Onepay Merchant Agreement

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:

DEFINITIONS

In this Agreement, unless expressly stated otherwise, the following expressions shall have the meanings set out below:

APPOINTMENT AND SCOPEOF AGREEMENT

1.0 SCOPE OF THE AGREEMENT

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.

2.0 WARRANTIES AND REPRESENTATIONS

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.

3.0 CHARGES / PAYMENT PROCESS

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.

4.0 TRANSACTIONS

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.

5.0 RETURNED ITEMS/CHARGEBACKS

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.

6.0 OBLIGATIONS OF THE MERCHANT/COMPANY

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.

7.0 LIMITATION OF LIABILITY

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.

8.0 INDEMNITY

9.0 TERM AND TERMINATION/SUSPENSION

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.

10.0 FORCE MAJEURE

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

11.0 ASSIGNMENT

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.

12.0 WAIVER

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.

13.0 SEVERABILITY

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.

14.0 ENTIRE AGREEMENT

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.

15.0 APPLICABLE LAW

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.

16.0 SETTLEMENT OF DISPUTES

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.

17.0 NOTICE

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

18.0 CONFIDENTIALITY

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.

19.0 PUBLICITY

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.

20.0 INTELLECTUAL PROPERTY

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.

21.0 RELATIONSHIP OF PARTIES

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.

22.0 WARRANTY OF AUTHORITY

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

23.0 HEADINGS

23.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way..

24.0 COST AND TAXES

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.

27.0 EVIDENCE AND TRANSACTION RECORDS

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.

28.0 PROHIBITED INDUSTRY

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.

29.0 CHANGE IN PARTICULARS OF THE MERCHANT

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: System Compatibility & Technical Specifications

Annexure 2: Tariff Details — OnePay Payment Gateway

Setup Fee: LKR 1,500 (one-time onboarding and gateway activation fee)

Please select your preferred active IPG Plan:

Annexure 3: Merchant Industry Categorization

Annexure 4: Settlement Charges

Annexure 5: Additional Value Added Services & Foreign Currency Fees

Execution & Merchant Acceptance

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives.

Onepay Merchant Agreement

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:

DEFINITIONS

In this Agreement, unless expressly stated otherwise, the following expressions shall have the meanings set out below:

APPOINTMENT AND SCOPEOF AGREEMENT

1.0 SCOPE OF THE AGREEMENT

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.

2.0 WARRANTIES AND REPRESENTATIONS

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.

3.0 CHARGES / PAYMENT PROCESS

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.

4.0 TRANSACTIONS

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.

5.0 RETURNED ITEMS/CHARGEBACKS

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.

6.0 OBLIGATIONS OF THE MERCHANT/COMPANY

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.

7.0 LIMITATION OF LIABILITY

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.

8.0 INDEMNITY

9.0 TERM AND TERMINATION/SUSPENSION

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.

10.0 FORCE MAJEURE

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

11.0 ASSIGNMENT

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.

12.0 WAIVER

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.

13.0 SEVERABILITY

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.

14.0 ENTIRE AGREEMENT

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.

15.0 APPLICABLE LAW

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.

16.0 SETTLEMENT OF DISPUTES

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.

17.0 NOTICE

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

18.0 CONFIDENTIALITY

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.

19.0 PUBLICITY

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.

20.0 INTELLECTUAL PROPERTY

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.

21.0 RELATIONSHIP OF PARTIES

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.

22.0 WARRANTY OF AUTHORITY

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

23.0 HEADINGS

23.1 Headings used in this Agreement are for reference only and shall not affect the interpretation of this Agreement in any way..

24.0 COST AND TAXES

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.

27.0 EVIDENCE AND TRANSACTION RECORDS

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.

28.0 PROHIBITED INDUSTRY

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.

29.0 CHANGE IN PARTICULARS OF THE MERCHANT

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: System Compatibility & Technical Specifications

Annexure 2: Tariff Details — OnePay Payment Gateway

Setup Fee: LKR 1,500 (one-time onboarding and gateway activation fee)

Please select your preferred active IPG Plan:

Annexure 3: Merchant Industry Categorization

Annexure 4: Settlement Charges

Annexure 5: Additional Value Added Services & Foreign Currency Fees

Execution & Merchant Acceptance

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives.

ONEPAY

a product of Spemai Pvt Ltd

MERCHANT AGREEMENT

(OnePay Tap — POS Terminal Solution, Sub-Merchant)

1. Parties and Recitals

This Merchant Agreement (“Agreement”) is made on this [   ] day of [   ], 20[   ], at Colombo, Sri Lanka,

BY AND BETWEEN

SPEMAI (PRIVATE) LIMITED, trading as “OnePay”, a company duly incorporated under the Companies Act No. 07 of 2007 of Sri Lanka, bearing Company Registration No. [   ], having its registered office at [   ] (hereinafter “OnePay”, which term shall include its successors and permitted assigns), of the ONE PART,

AND

[MERCHANT LEGAL NAME], a [company / partnership / sole proprietorship] [duly incorporated under the laws of Sri Lanka bearing registration No. [   ]], having its registered/business address at [   ] and trading as “[Trading Name]” (hereinafter the “Merchant”, which term shall include its successors, heirs, executors, and permitted assigns), of the OTHER PART,

(OnePay and the Merchant hereinafter collectively the “Parties” and each a “Party”).

WHEREAS:

1. (a)
   OnePay operates a payment aggregation platform under master merchant agreements with one or more Acquiring Banks, enabling Sub-Merchants to accept Card and QR payments in person through OnePay Tap, OnePay's POS terminal solution;
2. (b)
   OnePay separately operates OnePay IPG, an Internet Payment Gateway solution for online payment acceptance, which is not the subject of this Agreement; a Merchant wishing to accept payments online through OnePay IPG must enter into a separate OnePay IPG Merchant Agreement with OnePay;
3. (c)
   The Merchant wishes to accept in-person payments through OnePay Tap, and has applied for onboarding by submitting the Merchant Application Form and supporting KYC documentation referenced in Schedule 1;
4. (d)
   OnePay's ability to provide the Service to the Merchant is at all times conditional upon the Merchant's approval by, and continued good standing with, the relevant Acquiring Bank, and this Agreement is drafted to reflect the corresponding obligations OnePay owes to its Acquiring Banks under its own aggregator agreements.

NOW THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:

2. Definitions and Interpretation

In this Agreement, unless the context otherwise requires, the following expressions shall have the meanings set out below. Words importing the singular include the plural and vice versa.

1. 2.1
   A “Working Day” or “Business Day” means any day (other than a Saturday, Sunday, or public holiday) on which banks are generally open for business in Sri Lanka.
2. 2.2
   This Agreement, its Schedules, the Merchant Application Form, and OnePay's published policies referenced herein (Terms of Service, Privacy Policy, Refund Policy, and the POS best-practice and MCC validation guidance referenced in Clauses 5 and 13) form a single, integrated agreement between the Parties.
3. 2.3
   Where the Merchant separately holds an OnePay IPG Merchant Agreement, that agreement is a distinct contract governing OnePay IPG, and nothing in this Agreement varies its terms, save that Clause 10.3 (Chargebacks) of this Agreement expressly addresses the interaction between the two arrangements for chargeback-recovery purposes.

3. Nature of the Arrangement

1. 3.1
   OnePay acts as a Payment Aggregator, providing the Merchant with access to in-person Card and QR payment acceptance through OnePay Tap, under OnePay's master merchant relationship with the relevant Acquiring Bank. The Merchant is a Sub-Merchant of OnePay for this purpose and has no direct contractual relationship with the Acquiring Bank.
2. 3.2
   The Merchant's onboarding, and its continued right to use the Service, is subject to approval by, and at all times conditional upon acceptance by, the relevant Acquiring Bank. OnePay may decline to onboard, or may suspend or withdraw the Service from, any Merchant that the Acquiring Bank does not approve or subsequently disapproves, in accordance with Clause 21.
3. 3.2A
   Notwithstanding any other provision of this Agreement, no Merchant shall be activated, enabled to process Transactions, or permitted to accept payments through the Service unless and until the Merchant has been reviewed and approved by the relevant Acquiring Bank in accordance with the Acquiring Bank's policies, procedures, and risk acceptance criteria.
4. 3.2B
   The Acquiring Bank shall have the right, at its sole and absolute discretion and at any time, to reject, suspend, restrict, require enhanced due diligence on, or direct the removal or termination of any Merchant from the Service. Upon receipt of such direction from the Acquiring Bank, OnePay shall immediately suspend or terminate the Merchant's access to the Service and shall comply with all instructions issued by the Acquiring Bank in relation to that Merchant.
5. 3.3
   All OnePay Tap devices or QR acceptance methods provided to the Merchant under OnePay Tap, whether supplied by OnePay directly or through a third-party vendor, are subject to certification and approval requirements imposed by the Acquiring Bank, and remain the property of OnePay and/or the Acquiring Bank as applicable, as set out in Clause 6.
6. 3.4
   This Agreement, and OnePay's initial approval of the Merchant, may be subject to a probationary or review period of up to twelve (12) months from the Effective Date, consistent with review requirements OnePay itself is subject to under its aggregator agreements with Acquiring Banks. This does not affect the Merchant's right to receive settlement for Transactions properly processed during that period.

4. Obligations of OnePay

Throughout the Term, OnePay shall:

1. (a)
   Provide the Merchant with access to OnePay Tap in accordance with this Agreement, subject to Acquiring Bank approval and POS certification requirements;
2. (b)
   Process Transactions submitted by the Merchant through OnePay Tap in good faith and forward them to the relevant Acquiring Bank for authorization and settlement;
3. (c)
   Remit net settlement proceeds (gross Transaction value less MDR and any other amount properly deductible under this Agreement) to the Merchant's Settlement Account within the settlement cycle set out in Schedule 2, on a force settlement basis as described in Clause 8A, subject to funds actually being received by OnePay from the Acquiring Bank;
4. (d)
   Provide the Merchant with a dashboard or reporting facility to view Transaction history, settlement status, and reconciliation data relevant to its own account;
5. (e)
   Provide reasonable first-line support for Transaction queries, technical issues with the Service, and dispute triage, escalating to the Acquiring Bank where required;
6. (f)
   Notify the Merchant of any material change to MDR, settlement cycle, transaction limits, or this Agreement, in accordance with Clause 16;
7. (g)
   Maintain the confidentiality of Merchant business and transaction information in accordance with Clause 12, and comply with PDPA obligations in respect of Merchant and Cardholder personal data as set out in Clause 9.

5. Obligations of the Merchant

Throughout the Term, the Merchant shall:

1. (a)
   Provide complete, accurate, and current KYC information and supporting documents (business registration, NIC/passport of proprietors, partners or directors, bank account details, and sector-specific licenses where applicable) at onboarding and promptly notify OnePay in writing of any change to such information, including changes of address, ownership, business activity, or cessation of business;
2. (b)
   Maintain a bank account with a licensed commercial or specialized bank in Sri Lanka in the Merchant's own registered business name for receipt of settlements;
3. (c)
   Honour every valid, unexpired Card or QR payment properly presented by a Cardholder for a genuine transaction, and not discriminate against or discourage use of any card brand or QR scheme supported by the Service in favour of another;
4. (d)
   Not require any Cardholder to pay a surcharge, or to bear any part of the MDR, or any contemporaneous finance charge, in connection with a Transaction, except where OnePay has expressly authorized a convenience fee for a specified category of payment (e.g., utility or institutional billing) and such fee is transparently disclosed to the Cardholder before payment;
5. (e)
   Not accept payment for goods or services other than through the Service where the parties have agreed the Service is the exclusive payment channel for a transaction type, and not process a Transaction where the underlying goods or services have not been, or will not be, genuinely supplied;
6. (f)
   Not split a single sale into multiple, smaller Transactions (“bill splitting”) to circumvent authorization limits, MDR tiers, or minimum/maximum ticket-size rules, save where a genuine instalment or part-payment arrangement has been separately agreed with OnePay; the Merchant acknowledges that bill splitting is treated by card schemes and OnePay as a high chargeback-risk practice and that OnePay's best-practice guidance on this and related POS handling matters is available at doc.onepay.lk/POSpractices, which the Merchant shall follow;
7. (g)
   Verify Cardholder identity in accordance with the operating procedures notified by OnePay from time to time (e.g., signature verification, OTP, or card-present checks), and retain transaction records for the period specified in Clause 9;
8. (h)
   Ensure that any of its staff, contractors, or agents using the Service are bound by confidentiality and data-handling obligations no less protective than those in this Agreement;
9. (i)
   Use the Service strictly for its own bona fide business operations, and not resell, sub-license, or make the Service available to any third party;
10. (j)
    Accept Transactions only at the business location(s) declared to OnePay at onboarding, and comply with the location-monitoring obligations in Clause 8A;
11. (k)
    Cooperate fully and promptly with OnePay and, where required, the Acquiring Bank, in any investigation, audit, or dispute relating to Transactions processed through the Merchant's account, including the periodic review process described in Clause 8B, and in any review, request, or direction issued by the Acquiring Bank under Clauses 3.2A and 3.2B.

6. OnePay Tap — Devices, Equipment, and Device Repurchase

1. 6.1
   Where OnePay or the Acquiring Bank supplies an OnePay Tap device or other equipment to the Merchant on a rental basis, such equipment remains the property of OnePay and/or the Acquiring Bank (as applicable) at all times, and shall be returned in good condition (fair wear and tear excepted) upon termination of this Agreement or upon demand.
2. 6.2
   The Merchant shall keep the equipment safe, operate it only in accordance with instructions issued by OnePay, not tamper with, alter, repair, or attempt to restore the OnePay Tap device to a different condition, and not permit any third party to service the equipment, in each case without OnePay's prior written consent, and shall bear the cost of repair or replacement where damage results from the Merchant's negligence or misuse.
3. 6.3
   The Merchant shall not sell, rent, lend, sub-let, or otherwise transfer possession or use of any OnePay Tap device to any other person under any circumstances, whether or not for consideration. Any breach of this Clause 6.3 entitles OnePay to terminate this Agreement with immediate effect under Clause 21.
4. 6.4
   Device Repurchase Scheme (OnePay Tap Premium Bundle Only)

   1. (a)
      The device repurchase scheme described in this Clause 6.4 applies only to a Merchant onboarded on the OnePay Tap Premium Bundle, as identified in Schedule 1. It does not apply to any other OnePay Tap package, tier, or rental arrangement. Full terms and conditions of the repurchase scheme, including eligibility, pricing, and the condition-assessment standard, are published at doc.onepay.lk/repurchasepos, which the Merchant shall review and which is incorporated into this Agreement by reference.
   2. (b)
      Subject to the Merchant being on the OnePay Tap Premium Bundle and to the terms at doc.onepay.lk/repurchasepos, OnePay agrees to repurchase the Merchant's OnePay Tap device where:

      1. (i)
         this Agreement is terminated by either Party for any reason; or
      2. (ii)
         the Merchant ceases business, is wound up, or becomes insolvent or bankrupt.
   3. (c)
      Every OnePay Tap device supplied under the Premium Bundle carries a three (3) year warranty from the date of purchase. The Merchant may check the remaining warranty period for a specific device at https://agreement.onepay.lk using the device's serial number. The repurchase price is calculated in accordance with the formula and conditions set out at doc.onepay.lk/repurchasepos, and is subject to downward adjustment by OnePay based on the device's physical and functional condition at the time of return, assessed against the standard published on that page.
   4. (d)
      A device that is broken, has been opened, repaired, or altered other than by an OnePay-authorized technician (in breach of Clause 6.2), or is returned in a materially dirty, damaged, or non-functional condition, is not eligible for repurchase under this Clause 6.4, and OnePay may decline to repurchase such a device without liability to the Merchant, consistent with the published terms at doc.onepay.lk/repurchasepos.
   5. (e)
      This device repurchase scheme applies only to a purchased OnePay Tap device under the Premium Bundle. Devices supplied under any other package or on a rental basis are returned (not repurchased) in accordance with Clause 6.1, and any applicable return or replacement-cost provisions under the OnePay Tap Rental Agreement executed by the Merchant, where applicable.
5. 6.5
   The Merchant shall ensure it has suitable power, internet/data connectivity, and a secure physical location for the equipment, and shall promptly report any fault, suspected tampering, or security concern to OnePay.
6. 6.6
   OnePay may charge the Merchant a rental, set-up, or minimum-usage shortfall fee for equipment, as set out in Schedule 2, consistent with fees OnePay itself may be charged by the Acquiring Bank for the same equipment.

7. OnePay IPG (Not Covered by This Agreement)

1. 7.1
   OnePay IPG, OnePay's online payment gateway solution, is not covered by this Agreement. A Merchant that also wants to accept payments online through OnePay IPG must enter into a separate OnePay IPG Merchant Agreement with OnePay, which will contain its own integration, security, and settlement terms specific to that product.
2. 7.2
   This Clause 7 exists to record that omission expressly, rather than leave OnePay IPG unaddressed; save for Clause 10.3 (cross-arrangement chargeback recovery), no right or obligation in this Agreement extends to OnePay IPG or to any Transaction processed through it.

8. Transaction Handling and Settlement

1. 8.1
   The Merchant shall settle (batch/close) Transactions on a daily basis where using OnePay Tap, and submit Transaction data through the Service in the form and manner notified by OnePay.
2. 8.2
   OnePay shall remit net settlement proceeds to the Merchant's Settlement Account within the cycle set out in Schedule 2, provided that OnePay's obligation to settle the Merchant is at all times conditional upon and limited to funds actually received by OnePay from the Acquiring Bank in respect of that Transaction.
3. 8.3
   Where the Acquiring Bank delays, withholds, or reverses settlement to OnePay in respect of a Transaction (including under the Acquiring Bank's set-off, chargeback, or fraud-investigation rights), OnePay may correspondingly delay, withhold, deduct, or reverse the equivalent amount from the Merchant, and shall notify the Merchant of the reason where it is able to do so.
4. 8.4
   The Merchant shall not receive any cash payment from a Cardholder in respect of a Transaction already processed or to be processed through the Service.

8A. Force Settlement

1. 8A.1
   Save as expressly permitted under Clause 8.3, Clause 10 (Chargebacks), Clause 11 (Reserve and Set-Off), Clause 8A.2, or Clause 8B (Location and Business Review), OnePay shall settle the Merchant on a force settlement basis — meaning OnePay will not hold, delay, or carry forward any settlement that is otherwise due, where no chargeback, dispute, suspicious activity, or breach of this Agreement is outstanding in respect of the relevant Transaction(s).
2. 8A.2
   For clarity, force settlement under Clause 8A.1 does not override, and remains subject to, OnePay's rights to withhold or hold funds under Clause 10.5 (chargeback rate threshold breach), Clause 11 (reserve/set-off), Clause 8B.3 (unverified location change), and any direction of the Acquiring Bank under Clause 3.2B, each of which is a permitted exception to force settlement and not a breach of it.

8B. Business Location and Periodic Review

1. 8B.1
   The Merchant shall accept Transactions only at the business location(s) declared in Schedule 1, and shall notify OnePay in writing not less than seven (7) days before relocating its business, opening an additional location, or accepting Transactions from a location materially different from the declared location(s), save in a genuine emergency, in which case notice shall be given as soon as reasonably practicable.
2. 8B.2
   OnePay may, from time to time, verify the Merchant's business location(s) and the manner in which Transactions are being accepted, whether through site visits, remote verification, transaction-geolocation data, or otherwise.
3. 8B.3
   Where OnePay identifies Transactions being accepted from a location inconsistent with Schedule 1 and has not received prior notice under Clause 8B.1, OnePay may hold settlement of the affected Transactions until the Merchant has provided evidence reasonably satisfactory to OnePay confirming the legitimacy of the location and the underlying Transactions.
4. 8B.4
   OnePay shall conduct periodic review of the Merchant's business on an ongoing basis, which may include: re-verification of KYC documentation; facial recognition or other identity-verification checks (where applicable and consented to by the Merchant's representatives); confirmation of business location; and any other verification method requested by a card scheme, the Acquiring Bank, or a regulator. The Merchant shall cooperate with such review within the timeframe reasonably specified by OnePay.

9. Records, Data Protection, and PCI DSS

1. 9.1
   The Merchant shall retain true and complete records of every Transaction (including the signed sales slip, receipt, or equivalent proof of delivery of goods/services) for a minimum of one (1) year, or such longer period as OnePay or the Acquiring Bank may require to meet card scheme or regulatory retention rules, and shall produce such records to OnePay promptly upon request.
2. 9.2
   The Merchant shall not store, process, or retain Sensitive Authentication Data (including CVV/CVC, PIN, or full card numbers) under any circumstances. Any card data the Merchant handles in the course of business must be limited to what is displayed on a terminal receipt, and must be handled in a manner consistent with PCI DSS.
3. 9.3
   The Merchant shall process any personal data of its customers (including Cardholder data it independently collects, such as delivery details) in compliance with the Personal Data Protection Act, No. 9 of 2022, shall not share such data with third parties for marketing without consent, and shall notify OnePay in writing within twenty-four (24) hours of becoming aware of any data breach affecting Transaction Data or customer personal data connected to its use of the Service.
4. 9.4
   OnePay may, itself or through the Acquiring Bank or a third party it commissions, audit or inspect the Merchant's premises, systems, and records relevant to its use of the Service, with reasonable prior notice, save that no notice is required where OnePay or the Acquiring Bank reasonably suspects fraud, a security incident, or a breach of this Agreement.

10A. Merchant Discount Rate and Fees

1. 10A.1
   The Merchant shall pay OnePay the MDR and other fees set out in Schedule 2, which shall be deducted automatically from settlement proceeds.
2. 10A.2
   OnePay may revise the MDR or other fees upon not less than thirty (30) days' prior written notice, save where a revision is a direct pass-through of a fee increase imposed on OnePay by the Acquiring Bank, card scheme, or a regulator, in which case OnePay shall give the Merchant as much notice as is reasonably practicable in the circumstances.
3. 10A.3
   Where the Merchant's minimum monthly transaction volume (if specified in Schedule 2) is not met, OnePay may charge the shortfall fee set out in Schedule 2.

10. Refunds, Disputes, and Chargebacks

1. 10.1
   Where goods are not received, services are not performed, or a price is lawfully disputed by a Cardholder, the Merchant shall not make a cash refund but shall process the refund back to the original card or QR payment method through the Service, in accordance with OnePay's refund procedure.
2. 10.2
   The Merchant is immediately and unconditionally responsible to OnePay for the full value of any Transaction that is the subject of a chargeback, reversal, or dispute raised by a Cardholder, card scheme, or the Acquiring Bank, regardless of the reason or timing of the chargeback, save where the chargeback arises solely from OnePay's or the Acquiring Bank's proven system error. OnePay may debit the Merchant's Settlement Account, or deduct from future settlements, the full value of any such chargeback together with any associated card scheme fee.
3. 10.3
   Where the Merchant also holds a separate OnePay IPG Merchant Agreement with OnePay, OnePay may recover a chargeback due under Clause 10.2, or an equivalent chargeback due under that separate OnePay IPG Merchant Agreement, from settlement proceeds due under either agreement, irrespective of whether the underlying Transaction was processed through OnePay Tap or OnePay IPG. OnePay shall notify the Merchant by email of the Transaction giving rise to the chargeback, which arrangement (OnePay Tap or OnePay IPG) it was processed through, which arrangement the recovery was made from, the amount recovered, and the reason for the chargeback.
4. 10.4
   The Merchant shall respond to any chargeback or dispute inquiry raised by OnePay with supporting evidence (proof of delivery, signed slip, correspondence with the customer, etc.) within the timeframe notified by OnePay, being not less than three (3) Working Days, failing which OnePay or the Acquiring Bank may resolve the matter in the Cardholder's favour without further recourse to the Merchant.
5. 10.5
   Chargeback and Dispute Rate Threshold

   1. (a)
      The Merchant shall maintain a Chargeback Rate of no more than 0.4%, calculated monthly as: (Number of chargebacks ÷ Number of Transactions) × 100, based on Transactions processed through OnePay Tap under this Agreement. Where the Merchant also holds a separate OnePay IPG Merchant Agreement, that agreement's own chargeback rate (if any) is assessed separately under its own terms, without prejudice to OnePay's fund-recovery rights under Clause 10.3.
   2. (b)
      Where the chargebacks raised against the Merchant by the relevant card scheme(s) in a calendar month exceed a Chargeback Rate of 0.4%, OnePay may terminate this Agreement with immediate effect under Clause 21.
   3. (c)
      Upon such termination, OnePay may hold all pending payouts and settlement proceeds otherwise due to the Merchant for a period of one hundred and eighty (180) days from the date of termination, to allow for the identification and recovery of any further potential chargebacks arising from Transactions processed prior to termination, after which any remaining balance (net of chargebacks, fees, and amounts properly deducted under this Agreement) shall be released to the Merchant.
   4. (d)
      OnePay shall notify the Merchant by email where the Merchant's Chargeback Rate approaches or exceeds the 0.4% threshold, and may, at its discretion and before termination, require the Merchant to implement remedial measures (which may include additional reserves under Clause 11, enhanced verification procedures, or a reduction in permitted transaction value) as an alternative to immediate termination.
6. 10.6
   Disputes between the Merchant and its own customer regarding the underlying goods or services (as distinct from the payment mechanism) shall be resolved by the Merchant directly, without recourse to OnePay or the Acquiring Bank, save that OnePay may require evidence of resolution before releasing a disputed amount.

11. Reserve, Set-Off, and Security

1. 11.1
   OnePay may require the Merchant to maintain a rolling reserve, security deposit, or holdback of settlement proceeds, calculated as a percentage of transaction volume or a fixed sum, where OnePay reasonably assesses the Merchant to present an elevated risk of chargebacks, refunds, or fraud (including new merchants, high-ticket-size merchants, merchants approaching the Chargeback Rate threshold in Clause 10.5, or merchants in a sector with elevated dispute rates), such reserve to be disclosed to the Merchant in writing and released within a reasonable period after the risk has subsided.
2. 11.2
   OnePay shall be entitled to set off and deduct from any amount due to the Merchant:

   1. (a)
      chargebacks, refunds, and reversals under Clause 10;
   2. (b)
      any overpayment made in error;
   3. (c)
      fees properly due under Clause 10A; and
   4. (d)
      any amount OnePay is required to withhold or has had withheld against it by the Acquiring Bank in connection with the Merchant's Transactions.

12. Confidentiality

1. 12.1
   Each Party shall keep confidential all non-public information disclosed by the other Party in connection with this Agreement, including Transaction Data, business terms, and pricing, and shall not disclose it to any third party without the other Party's prior written consent, save where disclosure is required by law, regulation, court order, or to the Acquiring Bank, card scheme, or a regulator in connection with the Service.
2. 12.2
   These confidentiality obligations survive termination or expiry of this Agreement.

13. Acceptable Use and Prohibited Business

1. 13.1
   The Merchant warrants that its business, and every Transaction submitted through the Service, complies with Applicable Law and does not fall within Schedule 3 (Prohibited Business List) or any equivalent list notified by OnePay or an Acquiring Bank from time to time.
2. 13.2
   OnePay may, without liability to the Merchant, refuse, suspend, or decline to process any Transaction, or suspend or terminate the Service to the Merchant, where OnePay or the Acquiring Bank reasonably suspects unauthorized, fraudulent, or prohibited use, and may share relevant information with financial institutions, regulators, or law enforcement consistent with its legal obligations.
3. 13.3
   The Merchant shall not use the Service to process a Transaction for any purpose other than a genuine sale of goods or services at fair value, and shall not use the Service to provide cash advances, refinance existing debt, or launder funds.
4. 13.4
   The Merchant Category Code (MCC) assigned to the Merchant at onboarding must accurately reflect the Merchant's actual business activity at all times. MCC validation is treated as a critical compliance matter by card schemes and OnePay; guidance is available at doc.onepay.lk/MCC. Where the Merchant's actual business activity does not match its registered MCC, or where the Merchant processes Transactions outside the scope of its declared MCC, OnePay shall take necessary steps, which may include suspension of the Service and termination of this Agreement under Clause 21.

14. Use of Marks and Promotional Material

1. 14.1
   The Merchant authorizes OnePay to include the Merchant's name and trading details in any directory, merchant list, or promotional material produced in connection with the Service, and to disclose account and Transaction information to the Acquiring Bank, card schemes, and relevant regulators as required to operate the Service.
2. 14.2
   The Merchant shall display OnePay's and the relevant card scheme's/QR scheme's marks at its point of sale to inform customers that payment is accepted, and shall cease such display upon termination of this Agreement.
3. 14.3
   Neither Party shall use the other's name, logo, or trademarks in external marketing beyond what is reasonably necessary to indicate the payment relationship, without the other's prior written consent.

15. Regulatory Compliance

The Merchant shall comply with all Applicable Law relevant to its acceptance of electronic payments, including without limitation: the Payment and Settlement Systems Act, No. 28 of 2005; the Personal Data Protection Act, No. 9 of 2022; Anti-Money Laundering and Counter-Terrorism Financing laws and regulations applicable in Sri Lanka; Central Bank of Sri Lanka directions applicable to merchants accepting card and QR payments; and the rules of the relevant card schemes (Mastercard, Visa, UnionPay, JCB) and QR schemes (LankaQR and others) as notified by OnePay from time to time.

15A. Card Scheme Scope and American Express

1. 15A.1
   OnePay's responsibility under this Agreement is limited to processing and settlement of Supported Payment Methods — being Mastercard, Visa, UnionPay, and JCB card transactions, and QR transactions — through OnePay's supported payment channels. OnePay is responsible only for the settlement and operation of Transactions made using Supported Payment Methods.
2. 15A.2
   American Express (“Amex”) transactions, where accepted by the Merchant, are processed and settled directly by Nations Trust Bank PLC (“NTB”) under a separate arrangement between the Merchant and NTB, and OnePay is not involved in, and bears no responsibility for, the processing, settlement, dispute resolution, or any other aspect of Amex transactions. The Merchant shall look solely to NTB for the resolution of any matter relating to Amex transactions.
3. 15A.3
   Where this Agreement is terminated by OnePay in respect of Supported Payment Methods (Mastercard, Visa, UnionPay, or JCB) for any reason under Clause 21, the Merchant's ability to accept Amex transactions through the same OnePay Tap device shall automatically terminate at the same time, given the shared infrastructure; the Merchant shall separately address the status of its Amex arrangement directly with NTB. This Clause 15A.3 does not affect any separate OnePay IPG Merchant Agreement the Merchant may hold, which terminates (if at all) only on its own terms.

16. Variation

1. 16.1
   OnePay may vary the terms of this Agreement, including Schedule 2 (fees) and Schedule 3 (prohibited business list), where required by a change in Applicable Law, card scheme rules, a requirement imposed by an Acquiring Bank, or a change in OnePay's relevant stakeholder or policy arrangements, upon giving the Merchant reasonable prior written notice. Continued use of the Service after such notice constitutes acceptance of the variation.
2. 16.2
   Notice of any variation under Clause 16.1 shall be given by email to the business owner's registered email address and to all registered users of the Merchant's OnePay account profile, and, where practicable, by notice on the OnePay dashboard.
3. 16.3
   Save as set out in Clause 16.1, no variation of this Agreement shall be effective unless made in writing and agreed by both Parties.
4. 16.4
   OnePay shall notify the Merchant in writing of any change to registered business details, ownership, or cessation of business that the Merchant is required to report under Clause 5, and the Merchant shall provide such notice not less than thirty (30) Working Days before the effective date of the change, consistent with the notice period OnePay itself must give its Acquiring Banks.

17. Indemnity and Limitation of Liability

1. 17.1
   The Merchant shall indemnify and hold harmless OnePay, the Acquiring Bank, and their respective officers, employees, and agents against all claims, losses, damages, liabilities, penalties, fines, chargebacks, and reasonable legal costs arising out of or in connection with:

   1. (a)
      any breach by the Merchant of this Agreement;
   2. (b)
      any misrepresentation, negligence, or wilful misconduct by the Merchant or its staff or agents;
   3. (c)
      any dispute between the Merchant and a Cardholder regarding goods or services supplied; and
   4. (d)
      any data breach or security incident attributable to the Merchant's own systems, premises, or personnel.
2. 17.2
   OnePay's liability to the Merchant under or in connection with this Agreement shall not exceed, in aggregate, the total MDR and fees actually retained by OnePay from the Merchant's Transactions in the three (3) months preceding the event giving rise to the claim, save in respect of OnePay's fraud, wilful misconduct, or breach of Clause 12 (Confidentiality).
3. 17.3
   Neither Party shall be liable to the other for indirect, incidental, special, or consequential loss (including loss of profit or business opportunity), except in respect of a Party's fraud, wilful misconduct, or breach of confidentiality obligations.
4. 17.4
   OnePay shall not be liable for any delay, failure, or error in a Transaction to the extent caused by the Acquiring Bank, a card scheme, NTB (in respect of Amex transactions), a telecommunications or internet service provider, or any other third party outside OnePay's reasonable control, save that OnePay shall use reasonable efforts to assist the Merchant in resolving such issues.

21. Suspension and Termination

1. 21.1
   OnePay may suspend or terminate this Agreement, or the Merchant's access to the Service, with immediate effect and without prior notice, where:

   1. (a)
      the Acquiring Bank withdraws approval for the Merchant, or directs OnePay to suspend or terminate the Merchant under Clause 3.2B;
   2. (b)
      OnePay reasonably suspects fraud, a security breach, or a breach of Clauses 6.3, 9, 10, or 13;
   3. (c)
      the Merchant's Chargeback Rate exceeds 0.4% under Clause 10.5;
   4. (d)
      the Merchant breaches Clause 13.4 (MCC validation);
   5. (e)
      the Merchant becomes insolvent, ceases business, or has its business registration revoked; or
   6. (f)
      required by Applicable Law or a regulatory direction.
2. 21.2
   In all other circumstances, either Party may terminate this Agreement by giving not less than thirty (30) days' prior written notice to the other Party, without cause.
3. 21.3
   Either Party may terminate this Agreement with immediate effect if the other Party commits a material breach which, being capable of remedy, is not remedied within fourteen (14) days of written notice specifying the breach.
4. 21.4
   Upon termination, the Merchant shall immediately cease using the Service and displaying OnePay's or any card/QR scheme's marks, and shall return any rented OnePay Tap device or equipment supplied by OnePay within seven (7) days, failing which OnePay may charge the Merchant the replacement cost of the equipment; where the Merchant owns a purchased OnePay Tap device under the Premium Bundle, the device repurchase process in Clause 6.4 shall apply instead.
5. 21.5
   Settlement of Transactions completed but not yet settled as at the date of termination shall occur in accordance with Clause 8, less any amount properly withheld under Clause 11, and subject to a holdback period of up to one hundred and eighty (180) days from the date of termination to cover potential chargebacks (consistent with Clause 10.5(c) and the holdback period OnePay itself may be subject to under its Acquiring Bank agreements).
6. 21.6
   Obligations relating to confidentiality (Clause 12), data protection (Clause 9), indemnity (Clause 17), record retention (Clause 9.1), and the device repurchase and warranty terms in Clause 6.4 survive termination or expiry of this Agreement to the extent necessary to give them effect.

22. Term

1. 22.1
   This Agreement commences on the date the Merchant's onboarding is approved by OnePay and the relevant Acquiring Bank (“Effective Date”) and continues for an initial period of twelve (12) months, unless terminated earlier under Clause 21.
2. 22.2
   This Agreement shall automatically renew for successive twelve (12) month periods unless either Party gives the other not less than thirty (30) days' written notice of non-renewal prior to the end of the then-current term.

23. General Provisions

1. 23.1
   Relationship with Acquiring Bank. The Merchant acknowledges that OnePay's ability to perform this Agreement is dependent on OnePay's own aggregator agreements with its Acquiring Bank(s), and that a change, suspension, or termination of OnePay's relationship with a given Acquiring Bank (for reasons outside OnePay's control) may require OnePay to migrate the Merchant to an alternative Acquiring Bank or suspend the Service temporarily, in which case OnePay shall give the Merchant as much notice as reasonably practicable and use reasonable efforts to minimize disruption.
2. 23.2
   Assignment. Neither Party may assign, sub-contract, or transfer its rights or obligations under this Agreement without the other Party's prior written consent, except that OnePay may assign this Agreement to an affiliate or successor entity, or in connection with the migration described in Clause 23.1, on notice to the Merchant.
3. 23.3
   Severability. If any provision of this Agreement is or becomes invalid, void, or unenforceable under Applicable Law, that provision shall be severed and the remaining provisions shall continue in full force and effect.
4. 23.4
   Force Majeure. Neither Party shall be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including acts of God, war, civil commotion, fire, flood, epidemic, strikes, or failure of utilities, telecommunications, or national payment infrastructure (including failure or unavailability of an Acquiring Bank's systems), provided the affected Party notifies the other promptly and uses reasonable efforts to resume performance.
5. 23.5
   No Agency. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the Parties.
6. 23.6
   Entire Agreement. This Agreement, together with its Schedules, the Merchant Application Form, and OnePay's published Terms of Service, Privacy Policy, Refund Policy, POS best-practice guidance (doc.onepay.lk/POSpractices), and MCC guidance (doc.onepay.lk/MCC) as incorporated by reference, constitutes the entire agreement between the Parties on its subject matter.
7. 23.7
   Notices. Formal notices shall be in writing and delivered by hand, registered post, courier, or email to the addresses/contacts set out at the head of this Agreement or in the Merchant's account profile. Routine operational notices may be given through the OnePay dashboard, SMS, or email.
8. 23.8
   Governing Law and Dispute Resolution. This Agreement is governed by the laws of the Democratic Socialist Republic of Sri Lanka. The Parties shall first attempt to resolve any dispute amicably; failing resolution within fifteen (15) Working Days, the dispute shall be subject to the exclusive jurisdiction of the courts of Colombo, Sri Lanka.

Execution

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives on the date first written above.