit and examine the books of
accounts and any other records
connected with the Services and/or Onepay transactionsat
reasonable hours with prior notice. Further, the Merchant shall provide any documents or information
Onepay
reasonably requires hereunder;
xi) Not develop or implement any payment application, or
act as a payment system aggregator in any other manner until expiry of six (06) months from termination
of
this Agreement. This restriction shall apply to any of the Merchant's subsidiaries, affiliates and
holding
company, shareholder and directors;
6.8 The Merchant's Website or Wallet shall comply with the requirements from time to time reasonably
imposed
by the Acquiring Bank. The current requirements shall be as follows.
a) Corporate information, trading name most recognizable to the cardholder, postal address, email
address,
telephone number(s) and country of domicile of your business.
b) Complete description of goods/services offered, if selling electrical goods, the voltage requirements
must be
stated, which does vary around the world.
c) Return/refund/cancellation policies, if there is limited refund or "no refund" policy, this must be
very
clearly communicated to customers before the purchase decision
is made.
d) All customer service contact information, e.g., e-mail address, telephone numbers (including country
code, toll- free and non-toll-free numbers, facsimile numbers, etc.),
and have the resource available to address customers
queries with due diligence.
e) Transaction currency, including the country name of currency unit if the currency unit designation is
not
unique, e.g. a Dollar could be an Australian Dollar, a New Zealand Dollar, a HK Dollar etc.
f) Country to which goods are shipped and any import/export regulations and custom duties related to
shipment to those countries.
g) Policy regarding delivery of goods, and inclusive of any restrictions or other special condition in
place.
i) Data privacy policy must be clearly stated including what type of information is collected, the
purpose
of collecting the data, when the information is being collected, how card
holder information will be used, to what extent it will be
shared in any way with a third party and if and how a consumer can restrict the use of his/her personal
information.
h) If you provide recurring goods or services e.g. subscriptions, membership fees etc, and charge a
cardholder's account periodically, you must obtain a written permission in the format such as hard copy
or
electronic record from the cardholder for the good or services to be charged to the cardholder's
account.
The written permission must at least specify transaction amount, frequency of recurring charges and
duration
of time for which the cardholder's permission is granted. You must retain the written permission for the
duration of the recurring services. A simple and easily accessible online cancellation procedure must be
in
place if the cardholder's request for goods or services was initially accepted online.
i) Information about method of transaction security you use to secure cardholder account data during the
ordering and payment process must be provided to the consumer. It should include what level and type of
security is being used (e.g. Secure Socket Layer (SSL) with 40-/56-/128- bitten crypt ion keys), why it
is
being used in general, what steps are taken to ensure data quality and access, how it is being held and
where, what the consumer will benefit from it, what pages will be secured etc. This information needs to
be
clear and easy to understand.
j) Country of domicile of your business location must be clearly disclosed to the card holder
immediately
prior to completion of payment instructions.
6.9 The Company Shall:
a) Ensure to provide a service to the Merchant within the scope of this Agreement, enabling the Merchant
to provide
an uninterrupted service to its customers.
b) Do the coordination between the Merchant and the Cargills Bank/Nations Trust Bank as and when
necessary.
c) Notify the Merchant about the laws, by laws, regulation, guidelines, and directions that has been
imposed by the
Central Bank of Sri Lanka and whatsoever relevant information in relating to Justpay and other payment
options available time to time.
d) Reserve the right to issue instructions on the payment services from time to time with prior written
notice to the
Merchant.
e) Ensure, the best of its ability that the Merchant will not use the Justpay and other payment services
for any unlawful or illegal transaction or activity and shall always comply with all applicable laws and
any regulations, guidelines and directions issued by the Central Bank
f) Consider all the information of the customers are confidential by the Company and maintain the mina
secured manner and protect from unauthorized viewing or modification during transmission and
storage.
g) Not breach any of its obligations under this Agreement.
7.1 Onepay shall not be liable for any loss or damages, whether direct, incidental, special, or
consequential, (including but not limited to loss of income or profits), whether or not Onepay had
knowledge
or constructive knowledge that such damages might be incurred, unless such damage was caused by Onepay's
own
willful misconduct or gross negligence. Notwithstanding anything to the contrary Onepay's liability
under
this Agreement shall not exceed the value of transactions successfully completed through Onepay for the
month proceeding the month in which the loss or damage occurred.
7.2 Neither Party shall be liable for loss, damage, or delay caused by events which such Party cannot
control, including but not limited to acts of God, perils of the air, weather
conditions, mechanical delays, delays in information flows, acts of public enemies, war, strikes, civil
commotions, or acts or omissions of the government and/or public authorities with actual or apparent
authority, government regulations or epidemic/pandemic situations or any other reason beyond the
reasonable
control of the relevant
Party.
9.1 This Agreement shall be valid for a period of Three (03) Years from the effective date set out
herein
and shall thereafter be automatically renewed for successive periods of three (03) years unless either
Party
in writing informs the other Party
not less than ninety (90) days prior to the expiration of such ongoing term that the Party giving notice
has
no intention to renew this Agreement.
9.2 Either Party may terminate or suspend this Agreement if the other Party breaches any of the terms
herein
contained and the same is not cured within forty five (45) days of notice of the said breach by the
non-defaulting Party to the defaulting Party, unless such time period allowed for curing of the breach
is
further extended by mutual agreement.
9.3 Either Party may terminate this Agreement with Thirty (30) Days written notice to the other Party,
without assigning any reason therefore.
9.4 Either Party may immediately terminate or suspend this Agreement immediately in the event of any
violation of law or regulation by the other Party relating to financial transactions or payment systems
or
any other law or regulation relating to this Agreement or the operation hereunder.
9.5 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant or its employees carry out any unlawful or immoral business including but not limited to sales
and/or distribution of child pornography, prostitution and internet adult digital content and human
trafficking and exploitation or resorts to any unethical practices relating to its sales or otherwise,
or
Onepay has reasons to believe the Merchant or its employees may commit or have committed any of the
aforementioned acts.
9.6 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant declines to agree to any chargeback to any customer or a
reversal of a transaction where such customer makes a
justified request for same.
9.7 Effects of Termination / Suspension
Upon the termination or suspension of this Agreement for
any reason:
a) Such termination or suspension shall not affect any provision of this Agreement which is expressed to
survive
or operate in the event of termination of this Agreement and shall not prejudice or affect the rights of
either Party against the other in respect of any breach of this Agreement occurring prior to termination
or
in respect of any money payable by either Party to the other or in respect of any other rights accrued
in
each case in respect of any period prior to termination. In the event of the termination of this
agreement
resulting from a breach by Onepay, the Merchant shall not be required to make any payments accrued or
due in
future.;
b) Such termination or suspension shall not prejudice the benefits provided to customers by either Party
and
both Parties undertake to full fill their respective obligations under this Agreement towards any
customer
serviced prior to any termination/suspension;
c) Each Party shall with immediate effect or within a period
as notified by the other Party or otherwise in accordance
with the directions of such other Party return to the first Party all property of the other Party in its
possession or under its control including but without limitation all samples and any advertising,
promotional or sales material
relating to the other Party, applications, equipment then in the possession or under the control of the
relevantParty;
d) The Merchant shall no longer hold himself/itself out as an entity authorized by Onepay to transact
via
Onepay and shall cease to promote, market, advertise or operate Onepay or the Services;
e) All rights granted by Onepay to the Merchant to use the intellectual property pursuant to this
Agreement
shall automatically cease;
f) Any costs incurred by Onepay in complying with the provisions of this Agreement specifically at the
request of the Merchant shall be for the account of the Merchant;
g) The Merchant shall have no claim against Onepay for indemnification or compensation, whether for loss
of
income, loss of goodwill or otherwise, direct or indirect, upon the termination/suspension of this
Agreement
for any reason, unless such breach is by the Onepay;
h) The Parties shall settle all dues to each other within a period of forty five (45) days from the date
of
termination,
completion, or suspension of the Agreement.
10.1 Neither Party hereto shall be deemed to be in default of any provisions hereof for any delay,
failure
in performance or interruption of services resulting directly or indirectly from an act of God or
military
or governmental authority, acts of public enemy, civil disturbance, acts of war - whether declared or
not,
accident, re, explosion, earthquake, flood or any other natural disaster, Government regulation, any
epidemic/pandemic situation or any other event beyond the reasonable control of any Party (hereinafter
referred to as "Force Majeure Events"), provided the Party facing such Force Majeure Event shall within
Forty Eight (48) hours issue a notice in writing to the other Party (a "Force Majeure Notice") detailing
the
occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement.
As
appropriate the Force Majeure Notice shall also state any extension of time that is required by such
Party
and the details of any alternative method sought by such Party to fulfill its contractual obligations
under
the Agreement and
additional cost, if any, involved in such alternate method. The foregoing is subject to the Business
Continuity Plan of Onepay.
10.2 The Party receiving the Force Majeure Notice may, at its sole discretion agree with such extension
of
time, alternate method or agree to additional cost sought by the Party sending such Notice. If such
agreement is reached by
the Parties it shall amount to a modification or amendment to the Agreement.
10.31f the Force Majeure Event shall prevail for more than Thirty (30) Days, the Party receiving such
Force
Majeure Notice may immediately after the said Thirty (30) Days period, terminate this Agreement by
giving
the other Party notice in writing, notwithstanding any agreement reached by the Parties under Clause
10.2
above. Neither Party shall be liable to pay the other any damages upon such termination
11.1 Neither Party shall assign all or any part of this Agreement to any other party without prior written approval of the other Party, except that Onepay may assign this Agreement with notice to the Merchant, to anyentity within the Onepay group of companies whether in existence at the time of execution of this Agreement or in the future.
12.1 No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement and no grant of any extension of time by either Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either Party under the Agreement against the other Party. No waiver of any term or condition hereof by either Party shall be deemed a waiver of any other term or condition or a subsequent waiver of the same condition.
13.1 In the event any provisions of this Agreement including those relating to any limitation of liability or limitation on warranties are held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect only as far as the intended purpose of this Agreement is served.
14.1 This Agreement constitutes the complete agreement between the Parties hereto and supersedes all prior or contemporaneous agreements or representations written or oral concerning the subject matter of this Agreement. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement. Any amendment made hereto shall be valid only if made in writing and signed by the Parties hereto or any such amendment is made by Onepay and notified in writing to the Merchant, or such amendment is posted on Onepay's website.
15.1 This Agreement shall be governed and construed in
accordance with the laws of Sri Lanka and the Courts of
Colombo shall have the exclusive jurisdiction to resolve any
issue.
15.2 Amendments to this agreement,
The Company shall reserve the right to amend this Agreement from time to time according to the
directives,
guidelines and regulations that may be issued by the legal and regulatory authorities including Central
Bank
of Sri Lanka. Such amendments shall become effective from the
date of notice of the same to the Merchant.
15.3 Additional Documents
a) The Company shall issue the following documents from time to time under this Agreement;
b) Additional Terms and Conditions;
c) The Company's Commission Structure;
d) Merchant category and Transaction Limits;
e) The other instructions and guidelines that may be issued by Cargills Bank, Nations Trust Bank, the
Central Bank ofSri Lanka and /or any other regulatory and government authority from time to time.
16.1 Any interpretation, dispute or difference whatsoever arising between the Parties relating to this Agreement or any provision thereof, shall be resolved by a competent court of law with competent jurisdiction.
17.1 Unless specified otherwise, any notice to be given by one Party to the other Party shall be given by
electronic mail, courier, or pre-paid registered post.
17.2 Notice shall be deemed to have been duly served upon and when received by the intended
recipient,
(a) If sent by electronic mail, when the read receipt confirmation is received from the recipient;
(b) If sent by pre-paid registered post, three (03) working days following the dispatch of the prepaid
letter;
(c) If sent by courier, one (01) working day following the dispatch of the letter. Any change of e-mail
of
either Party shall not be a reason to deem such Party as not receiving an email hereunder, unless due
notice
has been given by
that Party to the other Party of a new email.
17.3 Any notice or other communication to be given under this Agreement shall be in writing and shall be
considered sufficiently served if it is sent as follows:
To Onepay:
Name: Spemai (Pvt) Ltd
Email: info@onepay.lk
Address: 3rd Floor,292,Richmond House,Gamsabha Junction,High Level Road,Nugegoda. Postal Code 10250
18.1 The Parties shall keep confidential all information
including but not limited to all customer information, account details, customer payment mode details,
technical information, documentation, software, drawings, developments or improvements or processes,
design,
know-how and other unpublished information transmitted or made available directly or indirectly to them
by
the other Party regarding the subject matter hereof ('Confidential Information'). This Agreement is
confidential.
18.2 No disclosure of any such Confidential Information shall be made to third parties without the
written
consent of the other Party unless such information has already been published or has been in the
possession
of one Party other than through the other Party or a person deriving such
information, directly or indirectly from such other Party or unless such disclosure is a requirement
imposed
by a government agency or is otherwise required to be disclosed by operation of law.
18.3 The obligation imposed on each Party under this Clause 18 shall apply during the term of this
Agreement
and shall survive three years from the expiration or sooner
termination hereof.
18.4 Both Parties agree to use such Confidential Information only for matters described in this
Agreement.
18.5 Each Party shall obtain express written undertakings from any person to whom Confidential
Information
of the other Party is disclosed as stipulated in this Clause on a strictly need to know basis, that such
persons shall preserve/maintain confidentiality of the information notwithstanding termination or
expiration
of the term of employment, consultancy, advisory services or any other relationship with the Merchant
pursuant to which same was received.
19.1 The Merchant may advertise, promote, or publicize any matter related to Onepay as of this Agreement only with the prior approval of Onepay.
20.1 During the term of this Agreement, Onepay hereby grants to the Merchant, a revocable,
non-transferable,
non-exclusive license to use the trademarks and logos of Onepay for the sole purpose of marketing Onepay
in
terms of this Agreement.
20.2 The Parties shall use the said trademarks and logos of the other Party only in the exact form and
style
and type approved by such other Party and the usage shall be approved separately on each time a usage is
intended.
20.3 Either Party shall indemnify the other Party against any claims for the infringement of any third
party
intellectual property rights arising from the use of any of the other Party's trademarks or logos as
stipulated herein.
20.4 Nothing in this Agreement shall give either Party any rights, title and interest in respect of any
trade names, trademarks, service marks, logos or any other intellectual property right of or used by the
other Party ("Marks") or of the goodwill associated therewith, and each Party hereby acknowledges that,
except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and
that
all such right, title, interest and goodwill are, and shall remain, vested in the other Party at all
times.
The use of the Intellectual Property rights by one Party shall not in any way whatsoever dilute any
rights,
interest and title of the other Party.
20.5 Either Party shall not use in Sri Lanka any trademarks, service marks, logos or trade names so
resembling the Marks of the other Party as to be likely to cause confusion or deception.
21.1 Nothing in this Agreement shall be taken to create any joint venture, partnership, employment, agency or any other arrangement between the Parties other than that of independent contractors. Neither Party shall be or may hold himself/itself out to any third party as being the agent of the other.
22.1 The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them. The Parties hereby warrant that they have full capacity in law and otherwise to enter into this Agreement and to carry out obligations/services hereunder, and that there is nothing legally or otherwise prohibiting them from doing so
23.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way..
24.1. No other costs, payments and expenses shall be borne by Onepay unless specifically mentioned in this Agreement or mutually agreed in writing in advance.
25.1 All tax liabilities and obligations of each Party including any Withholding Tax arising in connection with the Services shall be the responsibility of the respective Party and neither Party shall be held responsible for tax liabilities arising due to any act or omission or fault by the other Party.
1. AUTHORIZATION
26.1 The company shall;
a) Obtain all necessary approvals from the relevant authorities/regulatory bodies to carry out
transactions
in terms of this Agreement.
b) Obtain Authorization and an Authorization Code from the respective Bank in respect of transactions on
behalf of
the Merchant.
c) Ensure that the authorization is obtained by the
Company on behalf of the Merchants under the relevant merchant industry category, which categorization
is
agreed between the Company Bank and the Merchantprior to the execution of these presence and such
categorization is more fully set out in Annexure 3.
d) Ensure that the Merchant only deliver the goods to the
Cardholder after obtaining Authorization and an
Authorization Code.
27.1 The Merchant will maintain evidence for each and
every transaction as records and provide them promptly at the request of the Company (and whether or not
the
same is disputed by the Cardholder). The Merchant shall ensure to produce the evidence to the Company at
the
satisfactory level as to why the Cardholder's Card account should be debited with any transaction amount
and
(but without prejudice to the foregoing) will retain all documents and records relating to each
transaction
(including without limitation a copy of the record referred to in Clause 27.3) for a period of not less
than
one year thereafter and produce the same to the Company on request. Such documents and records shall
contain
the following
information for each transaction (to the extent that such
information is obtained by the Merchant in connection with the Transaction):
a) Transaction date
b) Transaction amount
c) Transaction currency
d) Authorization code
e) The Cardholder's name
f) The Cardholder's URL (Uniform Resource Locator) or on- line address
g) Description of goods supplied
27.2 The Merchant shall provide such reasonable assistance for the prevention and detection of fraud in
respect of any transaction as the Company may from time to time request.
27.3 In respect of any transaction, the Merchant shall provide to the Card holder a record of the
transaction (by electronic means, surface mail or other methods acceptable to the Company) and such
record
shall include the below as applicable:
a) The Merchants 'URL or on-line address;
b) A list of any restrictions on returns or refunds;
c) A description of goods supplied;
d) The name of the Merchant and, if the supplier of goods
is not the Merchant, the name of the supplier;
e) The transaction amount and currency;
f) The Authorization Code and the date of obtaining the
same;
g) The Merchants 'delivery policy and any related restrictions;
Provided that, if such record is sent by electronic means, it must not contain Card and/or account data.
In addition to any illegal business according to the laws and regulations governing the Merchant, the
following are designated as prohibited business;
a) Grabbling (including casino chips, gambling services, internet casino site and bingo)
b) Prostitution and internet adult digital contents.
Accordingly, the Merchant shall not engage in any prohibited industries.
The Merchant shall inform the Company in writing of the occurrence of the following events Thirty (30)
days
prior to its effective date.
a) Any closure of or change in location of the Merchant's office or the shop.
b) Cessation of business.
c) Any change in the nature of the business carries out by the Merchant.
d) Any material change in the management of the Merchant.
e) Any change in the Merchant's legal status (such as from a sole proprietorship to a partnership or a
limited liability
Company or vice versa.
f) Any change in Merchant's URL or on-line address (where applicable).
g) Any change in the Directors'/ Partners', Proprietor of
the Merchant
h) Any change in any other material particulars relating to the Merchant already supplied to the Company
in
connection with this Agreement at any time.
Please refer to the Annexure 1
Accepting payments in foreign currencies will incur a 1.5% additional fee above the standard Payment Processing Fee of your active plan. Amount will be converted to LKR at bank exchange rate & settled in LKR.
Please refer to Annexure 5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date and agree
to be
legally bound by all terms and conditions contained herein.
Annexure 1
Annexure 2 Setup fee would be LKR 1,500 Please select preferred IPG Plan. Tariff Details- Onepay Payment Gateway
|
Annexure 3 MERCHANT INDUSTRY CATOGORISATION
.......................................... Merchant Signature |
Version 2.1 (2024 November 01)
Effective Date : This agreement is effective from November 01, 2024, for all Onepay merchants.
This Agreement is made and entered into at in the Democratic Socialist Republic of Sri Lanka on
this…………………………………………………………………………………………………………….. (the effective date)
By and between
Spemai (Pvt)Ltd a Company duly registered under the Companies Act No.07 of 2007 under the registration
number PV00206829 and having its registered office at 3rd Floor,292,Richmond House,Gansabha
Junction,High Level Road,Nugegoda. Postal Code 10250 in the said Republic of Sri Lanka (hereinafter
referred to as “the Company”) and which term shall mean include the said Spemai (Pvt)Ltd successors and
permitted assigns.
And
..............…………………………………………………………………………………………….A Company duly registered under the Companies Act
No.07 of 2007 under the registration number and having its registered office at
............................................…………………..in the Republic of Sri Lanka (hereinafter referred
to as “the Merchant”) and which term shall mean include the said, its successor and permitted assigns.
Hereinafter sometimes, the Company and the Merchant together shall be referred to as “the Parties” and
individual as “the Party”.
AND WHEREAS the Company is having an agreement with the Cargills Bank Limited, Nations Trust Bank PLC,
Hatton National Bank PLC and Sampath Bank PLC to act as aggregators in which may provide the technology
platform for Merchant and their customers to conduct transactions using Visa/ Master/ Amex/ Diners Club/
Discover/ UnionPay/Sampath Vishwa/FriMi and Lanka QR etc. which may specify in the agreement.
AND WHEREAS Onepay will be the payment facilitator which allows customers to execute transactions using
any of the payment options they have registered for. Including but not limited to debit card, credit
card, mobile payment aggregators, mobile payment wallets, mobile money, current account, savings
account, and any other payment methods made available from time to time. And JustPay Merchants accept
such payments made by the customers via JustPay.
Hereafter sometimes the words “Customer” and the “Cardholder” refer to the same person.
NOW, THEREFORE, in considerate on the foregoing, and the mutual agreements and covenants set for therein
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
In this Agreement unless expressly stated otherwise: "Platform" means the software application under the trade and domain name,"Onepay.lk" built and operated in Sri Lanka which is owned by Spemai (PVT) LTD, "Payment methods"- Cards (Visa, Master, Amex, Diners Club, Discover, UnionPay) LankaQR, Justpay, Coupons, Points, Vouchers, Mobile Wallets, Offline payment "Cards" - Credit or Debit card which is belong to Visa/Master/Amex/Diners Club/ Discover/UnionPay "LankaQR"- is a national QR scheme which is facilitating by CBSL and LankaQR payment channel. "Offline payment" - Cash on Delivery, Pay & Go deposit, Cargills food city payment End User" consumer who are getting a particular service
The purpose of this Agreement is to record the terms and conditions and the rights and obligations of the Parties hereto (hereinafter referred to as the "Parties" and individually as a "Party”) in respect of the Onepay service. Onepay Service (hereinafter referred to as the "Service") shall provide a payment facility which enables customers of the Merchant to execute transactions using any payment method provided by Onepay.
2.1 Both Parties hereby warrant and represent for the benefit of each other that on the date of this Agreement and throughout the term hereof:
2.1.1 That each Party shall ensure to hold any requisite licenses, permits and/or ownership documents where necessary for carrying out its obligations hereunder or for executing this Agreement;
2.1.2 That all information, and the deliverables
enumerated herein do not and shall not:
a) Infringe any third-party intellectual property rights; or
b) Be illegal; or
c) Infringe confidentiality obligations owed to any third
party; or
d) Contain false/incorrect or misleading statements.
2.1.3 That employees of both Parties are suitably qualified and competent to undertake the responsibilities enumerated herein in accordance with the terms of this Agreement;
2.2 Neither Onepay nor any of its suppliers makes any representations or warranties, express or implied, including but not limited to the Merchant ability with respect to any equipment (including authorization terminals, data capture terminals, mobile devices or printers, if any). However, Onepay warrants to the Merchant that the Services shall be fit for the intended purpose of usage of Services.
2.3 Onepay agrees that the Merchant does not have any contractual relationship with the Acquirer Bank from whom Onepay has obtained the internet payment gateway for provision of Services (hereinafter referred to as the "Acquirer Bank"), thereby warranting to the Merchant that the obligations of the Acquirer Bank connected to its provision of the agreed services shall be fully enforced by Onepay for the benefit of the Merchant.
3.1 The Merchant shall pay a commission per transaction to Onepay. The agreed commission rates are specified in the Annexure 2.
3.2 The commission rate shall be retained fully by the Acquirer Bank and the due amount to the Merchant shall be transferred to the Merchant's bank account stipulated in the Merchant Application Form, or any other bank account to be agreed by the Parties.
3.3 The Merchant shall additionally pay the payment facilitation fee which include; • LankaClear / Slips (Other bank daily bulk transfers) fee; • Tokenization (Applicable for recurring Payments) fee; as specified in the Annexure 2
3.4 Payment terms may be amended by Onepay with prior notice due to changes in government taxes, regulatory requirements, banking charges imposed on Onepay, or any other reason affecting Services or operations hereunder. Any such changes shall be notified by Onepay to the Merchant and shall be deemed to be effective uponsuch notification.
Credit/debit card transactions shall be settled within three (03) working days from the transaction date and LankaQR shall be settled next date if the merchant bank account is not with the acquiring bank, and credit/debit card transactions shall be settled within three (03) working days from the transaction date. Unless otherwise agreed with the Customer in writing, the Merchant shall only deliver the goods and/ services to the Customers after the Merchant has verified the receipt of the applicable payment from the Customer through system provided by Onepay.
4.1 Settlement schedule would be as follows: -
a) A monthly as well as a daily report shall be generated by Onepay to the Merchant portal to monitor
its transactions.
5.1 A returned item or chargebacks shall take place only if:
a) A customer of the Merchant disputes any transaction or payment for any transaction (irrespective of
the
nature or manner of such disputes), and moreover in such situation, it shall be reported to the issuing
bank of
the respective card and the Merchant shall be informed formally by the Acquiring Bank followed by an
investigation regarding the authenticity of the dispute/claim by the customer.
b) There has been a breach by the Merchant of any term of this Agreement;
c) Any other event or circumstance, which Onepay shall have previously notified to the Merchant in
writing for
the purpose of this Clause 5, has occurred in relation to a
transaction;
d) If the payment is 3Ds secure and the product is already delivered without fail, the customer cannot
charge
back as a fraudulent transaction. (The merchant must provide the delivery proof when required)
A transaction shall be charged back to Onepay for any reason by the issuing finance institution according to the prevailing operating rules and regulations of the Central Bank of Sri Lanka. At Onepay's request the Merchant shall, repurchase such transaction(s) at the amount of such transaction(s), which may be deducted from any payment due to the Merchant or may be charged against any of the Merchant's account(s). In such situations the Merchant shall be notified and an investigation shall take place accordingly. A customer may request a chargeback within One Hundred and Twenty (120) days from the date of transaction.
However, Onepay shall not be responsible for any disputes regarding chargebacks arising between the Merchant and customers after fourteen working days(14) from the date of transaction. If any such amount is not collectable through withholding from any payments due hereunder or through charging to the Merchant's account(s), the Merchant shall, (upon request by Onepay), pay the full amount of the chargeback. The commissions stipulated in Clause 3 relating to the original transaction to be charged back shall NOT be returned to the Merchant.
5.2 Reversals
a) The Merchant shall be able to reverse a previously settled amount to the customer's account, where
the
transaction had occurred within the last fourteen days (14) and the customer's account is still active
(if a
current or
savings account). The Merchant shall have the facility to initialize the reversal process during the
said
period of
time.
b) The refund process shall be completed within seven (07) business days from the initiation date
subject to
reversal from service provider/merchant.
c) The Merchant shall be able to initiate a reversal of the full amount of any transaction that has not
yet
been posted for settlement which is regarded as void.
d) For reversals of transaction Onepay shall forward the reversal to the external payment gateway
provider
or service provider for the reversal of the transaction. For reversal via bank accounts, Onepay shall
direct
the reversal to the respective bank account of the customer.
5.3 Resolution of Transaction Disputes/reversals
For any transaction disputes, other than network connectivity (transaction disputes and reversals etc.),
the
customer shall contact the Merchant, and the Merchant shall NOT refer to contact of the Acquiring Bank.
6.1 The Merchant shall:
a) Promptly honor any payment request for a
transaction by a customer via the Service;
b) Not use the Services for any unlawful or
unauthorized purpose;
6.2 Onepay shall provide required training to a trainer who shall be responsible to train and educate
the
staff of the
Merchant.
6.3 The Merchant shall be responsible for ensuring the security of the access credentials provided to
the
Merchant to access the Services. If anyone accesses the Services using the access credentials provided
to
the Merchant, with or without his/its authorization, for all intent and purposes such access shall be
considered an authorized access and the merchant shall be fully responsible for same. Any financial
liability occurring to the Merchant due to such
access shall be borne by the Merchant.
6.4 Obtaining and maintaining online connectivity for the merchant to connect with Onepay shall be the
responsibility of the Merchant, at the cost of the Merchant.
6.5 The Merchant shall ensure that it maintains online
connectivity of adequate bandwidth and capacity enabling Transactions to be successfully carried out at
all
times.
6.6 While Onepay shall endeavor to avoid any downtime of Services, other than for purposes of scheduled
maintenance of Onepay system in which case the Merchant shall be given prior notice of same by Onepay
via
e-mail to an e-mail address specified by the Merchant, Onepay shall not be liable in any manner
whatsoever
to the Merchant for any downtime of Onepay system due to technical issues, or for failed transactions.
The
Merchant
warrants that the aforementioned e-mail address shall be
functional at all times, and Onepay shall not be liable whatsoever for non-receipt by the Merchant of
any
e-mail that is generated by Onepay.
6.7 The Merchant shall:
i) Promptly honor any payment request by a User for a transaction via Onepay;
ii) Offer goods and services to customers on terms not less favorable than those relating to
customers/purchasers paying the Merchant using other payment methods including cash
payments;
iii) Not require a minimum value for transactions, or make any indication to this effect, verbally, via
any
signage, or otherwise;
iv) Not charge or levy any additional amount from a customer than the price/charge charged from any
other
customer of the Merchant;
v) Not commit any act or omission in relation to Onepay, which may result in a claim or action against
Onepay Service and/or cause any damage to the reputation, brand or image of the Services of
Onepay;
vi) keep all Customer information confidential and shall not use such information for any other purpose
except for the purpose of full filling its obligations under this Agreement, and shall not disclose any
such
information to any other party. Further, the Merchant shall not use such customer information for
marketing,
promoting, selling any other goods or services to the customer or to send advertisements to the
customer;
vii) Agree that all documents and instructions/directions issued by Onepay from time to time shall form
part
and parcel of this Agreement, and that it shall be bound by
same;
viii) Maintain reports with the full details of the transactions concluded through Onepay by the
Merchant.
In the event of any dispute relating to the commission, the Parties shall endeavor to resolve all such
disputes amicably, failing which however the decision of Onepay with regard to such dispute based on the
detailed transaction logs maintained by Onepay shall be final;
ix) Allow Onepay to visit and examine the books of
accounts and any other records
connected with the Services and/or Onepay transactionsat
reasonable hours with prior notice. Further, the Merchant shall provide any documents or information
Onepay
reasonably requires hereunder;
xi) Not develop or implement any payment application, or
act as a payment system aggregator in any other manner until expiry of six (06) months from termination
of
this Agreement. This restriction shall apply to any of the Merchant's subsidiaries, affiliates and
holding
company, shareholder and directors;
6.8 The Merchant's Website or Wallet shall comply with the requirements from time to time reasonably
imposed
by the Acquiring Bank. The current requirements shall be as follows.
a) Corporate information, trading name most recognizable to the cardholder, postal address, email
address,
telephone number(s) and country of domicile of your business.
b) Complete description of goods/services offered, if selling electrical goods, the voltage requirements
must be
stated, which does vary around the world.
c) Return/refund/cancellation policies, if there is limited refund or "no refund" policy, this must be
very
clearly communicated to customers before the purchase decision
is made.
d) All customer service contact information, e.g., e-mail address, telephone numbers (including country
code, toll- free and non-toll-free numbers, facsimile numbers, etc.),
and have the resource available to address customers
queries with due diligence.
e) Transaction currency, including the country name of currency unit if the currency unit designation is
not
unique, e.g. a Dollar could be an Australian Dollar, a New Zealand Dollar, a HK Dollar etc.
f) Country to which goods are shipped and any import/export regulations and custom duties related to
shipment to those countries.
g) Policy regarding delivery of goods, and inclusive of any restrictions or other special condition in
place.
i) Data privacy policy must be clearly stated including what type of information is collected, the
purpose
of collecting the data, when the information is being collected, how card
holder information will be used, to what extent it will be
shared in any way with a third party and if and how a consumer can restrict the use of his/her personal
information.
h) If you provide recurring goods or services e.g. subscriptions, membership fees etc, and charge a
cardholder's account periodically, you must obtain a written permission in the format such as hard copy
or
electronic record from the cardholder for the good or services to be charged to the cardholder's
account.
The written permission must at least specify transaction amount, frequency of recurring charges and
duration
of time for which the cardholder's permission is granted. You must retain the written permission for the
duration of the recurring services. A simple and easily accessible online cancellation procedure must be
in
place if the cardholder's request for goods or services was initially accepted online.
i) Information about method of transaction security you use to secure cardholder account data during the
ordering and payment process must be provided to the consumer. It should include what level and type of
security is being used (e.g. Secure Socket Layer (SSL) with 40-/56-/128- bitten crypt ion keys), why it
is
being used in general, what steps are taken to ensure data quality and access, how it is being held and
where, what the consumer will benefit from it, what pages will be secured etc. This information needs to
be
clear and easy to understand.
j) Country of domicile of your business location must be clearly disclosed to the card holder
immediately
prior to completion of payment instructions.
6.9 The Company Shall:
a) Ensure to provide a service to the Merchant within the scope of this Agreement, enabling the Merchant
to provide
an uninterrupted service to its customers.
b) Do the coordination between the Merchant and the Cargills Bank/Nations Trust Bank as and when
necessary.
c) Notify the Merchant about the laws, by laws, regulation, guidelines, and directions that has been
imposed by the
Central Bank of Sri Lanka and whatsoever relevant information in relating to Justpay and other payment
options available time to time.
d) Reserve the right to issue instructions on the payment services from time to time with prior written
notice to the
Merchant.
e) Ensure, the best of its ability that the Merchant will not use the Justpay and other payment services
for any unlawful or illegal transaction or activity and shall always comply with all applicable laws and
any regulations, guidelines and directions issued by the Central Bank
f) Consider all the information of the customers are confidential by the Company and maintain the mina
secured manner and protect from unauthorized viewing or modification during transmission and
storage.
g) Not breach any of its obligations under this Agreement.
7.1 Onepay shall not be liable for any loss or damages, whether direct, incidental, special, or
consequential, (including but not limited to loss of income or profits), whether or not Onepay had
knowledge
or constructive knowledge that such damages might be incurred, unless such damage was caused by Onepay's
own
willful misconduct or gross negligence. Notwithstanding anything to the contrary Onepay's liability
under
this Agreement shall not exceed the value of transactions successfully completed through Onepay for the
month proceeding the month in which the loss or damage occurred.
7.2 Neither Party shall be liable for loss, damage, or delay caused by events which such Party cannot
control, including but not limited to acts of God, perils of the air, weather
conditions, mechanical delays, delays in information flows, acts of public enemies, war, strikes, civil
commotions, or acts or omissions of the government and/or public authorities with actual or apparent
authority, government regulations or epidemic/pandemic situations or any other reason beyond the
reasonable
control of the relevant
Party.
9.1 This Agreement shall be valid for a period of Three (03) Years from the effective date set out
herein
and shall thereafter be automatically renewed for successive periods of three (03) years unless either
Party
in writing informs the other Party
not less than ninety (90) days prior to the expiration of such ongoing term that the Party giving notice
has
no intention to renew this Agreement.
9.2 Either Party may terminate or suspend this Agreement if the other Party breaches any of the terms
herein
contained and the same is not cured within forty five (45) days of notice of the said breach by the
non-defaulting Party to the defaulting Party, unless such time period allowed for curing of the breach
is
further extended by mutual agreement.
9.3 Either Party may terminate this Agreement with Thirty (30) Days written notice to the other Party,
without assigning any reason therefore.
9.4 Either Party may immediately terminate or suspend this Agreement immediately in the event of any
violation of law or regulation by the other Party relating to financial transactions or payment systems
or
any other law or regulation relating to this Agreement or the operation hereunder.
9.5 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant or its employees carry out any unlawful or immoral business including but not limited to sales
and/or distribution of child pornography, prostitution and internet adult digital content and human
trafficking and exploitation or resorts to any unethical practices relating to its sales or otherwise,
or
Onepay has reasons to believe the Merchant or its employees may commit or have committed any of the
aforementioned acts.
9.6 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant declines to agree to any chargeback to any customer or a
reversal of a transaction where such customer makes a
justified request for same.
9.7 Effects of Termination / Suspension
Upon the termination or suspension of this Agreement for
any reason:
a) Such termination or suspension shall not affect any provision of this Agreement which is expressed to
survive
or operate in the event of termination of this Agreement and shall not prejudice or affect the rights of
either Party against the other in respect of any breach of this Agreement occurring prior to termination
or
in respect of any money payable by either Party to the other or in respect of any other rights accrued
in
each case in respect of any period prior to termination. In the event of the termination of this
agreement
resulting from a breach by Onepay, the Merchant shall not be required to make any payments accrued or
due in
future.;
b) Such termination or suspension shall not prejudice the benefits provided to customers by either Party
and
both Parties undertake to full fill their respective obligations under this Agreement towards any
customer
serviced prior to any termination/suspension;
c) Each Party shall with immediate effect or within a period
as notified by the other Party or otherwise in accordance
with the directions of such other Party return to the first Party all property of the other Party in its
possession or under its control including but without limitation all samples and any advertising,
promotional or sales material
relating to the other Party, applications, equipment then in the possession or under the control of the
relevantParty;
d) The Merchant shall no longer hold himself/itself out as an entity authorized by Onepay to transact
via
Onepay and shall cease to promote, market, advertise or operate Onepay or the Services;
e) All rights granted by Onepay to the Merchant to use the intellectual property pursuant to this
Agreement
shall automatically cease;
f) Any costs incurred by Onepay in complying with the provisions of this Agreement specifically at the
request of the Merchant shall be for the account of the Merchant;
g) The Merchant shall have no claim against Onepay for indemnification or compensation, whether for loss
of
income, loss of goodwill or otherwise, direct or indirect, upon the termination/suspension of this
Agreement
for any reason, unless such breach is by the Onepay;
h) The Parties shall settle all dues to each other within a period of forty five (45) days from the date
of
termination,
completion, or suspension of the Agreement.
10.1 Neither Party hereto shall be deemed to be in default of any provisions hereof for any delay,
failure
in performance or interruption of services resulting directly or indirectly from an act of God or
military
or governmental authority, acts of public enemy, civil disturbance, acts of war - whether declared or
not,
accident, re, explosion, earthquake, flood or any other natural disaster, Government regulation, any
epidemic/pandemic situation or any other event beyond the reasonable control of any Party (hereinafter
referred to as "Force Majeure Events"), provided the Party facing such Force Majeure Event shall within
Forty Eight (48) hours issue a notice in writing to the other Party (a "Force Majeure Notice") detailing
the
occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement.
As
appropriate the Force Majeure Notice shall also state any extension of time that is required by such
Party
and the details of any alternative method sought by such Party to fulfill its contractual obligations
under
the Agreement and
additional cost, if any, involved in such alternate method. The foregoing is subject to the Business
Continuity Plan of Onepay.
10.2 The Party receiving the Force Majeure Notice may, at its sole discretion agree with such extension
of
time, alternate method or agree to additional cost sought by the Party sending such Notice. If such
agreement is reached by
the Parties it shall amount to a modification or amendment to the Agreement.
10.31f the Force Majeure Event shall prevail for more than Thirty (30) Days, the Party receiving such
Force
Majeure Notice may immediately after the said Thirty (30) Days period, terminate this Agreement by
giving
the other Party notice in writing, notwithstanding any agreement reached by the Parties under Clause
10.2
above. Neither Party shall be liable to pay the other any damages upon such termination
11.1 Neither Party shall assign all or any part of this Agreement to any other party without prior written approval of the other Party, except that Onepay may assign this Agreement with notice to the Merchant, to anyentity within the Onepay group of companies whether in existence at the time of execution of this Agreement or in the future.
12.1 No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement and no grant of any extension of time by either Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either Party under the Agreement against the other Party. No waiver of any term or condition hereof by either Party shall be deemed a waiver of any other term or condition or a subsequent waiver of the same condition.
13.1 In the event any provisions of this Agreement including those relating to any limitation of liability or limitation on warranties are held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect only as far as the intended purpose of this Agreement is served.
14.1 This Agreement constitutes the complete agreement between the Parties hereto and supersedes all prior or contemporaneous agreements or representations written or oral concerning the subject matter of this Agreement. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement. Any amendment made hereto shall be valid only if made in writing and signed by the Parties hereto or any such amendment is made by Onepay and notified in writing to the Merchant, or such amendment is posted on Onepay's website.
15.1 This Agreement shall be governed and construed in
accordance with the laws of Sri Lanka and the Courts of
Colombo shall have the exclusive jurisdiction to resolve any
issue.
15.2 Amendments to this agreement,
The Company shall reserve the right to amend this Agreement from time to time according to the
directives,
guidelines and regulations that may be issued by the legal and regulatory authorities including Central
Bank
of Sri Lanka. Such amendments shall become effective from the
date of notice of the same to the Merchant.
15.3 Additional Documents
a) The Company shall issue the following documents from time to time under this Agreement;
b) Additional Terms and Conditions;
c) The Company's Commission Structure;
d) Merchant category and Transaction Limits;
e) The other instructions and guidelines that may be issued by Cargills Bank, Nations Trust Bank, the
Central Bank ofSri Lanka and /or any other regulatory and government authority from time to time.
16.1 Any interpretation, dispute or difference whatsoever arising between the Parties relating to this Agreement or any provision thereof, shall be resolved by a competent court of law with competent jurisdiction.
17.1 Unless specified otherwise, any notice to be given by one Party to the other Party shall be given by
electronic mail, courier, or pre-paid registered post.
17.2 Notice shall be deemed to have been duly served upon and when received by the intended
recipient,
(a) If sent by electronic mail, when the read receipt confirmation is received from the recipient;
(b) If sent by pre-paid registered post, three (03) working days following the dispatch of the prepaid
letter;
(c) If sent by courier, one (01) working day following the dispatch of the letter. Any change of e-mail
of
either Party shall not be a reason to deem such Party as not receiving an email hereunder, unless due
notice
has been given by
that Party to the other Party of a new email.
17.3 Any notice or other communication to be given under this Agreement shall be in writing and shall be
considered sufficiently served if it is sent as follows:
To Onepay:
Name: Spemai (Pvt) Ltd
Email: info@onepay.lk
Address: 3rd Floor,292,Richmond House,Gamsabha Junction,High Level Road,Nugegoda. Postal Code 10250
18.1 The Parties shall keep confidential all information
including but not limited to all customer information, account details, customer payment mode details,
technical information, documentation, software, drawings, developments or improvements or processes,
design,
know-how and other unpublished information transmitted or made available directly or indirectly to them
by
the other Party regarding the subject matter hereof ('Confidential Information'). This Agreement is
confidential.
18.2 No disclosure of any such Confidential Information shall be made to third parties without the
written
consent of the other Party unless such information has already been published or has been in the
possession
of one Party other than through the other Party or a person deriving such
information, directly or indirectly from such other Party or unless such disclosure is a requirement
imposed
by a government agency or is otherwise required to be disclosed by operation of law.
18.3 The obligation imposed on each Party under this Clause 18 shall apply during the term of this
Agreement
and shall survive three years from the expiration or sooner
termination hereof.
18.4 Both Parties agree to use such Confidential Information only for matters described in this
Agreement.
18.5 Each Party shall obtain express written undertakings from any person to whom Confidential
Information
of the other Party is disclosed as stipulated in this Clause on a strictly need to know basis, that such
persons shall preserve/maintain confidentiality of the information notwithstanding termination or
expiration
of the term of employment, consultancy, advisory services or any other relationship with the Merchant
pursuant to which same was received.
19.1 The Merchant may advertise, promote, or publicize any matter related to Onepay as of this Agreement only with the prior approval of Onepay.
20.1 During the term of this Agreement, Onepay hereby grants to the Merchant, a revocable,
non-transferable,
non-exclusive license to use the trademarks and logos of Onepay for the sole purpose of marketing Onepay
in
terms of this Agreement.
20.2 The Parties shall use the said trademarks and logos of the other Party only in the exact form and
style
and type approved by such other Party and the usage shall be approved separately on each time a usage is
intended.
20.3 Either Party shall indemnify the other Party against any claims for the infringement of any third
party
intellectual property rights arising from the use of any of the other Party's trademarks or logos as
stipulated herein.
20.4 Nothing in this Agreement shall give either Party any rights, title and interest in respect of any
trade names, trademarks, service marks, logos or any other intellectual property right of or used by the
other Party ("Marks") or of the goodwill associated therewith, and each Party hereby acknowledges that,
except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and
that
all such right, title, interest and goodwill are, and shall remain, vested in the other Party at all
times.
The use of the Intellectual Property rights by one Party shall not in any way whatsoever dilute any
rights,
interest and title of the other Party.
20.5 Either Party shall not use in Sri Lanka any trademarks, service marks, logos or trade names so
resembling the Marks of the other Party as to be likely to cause confusion or deception.
21.1 Nothing in this Agreement shall be taken to create any joint venture, partnership, employment, agency or any other arrangement between the Parties other than that of independent contractors. Neither Party shall be or may hold himself/itself out to any third party as being the agent of the other.
22.1 The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them. The Parties hereby warrant that they have full capacity in law and otherwise to enter into this Agreement and to carry out obligations/services hereunder, and that there is nothing legally or otherwise prohibiting them from doing so
23.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way..
24.1. No other costs, payments and expenses shall be borne by Onepay unless specifically mentioned in this Agreement or mutually agreed in writing in advance.
25.1 All tax liabilities and obligations of each Party including any Withholding Tax arising in connection with the Services shall be the responsibility of the respective Party and neither Party shall be held responsible for tax liabilities arising due to any act or omission or fault by the other Party.
1. AUTHORIZATION
26.1 The company shall;
a) Obtain all necessary approvals from the relevant authorities/regulatory bodies to carry out
transactions
in terms of this Agreement.
b) Obtain Authorization and an Authorization Code from the respective Bank in respect of transactions on
behalf of
the Merchant.
c) Ensure that the authorization is obtained by the
Company on behalf of the Merchants under the relevant merchant industry category, which categorization
is
agreed between the Company Bank and the Merchantprior to the execution of these presence and such
categorization is more fully set out in Annexure 3.
d) Ensure that the Merchant only deliver the goods to the
Cardholder after obtaining Authorization and an
Authorization Code.
27.1 The Merchant will maintain evidence for each and
every transaction as records and provide them promptly at the request of the Company (and whether or not
the
same is disputed by the Cardholder). The Merchant shall ensure to produce the evidence to the Company at
the
satisfactory level as to why the Cardholder's Card account should be debited with any transaction amount
and
(but without prejudice to the foregoing) will retain all documents and records relating to each
transaction
(including without limitation a copy of the record referred to in Clause 27.3) for a period of not less
than
one year thereafter and produce the same to the Company on request. Such documents and records shall
contain
the following
information for each transaction (to the extent that such
information is obtained by the Merchant in connection with the Transaction):
a) Transaction date
b) Transaction amount
c) Transaction currency
d) Authorization code
e) The Cardholder's name
f) The Cardholder's URL (Uniform Resource Locator) or on- line address
g) Description of goods supplied
27.2 The Merchant shall provide such reasonable assistance for the prevention and detection of fraud in
respect of any transaction as the Company may from time to time request.
27.3 In respect of any transaction, the Merchant shall provide to the Card holder a record of the
transaction (by electronic means, surface mail or other methods acceptable to the Company) and such
record
shall include the below as applicable:
a) The Merchants 'URL or on-line address;
b) A list of any restrictions on returns or refunds;
c) A description of goods supplied;
d) The name of the Merchant and, if the supplier of goods
is not the Merchant, the name of the supplier;
e) The transaction amount and currency;
f) The Authorization Code and the date of obtaining the
same;
g) The Merchants 'delivery policy and any related restrictions;
Provided that, if such record is sent by electronic means, it must not contain Card and/or account data.
In addition to any illegal business according to the laws and regulations governing the Merchant, the
following are designated as prohibited business;
a) Grabbling (including casino chips, gambling services, internet casino site and bingo)
b) Prostitution and internet adult digital contents.
Accordingly, the Merchant shall not engage in any prohibited industries.
The Merchant shall inform the Company in writing of the occurrence of the following events Thirty (30)
days
prior to its effective date.
a) Any closure of or change in location of the Merchant's office or the shop.
b) Cessation of business.
c) Any change in the nature of the business carries out by the Merchant.
d) Any material change in the management of the Merchant.
e) Any change in the Merchant's legal status (such as from a sole proprietorship to a partnership or a
limited liability
Company or vice versa.
f) Any change in Merchant's URL or on-line address (where applicable).
g) Any change in the Directors'/ Partners', Proprietor of
the Merchant
h) Any change in any other material particulars relating to the Merchant already supplied to the Company
in
connection with this Agreement at any time.
Please refer to the Annexure 1
Accepting payments in foreign currencies will incur a 1.5% additional fee above the standard Payment Processing Fee of your active plan. Amount will be converted to LKR at bank exchange rate & settled in LKR.
Please refer to Annexure 5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date and agree
to be
legally bound by all terms and conditions contained herein.
Annexure 1
Annexure 2 Setup fee would be LKR 1,500 Please select preferred IPG Plan. Tariff Details- Onepay Payment Gateway
|
Annexure 3 MERCHANT INDUSTRY CATOGORISATION
.......................................... Merchant Signature |
Version 2.2 (2025 April 01)
Effective Date : This agreement is effective from April 01, 2025, for all Onepay merchants.
This Agreement is made and entered into at in the Democratic Socialist Republic of Sri Lanka on
this…………………………………………………………………………………………………………….. (the effective date)
By and between
Spemai (Pvt)Ltd a Company duly registered under the Companies Act No.07 of 2007 under the registration
number PV00206829 and having its registered office at 3rd Floor,292,Richmond House,Gansabha
Junction,High Level Road,Nugegoda. Postal Code 10250 in the said Republic of Sri Lanka (hereinafter
referred to as “the Company”) and which term shall mean include the said Spemai (Pvt)Ltd successors and
permitted assigns.
And
..............…………………………………………………………………………………………….A Company duly registered under the Companies Act
No.07 of 2007 under the registration number and having its registered office at
............................................…………………..in the Republic of Sri Lanka (hereinafter referred
to as “the Merchant”) and which term shall mean include the said, its successor and permitted assigns.
Hereinafter sometimes, the Company and the Merchant together shall be referred to as “the Parties” and
individual as “the Party”.
AND WHEREAS the Company is having an agreement with the Cargills Bank Limited, Nations Trust Bank PLC,
Hatton National Bank PLC and Sampath Bank PLC to act as aggregators in which may provide the technology
platform for Merchant and their customers to conduct transactions using Visa/ Master/ Amex/ Diners Club/
Discover/ UnionPay/Sampath Vishwa/FriMi and Lanka QR etc. which may specify in the agreement.
AND WHEREAS Onepay will be the payment facilitator which allows customers to execute transactions using
any of the payment options they have registered for. Including but not limited to debit card, credit
card, mobile payment aggregators, mobile payment wallets, mobile money, current account, savings
account, and any other payment methods made available from time to time. And JustPay Merchants accept
such payments made by the customers via JustPay.
Hereafter sometimes the words “Customer” and the “Cardholder” refer to the same person.
NOW, THEREFORE, in considerate on the foregoing, and the mutual agreements and covenants set for therein
and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:
In this Agreement unless expressly stated otherwise: "Platform" means the software application under the trade and domain name,"Onepay.lk" built and operated in Sri Lanka which is owned by Spemai (PVT) LTD, "Payment methods"- Cards (Visa, Master, Amex, Diners Club, Discover, UnionPay) LankaQR, Justpay, Coupons, Points, Vouchers, Mobile Wallets, Offline payment "Cards" - Credit or Debit card which is belong to Visa/Master/Amex/Diners Club/ Discover/UnionPay "LankaQR"- is a national QR scheme which is facilitating by CBSL and LankaQR payment channel. "Offline payment" - Cash on Delivery, Pay & Go deposit, Cargills food city payment End User" consumer who are getting a particular service
The purpose of this Agreement is to record the terms and conditions and the rights and obligations of the Parties hereto (hereinafter referred to as the "Parties" and individually as a "Party”) in respect of the Onepay service. Onepay Service (hereinafter referred to as the "Service") shall provide a payment facility which enables customers of the Merchant to execute transactions using any payment method provided by Onepay.
2.1 Both Parties hereby warrant and represent for the benefit of each other that on the date of this Agreement and throughout the term hereof:
2.1.1 That each Party shall ensure to hold any requisite licenses, permits and/or ownership documents where necessary for carrying out its obligations hereunder or for executing this Agreement;
2.1.2 That all information, and the deliverables
enumerated herein do not and shall not:
a) Infringe any third-party intellectual property rights; or
b) Be illegal; or
c) Infringe confidentiality obligations owed to any third
party; or
d) Contain false/incorrect or misleading statements.
2.1.3 That employees of both Parties are suitably qualified and competent to undertake the responsibilities enumerated herein in accordance with the terms of this Agreement;
2.2 Neither Onepay nor any of its suppliers makes any representations or warranties, express or implied, including but not limited to the Merchant ability with respect to any equipment (including authorization terminals, data capture terminals, mobile devices or printers, if any). However, Onepay warrants to the Merchant that the Services shall be fit for the intended purpose of usage of Services.
2.3 Onepay agrees that the Merchant does not have any contractual relationship with the Acquirer Bank from whom Onepay has obtained the internet payment gateway for provision of Services (hereinafter referred to as the "Acquirer Bank"), thereby warranting to the Merchant that the obligations of the Acquirer Bank connected to its provision of the agreed services shall be fully enforced by Onepay for the benefit of the Merchant.
3.1 The Merchant shall pay a commission per transaction to Onepay. The agreed commission rates are specified in the Annexure 2.
3.2 The commission rate shall be retained fully by the Acquirer Bank and the due amount to the Merchant shall be transferred to the Merchant's bank account stipulated in the Merchant Application Form, or any other bank account to be agreed by the Parties.
3.3 The Merchant shall additionally pay the payment facilitation fee which include; • LankaClear / Slips (Other bank daily bulk transfers) fee; • Tokenization (Applicable for recurring Payments) fee; as specified in the Annexure 2
3.4 Payment terms may be amended by Onepay with prior notice due to changes in government taxes, regulatory requirements, banking charges imposed on Onepay, or any other reason affecting Services or operations hereunder. Any such changes shall be notified by Onepay to the Merchant and shall be deemed to be effective uponsuch notification.
Credit/debit card transactions shall be settled within three (03) working days from the transaction date and LankaQR shall be settled next date if the merchant bank account is not with the acquiring bank, and credit/debit card transactions shall be settled within three (03) working days from the transaction date. Unless otherwise agreed with the Customer in writing, the Merchant shall only deliver the goods and/ services to the Customers after the Merchant has verified the receipt of the applicable payment from the Customer through system provided by Onepay.
4.1 Settlement schedule would be as follows: -
a) A monthly as well as a daily report shall be generated by Onepay to the Merchant portal to monitor
its transactions.
5.1 A returned item or chargebacks shall take place only if:
a) A customer of the Merchant disputes any transaction or payment for any transaction (irrespective of
the
nature or manner of such disputes), and moreover in such situation, it shall be reported to the issuing
bank of
the respective card and the Merchant shall be informed formally by the Acquiring Bank followed by an
investigation regarding the authenticity of the dispute/claim by the customer.
b) There has been a breach by the Merchant of any term of this Agreement;
c) Any other event or circumstance, which Onepay shall have previously notified to the Merchant in
writing for
the purpose of this Clause 5, has occurred in relation to a
transaction;
d) If the payment is 3Ds secure and the product is already delivered without fail, the customer cannot
charge
back as a fraudulent transaction. (The merchant must provide the delivery proof when required)
A transaction shall be charged back to Onepay for any reason by the issuing finance institution according to the prevailing operating rules and regulations of the Central Bank of Sri Lanka. At Onepay's request the Merchant shall, repurchase such transaction(s) at the amount of such transaction(s), which may be deducted from any payment due to the Merchant or may be charged against any of the Merchant's account(s). In such situations the Merchant shall be notified and an investigation shall take place accordingly. A customer may request a chargeback within One Hundred and Twenty (120) days from the date of transaction.
However, Onepay shall not be responsible for any disputes regarding chargebacks arising between the Merchant and customers after fourteen working days(14) from the date of transaction. If any such amount is not collectable through withholding from any payments due hereunder or through charging to the Merchant's account(s), the Merchant shall, (upon request by Onepay), pay the full amount of the chargeback. The commissions stipulated in Clause 3 relating to the original transaction to be charged back shall NOT be returned to the Merchant.
5.2 Reversals
a) The Merchant shall be able to reverse a previously settled amount to the customer's account, where
the
transaction had occurred within the last fourteen days (14) and the customer's account is still active
(if a
current or
savings account). The Merchant shall have the facility to initialize the reversal process during the
said
period of
time.
b) The refund process shall be completed within seven (07) business days from the initiation date
subject to
reversal from service provider/merchant.
c) The Merchant shall be able to initiate a reversal of the full amount of any transaction that has not
yet
been posted for settlement which is regarded as void.
d) For reversals of transaction Onepay shall forward the reversal to the external payment gateway
provider
or service provider for the reversal of the transaction. For reversal via bank accounts, Onepay shall
direct
the reversal to the respective bank account of the customer.
5.3 Resolution of Transaction Disputes/reversals
For any transaction disputes, other than network connectivity (transaction disputes and reversals etc.),
the
customer shall contact the Merchant, and the Merchant shall NOT refer to contact of the Acquiring Bank.
6.1 The Merchant shall:
a) Promptly honor any payment request for a
transaction by a customer via the Service;
b) Not use the Services for any unlawful or
unauthorized purpose;
6.2 Onepay shall provide required training to a trainer who shall be responsible to train and educate
the
staff of the
Merchant.
6.3 The Merchant shall be responsible for ensuring the security of the access credentials provided to
the
Merchant to access the Services. If anyone accesses the Services using the access credentials provided
to
the Merchant, with or without his/its authorization, for all intent and purposes such access shall be
considered an authorized access and the merchant shall be fully responsible for same. Any financial
liability occurring to the Merchant due to such
access shall be borne by the Merchant.
6.4 Obtaining and maintaining online connectivity for the merchant to connect with Onepay shall be the
responsibility of the Merchant, at the cost of the Merchant.
6.5 The Merchant shall ensure that it maintains online
connectivity of adequate bandwidth and capacity enabling Transactions to be successfully carried out at
all
times.
6.6 While Onepay shall endeavor to avoid any downtime of Services, other than for purposes of scheduled
maintenance of Onepay system in which case the Merchant shall be given prior notice of same by Onepay
via
e-mail to an e-mail address specified by the Merchant, Onepay shall not be liable in any manner
whatsoever
to the Merchant for any downtime of Onepay system due to technical issues, or for failed transactions.
The
Merchant
warrants that the aforementioned e-mail address shall be
functional at all times, and Onepay shall not be liable whatsoever for non-receipt by the Merchant of
any
e-mail that is generated by Onepay.
6.7 The Merchant shall:
i) Promptly honor any payment request by a User for a transaction via Onepay;
ii) Offer goods and services to customers on terms not less favorable than those relating to
customers/purchasers paying the Merchant using other payment methods including cash
payments;
iii) Not require a minimum value for transactions, or make any indication to this effect, verbally, via
any
signage, or otherwise;
iv) Not charge or levy any additional amount from a customer than the price/charge charged from any
other
customer of the Merchant;
v) Not commit any act or omission in relation to Onepay, which may result in a claim or action against
Onepay Service and/or cause any damage to the reputation, brand or image of the Services of
Onepay;
vi) keep all Customer information confidential and shall not use such information for any other purpose
except for the purpose of full filling its obligations under this Agreement, and shall not disclose any
such
information to any other party. Further, the Merchant shall not use such customer information for
marketing,
promoting, selling any other goods or services to the customer or to send advertisements to the
customer;
vii) Agree that all documents and instructions/directions issued by Onepay from time to time shall form
part
and parcel of this Agreement, and that it shall be bound by
same;
viii) Maintain reports with the full details of the transactions concluded through Onepay by the
Merchant.
In the event of any dispute relating to the commission, the Parties shall endeavor to resolve all such
disputes amicably, failing which however the decision of Onepay with regard to such dispute based on the
detailed transaction logs maintained by Onepay shall be final;
ix) Allow Onepay to visit and examine the books of
accounts and any other records
connected with the Services and/or Onepay transactionsat
reasonable hours with prior notice. Further, the Merchant shall provide any documents or information
Onepay
reasonably requires hereunder;
xi) Not develop or implement any payment application, or
act as a payment system aggregator in any other manner until expiry of six (06) months from termination
of
this Agreement. This restriction shall apply to any of the Merchant's subsidiaries, affiliates and
holding
company, shareholder and directors;
6.8 The Merchant's Website or Wallet shall comply with the requirements from time to time reasonably
imposed
by the Acquiring Bank. The current requirements shall be as follows.
a) Corporate information, trading name most recognizable to the cardholder, postal address, email
address,
telephone number(s) and country of domicile of your business.
b) Complete description of goods/services offered, if selling electrical goods, the voltage requirements
must be
stated, which does vary around the world.
c) Return/refund/cancellation policies, if there is limited refund or "no refund" policy, this must be
very
clearly communicated to customers before the purchase decision
is made.
d) All customer service contact information, e.g., e-mail address, telephone numbers (including country
code, toll- free and non-toll-free numbers, facsimile numbers, etc.),
and have the resource available to address customers
queries with due diligence.
e) Transaction currency, including the country name of currency unit if the currency unit designation is
not
unique, e.g. a Dollar could be an Australian Dollar, a New Zealand Dollar, a HK Dollar etc.
f) Country to which goods are shipped and any import/export regulations and custom duties related to
shipment to those countries.
g) Policy regarding delivery of goods, and inclusive of any restrictions or other special condition in
place.
i) Data privacy policy must be clearly stated including what type of information is collected, the
purpose
of collecting the data, when the information is being collected, how card
holder information will be used, to what extent it will be
shared in any way with a third party and if and how a consumer can restrict the use of his/her personal
information.
h) If you provide recurring goods or services e.g. subscriptions, membership fees etc, and charge a
cardholder's account periodically, you must obtain a written permission in the format such as hard copy
or
electronic record from the cardholder for the good or services to be charged to the cardholder's
account.
The written permission must at least specify transaction amount, frequency of recurring charges and
duration
of time for which the cardholder's permission is granted. You must retain the written permission for the
duration of the recurring services. A simple and easily accessible online cancellation procedure must be
in
place if the cardholder's request for goods or services was initially accepted online.
i) Information about method of transaction security you use to secure cardholder account data during the
ordering and payment process must be provided to the consumer. It should include what level and type of
security is being used (e.g. Secure Socket Layer (SSL) with 40-/56-/128- bitten crypt ion keys), why it
is
being used in general, what steps are taken to ensure data quality and access, how it is being held and
where, what the consumer will benefit from it, what pages will be secured etc. This information needs to
be
clear and easy to understand.
j) Country of domicile of your business location must be clearly disclosed to the card holder
immediately
prior to completion of payment instructions.
6.9 The Company Shall:
a) Ensure to provide a service to the Merchant within the scope of this Agreement, enabling the Merchant
to provide
an uninterrupted service to its customers.
b) Do the coordination between the Merchant and the Cargills Bank/Nations Trust Bank as and when
necessary.
c) Notify the Merchant about the laws, by laws, regulation, guidelines, and directions that has been
imposed by the
Central Bank of Sri Lanka and whatsoever relevant information in relating to Justpay and other payment
options available time to time.
d) Reserve the right to issue instructions on the payment services from time to time with prior written
notice to the
Merchant.
e) Ensure, the best of its ability that the Merchant will not use the Justpay and other payment services
for any unlawful or illegal transaction or activity and shall always comply with all applicable laws and
any regulations, guidelines and directions issued by the Central Bank
f) Consider all the information of the customers are confidential by the Company and maintain the mina
secured manner and protect from unauthorized viewing or modification during transmission and
storage.
g) Not breach any of its obligations under this Agreement.
7.1 Onepay shall not be liable for any loss or damages, whether direct, incidental, special, or
consequential, (including but not limited to loss of income or profits), whether or not Onepay had
knowledge
or constructive knowledge that such damages might be incurred, unless such damage was caused by Onepay's
own
willful misconduct or gross negligence. Notwithstanding anything to the contrary Onepay's liability
under
this Agreement shall not exceed the value of transactions successfully completed through Onepay for the
month proceeding the month in which the loss or damage occurred.
7.2 Neither Party shall be liable for loss, damage, or delay caused by events which such Party cannot
control, including but not limited to acts of God, perils of the air, weather
conditions, mechanical delays, delays in information flows, acts of public enemies, war, strikes, civil
commotions, or acts or omissions of the government and/or public authorities with actual or apparent
authority, government regulations or epidemic/pandemic situations or any other reason beyond the
reasonable
control of the relevant
Party.
9.1 This Agreement shall be valid for a period of Three (03) Years from the effective date set out
herein
and shall thereafter be automatically renewed for successive periods of three (03) years unless either
Party
in writing informs the other Party
not less than ninety (90) days prior to the expiration of such ongoing term that the Party giving notice
has
no intention to renew this Agreement.
9.2 Either Party may terminate or suspend this Agreement if the other Party breaches any of the terms
herein
contained and the same is not cured within forty five (45) days of notice of the said breach by the
non-defaulting Party to the defaulting Party, unless such time period allowed for curing of the breach
is
further extended by mutual agreement.
9.3 Either Party may terminate this Agreement with Thirty (30) Days written notice to the other Party,
without assigning any reason therefore.
9.4 Either Party may immediately terminate or suspend this Agreement immediately in the event of any
violation of law or regulation by the other Party relating to financial transactions or payment systems
or
any other law or regulation relating to this Agreement or the operation hereunder.
9.5 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant or its employees carry out any unlawful or immoral business including but not limited to sales
and/or distribution of child pornography, prostitution and internet adult digital content and human
trafficking and exploitation or resorts to any unethical practices relating to its sales or otherwise,
or
Onepay has reasons to believe the Merchant or its employees may commit or have committed any of the
aforementioned acts.
9.6 Onepay shall be entitled to terminate this Agreement or suspend Services immediately in the event
the
Merchant declines to agree to any chargeback to any customer or a
reversal of a transaction where such customer makes a
justified request for same.
9.7 Effects of Termination / Suspension
Upon the termination or suspension of this Agreement for
any reason:
a) Such termination or suspension shall not affect any provision of this Agreement which is expressed to
survive
or operate in the event of termination of this Agreement and shall not prejudice or affect the rights of
either Party against the other in respect of any breach of this Agreement occurring prior to termination
or
in respect of any money payable by either Party to the other or in respect of any other rights accrued
in
each case in respect of any period prior to termination. In the event of the termination of this
agreement
resulting from a breach by Onepay, the Merchant shall not be required to make any payments accrued or
due in
future.;
b) Such termination or suspension shall not prejudice the benefits provided to customers by either Party
and
both Parties undertake to full fill their respective obligations under this Agreement towards any
customer
serviced prior to any termination/suspension;
c) Each Party shall with immediate effect or within a period
as notified by the other Party or otherwise in accordance
with the directions of such other Party return to the first Party all property of the other Party in its
possession or under its control including but without limitation all samples and any advertising,
promotional or sales material
relating to the other Party, applications, equipment then in the possession or under the control of the
relevantParty;
d) The Merchant shall no longer hold himself/itself out as an entity authorized by Onepay to transact
via
Onepay and shall cease to promote, market, advertise or operate Onepay or the Services;
e) All rights granted by Onepay to the Merchant to use the intellectual property pursuant to this
Agreement
shall automatically cease;
f) Any costs incurred by Onepay in complying with the provisions of this Agreement specifically at the
request of the Merchant shall be for the account of the Merchant;
g) The Merchant shall have no claim against Onepay for indemnification or compensation, whether for loss
of
income, loss of goodwill or otherwise, direct or indirect, upon the termination/suspension of this
Agreement
for any reason, unless such breach is by the Onepay;
h) The Parties shall settle all dues to each other within a period of forty five (45) days from the date
of
termination,
completion, or suspension of the Agreement.
10.1 Neither Party hereto shall be deemed to be in default of any provisions hereof for any delay,
failure
in performance or interruption of services resulting directly or indirectly from an act of God or
military
or governmental authority, acts of public enemy, civil disturbance, acts of war - whether declared or
not,
accident, re, explosion, earthquake, flood or any other natural disaster, Government regulation, any
epidemic/pandemic situation or any other event beyond the reasonable control of any Party (hereinafter
referred to as "Force Majeure Events"), provided the Party facing such Force Majeure Event shall within
Forty Eight (48) hours issue a notice in writing to the other Party (a "Force Majeure Notice") detailing
the
occurrence of such Force Majeure Event and its anticipated effect upon the performance of the Agreement.
As
appropriate the Force Majeure Notice shall also state any extension of time that is required by such
Party
and the details of any alternative method sought by such Party to fulfill its contractual obligations
under
the Agreement and
additional cost, if any, involved in such alternate method. The foregoing is subject to the Business
Continuity Plan of Onepay.
10.2 The Party receiving the Force Majeure Notice may, at its sole discretion agree with such extension
of
time, alternate method or agree to additional cost sought by the Party sending such Notice. If such
agreement is reached by
the Parties it shall amount to a modification or amendment to the Agreement.
10.31f the Force Majeure Event shall prevail for more than Thirty (30) Days, the Party receiving such
Force
Majeure Notice may immediately after the said Thirty (30) Days period, terminate this Agreement by
giving
the other Party notice in writing, notwithstanding any agreement reached by the Parties under Clause
10.2
above. Neither Party shall be liable to pay the other any damages upon such termination
11.1 Neither Party shall assign all or any part of this Agreement to any other party without prior written approval of the other Party, except that Onepay may assign this Agreement with notice to the Merchant, to anyentity within the Onepay group of companies whether in existence at the time of execution of this Agreement or in the future.
12.1 No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement and no grant of any extension of time by either Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in any way prejudice any right of either Party under the Agreement against the other Party. No waiver of any term or condition hereof by either Party shall be deemed a waiver of any other term or condition or a subsequent waiver of the same condition.
13.1 In the event any provisions of this Agreement including those relating to any limitation of liability or limitation on warranties are held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect only as far as the intended purpose of this Agreement is served.
14.1 This Agreement constitutes the complete agreement between the Parties hereto and supersedes all prior or contemporaneous agreements or representations written or oral concerning the subject matter of this Agreement. No other act, document, usage, or custom shall be deemed to amend or modify this Agreement. Any amendment made hereto shall be valid only if made in writing and signed by the Parties hereto or any such amendment is made by Onepay and notified in writing to the Merchant, or such amendment is posted on Onepay's website.
15.1 This Agreement shall be governed and construed in
accordance with the laws of Sri Lanka and the Courts of
Colombo shall have the exclusive jurisdiction to resolve any
issue.
15.2 Amendments to this agreement,
The Company shall reserve the right to amend this Agreement from time to time according to the
directives,
guidelines and regulations that may be issued by the legal and regulatory authorities including Central
Bank
of Sri Lanka. Such amendments shall become effective from the
date of notice of the same to the Merchant.
15.3 Additional Documents
a) The Company shall issue the following documents from time to time under this Agreement;
b) Additional Terms and Conditions;
c) The Company's Commission Structure;
d) Merchant category and Transaction Limits;
e) The other instructions and guidelines that may be issued by Cargills Bank, Nations Trust Bank, the
Central Bank ofSri Lanka and /or any other regulatory and government authority from time to time.
16.1 Any interpretation, dispute or difference whatsoever arising between the Parties relating to this Agreement or any provision thereof, shall be resolved by a competent court of law with competent jurisdiction.
17.1 Unless specified otherwise, any notice to be given by one Party to the other Party shall be given by
electronic mail, courier, or pre-paid registered post.
17.2 Notice shall be deemed to have been duly served upon and when received by the intended
recipient,
(a) If sent by electronic mail, when the read receipt confirmation is received from the recipient;
(b) If sent by pre-paid registered post, three (03) working days following the dispatch of the prepaid
letter;
(c) If sent by courier, one (01) working day following the dispatch of the letter. Any change of e-mail
of
either Party shall not be a reason to deem such Party as not receiving an email hereunder, unless due
notice
has been given by
that Party to the other Party of a new email.
17.3 Any notice or other communication to be given under this Agreement shall be in writing and shall be
considered sufficiently served if it is sent as follows:
To Onepay:
Name: Spemai (Pvt) Ltd
Email: info@onepay.lk
Address: 3rd Floor,292,Richmond House,Gamsabha Junction,High Level Road,Nugegoda. Postal Code 10250
18.1 The Parties shall keep confidential all information
including but not limited to all customer information, account details, customer payment mode details,
technical information, documentation, software, drawings, developments or improvements or processes,
design,
know-how and other unpublished information transmitted or made available directly or indirectly to them
by
the other Party regarding the subject matter hereof ('Confidential Information'). This Agreement is
confidential.
18.2 No disclosure of any such Confidential Information shall be made to third parties without the
written
consent of the other Party unless such information has already been published or has been in the
possession
of one Party other than through the other Party or a person deriving such
information, directly or indirectly from such other Party or unless such disclosure is a requirement
imposed
by a government agency or is otherwise required to be disclosed by operation of law.
18.3 The obligation imposed on each Party under this Clause 18 shall apply during the term of this
Agreement
and shall survive three years from the expiration or sooner
termination hereof.
18.4 Both Parties agree to use such Confidential Information only for matters described in this
Agreement.
18.5 Each Party shall obtain express written undertakings from any person to whom Confidential
Information
of the other Party is disclosed as stipulated in this Clause on a strictly need to know basis, that such
persons shall preserve/maintain confidentiality of the information notwithstanding termination or
expiration
of the term of employment, consultancy, advisory services or any other relationship with the Merchant
pursuant to which same was received.
19.1 The Merchant may advertise, promote, or publicize any matter related to Onepay as of this Agreement only with the prior approval of Onepay.
20.1 During the term of this Agreement, Onepay hereby grants to the Merchant, a revocable,
non-transferable,
non-exclusive license to use the trademarks and logos of Onepay for the sole purpose of marketing Onepay
in
terms of this Agreement.
20.2 The Parties shall use the said trademarks and logos of the other Party only in the exact form and
style
and type approved by such other Party and the usage shall be approved separately on each time a usage is
intended.
20.3 Either Party shall indemnify the other Party against any claims for the infringement of any third
party
intellectual property rights arising from the use of any of the other Party's trademarks or logos as
stipulated herein.
20.4 Nothing in this Agreement shall give either Party any rights, title and interest in respect of any
trade names, trademarks, service marks, logos or any other intellectual property right of or used by the
other Party ("Marks") or of the goodwill associated therewith, and each Party hereby acknowledges that,
except as expressly provided in this Agreement, it shall not acquire any rights in respect thereof and
that
all such right, title, interest and goodwill are, and shall remain, vested in the other Party at all
times.
The use of the Intellectual Property rights by one Party shall not in any way whatsoever dilute any
rights,
interest and title of the other Party.
20.5 Either Party shall not use in Sri Lanka any trademarks, service marks, logos or trade names so
resembling the Marks of the other Party as to be likely to cause confusion or deception.
21.1 Nothing in this Agreement shall be taken to create any joint venture, partnership, employment, agency or any other arrangement between the Parties other than that of independent contractors. Neither Party shall be or may hold himself/itself out to any third party as being the agent of the other.
22.1 The Parties hereto represent and warrant to each other that their authorized signatories are entitled to sign on their behalf and the rights and obligations of each of the Parties hereto shall be legally valid and binding and enforceable on them. The Parties hereby warrant that they have full capacity in law and otherwise to enter into this Agreement and to carry out obligations/services hereunder, and that there is nothing legally or otherwise prohibiting them from doing so
23.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way..
24.1. No other costs, payments and expenses shall be borne by Onepay unless specifically mentioned in this Agreement or mutually agreed in writing in advance.
25.1 All tax liabilities and obligations of each Party including any Withholding Tax arising in connection with the Services shall be the responsibility of the respective Party and neither Party shall be held responsible for tax liabilities arising due to any act or omission or fault by the other Party.
1. AUTHORIZATION
26.1 The company shall;
a) Obtain all necessary approvals from the relevant authorities/regulatory bodies to carry out
transactions
in terms of this Agreement.
b) Obtain Authorization and an Authorization Code from the respective Bank in respect of transactions on
behalf of
the Merchant.
c) Ensure that the authorization is obtained by the
Company on behalf of the Merchants under the relevant merchant industry category, which categorization
is
agreed between the Company Bank and the Merchantprior to the execution of these presence and such
categorization is more fully set out in Annexure 3.
d) Ensure that the Merchant only deliver the goods to the
Cardholder after obtaining Authorization and an
Authorization Code.
27.1 The Merchant will maintain evidence for each and
every transaction as records and provide them promptly at the request of the Company (and whether or not
the
same is disputed by the Cardholder). The Merchant shall ensure to produce the evidence to the Company at
the
satisfactory level as to why the Cardholder's Card account should be debited with any transaction amount
and
(but without prejudice to the foregoing) will retain all documents and records relating to each
transaction
(including without limitation a copy of the record referred to in Clause 27.3) for a period of not less
than
one year thereafter and produce the same to the Company on request. Such documents and records shall
contain
the following
information for each transaction (to the extent that such
information is obtained by the Merchant in connection with the Transaction):
a) Transaction date
b) Transaction amount
c) Transaction currency
d) Authorization code
e) The Cardholder's name
f) The Cardholder's URL (Uniform Resource Locator) or on- line address
g) Description of goods supplied
27.2 The Merchant shall provide such reasonable assistance for the prevention and detection of fraud in
respect of any transaction as the Company may from time to time request.
27.3 In respect of any transaction, the Merchant shall provide to the Card holder a record of the
transaction (by electronic means, surface mail or other methods acceptable to the Company) and such
record
shall include the below as applicable:
a) The Merchants 'URL or on-line address;
b) A list of any restrictions on returns or refunds;
c) A description of goods supplied;
d) The name of the Merchant and, if the supplier of goods
is not the Merchant, the name of the supplier;
e) The transaction amount and currency;
f) The Authorization Code and the date of obtaining the
same;
g) The Merchants 'delivery policy and any related restrictions;
Provided that, if such record is sent by electronic means, it must not contain Card and/or account data.
In addition to any illegal business according to the laws and regulations governing the Merchant, the
following are designated as prohibited business;
a) Grabbling (including casino chips, gambling services, internet casino site and bingo)
b) Prostitution and internet adult digital contents.
Accordingly, the Merchant shall not engage in any prohibited industries.
The Merchant shall inform the Company in writing of the occurrence of the following events Thirty (30)
days
prior to its effective date.
a) Any closure of or change in location of the Merchant's office or the shop.
b) Cessation of business.
c) Any change in the nature of the business carries out by the Merchant.
d) Any material change in the management of the Merchant.
e) Any change in the Merchant's legal status (such as from a sole proprietorship to a partnership or a
limited liability
Company or vice versa.
f) Any change in Merchant's URL or on-line address (where applicable).
g) Any change in the Directors'/ Partners', Proprietor of
the Merchant
h) Any change in any other material particulars relating to the Merchant already supplied to the Company
in
connection with this Agreement at any time.
Please note that subscription fees and setup fees are non-refundable once the payment has been made. Merchants are required to review and fully understand the terms and conditions before signing the agreement.
We hereby accept the terms and conditions contained herein and, in confirmation of our acceptance, we do hereby place our signature electronically. Furthermore, we acknowledge that the electronic signature appearing on this document holds the same validity, enforceability, and admissibility as a handwritten signature under Sri Lankan Law.
Please refer to the Annexure 1
Accepting payments in foreign currencies will incur a 1.5% additional fee above the standard Payment Processing Fee of your active plan. Amount will be converted to LKR at bank exchange rate & settled in LKR.
Please refer to Annexure 5
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date and agree
to be
legally bound by all terms and conditions contained herein.
Annexure 1
Annexure 2 Setup fee would be LKR 1,500 Please select preferred IPG Plan. Tariff Details- Onepay Payment Gateway
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Annexure 3 MERCHANT INDUSTRY CATOGORISATION
.......................................... Merchant Signature |