JioPrime Partner Terms and Conditions

Please read the terms & conditions mentioned hereunder carefully before availing or registering for any of the RPSL Services. By signing the Merchant Acquisition Form and/or by digitally accepting these Terms and/or through any other method as may be introduced by RPSL on the Platform for accepting these terms & conditions and/or by using/availing the Services and/or by downloading/accessing the Platform you (“Jio Prime Partner” or “Merchant”) agree to these terms and conditions and shall be bound by the same. Your acceptance of these terms and conditions shall be unconditional and without any limitation or qualification.

The Services shall be made available to the Jio Prime Partner at the sole discretion of RPSL. The Jio Prime Partner unconditionally confirms that the Jio Prime Partner shall comply with and be bound by the Terms as in force form time to time. No act, delay or omission by RPSL shall affect its rights, powers and remedies under the Terms.

RPSL and Jio Prime Partner are individually referred to as a "Party" and collectively as the "Parties".

NOW, THEREFORE THIS DEED WITNESSETH AS UNDER

  1. DEFINITION OF TERMS AND INTERPRETATION

    1. 1.1        In the Agreement, (i) capitalised terms defined by inclusion in quotations and/ or parenthesis have the meanings so ascribed; and (ii) the following terms shall have the meanings assigned to them herein below:
      1. (a)          “Agreement” shall mean these terms and conditions;
      2. (b)          “Consumer” shall mean the consumer who shall make payments to the Jio Prime Partner by using Platform or make payments using the Services;
      3. (c)        “Guidelines” shall mean the applicable laws, guidelines, regulations, notifications and instructions issued by Reserve Bank of India (“RBI”) and also all relevant regulators and/or bodies/payment networks in relation to the operation of the Platform and Services;
      4. (d)      “Platform” shall include but not limited to the mobile app/wallet/website/tablet/desktop/POS or any other digital mode and/or operating system as provided/made available by RPSL, on which the Jio Prime Partner may avail the Services;
      5. (e)       “JioPrime Partner Website” ” shall mean and include https://merchant.jiomoney.com , mobile application/website of RPSL, any successor website/ applications, any website of RPSL’s affiliates/group/holding/subsidiary companies or any other channel facilitated & permitted by RPSL;
      6. (f)         “Jio Prime Partner Account shall be the account maintained by RPSL at its end to enable RPSL to accept and/or settle payments received from the Consumer;
      7. (g)       “Jio Prime Partner Application Form”/ “MAF”” shall mean the form to be completed by the Jio Prime Partner and submitted along with necessary supporting documents, either online on JioPrime Partner Website or physically at designated and authorized agents of RPSL;
      8. (h)        “Jio Prime Partner Locations shall mean all locations where the Services are provided by RPSL and/or where Platform is recognised as a payment method for the sale of goods/services by the Jio Prime Partner and includes without limitation: (i) Jio Prime Partner’s website, (ii) retail outlets/ physical stores of Jio Prime Partner (through POS or otherwise); (iii) Jio Prime Partner’s mobile application; and (iv) servers/ backend servers/ websites of a Jio Prime Partner used for authentication of Transactions undertaken through Platform or any payment instruments processed by RPSL for payment to such Jio Prime Partner;
      9. (i)         Services shall mean a) payment services introduced by RPSL, payment services provided by various Payment Service Providers/acquirers through RPSL or any other services made available and approved by RPSL for the Jio Prime Partner which is including but not limited to card payment services, Sodexo Meal Card etc. b) RPSL will send the commercial and/or promotional messages in relation to the Platform or Services or any other product/services of the RPSL or Payments Bank and/or any Payment Service Providers/third parties to the mobile number registered by the Jio Prime Partner with the RPSL for availing the Services under this Agreement c) . RPSL may provide at its discretion such logo and other such trademarks and marketing material to the Jio Prime Partner for displaying it at the Jio Prime Partner Location and the Jio Prime Partner shall display the same at all times;
      10. (j)          Payment Service Provider shall mean and include any payment gateways, bank, payment intermediary, payment service provider, food card service provider etc. who has an arrangement with RPSL for making available payment services to the Jio Prime Partner through Platform and/or JioPrime Partner Website;
      11. (k)         “Point of Sale device” or “POS” means a secure device with an alphanumeric keyboard and through which the Consumer can enter their PIN/ swipe / use pre-paid instrument cards and make payments;
      12. (l)        “Settlement Account” shall mean the settlement account of the Jio Prime Partner identified in the MAF to which the proceeds of the Transactions processed on behalf of the Jio Prime Partner are to be credited as per the records of the Jio Prime Partner Accounts. RPSL may change the settlement account of the Jio Prime Partner in its records on the request of the Jio Prime Partner;
      13. (m)        “Transactions” shall mean any transaction initiated or performed between a Jio Prime Partner and a Consumer utilising the Platform and/or Services; and
      14. (n)          “Payment Bank” or “Bank” or “JPB” shall mean Jio Payments Bank Ltd.

    2. 1.2      INTERPRETATION
      The MAF, Schedules, Annexures and any amendments, modification, additions thereto shall form part of this Agreement and shall have the same force and effect. In the event of a conflict between this Agreement and any other RPSL agreement or policy, this Agreement shall prevail. The payment network rules shall prevail in case of card payment services.

  2. SCOPE OF THE AGREEMENT

    1. RPSL has agreed to provide and the Jio Prime Partner has agreed to avail the Services on nonexclusive basis on the terms and conditions of this Agreement.

  3. JIO PRIME PARTNER ACCOUNT REGISTRATION AND OTHER OBLIGATIONS OF JIO PRIME PARTNER

    1. 3.1        On receipt of MAF, KYC documents, and other documents as requested by RPSL and on approval of Services by RPSL for the Jio Prime Partner, RPSL shall activate the Jio Prime Partner Account for the Jio Prime Partner and the same shall be intimated to the Jio Prime Partner.
    2. 3.2       Jio Prime Partner shall ensure that it shall comply with all orders of the Consumer for goods and /or services of the Jio Prime Partner, for which the Consumer has used Platform or Services for payment to the Jio Prime Partner and deliver the goods and services as per industry standards.
    3. 3.3       In the performance of Services, RPSL shall assume that: the request for the Transaction (a) that originates from the Jio Prime Partner has been duly authorised by Jio Prime Partner; (b)that originate from the Consumer has been duly authorised by the Consumer.
    4. RPSL shall not be liable for any losses or damages caused to any person whatsoever as a result of any such request being unauthorised, inaccurate or fraudulent.
    5. 3.4         Jio Prime Partner agrees that RPSL may use its logos, service marks and its trade marks on a non-exclusive, royalty free, license for displaying it on any of the marketing material of RPSL in the list of Jio Prime Partners or as a Jio Prime Partner of RPSL and the Parties may use the trade marks, or service marks or logos of the other Party jointly after mutual agreement on any joint marketing material approved by the Parties. The Jio Prime Partner shall not use any logos, name, trademarks, service marks or any intellectual property of RPSL without prior written permission from RPSL.
    6. 3.5        The Parties shall ensure that at its end there is no breach of security and that the integrity of the link between JioPrime Partner Website and website/ POS/ payment terminals of Jio Prime Partner and the relevant payment mechanism is maintained at all time.
    7. 3.6       Jio Prime Partner shall use the merchant encryption key provided by RPSL for integration and acknowledge the receipt and confidentiality of the said merchant encryption key, if applicable.
    8. 3.7         Jio Prime Partner shall ensure that it has all necessary infrastructure and facilities at Jio Prime Partner Location to service the Consumer.
    9. 3.8       Jio Prime Partner shall not request the Consumer for sharing any confidential Consumer details to be used in Transaction by the Consumer which is including but not limited to passwords, account number and PIN in relation to Platform and Services, shall not save and/or store any such confidential Consumer details and, except as required for the purposes of statutory compliances, shall not share such confidential information with third parties.
    10. 3.9      RPSL has or may enter into agreements with third parties like banks, GST application service providers, etc., which may have direct bearing on the Services to the Jio Prime Partner and/or be incidental and/or ancillary thereto. There may be terms in such agreements which may be applicable to the Jio Prime Partner. RPSL shall intimate said terms to the Jio Prime Partner from time to time vide email or through publication on the website.
    11. 3.10      The Jio Prime Partner agrees that it shall use the Services for the business disclosed by it under this Agreement. It shall not use the Services for any other business operated in the same Jio Prime Partner Premises. The Jio Prime Partner shall approach RPSL to enter in to separate Jio Prime Partner agreement for the same.
    12. 3.11       The Jio Prime Partner agrees that if the Jio Prime Partner wish to avail the Debit Card/Credit Card acceptance services the acquirer for the Services shall be ICICI Bank through ICICI Merchant Services having its address at Edelweiss House, 7th Floor, South Wing, Off CST Road, Vidhyanagari Marg, Santacruz (East), Mumbai - 400 098. The Jio Prime Partner shall be bound by the terms and conditions of acquirer. The Jio Prime Partner agrees that any changes to the Acquirer shall be made by publishing the name of the new acquirer on the Platform with such additional terms and conditions as may be introduced by such new acquirer.
    13. 3.12       The Jio Prime Partner agrees that it shall provide RPSL with the address of each of its offices/ Jio Prime Partner location/shops/outlets where the Services under this Agreement are availed by the Jio Prime Partner and the complete description of the goods and services sold by it on ongoing basis as and when requested by RPSL.
    14. 3.13      Jio Prime Partner agree and confirm that all the documents provided by the Jio Prime Partner to RPSL are true copy of its original documents and all information and details provided are true, accurate and complete and it shall indemnify and keep RPSL indemnified from any loss, dispute, cost, compensation, litigation etc arising out of and related to the same. Jio Prime Partner shall submit the original documents for verification as and when demanded by RPSL.
    15. 3.14      The Jio Prime Partner agrees and accepts that all payment network and RPSL marks are the respective property of their owners and that it shall not contest such ownership under any circumstances. Jio Prime Partner agrees that at any point of time RPSL, the acquirer or a payment network may prohibit the Jio Prime Partner from using any payment network branding/marks.
    16. 3.15     Further Jio Prime Partner shall ensure fair acceptance of all payment network cards and RPSL for transactions by customers in accordance with the requirements of the respective payment network and RPSL rules. Jio Prime Partner also accepts that a payment network or RPSL may enforce any provision of its respective rules in order to ensure the integrity of its card program and the Jio Prime Partner agrees to abide by any such decision of the payment network or RPSL.
    17. 3.16       The Jio Prime Partner explicitly and unconditionally agrees and confirms that RPSL can share the Jio Prime Partner’s personal information, data and any other documents including KYC documents submitted by the Jio Prime Partner with RPSL with any of the RPSL’s group companies and affiliates including the Payments Bank and these documents may be used by such entities to meet their KYC and other compliance requirements in relation to any services provided/to be provided to the Jio Prime Partner by the said entities under separate agreements (including in connection with opening of any bank account for the Jio Prime Partner by the Payment Bank Entity).
    18. 3.17      The Jio Prime Partner hereby acknowledges and agrees that RPSL can share the Jio Prime Partner's personal information, data, and other information including KYC documents and information with any relevant acquirer and/or point of sale device manufacturer/distributor and/or payment network and/or the Payment Service Provider and/or GST application service providers and/or any other service providers whose services may be availed by the Jio Prime Partner whether under this Agreement or otherwise (“Other Service Providers”). The Jio Prime Partner hereby further acknowledges, agrees and consents to RPSL for receiving and/or utilising any and all such information as may be shared between the Jio Prime Partner and RPSL/ Other Service Providers, for the purposes of provision of Services.
    19. 3.18       Jio Prime Partner agrees that if the Jio Prime Partner has signed more than one Jio Prime Partner agreement with RPSL and has opened more than one Jio Prime Partner accounts for its business, RPSL shall have right to set-of amount from any of the Jio Prime Partner account of any of the business of the Jio Prime Partner for the recovery of the amounts due from Jio Prime Partner from any of its businesses. Jio Prime Partner agrees that Jio Prime Partner shall have no objection on the same and hereby authorize RPSL to set off amount from the Jio Prime Partner accounts at the discretion of RPSL any time.
    20. 3.19    Any information shared by RPSL and any of RPSL affiliates/group companies/holding/subsidiary companies with the Jio Prime Partner under this Agreement shall be confidential information of RPSL and its respective affiliate/group/holding/subsidiary companies (“Confidential Information”)and shall be owned by them. The Jio Prime Partner shall keep the Confidential Information confidential and shall not share the same with any third party. The Jio Prime Partner shall return all Confidential Information to RPSL on termination of this Agreement or on demand of RPSL whichever is earlier.
    21. 3.20       The JioPrime Partner agrees that it shall be bound by the RPSL Policy (s) published on JioPrime Partner Website from time to time. The JioPrime Partner shall go through such RPSL Policies and keep itself updated with the RPSL Policies and any amendments made thereto by visiting the JioPrime Partner Website from time to time.
    22. 3.21      The JioPrime Partner agrees that it has gone through the list of prohibited business /activities set-out at Annexure A of these terms and conditions and agree, confirm and declare that the JioPrime Partner is not involved in any such prohibited business/ activities. The JioPrime Partner agrees that RPSL may terminate this Agreement any time without notice to the JioPrime Partner if RPSL is of the view that the JioPrime Partner is involved in any prohibited business/activities.

  4. SODEXO MEAL CARD

    1. 4.1         RPSL may provide facility to its Consumer to add Sodexo digitised Meal Card on the Platform (“Meal Card”) and make purchases using the Meal Card through the Platform. The Jio Prime Partner shall use the facility to accept the payment from Meal Card through Platform subject to terms of this Agreement, Applicable Laws and regulations.
    2. 4.2         The Jio Prime Partner agrees that RPSL Platform is just online platform for accessing the Meal Card and RPSL shall not be responsible and liable for any transactions, fraudulent transactions, settlement of transactions, settlement of monies, disputes/issues in relation to the Meal Card, transactions made by the Consumer using the Meal Card, disputes/issues in between Consumer and Jio Prime Partner and/or Consumer and Sodexo and/or Sodexo and Jio Prime Partner and/or Sodexo, Consumer and Jio Prime Partner in relation to Meal Card and all Meal card transactions through Platform and the Jio Prime Partner agrees to indemnify and keep RPSL indemnified from any disputes, issues, liabilities, losses, cost, compensation, litigation, costs, etc. arising out of and related to the same.
    3. 4.3         The Jio Prime Partner agrees that it shall be solely liable and responsible for a) delivery of the goods to the Consumer b) quality/quantity/defects in goods delivered c) refund/chargeback/complaints/disputes in relation to the goods d) any other issues in relation to the goods.
    4. 4.4         The Jio Prime Partner agrees and confirms that a) it has executed agreement with the Sodexo SVC India Pvt Ltd (“Sodexo”) in relation to the acceptance of Meal Card payment (“Sodexo Agreement”) b) the Jio Prime Partner shall be bound by the terms of the Sodexo Agreement in relation to all the Meal Card transaction even when accepting payment from Meal Card on the Platform c) the Sodexo Agreement is in force and effect and the Jio Prime Partner shall ensure that the Sodexo Agreement shall remain in force and effect during the Term of this Agreement d) it shall be sole responsible and liability of the Sodexo to settle all the Meal Card transaction payments to the Jio Prime Partner directly and RPSL shall not be responsible for the same e) it shall be sole liability and responsibility of the Jio Prime Partner to deal with any chargeback/refunds/fraudulent transactions and refund the amounts to the consumer/Sodexo as per the terms of the Sodexo Agreement and RPSL shall not be responsible and liable for the same f) The Jio Prime Partner shall comply with all applicable laws and regulation in relation to the Meal Card, payments received through Meal Card and goods delivered to the consumer against the payment received through the Meal Card g) the Jio Prime Partner shall sell only meal products as may be allowed by Sodexo and subject to applicable law to the consumer. The Jio Prime Partner agrees to indemnify and keep RPSL indemnified from any disputes, liabilities, losses, litigation, cost, compensation etc. arising out of and related to breach of this Clause

  5. BANK ACCOUNT CREDENTIALS CONFIRMATION-

    1. The Jio Prime Partner agrees and confirm that a) the bank account/Settlement Account details provided by Jio Prime Partner to RPSL shall be correct and RPSL shall not be responsible for verifying the same b) RPSL may make transaction of Rs. 1/- (Rs. One only) or any other denomination at the discretion of RPSL in the Jio Prime Partner bank/Settlement Account as may be communicated by the Jio Prime Partner to RPSL before initiating any settlement in the said Settlement Account/bank account to verify if the credentials of the Jio Prime Partner are matching with the said bank/Settlement Account c) the Jio Prime Partner has authorised the its bank with whom it holds Settlement Account to share its Settlement Account details including Jio Prime Partner name, account details etc. to RPSL after receipt of the verification transaction amount as mentioned in this clause for verification of the Settlement Account. Notwithstanding anything stated in this Clause, the Jio Prime Partner shall be solely liable and responsible in case of any liability, disputes, litigations, losses, issues, costs, compensation, damages, etc. arising out of and related to verification of the bank/Settlement Account and settlement of any amount made by RPSL in the said bank/Settlement Account. The Jio Prime Partner agrees that RPSL may use any other method as well for verification of the Jio Prime Partner bank/Settlement Account at its discretion and the Jio Prime Partner shall submit necessary information and documents as may be requested by RPSL with RPSL.

  6. UPI RELATED TERMS

    1. The Jio Prime Partner agrees to the following terms and conditions for availing UPI related services –

    1. 6.1       These terms and conditions regulate the payments under the Unified Payment Interface (“ UPI ”), a payment service platform (“ UPI Platform ”) developed by National Payments Corporation of India (“ NPCI ”), an umbrella organisation and acting as the settlement/clearing house/regulatory agency for UPI services.
    2. 6.2         The Jio Prime Partner shall provide all necessary and correct details including account number, amount details for making the transaction.
    3. 6.3         The Jio Prime Partner agrees and understands that RPSL has an arrangement with the Payments Bank for providing the UPI services.
    4. 6.4        RPSL shall act upon instruction for transfer of funds using the UPI system only upon receipt of the complete information required for initiating such transfer of funds for giving effect to the instructions. The transaction shall be initiated by the RPSL on the date of the instruction as per the NPCI clearing timings. The transaction may be rejected or cancelled in case the instructions and or any information provided by the Jio Prime Partner does not meet the security procedures of the RPSL and/or the Jio Payments Bank /NPCI/RBI/beneficiary bank. The Jio Prime Partner also understand that the transaction may also be cancelled/rejected due to any of the reasons like the designated account of the beneficiary not being maintained by the beneficiary bank, an attachment order having been passed in respect of the designated beneficiary account by the competent authority/court, in case of any of the details pertaining to the beneficiary/beneficiary account details recorded with the beneficiary bank or branch not being part of the clearing system or any other reasons beyond the control of the RPSL and/or the Jio Payments Bank and/or beneficiary bank.
    5. 6.5         RPSL shall be entitled to charge such fees, charges and applicable taxes as it determines to be adequate for the provision of the UPI and as specified on the Platform or as communicated to the Consumer time to time or as per the RPSL Policy. The Jio Prime Partner acknowledges and understand that the completion of the transaction for the transfer of funds based on the Jio Prime Partner's instructions shall involve various counter parties. The Jio Prime Partner confirms that the Bank/RPSL shall not be held liable or responsible for any delays/deficiencies in settlement of a transaction due to system constraints, actions of other parties or any other circumstances beyond the control of the RPSL/Bank. Without prejudice to the generality of the forgoing the Jio Prime Partner agrees and accepts its responsibility to compensate /reimburse the RPSL and the Bank for any losses, claims, or actions and to save , keep harmless and keep protected the RPSL and the Bank against any improper fraudulent instructions purporting to the received from the Jio Prime Partner and /or for furnishing incomplete information.
    6. 6.6         The Jio Prime Partner understand that the provision of the UPI is subject to the guidelines and regulations issued from the time to time by the RBI/NPCI in this behalf. The RBI/NPCI and /or any other agency /company appointed by the RBI/NPCI in this regard shall be an intermediary /service provider in the process of the settlement of a transaction initiated using any of the UPI and subject to the availability of the sufficient funds in the Account. UPI transactions shall be deemed to be settled at the time when account of payer has been debited and account of the beneficiary has been credited in the central clearing system.
    7. 6.7         RPSL and/or Bank may in its discretion deny any split payments.

  7. INSPECTION AND INSTALLATION

    1. 7.1        RPSL or transaction governing authority or acquirer or Payment Service Provider or any legal/regulatory authority may carry out audit or inspection at the Jio Prime Partner Location for the purpose of this Agreement i.e. in case of any audit directed by RBI or any such regulatory authority or if there is any fraud or suspicious transaction or similar transactions etc. In case of such audit or inspection the Jio Prime Partner shall provide necessary information, documents, papers and access to its premises to the authorised representative of RPSL and/or transaction governing authority to regulatory/legal authority, acquirer, Payment Service Provider as the case may be for such audit.
    2. 7.2        The Jio Prime Partner hereby authorises RPSL to share information /documents obtained from/about the Jio Prime Partner including KYC information to, (i) the credit rating organisation/verification agencies at the discretion of RPSL to verify Jio Prime Partner s’ credit rating/verify Jio Prime Partner's credentials for the Jio Prime Partner Account activation at the cost of RPSL and/or, (ii) regulators, payment networks/schemes as well as RPSL’s card acquiring service providers. The Jio Prime Partner agrees that it shall have no objection if such verification agencies conduct verification of the Jio Prime Partner and hereby give express consent for the same.
    3. 7.3         Any decision taken by RPSL about the Jio Prime Partner Account activation shall be considered as final.
    4. 7.4      The Jio Prime Partner shall be solely responsible for the upkeep, service and proper functioning of its POS Jio Prime Partner is solely liable and responsible for any transaction on its POS, theft or damage of the POS or any other device used by the Jio Prime Partner for the transaction under this Agreement & the Jio Prime Partner agrees to indemnify and keep RPSL indemnified from any loss, cost, compensation, litigation, damages etc. arising out of and related to the same

  8. TERM OF THE AGREEMENT

    1. This Agreement is effective from the date of execution by both the Parties and shall remain valid until terminated in accordance with the terms of this Agreement.

  9. RPSL’S ROLE AND RESPONSIBILITES

    1. 9.1        Parties hereby agree and acknowledge that the responsibility of RPSL in relation to the Platform and the Services shall be limited to only such instances where the Consumer decides to use the facility of Platform or Services at the Jio Prime Partner Locations and RPSL’s role shall be limited to facilitating the payment mechanism between the Consumer and the Jio Prime Partner.
    2. 9.2        The right to accept or cancel a Transaction after the same has been initiated by the Consumer through the Services shall vest with the Jio Prime Partner. However, in the event a Transaction is cancelled, the Jio Prime Partner shall be under an obligation to refund the amount of such Transaction in accordance with Clause 15 of this Agreement, to the Consumer’s Platform, or such other account/ method used by the Consumer under the Services for payment as the case may be.
    3. 9.3        Notwithstanding anything to the contrary contained in this Agreement, RPSL shall have a right to restrict or prohibit a Transaction, at its sole discretion, if such Transaction is in breach or likely to breach of applicable laws.
    4. 9.4        RPSL shall not be liable to the Jio Prime Partner on account of any Consumer or the Jio Prime Partner being unable to access the Services RPSL will notify Jio Prime Partner in case of any maintenance activity time to time.

  10. TECHNICAL & BUSINESS REQUIREMENTS

    1. RPSL shall time to time notify specific technical and business procedures and policies to be followed for optimal use of the Services.

  11. RESTRICTED USE

    1. The Jio Prime Partner shall not act as a payment intermediary, aggregator or service bureau or otherwise resell the Services on behalf of any third party including handling, processing or transmitting funds for any third party. The Jio Prime Partner also shall not use the Services to process cash advances.

  12. UNAUTHORIZED OR ILLEGAL USE

    1. 12.1     The Parties hereby agree that RPSL is under no obligation to authorize or settle any Transaction that is in violation of any agreement and applicable regulations or exposes other Consumers, RPSL’s process or incurs harm to RPSL.
    2. 12.2      If RPSL reasonably suspects that Jio Prime Partner Account/ Settlement Account has been used for an unauthorized, illegal, or criminal purpose, RPSL shall be free to share information about the Jio Prime Partner, Jio Prime Partner Account, Settlement Account and any of the Jio Prime Partner’s Transactions with the relevant regulators and legal authorities.
    3. 12.3     Jio Prime Partner hereby agrees and grants express authorization to RPSL to share information to the relevant regulators/legal authorities under the circumstances as specified in Clause 12.2 above. It is further clarified, for the avoidance of doubt that any sharing of information under Clause 12.2 of the Agreement shall not be considered as a breach of any confidentiality obligation of RPSL under the Agreement.

  13. FEES

    1. The Jio Prime Partner shall pay to RPSL the fees as agreed hereunder or in MAF or by execution of separate mutually agreed document in writing or as set-out in the online Jio Prime Partner Account of the Jio Prime Partner which is accessible to the Jio Prime Partner after login to the RPSL website or as published by RPSL on Platform or JioPrime Partner Website. The Parties agree that any changes in fees or other charges shall be as communicated by RPSL time to time to the Jio Prime Partner vide letter correspondence or email or by publishing in the Jio Prime Partner Account of the Jio Prime Partner or on JioPrime Partner Website or Platform. Continue use of the services by the Jio Prime Partner shall be treated as Jio Prime Partner's acceptance of fees and other charges and/or any changes thereto.
    1. 13.1       Physical Jio Prime Partner Pricing
    2. a.           Transaction Charges for Kirana, Grocery & Supermarkets
    3.   Card / Instrument Type

      Jio Prime Partner / Transaction Category

      Charges for JioPrime Partner with JPB as Settlement Bank Account *

      Charges for JioPrime Partner without JPB as Settlement Bank Account *

        JioMoney
        or
        Jio Payments Bank

      Per Transaction

      0.00%

      0.00%

        Credit Card – POS

      Per Transaction

      1.10%

      1.20%

        Debit Card – POS

      Jio Prime Partners with annual turnover upto ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

      Jio Prime Partners with annual turnover above ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

        UPI

      JioPrime Partners with annual turnover upto ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

      JioPrime Partners with annual turnover above ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%



    4. b.           Transaction charges for all Other Jio Prime Partner Segments / Categories
    5.   Card / Instrument Type

      Jio Prime Partner / Transaction Category

      Charges for JioPrime Partner with JPB as Settlement Bank Account *

      Charges for JioPrime Partner without JPB as Settlement Bank Account *

        JioMoney
        or
        Jio Payments Bank

      Per Transaction

      0.00%

      0.00%

        Credit Card – POS

      Per Transaction

      1.90%

      1.90%

        Debit Card – POS

      Jio Prime Partners with annual turnover upto ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

      Jio Prime Partners with annual turnover above ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

        UPI

      JioPrime Partners with annual turnover upto ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

      JioPrime Partners with annual turnover above ₹ 20 lakh during the previous financial year

      Transaction Value less than or equal to ₹ 2000

      0.00%

      0.00%

      Transaction Value greater than ₹ 2000

      0.40%

      0.40%

    6. *Applicable taxes extra

    1. 13.2       Online Jio Prime Partner Pricing
    2. a.           Transaction Charges
    3.  Sr.No  Services  Charges*
       1  Net Banking  1.30% on transaction value
       2  Credit Card (Visa/Master)  1.90% on transaction value
       3  Amex  2.49% on transaction value
      4 JioMoney 0.49% on transaction value
       5  Other Mobile wallets  1.60% on transaction value
      6 Debit Card
          MDR for Debit Card transactions through Physical POS / EDC & Online Payment Gateway acceptance (*) MDR for Debit Card transactions through QR code-based acceptance (*)
      Jio Prime Partners with annual turnover upto ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 Waived (#) Waived (#)
      Transaction Value greater than ₹ 2000 0.40% (MDR cap of ₹ 200 per transaction) 0.30% (MDR cap of ₹ 200 per transaction)
      Jio Prime Partners with annual turnover above ₹ 20 lakh during the previous financial year Transaction Value less than or equal to ₹ 2000 Waived (#) Waived (#)
      Transaction Value greater than ₹ 2000 0.90% (MDR cap of ₹ 1000 per transaction) 0.80% (MDR cap of ₹ 1000 per transaction)
    4. b.           Annual Maintenance Charges and Set Up Fee
    5.   Sr.No   Category  Charges*
       1 Set up fee  Rs. 0
       2  AMC  Rs. 1,999 (waived in first year)
    6. *Applicable taxes extra
    7. (#) Waived till 31st Dec, 2019 or earlier based on RBI or Govt of India directions
    8. RPSL will collect an interest free security deposit from the Jio Prime Partner for the use of its Services as may be mutually agreed by the Parties.

  14. SETTLEMENT INTO ACCOUNT

    1. 14.1       The payments (in respect of the Transactions) into the Jio Prime Partner’s Settlement Account shall be managed and processed by RPSL in accordance with the payout schedule chosen by the Jio Prime Partner at the time of registration of the Jio Prime Partner, from the various payment schedules made available by RPSL. The payment schedule may be altered by RPSL any time with due intimation. However RPSL shall not intimate Jio Prime Partner if such schedule is changed as per the regulatory requirement. RPSL will make payments to the designated Settlement Account of the amounts actually received by RPSL for Transactions submitted through the Services (less any applicable fees & taxes, which RPSL may deduct prior to any payment being made to the Settlement Account). Funds for any given Transaction will not be deposited until the Transaction is deemed complete and successful at the sole satisfaction of RPSL.
    2. 14.2       The Jio Prime Partner shall monitor and communicate all errors in any of the settlements/ monies processed and managed by RPSL (mentioned in Clause 14.1 above) to RPSL within thirty (30) calendar days of such settlement. Any additional or lesser amount paid to the Jio Prime Partner by RPSL shall be settled in the next settlement cycle. The Jio Prime Partner hereby agrees that RPSL shall have all the rights to recover/ demand/ set-off any additional amounts paid to the Jio Prime Partner from or against any other Transaction/ monies payable by RPSL to the Jio Prime Partner. Further, RPSL may, in its sole discretion, seek refund of any such additional amount paid to the Jio Prime Partner and Jio Prime Partner shall refund such amount to RPSL within 2 days of receipt of such demand/ communication to this effect. Failure to notify RPSL of any lesser amount paid to the Jio Prime Partner within 30 (thirty) calendar days will be deemed as a waiver of any right to amounts owed to the Jio Prime Partner.
    3. 14.3       SETTLEMENT ACCOUNT TERMS–
    4. 14.3.1    The Jio Prime Partner shall provide the details of its bank account with any bank at its discretion to RPSL for making it as a settlement account (“secondary account”) for settlement of the funds for the Transactions as per the Jio Prime Partner Account. The said secondary account shall be registered by RPSL as a settlement account and the funds payable to the Jio Prime Partner shall be settled in the said secondary account.
    5. 14.3.2    The Jio Prime Partner hereby gives express consent to RPSL to share the secondary settlement account details with the Bank
    6. 14.3.3   The Jio Prime Partner agrees that following terms shall be applicable if the Jio Prime Partner has opted for the Bank current account as its settlement account (“primary account”)-

      1. (i)           The Jio Prime Partner has authorised the Bank to share Jio Prime Partner's primary account details with RPSL.
      2. (ii)         If the Jio Prime Partner has opted for the primary account as settlement account by communicating the same to the agent of RPSL, the Jio Prime Partner shall get SMS from RPSL with confirmation that the Jio Prime Partner has opted for the current account with the Bank as its settlement account.
      3. (iii)        RPSL shall treat the primary account as settlement account and settle the funds payable to the Jio Prime Partner in the primary account if the Jio Prime Partner has not raised any objection after within 3 days from the notification as mentioned in point (ii) above.
      4. (iv)        As per RBI regulations, the Jio Prime Partner cannot maintain more than Rs. 1 lac (Rs. One lac) in the current account with the Bank and hence the Jio Prime Partner shall ensure to give standing instructions to the Bank to transfer the amount over and above Rs. 1 lac (Rs. One lac) in the secondary bank account (as communicated by RPSL to the Bank under this clause 14.3.2) as and when the amount crosses the value of Rs. 1 lac in the primary account. The Jio Prime Partner agrees that it shall be bound by the terms and conditions of the Bank and RBI regulations in relation to the primary account.
    7. 14.3.4    The Jio Prime Partner shall be solely responsible to ensure that the secondary account and the primary account belongs to the Jio Prime Partner and it shall have no objection if the funds are settled as set-out in Clause 14.3.3.
    8. 14.3.5   The Jio Prime Partner agrees that the secondary account shall be a Settlement Account till the Jio Prime Partner opts for the primary account as a settlement account. Once the Jio Prime Partner opts for the primary account as settlement account and RPSL initiate settlement in the said primary account the primary account shall be treated as Settlement Account for the purpose of this Agreement.

  15. REFUNDS AND DISPUTE/CHARGEBACK

    1. 15.1       REFUND
      1. 15.1.1    Refund can be processed on Jio Prime Partner request with reference to original Transaction. On request of Jio Prime Partner RPSL shall process the refund of said amount which shall not exceed the original Transaction amount at any given point in time. RPSL shall recover the said amount from Jio Prime Partner’s settlement or any other payables under this Agreement. The said amount shall be credited to consumer’s account from which the transition was initiated.
      2. 15.1.2   If Consumer approaches RPSL for refund and/or cancellation of the Transaction, RPSL shall request the Jio Prime Partner to confirm as to if such Transaction amount can be refunded. On Jio Prime Partner's instructions RPSL will process or reject the refund for the Transaction. For processing refund, the process suggested in Clause 15.1.1 here above shall apply.
      1. 15.2       DISPUTE
        1. 15.2.1    If in case of the dispute/complaint/claim is raised by the Consumer in relations to the Transaction. RPSL shall withhold the transaction amount from the settlement amount or any other payable to the Jio Prime Partner. RPSL shall conduct preliminary investigation and request Jio Prime Partner to provide the evidences for the said dispute within 7days from the time of the request raised by RPSL. RPSL shall honor the dispute, in case a) if Jio Prime Partner fails to provide evidences or there is no response from the Jio Prime Partner within 7 days; b)or if the result of the investigation by RPSL is in favour of the consumer.
        2. 15.3       The Jio Prime Partner agrees if there is no sufficient settlement or any other payable available with RPSL to process the Refund as set-out in Clause 15.1 and/or 15.2, RPSL shall have a right to claim such amount from the Jio Prime Partner, the Jio Prime Partner shall pay the said amount to RPSL within 5 (five) days from the date of said claim.

  16. RIGHT TO WITHHOLD PAYMENT

    1. RPSL shall be, in relation to a Transaction, entitled at any time to refuse payment hereunder to the Jio Prime Partner or if payment has been made to the Jio Prime Partner, to debit the Jio Prime Partner Account or to seek immediate reimbursement from the Jio Prime Partner towards the amounts paid, notwithstanding any authorisation given by RPSL to the Jio Prime Partner if: (a) Consumer disputes the Transaction; (b) any suspicious Transaction/activity appears in Jio Prime Partner's Account.
    2. Notwithstanding anything contained herein, where RPSL has reason to believe that any Transaction is fraudulently incurred, RPSL shall be entitled to withhold payment in respect thereof. In the event that RPSL is required to conduct an investigation, resolve any pending dispute related to the Jio Prime Partner Account, Settlement Account or as required by law or under direction of any regulatory authority, RPSL may defer payout or restrict access to certain funds for the entire time of such investigation or as directed by the regulators. Such funds held back shall not accrue any interest.
    3. In aforesaid scenario the Jio Prime Partner will be given an opportunity to hear and the RPSL shall after hearing the Jio Prime Partner take necessary decisions at its end.
    4. It is clarified that the above right may also be exercised by the acquirer for card transaction services and the Jio Prime Partner agrees to abide by the decision of the acquirer/RPSL in this regard.

  17. DISCLOSURES AND NOTICES

    1. RPSL shall provide disclosures and notices required by law and other information about the Jio Prime Partner Account and Settlement Account to the Jio Prime Partner electronically through email address registered with RPSL and if the email is not registered by the Jio Prime Partner with RPSL such notices shall be displayed on the JioPrime Partner Website. Such disclosures and notices are considered received by the Jio Prime Partner within 24 hours of such posting on the JioPrime Partner Website.

  18. COMPLIANCE WITH PAYMENT STANDARDS

    1. The Jio Prime Partner agrees that all the systems of the Jio Prime Partner shall be compliant with the applicable payment industry standards as may be apply to the Jio Prime Partner. To this extent, Jio Prime Partner shall permit RPSL and/or any regulatory body including payment networks/acquirer to conduct an audit of the Jio Prime Partner systems in order to verify such compliance.

  19. SUSPENSION OR TERMINATION BY RPSL
    1. 19.1        RPSL and Jio Prime Partner may terminate this Agreement by giving 30 (thirty) days’ notice to the other Party in writing without assigning any reason.
    2. 19.2       RPSL reserves the right to cease to provide Services and/or suspend the Services/Agreement and/ or close the Jio Prime Partner Account, without giving any notice to Jio Prime Partner (a) if the Jio Prime Partner has breached the terms of this Agreement or applicable laws or any payment network rules (b) Jio Prime Partner's failure or neglect to use the Services or Jio Prime Partner Account for a continuous period of 180 (one hundred eighty) days, (c) any person other than the Jio Prime Partner is attempting to access the Jio Prime Partner Account or attempts to hack the same; (d) if some person presents identical commercial credentials in attempts to open another Jio Prime Partner Account; (e) if RPSL is mandated to do so by the relevant regulators or to the extent the same is required to be done by reason of any payment network rules; (f) any Transaction with the Jio Prime Partner is for any reason unlawful, or unenforceable; (g) any suspicious Transaction/activity appears in Jio Prime Partner's Account.
    3. 19.3      The Parties agree and confirm that any termination or suspension of this Agreement does not relieve the Jio Prime Partner of any obligations to pay Fees or costs accrued till the date of termination and any other amounts owed to RPSL as provided in this Agreement to RPSL.
    4. 19.4      On termination of this Agreement, the Jio Prime Partner agrees to return all assets, materials including any properties belonging to RPSL and destroy or return the software belonging to RPSL at the option of the RPSL. The Jio Prime Partner agrees to provide RPSL with a written confirmation within fifteen (15) business days, confirming such return or destruction as the case may be.

  20. CONSEQUENCES OF TERMINATION

    1. Upon termination of the Agreement, the Jio Prime Partner agrees: (a) that upon completion of the said notice period, the relevant Jio Prime Partner Account shall be closed. Upon closure of the Jio Prime Partner Account, any pending Transactions will be cancelled. Any funds that RPSL is holding in custody for the Jio Prime Partner at the time of closure, less any applicable Fees, will be paid out in accordance with the payout schedule, assuming all payout-related authentication requirements have been fulfilled and no investigation is pending at the time of Jio Prime Partner Account closure. (b) to continue to be bound by such provisions of this Agreement which survive by their nature, (c) to immediately stop using the Services, (d) that RPSL reserves the right to delete all of information of the Jio Prime Partner and related account data stored on RPSL’s servers including Jio Prime Partner Account, (e) that RPSL shall not be liable to the Jio Prime Partner or any third party for termination of access to the Services or for deletion of Jio Prime Partner’s information or related account data including Jio Prime Partner Account; (f) to provide all records, data, documents in its possession to RPSL; and (g) to return all assets, materials and destroy software at the option of RPSL belonging to RPSL (h) RPSL shall disconnect any and all Services and Jio Prime Partner Account shall be closed by RPSL and the Jio Prime Partner shall not be entitled to access the said account from the date of such termination.

  21. OWNERSHIP

    1. The relationship between RPSL and the Jio Prime Partner is limited to a contractual relationship for the provision of Services and is not one of a principal and agent. For the sake of clarity the Parties agree that the relationship between the Jio Prime Partner and RPSL shall be on principal to principal basis. The Services are protected by trademarks, copyright, trade secret and other intellectual property laws. The Jio Prime Partner agrees and acknowledges that for the purpose of this Agreement, RPSL is and shall continue to be the owner of all trademarks, copyrights, trade secrets and other intellectual property rights in the Services, the Jio Prime Partner also agrees and undertakes not to claim any right over any such trademark, copyright, trade secrets and/or other intellectual property rights.

  22. INDEMNITY

    1. The Jio Prime Partner shall indemnify, defend and hold harmless RPSL from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest and expenses including without limitation attorneys’ fees arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by any person or entity that arises out of or relates to or in connection with: (a) any actual or alleged breach of the Jio Prime Partner’s representations, warranties, or obligations set forth in this Agreement; (b) violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (c) violation of any law, rule or regulation of India or any other country (d) consumer or any other party’s access and/or use of the Jio Prime Partner Account with the Jio Prime Partner’s unique username, password or other appropriate security code; and/ or (e) Transaction between the Jio Prime Partner and Consumer or any sale or proposed sale of goods and/ or services by a Jio Prime Partner to the Consumer at Jio Prime Partner Location. (f) Wrongful or improper use of RPSL technologies. (g) any issues and/or disputes in relation to the Transactions (h) any issues/disputes in relation to Transaction on the POS of Jio Prime Partner or Transaction through Platform (i) any refunds (j) chargeback/dispute as mentioned in Clause 15. (k) any issues/disputes including consumer disputes in relation to the Meal Card payment through Platform, goods/services of the Jio Prime Partner, refund/chargeback on Meal Card and any other issues/disputes in relation to the Sodexo Card.

  23. REPRESENTATION AND WARRANTIES

    1. The Jio Prime Partner represents, undertakes and warrants to RPSL that: (a) any Transaction submitted will represent a bona fide sale or rendering of services by the Jio Prime Partner; (b) any Transactions submitted will accurately describe the goods and/or services sold and delivered by Jio Prime Partner to a purchaser; (c) it shall fulfill all obligations to each Consumer for which a Transaction has been submitted and will resolve any consumer dispute or complaint directly with the purchaser/ Consumer; (d) the Jio Prime Partner and all Transactions initiated by the Jio Prime Partner will comply with all national, state, and local laws, rules, and regulations applicable to the Jio Prime Partner and/or the business, including any applicable tax laws and regulations for availing the Services and shall continue to remain compliant with the same. (e) no Transaction submitted through the Services will represent a sale to any principal, partner, proprietor, or owner of the RPSL; (f) the Jio Prime Partner will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; (g) use of the Services will be in compliance with this Agreement and the applicable laws; (h) it is legally authorized to carry on business and has all necessary permits and licenses to carry out its business; (i) It shall use Services, the Jio Prime Partner Account and the Settlement Account only in India; (j) it will not accept payments in the Jio Prime Partner Account/ Settlement Account or use Services or receive payment from Platform of the Consumer in connection with any and all business activities that are: (i) listed as excluded activities on the JioPrime Partner Website, as updated from time to time; and/ or (ii) which are illegal/ not permitted as per any applicable laws. (k) it shall ensure to maintain and preserve records of Transactions as per applicable laws.

  24. NO WARRANTIES

    1. The Service is provided on an “as is” and “as available” basis. Use of the Service is at the Jio Prime Partner’s own risk. To the maximum extent permitted by applicable law, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties for a particular purpose, or non-infringement. No advice or information, whether oral or written, obtained by the Jio Prime Partner from RPSL or through the Service will create any warranty not expressly stated herein. Without limiting the foregoing, RPSL, its processors, its providers, its licensors (and their respective subsidiaries, affiliates, agents, directors, and employees) do not warrant that the content is correct; that the Service will meet the Jio Prime Partner’s requirements; that the Service will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Service is free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the Service is downloaded at the Jio Prime Partner’s own risk and he will be solely responsible for any damage to his property or loss of data that results from such download.
    2. RPSL does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Service or any hyperlinked website or service, or featured in any banner or other advertising, and RPSL will not be a party to or in any way monitor any Transaction between the Jio Prime Partner, third-party providers of such products or services and the Consumer.

  25. LIMITATION OF LIABILITY AND DAMAGES

    1. 25.1     RPSL, nor its affiliates nor any of their respective directors, officers, employees or agents shall be liable for any losses or damages resulting from the hacking, tampering or other unauthorized access or use of RPSL technologies, Jio Prime Partner Account, Settlement Account or the information contained therein or any claims from any consumer purchasing or proposed to purchase any goods and/ or services from the Jio Prime Partner.
    2. 25.2      In the event that any Party breaches this Agreement, in addition to any other remedies provided pursuant to this Agreement or applicable law, the non-breaching Party will be entitled to recover from the breaching Party only the actual and direct damages that the non-breaching Party incurs on account of such breach. Notwithstanding any other provision of this Agreement, in no event, either Party, a Party’s direct or indirect subsidiaries, affiliates, agents, employees or representatives be liable for (i) any indirect, incidental, special, punitive, exemplary or consequential damages of any kind in connection with or arising out of this Agreement, or (ii) any lost profits, any loss of revenue or any compensation for anticipated sales or the cost of procurement of substitute services or for any costs, expenses, expenditures, investments or other commitments made in reliance upon or otherwise in connection with or arising out of this Agreement, under statute, in equity, at law or otherwise, whether or not the Party has been advised of the possibility of such damage.
    3. 25.3       The total liability of RPSL under this Agreement shall not be more than Rs. 1000/- (Rs. One thousand only).

  26. GOVERNING LAW

    1. This Agreement shall be governed by the laws of India. The courts in Mumbai shall have exclusive jurisdiction.

  27. DISPUTES

    1. Any Dispute arising out of or in connection with the Agreement shall be amicably settled at the first instance by mutual discussions and negotiations. In the event the dispute is not resolved within 30 (thirty) days then any Party may refer the same to the arbitration of single arbitrator to be appointed mutually by the Parties. The provisions of the Arbitration and Conciliation Act, 1996 shall be applicable to such arbitration or any enactment of statutory modification thereof. The arbitration proceedings shall be in the English language. The place of arbitration shall be Mumbai. The award of the arbitral tribunal shall be final and binding upon the Parties and no appeal against the same shall lie to any court. Notwithstanding the foregoing, either Party may bring an action before the courts in Mumbai of appropriate jurisdiction for interim injunctive relief. Jio Prime Partner agrees and acknowledges that RPSL shall not be made party to any dispute with Consumer/card holder/ any other consumer which is in connection with/ over services rendered and/ or goods sold by the Jio Prime Partner and the Jio Prime Partner agrees to indemnify RPSL from any loss, cost, compensation etc. arising out of the disputes with the Consumer.

  28. RIGHT TO AMEND

    1. These Terms and conditions/Agreement may be amended by RPSL by publishing the revised Agreement, amendments, modifications, additions to the Agreement on the Website of RPSL or by communicating the same to the Jio Prime Partner through email or letter correspondence. Continued use of the Services by Jio Prime Partner shall be treated as acceptance of the revised Agreement/amendments/modifications to terms by the Jio Prime Partner.

  29. ASSIGNMENT

    1. RPSL may assign this Agreement to third parties without giving any notice and assigning any reason to the Jio Prime Partner whereas Jio Prime Partner may assign this Agreement by giving 30 day’s notice to RPSL.

  30. OTHER PROVISIONS

    1. The Agreement does not limit any rights that RPSL may have under trade secret, copyright, patent, or other laws. RPSL’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. No waiver of any term in this Agreement shall be deemed as a further or continuing waiver of such term or any other term.

  31. FORCE MAJEURE

    1. Notwithstanding the provisions of this Agreement, Jio Prime Partner shall not be eligible for liquidated damages, damages or any cost or termination for default against RPSL, if and to the extent that the delay in performance or other failure to perform its obligations under the contract is the result of an event of Force Majeure. If a Force Majeure situation arises, RPSL shall as soon as reasonably possible notify the Jio Prime Partner in writing of such conditions and the cause thereof. Unless otherwise directed by the Jio Prime Partner in writing, RPSL shall continue to perform its obligations under the Agreement as far as reasonably practical, and shall seek all reasonable alternative means for performance not prevented by the Force Majeure event. Jio Prime Partner may terminate this contract, by giving a written notice of minimum 30 days to RPSL, if as a result of Force Majeure, RPSL being unable to perform a material portion of the Services for a period of more than two months.

  32. SEVERABILITY

    1. Where any particular term or provision of this Agreement is determined under applicable law to be un-enforceable, such un-enforceable term(s) shall be severed from and will not affect any other terms and conditions. RPSL reserves the right to substitute any such un-enforceable term or provision with a suitable and enforceable provision at its sole discretion.

  33. DECLARATION

    1. The person accepting/executing/signing these terms and conditions on behalf of Merchant (“Authorised Person”) agrees and declares as under-


    1. 33.1       Authorised Person agrees and confirms that the Authorised Person is duly authorised representative of the JioPrime Partner and signing on behalf of the Jio Prime Partner.
    2. 33.2       Authorised Person is legally empowered by and duly authorised as the Authorised Person , to accept these JioPrime Partner terms and conditions.
    3. 33.3       The Jio Prime Partner is duly authorised under law to undertake all activities and assume all duties, responsibilities and obligations as Jio Prime Partner.
    4. 33.4       The digital copy of the proof documents, furnished by me and/or enclosed herewith, for establishing Jio Prime Partner identity, address and business (and which may include, for the purposes of establishing proof of bonafide business of Jio Prime Partner, the latest invoices placed on Jio Prime Partner by the supplier establishment recognized by RPSL) are true, complete and accurate in all respects.
    5. 33.5      To the extent that any of the proof documents furnished require renewals and/or re-authentication/attestation or where any further documents become necessary for submission, the Jio Prime Partner assumes complete responsibility for obtaining and submitting the same.
    6. 33.6      In case, any of the above information or documents are found to be insufficient, false, untrue, misleading and/or misrepresenting, the Jio Prime Partner assumes sole responsibility and liability for any and all ensuing consequences.
JioPrime Partner Device & Services
  1. IMPORTANT. READ CAREFULLY:

    1. 1.1       These terms and conditions (" EULA ") shall form an integral part of the application form and is a legal agreement between retail Jio Prime Partners (whether an individual or a legally recognised entity) involved in trade of goods and/or services across the territory of India (“Jio Prime Partner”) and Reliance Retail Limited, whether acting for itself and/or on behalf of any of its affiliate companies and/or its third party suppliers and/or its licensors and/or service providers (collectively “Reliance”), for the use of:

      1. 1.1.1     Any mobile phone, pin pad device, point of sale device or any other devices including but not limited to printers etc. where such device is provided by Reliance to the Jio Prime Partner with appropriate software, including any and all associated media and online or electronic documentation thereto, forming part of such device (whether pre-embedded or otherwise) and provided by Reliance to the Jio Prime Partner (“Device”);
      2. 1.1.2    Platform, including but not limited to the mobile app/wallet/website/tablet/desktop or any other digital mode and/or operating system as provided by Reliance, on which the Jio Prime Partner may avail the Services (“Platform”);
      3. 1.1.3      Services stipulated under this EULA and provided through the Device using the Platform (“Services”).
    2. 1.2        Reliance may, at its sole discretion, authorise such persons from time to time, to carry out all or any of its rights, duties and obligations under this EULA and any reference to “Reliance” under this EULA shall be construed to mean and include any such persons duly authorised and so acting on behalf of Reliance.
    3. 1.3      BY USING THE DEVICE OR THE SERVICES, THE JIO PRIME PARTNER ACCEPTS THE TERMS OF THIS EULA. IF THE JIO PRIME PARTNER DOES NOT ACCEPT THESE TERMS, THE JIO PRIME PARTNER SHOULD NOT USE THE DEVICE OR THE PLATFORM OR THE SERVICES.

  2. DEFINITIONS

    1. 2.1      “ Consumer " shall mean the end-consumer who shall make payments to the Jio Prime Partner by using the Services.
    2.             “Jio Prime Partner Locations ” shall mean all locations where the Device and/or Services are provided by Reliance and/or where any payment or transaction settlement services provided through Reliance Payment Solutions Limited (“RPSL”) using the Device (“Payment Services”) are recognised as a payment method for the sale of goods and/or services by the Jio Prime Partner and includes without limitation: (i) Jio Prime Partner’s website, (ii) retail outlets/ physical stores of Jio Prime Partner (through the Device or otherwise); (iii) Jio Prime Partner’s mobile application; and (iv) servers/ backend servers/ websites of a Jio Prime Partner used for authentication of Transactions undertaken through Platform for payment to such Jio Prime Partner.
    3. 2.2         “ Third Party Services ” shall mean the third party services made available by Reliance on the Platform including but not limited to Jio Payments Bank.
    4. 2.3         “ Transactions ” shall mean any transaction initiated or performed between a Jio Prime Partner and Consumer utilising the Services on the Platform.

  3. GRANT OF RIGHTS

    1. 3.1       Reliance hereby grants the right to the Jio Prime Partner to use the Device for a monthly fees or any other installation charges as may be specified by Reliance from time to time. Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership or interest including rights of any intellectual property in or of the Device in favour of the Jio Prime Partner.
    2. 3.2        The Jio Prime Partner shall be entitled to avail the Services and the Platform offered by Reliance subject to the Jio Prime Partner’s strict adherence to the terms of this EULA. Notwithstanding the foregoing, the Jio Prime Partner acknowledges and agrees that the use of the Device and/or Platform shall be subject to such additional terms and conditions and privacy policy as may be applicable thereto and provided at www.relianceretail.com, including any updations thereto from time to time. For avoidance of doubt, this EULA shall be in addition to and not in derogation of any terms and conditions and privacy policy applicable to the Device and/or Platform. The said terms and conditions and the privacy policy applicable shall be read into and shall form an integral part of this EULA.
    3. 3.3        Reliance reserves all rights not expressly granted by it to the Jio Prime Partner under this EULA. All title, copyright and other intellectual property rights in the Device, Services and the Platform shall continue to vest with the respective owners thereof and no ownership, right, title or interest is transferred or contemplated to be transferred in any manner whatsoever to the Consumer under this EULA save and except to a limited right of use as contemplated herein-under.

  4. JIO PRIME PARTNER ACCOUNT AND ONBOARDING

    1. 4.1       For availing the Device and Services, the Jio Prime Partner hereby expressly consents and agrees to provide all information, including KYC documents required by Reliance, to Reliance and/or such authorised agent of Reliance, as may be determined by it, from time to time.
    2. 4.2       Without prejudice to the foregoing, where such authorised agent of Reliance is RPSL, the Jio Prime Partner hereby expressly consents and agrees to RPSL sharing with Reliance, all information, including KYC documents furnished by the Jio Prime Partner to RPSL for availing Payment Services.
    3. 4.3        Jio Prime Partner hereby acknowledges and agrees that all the documents and details provided by the Jio Prime Partner to Reliance in terms of Clause 4.1 and/or 4.2 are true, accurate and complete and it shall indemnify and keep Reliance indemnified from any and all losses, damages, costs (including legal costs), interests, penalties, expenses and/or any other consequences of any nature whatsoever, whether arising out of and/or related to and/or in connection with any information furnished by the Jio Prime Partner. Reliance hereby reserves the right to require Jio Prime Partner to submit the original documents for verification as and when required.
    4. 4.4         Jio Prime Partner hereby acknowledges, agrees and consents that any details, documents and other information of the Jio Prime Partner, including but not limited to KYC documents and any transaction data pertaining to such Jio Prime Partners, provided by and/or derived from the Jio Prime Partner in the course of availing Services under this EULA, may be shared by Reliance with any of its principals, licensors, authorised representatives, affiliates and service providers for the purposes of and/or in the course of provision of Services under this EULA.

  5. DEVICE

    1. 5.1       The Jio Prime Partner hereby expressly agrees and consents for installation of the Device at the Jio Prime Partner Location and undertakes that it has obtained all the necessary approvals for installation of Devices at the Jio Prime Partner Location to enable provision of Services.
    2. 5.2         The Jio Prime Partner shall be solely responsible for the Device at all times and shall be solely liable for any use thereof and/or any damage or loss thereto, including but not limited to any claims, including third party claims, arising out of the Jio Prime Partner’s negligence and/or misuse of the Device.
    3. 5.3         The Jio Prime Partner agrees to return the Device to Reliance as and when demanded by Reliance in writing.

  6. SECURITY DEPOSIT AND RENT FOR THE DEVICE

    1. 6.1      The Jio Prime Partner agrees to pay to Reliance, such non-interest bearing security deposit as determined by Reliance, for the use of the Device. (“Security Deposit” or “Deposit”).
    2. 6.2         The Security Deposit shall be deposited by the Jio Prime Partner at such time and in such form and manner as may be stipulated by Reliance.
    3. 6.3         The Jio Prime Partner acknowledges and agrees that the Security Deposit shall be obtained from the Jio Prime Partner only to secure the proper handling of the Device and its safe return by the Jio Prime Partner to Reliance.
    4. 6.4         The Jio Prime Partner shall be responsible to pay to Reliance, monthly rent as determined by Reliance, from time to time, for use of the Device. The parties agree that monthly rental or any fess shall be communicated to the Jio Prime Partner vide letter correspondence or email or on Jio Prime Partner website or any other platform.
    5. 6.5         The Jio Prime Partner acknowledges and agrees that Reliance shall, without prejudice to its rights and remedies under law or in equity, have a right of lien over the Security Deposit for satisfaction of all the obligations herein, including any payment obligations, by the Jio Prime Partner.
    6. 6.6         Device Fees

    7.               Subscription fee for JioPrime Partner Handheld, Product: POS Machine

    8.   Sr.No   Category  Charges*
       1 Refundable Security Deposit ₹ 5,000 (Per Point of sale Handheld)
       2 Recurring Monthly subscription fee ₹ 300 (Per Point of sale Handheld)
    9. *Applicable taxes extra

  7. REFUND OF THE SECURITY DEPOSIT

    1. 7.1       Upon termination of this EULA in terms of Clause 12 or upon any demand for return of the Device in writing as may be made by Reliance in terms of Clause 5.3, Reliance shall refund the Security Deposit to the Jio Prime Partner subject to the Jio Prime Partner adhering to the following conditions of return of the Device:

      1. 7.1.1       The Jio Prime Partner shall ensure that the Device is returned in good working condition to the satisfaction of Reliance;
      2. 7.1.2     The Jio Prime Partner shall ensure that any and all data or other information of the Jio Prime Partner on the Device is deleted and purged with prior written intimation to Reliance before returning the Device;
      3. 7.1.3      The Jio Prime Partner shall ensure that the SIM card in the Device has been removed; and
      4. 7.1.4      The Jio Prime Partner has paid all rentals and other monies payable by the Jio Prime Partner under this EULA and/or the Payment Services availed using the Device;
      5. 7.1.5      The Jio Prime Partner complies with any other terms and conditions as may be stipulated by Reliance for return of the Device under this EULA or as may be otherwise communicated by Reliance to the Jio Prime Partner.

  8. PAYMENT SERVICES

    1. 8.1       The Jio Prime Partner may avail Payment Services provided by RPSL through the Device, in accordance with such terms and conditions as may be stipulated by RPSL from time to time.
    2. 8.2        The Jio Prime Partner acknowledges and agrees that Reliance is merely facilitating Payment Services through the Device and is not responsible or liable therefore, in any manner, whatsoever.
    3. 8.3     The Jio Prime Partner further agrees to indemnify and keep Reliance, including its affiliates, associates, licensors, agents and service providers, indemnified from any claims, losses, damages, penalties, interest, costs and consequences arising from and/or relating to and/or in connection with the Jio Prime Partner’s use of Payment Services through the Device.

  9. SERVICES:

    1. 9.1         The Services provided by Reliance to the Jio Prime Partner under this EULA shall include the following:
      1. 9.1.1       Couponing
        1. 9.1.1.1   The Jio Prime Partner may provide various product and/or services of different companies (collectively, “Brands” or individually, “Brand”) for sale at the Jio Prime Partner Location under a separate arrangement between Jio Prime Partner and such Brands. However, the Jio Prime Partner acknowledges and agrees that such Brands may, at their discretion, offer various discount coupons/vouchers/schemes separately to the Consumers (“Brand Coupons”) through the Platform as may be determined by Reliance from time to time (“Couponing Platform”).
        2. 9.1.1.2   Jio Prime Partner shall accept and redeem all valid Brand Coupons presented by a Consumer to the Jio Prime Partner for redemption.
        3. 9.1.1.3   Jio Prime Partner hereby acknowledges and agrees that the Jio Prime Partner shall be solely responsible and liable for all claims, disputes, liabilities, costs and expenses arising out of and/or relating to and/or in connection with the goods and services of the Brand, including matters pertaining to quality and quantity of such goods and services and the Jio Prime Partner hereby agrees to indemnify and keep Reliance, including its principals, licensors, affiliates, associates, representatives, agents and service providers, indemnified from all claims, losses, damages, penalties, interest, costs and consequences arising therefrom and/or relating thereto and/or in connection therewith, at all times.
        4. 9.1.1.4   Jio Prime Partner acknowledges and agrees that Reliance is merely facilitating the redemption of the Brand Coupons through the Platform and shall not be responsible for any issues and/or disputes in relation to the Brand Coupons and the redemption and/or discount amount to be paid by Brand to the Jio Prime Partner under each Brand Coupon.
      2. 9.1.2       Invoicing Facility
        1. 9.1.2.1   For availing the invoicing service, the Jio Prime Partner shall furnish particulars of the Transaction performed on the Platform, including but not limited to the mobile number of the Customer, in the designated facility made available by Reliance on such Platform, at all times (“Invoicing Facility”).
        2. 9.1.2.2   The Jio Prime Partner acknowledges and agrees that Reliance shall not be responsible or liable in any manner whatsoever for sending the invoice to the Consumer in case the mobile number entered by the Jio Prime Partner in the Invoicing Facility on the Platform is incorrect and the Jio Prime Partner hereby agrees to indemnify and keep Reliance, including its affiliates, associates, licensors, agents and service providers, indemnified from all claims, losses, damages, penalties, interest, costs and consequences arising therefrom and/or relating thereto and/or in connection therewith, at all times.
        3. 9.1.2.3   The Jio Prime Partner agrees that the tax rate/category/slab to be charged to the Consumer for product/services provisioned in the Platform are available merely for convenience of the Jio Prime Partner. The Jio Prime Partner shall be required to verify and apply the applicable tax rate/category/slab in compliance with the applicable laws before generating any invoice/bill for the Consumer. The Jio Prime Partner shall be solely liable and responsible if a Consumer raises any issues/dispute in relation to wrong tax amount being mentioned on the said bill/invoice by the Jio Prime Partner. For the sake of the clarity, the Jio Prime Partner shall be responsible to verify and add tax applicable to purchases made by a consumer, in the invoice/bill at all times, irrespective of whether a tax rate/category/slab is provisioned in the Platform or not and Reliance shall, under no circumstances, be responsible or liable therefor. It shall be sole responsibility and liability of the Jio Prime Partner, at all times, to comply with all applicable tax laws in generating any invoice/bill using the Invoicing Facility.
        4. 9.1.2.4  Reliance may enable provisioning of maximum retail price (“MRP”) or sale price of the product and/or services of the Brands in the Platform for the convenience of the Jio Prime Partner. The Jio Prime Partner agrees that the said MRP or sale price provisioned in the Platform may vary with the actual price of the product and/or services as mentioned on such product and/or services of the Brands, due to changes in the price by the manufacturer and/or service provider. The Jio Prime Partner shall ensure that it verifies and modifies wherever necessary, the MRP and/or sale price of the product and/or services as provisioned in the Platform before generating the bill/invoice. Reliance shall not be responsible if the Jio Prime Partner fails to correct the said MRP and/or sale price. The Jio Prime Partner agrees that it shall not charge a price more than the MRP to the Consumer for any product and/or services. Reliance shall, under no circumstances, be responsible or liable for matters relating to MRP and/or sale price, including but not limited to any applicable discounts and/or invoicing above the MRP, and it shall be the sole responsibility and liability of the Jio Prime Partner to resolve any and all such matters, including any disputes or claims that a Consumer may raise with respect thereto.
        5. 9.1.2.5  Reliance has or may enter into agreements with GST application service providers, GST Suvidha providers and/or any other service providers in connection with and/or relating to the Invoicing Facility (“Invoicing Partners”). The Jio Prime Partner acknowledges and agrees that the services provided by the Invoicing Partners to the Jio Prime Partner, whether directly or indirectly through Reliance, are subject to applicable terms and conditions that are binding on the Jio Prime Partner. The Jio Prime Partner hereby acknowledges, agrees and consents to Reliance furnishing any and all such information as may be required by the Invoicing Partners from time to time.
        6. 9.1.2.6   The Jio Prime Partner hereby further acknowledges, agrees and consents to Reliance for receiving and/or utilising any and all such information as may be shared between the Jio Prime Partner and the Invoicing Partners, for the purposes of provision of Services.
      3. 9.1.3       Marketing Communication to the Consumer:
        1. 9.1.3.1  The Jio Prime Partner may avail facility to communicate with Consumer through the Platform only (“Communication Facility”) for the purposes of marketing and promotion of goods and/or services provided by the Jio Prime Partner (“Marketing Communication”).
        2. 9.1.3.2   For the purposes of availing the Communication Facility, the Jio Prime Partner shall submit the details of the Consumer on the Platform in such form and manner as may be required by the Platform.
        3. 9.1.3.3   The Jio Prime Partner acknowledges and agrees that Marketing Communication to a Consumer shall be undertaken only upon the Jio Prime Partner availing an express and explicit consent of such Consumer to receive such Marketing Communication. The Jio Prime Partner acknowledges and agrees that the Jio Prime Partner shall be solely responsible for availing any such consent of a Consumer and comply with all requirements related thereto under applicable law.
        4. 9.1.3.4  The Jio Prime Partner acknowledges and agrees that Reliance may, at any time, without prior notice to Jio Prime Partner, restrict or suspend or discontinue the Communication Facility or any part thereof and/or the Marketing Communication or any part thereof.
        5. 9.1.3.5   The Jio Prime Partner shall implement all necessary measures as may be recommended by Reliance and/or required under applicable law from time to time and make available to Consumers, at all times, the option to discontinue receiving any Marketing Communication at any time and upon such discontinuance, the Jio Prime Partner shall forthwith discontinue sending such Marketing Communication to such Consumer.
        6. 9.1.3.6   The Jio Prime Partner shall not use name, trademark, trade name or any other intellectual property provided by Reliance in terms of this EULA in any Marketing Communication with the Consumer, except in the manner as expressly permitted by Reliance.
        7. 9.1.3.7   The Jio Prime Partner agrees to indemnify and keep Reliance, including its principals, licensors, affiliates, associates, representatives, agents and service providers, indemnified from all claims, losses, damages, penalties, interest, costs and consequences arising from and/or relating to and/or in connection with Marketing Communication, including but not limited to any subscription and/or discontinuance by a Consumer of Marketing Communication, at all times.
      4. 9.1.4       Sale Purchase Facility
        1. 9.1.4.1   The Jio Prime Partner may avail the facility through the Platform wherein Consumer may place order(s) with the Jio Prime Partner and the Jio Prime Partner may sell its products and/or services to the Consumer (“Sale Purchase Facility”).
        2. 9.1.4.2  The Consumer may place order for the goods and/or services provided by the Jio Prime Partner using the Sale Purchase Facility. Once the order is placed by the Consumer, the Jio Prime Partner shall accept or reject the order immediately so that in case if the Jio Prime Partner rejects the order, the Consumer may get sufficient time to place its order with any other Jio Prime Partner. The Jio Prime Partner shall be solely responsible for resolving disputes of the Consumer if the order is rejected by the Jio Prime Partner. For the sake of clarity the Jio Prime Partner agrees that Jio Prime Partner shall never reject the order and/or the supply of goods and/or services if the goods and/or services are readily available with the Jio Prime Partner after getting order from the Consumer.
        3. 9.1.4.3   The Jio Prime Partner shall make communication with the Consumer in relation to goods and/or services ordered by the Consumer at its own cost and consequences.
        4. 9.1.4.4   The Jio Prime Partner shall ensure that it shall deliver goods and/or services to the Consumer, at the sole costs, expenses and consequences of the Jio Prime Partner, in accordance with the order as placed by the Consumer. It shall be sole responsibility of the Jio Prime Partner to fulfil the order of the Consumer and update status of order to the Consumer in the Sale Purchase Facility. In case of any change in order, the Jio Prime Partner shall be responsible for contacting and informing the Consumer of the same and/or to resolve any and all related Consumer queries, concerns and claims.
        5. 9.1.4.5   The Jio Prime Partner shall ensure availability of goods and/or services that it represents as being provided at Jio Prime Partner Locations and/or stores and ensure prompt delivery of such goods and/or services as ordered by the Consumer in accordance with such time commitments as made to the Consumer.
        6. 9.1.4.6   It shall be sole responsibility of the Jio Prime Partner to update its list of goods and/or services including prices on the Sale Purchase Facility. If any goods and/or services provided by the Jio Prime Partner are not available, the Jio Prime Partner shall ensure that it shall remove the same from the Sale Purchase Facility. Without prejudice to the foregoing, Reliance may modify/add/alter/replace any incorrect goods/product/service image added/uploaded by the Jio Prime Partner on the Sale Purchase Facility, without any liability towards the Jio Prime Partner or the Consumer.
      5. 9.1.5       Jio Prime Partner Supply Facility
        1. 9.1.5.1  The Jio Prime Partner may avail the facility through the Platform wherein a Jio Prime Partner (“Ordering Jio Prime Partner”) may place order(s) with another Jio Prime Partner (“Supplying Jio Prime Partner”) and the Supplying Jio Prime Partner may sell its products and/or services to the Ordering Jio Prime Partner (“Jio Prime Partner Supply Facility”).
        2. 9.1.5.2   The Ordering Jio Prime Partner may place order for the goods and/or services provided by the Supplying Jio Prime Partner using the Jio Prime Partner Supply Facility. Once the order is placed by the Ordering Jio Prime Partner, the Supplying Jio Prime Partner shall accept or reject the order immediately so that in case if the Supplying Jio Prime Partner rejects the order, the Ordering Jio Prime Partner may get sufficient time to place its order with any other Supplying Jio Prime Partner. The Supplying Jio Prime Partner shall be solely responsible for resolving disputes of the Ordering Jio Prime Partner if the order is rejected by the Supplying Jio Prime Partner. For the sake of clarity the Supplying Jio Prime Partner agrees that the Supplying Jio Prime Partner shall never reject the order and/or the supply of goods and/or services if the goods and/or services are readily available with the Supplying Jio Prime Partner after getting order from the Ordering Jio Prime Partner.
        3. 9.1.5.3   The Supplying Jio Prime Partner shall make communication with the Ordering Jio Prime Partner in relation to goods and/or services ordered by the latter, at its own cost and consequences.
        4. 9.1.5.4    The Supplying Jio Prime Partner shall ensure that it shall deliver goods and/or services to the Ordering Jio Prime Partner, at the sole costs, expenses and consequences of the Supplying Jio Prime Partner, in accordance with the order as placed by the Ordering Jio Prime Partner. It shall be sole responsibility of the Supplying Jio Prime Partner to fulfil the order of the Ordering Jio Prime Partner and update status of order to the Ordering Jio Prime Partner in the Jio Prime Partner Supply Facility. In case of any change in order, the Supplying Jio Prime Partner shall be responsible for contacting and informing the Ordering Jio Prime Partner of the same and/or to resolve any and all related Ordering Jio Prime Partner queries, concerns and claims.
        5. 9.1.5.5   The Supplying Jio Prime Partner shall ensure availability of goods and/or services that it represents as being provided at Jio Prime Partner Locations and/or stores and ensure prompt delivery of such goods and/or services as ordered by the Ordering Jio Prime Partner in accordance with such time commitments as made to the Ordering Jio Prime Partner.
        6. 9.1.5.6   It shall be sole responsibility of the Supplying Jio Prime Partner to update its list of goods and/or services including prices on the Jio Prime Partner Supply Facility. If any goods and/or services provided by the Supplying Jio Prime Partner are not available, the Supplying Jio Prime Partner shall ensure that it shall remove the same from the Jio Prime Partner Supply Facility. Without prejudice to the foregoing, Reliance may modify/add/alter/replace any incorrect goods/product/service image added/uploaded by the Supplying Jio Prime Partner on the Jio Prime Partner Supply Facility, without any liability towards the Supplying Jio Prime Partner or the Ordering Jio Prime Partner.
      6. 9.1.6    Reliance may provide such logo and other such trademarks and marketing material to the Jio Prime Partner for displaying the same at the Jio Prime Partner Location.
      7. 9.1.7      The Jio Prime Partner agrees that it has given express consent to Reliance to send the commercial and/or promotional messages in relation to the Platform or any product and/or services of Reliance and/or its affiliates, associates and authorised service providers to the mobile number registered by the Jio Prime Partner with Reliance.
    2. 9.2        The Jio Prime Partner acknowledges and agrees that Reliance may provide facilities and services other than those specified in Clauses 9.1, from time to time, which may be subject to such terms and conditions as may be stipulated by Reliance therefor. Any and all such facilities and services, including the terms and conditions applicable therefor, once made available and accepted by the Jio Prime Partner, shall be deemed to be incorporated by reference into this EULA and shall be treated as an integral part of this EULA. Upon incorporation, the expression “Services” as defined under this EULA shall be deemed to include any such facility and/or service as may be availed by the Jio Prime Partner.
    3. 9.3        The Jio Prime Partner acknowledges and agrees that Reliance is merely facilitating provision of Services through the Platform and shall not be responsible and liable for any Transaction performed in the course of availing Services. The Jio Prime Partner hereby agrees to indemnify and keep Reliance, including its principals, licensors, affiliates, associates, representatives, agents and service providers, indemnified from any and all claims, losses, damages, penalties, interest, costs and consequences arising from and/or relating to and/or in connection with Services, including Transactions performed.
    4. 9.4      The Jio Prime Partner acknowledges and agrees that Services shall be provided by Reliance either by itself or in its capacity as a duly authorised agent/correspondent/service provider of such of its affiliate companies and/or third party service provider duly authorised under applicable law to provide such Services and as such, the provision of Services shall be subject to such terms and conditions as may be stipulated by such affiliate companies and/or third party service providers, from time to time. Reliance shall endeavour to notify any such terms and conditions (excluding any updations thereto) to the Jio Prime Partner. The Jio Prime Partner acknowledges and agrees that such terms and conditions, which may be updated by such affiliate companies and/or third party service providers from time to time, shall be deemed to be incorporated by reference into this EULA.
    5. 9.5         The Jio Prime Partner shall be responsible to pay to Reliance, monthly rent as determined by Reliance, from time to time, for Services (including the use of the Platform).

  10. JIO PRIME PARTNER OBLIGATIONS

    1. 10.1      The Merchant hereby agrees, undertakes and covenants to do the following: (a) be responsible for the cost of any electricity consumed by Device and data-line charges, if any; (b) retain in its possession and for its exclusive use the Device and not sell, assign, transfer, lease or otherwise dispose-off the Device; (c) not alter or otherwise tamper with the Device;
    2. 10.2     In the course of provision of the Services, Reliance shall rely on the request for the Transaction and shall consider that the request: (a) which has originated from the Jio Prime Partner has been duly authorized by Jio Prime Partner; (b) which has originated from the Consumer has been duly authorized by the Consumer. Reliance shall not be liable or responsible in any manner whatsoever for any losses or damages caused to the Jio Prime Partner and/or Consumer and/or any person whatsoever as a result of any such request being unauthorized, inaccurate or fraudulent.
    3. 10.3    The Jio Prime Partner shall ensure that there is no breach of security and integrity of the link between the Platform and the Device (including the Software).
    4. 10.4      Jio Prime Partner shall ensure that it has all necessary infrastructure and facilities at Jio Prime Partner Location to provide goods and/or services to the Consumer.
    5. 10.5       Jio Prime Partner shall not collect and shall not request the Consumer to share any sensitive personal information, including but not limited to, passwords, account number and PIN for providing the Services during a Transaction by the Consumer.
    6. 10.6       The Jio Prime Partner hereby agrees that it shall co-operate with Reliance and/or any regulatory body/legal authority/ payment network/acquirer in respect of any issues arising out of a breach or potential breach of security in relation to the holding of any data and in relation to the Services.
    7. 10.7      The Jio Prime Partner hereby acknowledges and agrees that it shall use the Services, Platform and the Device only for the purposes captured in this EULA. It shall not use the Services, Platform and the Device for any other business operated in the same Jio Prime Partner Location.
    8. 10.8     Jio Prime Partner acknowledges and agrees that if the Jio Prime Partner has opened more than one Jio Prime Partner account with Reliance for its business, Reliance shall have right to set-off amounts from any of such account of any of the business of the Jio Prime Partner for the recovery of the amounts due from any other account of such Jio Prime Partner.

  11. USE OF INTELLECTUAL PROPERTY RIGHTS

    1. 11.1       The Jio Prime Partner hereby acknowledges and agrees that Reliance may use Jio Prime Partner’s logos, service marks and its trade marks on a non‐exclusive, royalty‐free, license for displaying it on any of the marketing material of Reliance, in the list of Jio Prime Partners or to represent the Jio Prime Partner as a Jio Prime Partner of Reliance.
    2. 11.2    Save and except to the extent as expressly permitted by Reliance in writing and subject to such use being restricted only to such purposes as contemplated under this EULA, the Jio Prime Partner shall not use any trademarks, logos, service marks or intellectual property provided by Reliance under this EULA, without the express written consent of Reliance.

  12. TERMINATION

    1. 12.1       This EULA is effective until terminated in terms of this EULA.
    2. 12.2     Reliance reserves the right to withdraw at any time, and from time to time, the Device and/or Services and/or Platform or any part thereof, at its sole discretion, for any or no reason whatsoever without any demur, protest or objection from the Jio Prime Partner.
    3. 12.3       The Jio Prime Partner’s rights under this EULA shall terminate automatically without notice from Reliance, if the Jio Prime Partner fails to comply with any of the terms and conditions of this EULA. Upon termination of this EULA, the Jio Prime Partner shall be obligated to forthwith cease all use of the Device, Services and Platform.
    4. 12.4     Upon termination of this EULA, the Jio Prime Partner shall return the Device within 5 (five) days of such termination and upon return of the Device in accordance with the terms of this EULA, Reliance shall repay the Deposit subject to compliance by the Jio Prime Partner with conditions provided in Clause 7.

  13. WARRANTY:

    1. 13.1      THE DEVICE, PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND FROM RELIANCE, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, RELIANCE. DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE JIO PRIME PARTNER FROM RELIANCE OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY RELIANCE OF WARRANTY REGARDING THEDEVICE , OR TO CREATE ANY WARRANTY OF ANY SORT FROM RELIANCE.

  14. THIRD-PARTY APPLICATIONS

    1. 14.1       Third party products, software, services, applications, including but not limited to Third Party Services, may be included with, or downloaded in the course of the Jio Prime Partner availing the Device, Platform and/or Services. Notwithstanding anything to the contrary stated in this EULA, Reliance makes no representations whatsoever about any such third party products, software, services and applications. Since Reliance has no control over such products, software, services and applications, the Jio Prime Partner acknowledges and agrees that Reliance is not responsible for the availability of such products, software, services and applications and is not responsible or liable for any content, advertising, products, services, or other materials on or available from such third parties. The Jio Prime Partner expressly acknowledges and agrees that use of such third party products, software, services and applications is at the Jio Prime Partner’s sole risk and that the entire risk of unsatisfactory quality, performance, accuracy and effort is with the Jio Prime Partner. The Jio Prime Partner acknowledges and agrees that the use of any such third party products, software, services and applications is governed by such third party terms of use, license agreement, privacy policy, or other such agreement and that any information or personal data that the Jio Prime Partner provides, whether knowingly or unknowingly, to such third parties, will be subject to such third party privacy policy, if such a policy exists.

  15. SUPPLIER INFORMATION

    1. 15.1       Reliance shall not be responsible or liable in any manner whatsoever for updating and/or maintaining any information in relation to the supplier of the goods and/or services of the Jio Prime Partner. The Jio Prime Partner shall ensure to update all the information of the supplier in the Platform and shall keep it always updated.
    2. 15.2       The Jio Prime Partner shall be solely liable and responsible for dealing with any disputes by and/or with supplier in relation to the goods, services including but not limited to warranty, wrong invoicing, quality of goods/services etc.
    3. 15.3       Any tax classification for the supplier needs to be added by the Jio Prime Partner with correct location details in the Platform.
    4. 15.4      The Jio Prime Partner shall be responsible to add the correct purchase entries in the Platform. Any transactions made by the Jio Prime Partner with the supplier including the cash transaction which the Jio Prime Partner wish to add to the Platform shall be sole responsibility and liability of the Jio Prime Partner and Reliance shall not be responsible for the same.
    5. 15.5     Reliance shall not be responsible for any discounts/refunds/schemes offered by the goods/services supplier to the Jio Prime Partner/availed by the Jio Prime Partner from the supplier other than the Brand Coupons and it shall be sole liability and responsibility of the Jio Prime Partner.

  16. CONTACT DETAILS

    1. 16.1      The following are the contact details of Reliance, which may be updated by the Company from time to time and made available on the Platform: Email: care@jioprimepartner.com Toll free No.: 1800 891 2345

  17. NO LIABILITY

    1. 17.1       The Jio Prime Partner acknowledges and agrees that, Reliance shall not be liable for any indirect, incidental, special, consequential or exemplary loss or damages, howsoever arising, including loss of data.
    2. 17.2       The Jio Prime Partner acknowledges and agrees that save and except return of the Deposit as per terms herein, Reliance shall not be liable to make any payment or incur or suffer any liability to the Jio Prime Partner, under any circumstances whatsoever.
    3. 17.3        ASSIGNMENT -
      1.              Reliance may assign this EULA and/or any part thereof at its discretion, at any time, to any of its affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Jio Prime Partner. However, the Jio Prime Partner shall not assign this EULA or any part thereof to any party without taking prior written consent of RPSL.

  18. SEVERABILITY

    1. 18.1     Where any particular term or provision of this EULA is determined under applicable law to be un-enforceable, such un-enforceable term(s) shall be severed from and will not affect any other terms and conditions. Reliance reserves the right to substitute any such un-enforceable term or provision with a suitable and enforceable provision at its sole discretion.

  19. APPLICABLE LAW

    1. 19.1       This EULA is governed by the laws of India and Courts in Mumbai shall have exclusive jurisdiction.

  20. DISPUTE RESOLUTION

    1. 20.1      Any claims or disputes arising from and/or relating to and/or in connection with this EULA shall be referred to an arbitration tribunal comprising of three arbitrators, where one Party shall appoint one arbitrator each and the two arbitrators thus appointed shall, in turn, appoint a third arbitrator who shall be the presiding arbitrator, in accordance with the Indian Arbitration and Conciliation Act, 1996 and Rules thereof. The venue of arbitration shall be at Mumbai. The arbitral award shall be final and binding upon both Parties. The language of the arbitration shall be English.