JointPay Merchant Integration Terms and Conditions
This document is an electronic record under the Information Technology Act, 2000, and the rules made thereunder, along with amendments applicable to electronic records in various laws. It is generated by a computer system and does not require any physical or digital signatures.
This document is published in accordance with Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, which requires the publication of rules, regulations, privacy policy, and terms of use for access to or use of the www.jointpay.co.in website.
This Merchant Agreement (“Agreement”) is a legal contract between you (“you” or “your”) and JointPay Private Limited (“JointPay”, “we”, “our” or “us”). It governs your use of JointPay’s services, where we provide payment gateway and related solutions for selling goods/services and/or collecting payments for specified purposes (collectively, the “JointPay Services”).
By using the JointPay Services, you agree to be bound by all rules, guidelines, policies, terms, and conditions related to these services. These are considered an integral part of this Agreement. The Privacy Policy also forms part of this Agreement. We may change, update, or modify any part of this Agreement at our sole discretion without prior notice. You are responsible for reviewing this Agreement periodically to stay informed about updates. Continued use of JointPay Services after any changes means you accept those changes.
This is an important document — please read it carefully before accepting it. It explains your rights, obligations, and certain risks involved in using JointPay Services, along with guidance on safe and secure online transactions.
You are solely responsible for understanding and complying with all laws, regulations, and rules that apply to your business and your use of the JointPay Services in your jurisdiction.
Acceptance of Terms
By clicking the acceptance button, or by accessing, using, or installing any part of the JointPay Service, you acknowledge and agree to be irrevocably bound by this Agreement and all of the terms contained herein. If you do not agree with any of the terms in this Agreement, you must select the option indicating non-acceptance. In such a case, JointPay will immediately terminate any pending association, and you will not be permitted to access, use, or install any part of the Service.
This Agreement will be deemed accepted and shall become valid and binding only after:
JointPay receives the required information from you,
Such information is duly verified by JointPay, and
A confirmation of this Agreement is sent to you by JointPay as outlined in this document.
The Agreement shall be deemed to have been executed, accepted, and formed at the registered office of JointPay Private Limited, located at
14 Second floor, Patti, Pratapgarh, Uttar Pradesh Pratapgarh - 230135 India.
Structure of the Agreement
This Agreement is divided into two parts:
Part One – Sets out the terms and conditions that govern your use of the JointPay Services.
Part Two – Contains additional legal provisions, including limitations of liability and a requirement for individual arbitration in the event of any legal dispute.
To access or use the Services, you must accept and agree to all terms and conditions contained in this Agreement.
1 . DEFINITIONS
Acquiring Banks – Licensed banks/payment providers enabling card/net banking transactions, authentication, authorization, and settlement.
Authentication – Verifying customer identity via Acquiring Banks.
Authorization – Issuer/Card Association approval of a transaction.
Business Days – Days banks are open in India (excluding weekends/holidays).
Card Associations – Visa, MasterCard, Amex, etc., and their rules.
Chargeback – Reversal of a transaction due to fraud, duplication, disputes, etc.
Completion of Transaction – JointPay confirmation of delivery/payment.
Confidential Information – All non-public, proprietary, technical, or business data shared under this agreement.
Customer – Buyer of products/services via your site or app using approved payment modes.
Customer Bank Account / Wallet – Account/card/wallet held with an issuing bank or provider.
Customer Charge – Total amount payable by the customer (price, shipping, taxes).
Delivery / Delivery Due Date – Supplying goods/services to the customer within agreed timelines.
Issuing Institution – Bank or entity issuing cards, accounts, or wallets.
Merchant Bank Account – Your account for settlement payouts.
Merchant Site – Your website or mobile app listed with JointPay .
Mobile Application / SDK – Your app and JointPay integration toolkit.
Net Banking Account – Internet banking account approved by JointPay .
Nodal Account / Nodal Bank – Bank account used to pool customer funds before settlement.
Outstanding Amount – Any dues owed by you to JointPay , banks, or customers.
Payment Mechanism – Modes like cards, net banking, wallets, or other approved methods.
JointPay Account / Site – Merchant account and JointPay website/service platform.
Products – Goods/services sold by you.
Proof of Delivery – Courier or customer confirmation of delivery.
RBI – Reserve Bank of India.
Reserve – Refundable deposit maintained with JointPay .
Settlement Amount – Customer Charge minus service and other fees.
Service Fee – Charges for JointPay services.
Transaction – Customer’s payment order.
Upgraded Mobile Application – Your app integrated with JointPay SDK.
2. REGISTRATION
To use JointPay Services, you must open a JointPay Account by providing accurate, complete, and up-to-date information as required in the registration form. Both individuals and legal entities may register.
For business accounts, you must be duly authorized to act on behalf of the entity, which must have all necessary consents, licenses, and registrations as per Indian laws.
JointPay may verify your details (KYC, bank account, onboarding information) directly or via third parties, and such data may be stored in compliance with applicable laws. Personal details like PAN, mobile number, and ID may be shared with banks and regulators as required for transaction processing.
Providing false, inaccurate, or incomplete information—or failing to meet registration requirements—may result in suspension or termination of your account.
3. ELIGIBILITY
By opening a JointPay Account, you confirm that you:
Are at least 18 years old.
Are an Indian citizen, legal resident, or authorized business entity in India.
Are legally competent to contract under the Indian Contract Act, 1872.
Are not barred from using JointPay Services under Indian or applicable laws.
JointPay Services and accounts can only be used in India and may be subject to export restrictions under Indian laws and regulations.
4. USER NAME & PASSWORD
You must select a clear and descriptive user name that identifies you or your business, as it will appear on customer statements. You will indemnify JointPay for any dispute costs arising from the use of an unclear name.
During registration, you will set a password and are solely responsible for keeping it confidential and for all activities under your account, including those by sub-users.
You must:
Notify JointPay immediately of any unauthorized access or security breach.
Log out after each session.
JointPay is not liable for losses from your failure to secure your account. In ownership disputes over an account, JointPay decision will be final and may include suspension or termination.
5. APPROVAL & REGISTRATION FOR SERVICES
At registration, you must state your exact business category/sub-category and use JointPay Services only through your approved merchant site. Any change in purpose requires written notice and prior approval from JointPay .
To use JointPay and acquiring bank services, you must be approved and registered with JointPay , the acquiring banks, and the nodal bank. You agree to provide all required documents and additional information upon request to verify your identity, business legitimacy, and customer details.
If verification fails, JointPay may refuse or terminate services at any time. JointPay , the acquiring banks, and the nodal bank may withdraw approval before or after services start.
6. OUR RELATIONSHIP WITH YOU
JointPay enables individuals and businesses to accept customer payments on their website or mobile app via valid cards, net banking, and other approved payment methods. We act as an intermediary, linking your merchant site with acquiring banks through our software and payment gateway to:
Route card transactions
Provide net banking facilities
Obtain authorization from card networks and clearing houses
Facilitate settlement of customer payments
Transactions are strictly between you and your customers. We are not a payment system provider under the Payment and Settlement Systems Act, 2007, a bank under the Banking Regulation Act, 1949, or a non-banking financial company under the RBI Act, 1938.
Our relationship is principal-to-principal—not a partnership, joint venture, agency, or employment relationship. JointPay has no ownership, control, or interest in your business or products. We operate independently and have no direct relationship with your customers. You are solely responsible for all customer dealings, and you agree to fully indemnify JointPay and its banking partners from any claims arising from such dealings.
We do not monitor how customers use payment methods; this is entirely their choice and risk. You must clearly inform your customers of this responsibility as per our instructions.
7. OBLIGATIONS TOWARDS ACQUIRING BANKS AND CARD ASSOCIATIONS
By using the services of acquiring banks and card associations, you agree to comply with all applicable rules, guidelines, instructions, and requests issued by them from time to time. These organizations may, at their sole discretion, impose limitations, restrictions, or conditions on your use of their services.
Acquiring banks may also:
Reverse or reject settlements
Suspend or terminate services
Conduct inspections or inquiries related to transactions
The rules of acquiring banks and card associations form an integral part of this agreement. If your non-compliance results in any fines, penalties, or other charges being levied on JointPay, you agree to fully reimburse us for those amounts immediately.
Failure to meet these obligations may result in suspension of settlements or suspension/termination of JointPay services without prior notice.
8. CONNECTIVITY AND SECURITY OF THE HOTLINK
You are solely responsible, at your own cost, for providing and maintaining all equipment, software, and infrastructure required to connect your merchant site to JointPay’s software application.
You must take all necessary precautions, as directed by JointPay from time to time, to:
Maintain the security and integrity of the link between your merchant site and the Internet Payment Gateway (“Hotlink”)
Ensure that customers are properly directed to the Internet Payment Gateway upon accessing the Hotlink
Implement robust encryption and security measures to protect customer information and other sensitive data from unauthorized access or hacking
You must also comply with:
Security practices prescribed under the Information Technology Act, 2000 and related rules
Relevant RBI guidelines and regulations
Any loss to you, JointPay, or the acquiring bank resulting from a breach of the Hotlink due to inadequate security on your part — including the actions of your employees, contractors, or agents — will be your sole responsibility. You agree to fully indemnify and hold harmless JointPay and the acquiring bank from all resulting claims, damages, or losses.
Additionally, you must regularly check the Hotlink’s integrity at intervals specified by JointPay or the acquiring bank, provide requested reports, and perform required security tests.
9. AUTHORIZATION AND AUTHENTICATION OF TRANSACTIONS
The acquiring bank will authenticate, authorize, and process payment instructions submitted by customers on your merchant site, in accordance with criteria set by the acquiring bank and card associations. Upon successful authorization, the approved customer charge will be transferred from the customer’s bank account or wallet to the designated nodal account.
JointPay, the acquiring bank, and/or the card associations may reject a transaction authorization for any reason, including but not limited to:
Risk management concerns
Suspected fraudulent, illegal, or doubtful transactions
Sale of prohibited or banned items
Use of compromised or blacklisted cards/accounts
Violations of RBI, acquiring bank, issuing institution, or card association rules and applicable laws
As part of risk management, JointPay and/or the acquiring bank may impose transaction limits or restrictions at any time, such as:
Caps on transaction value or monthly volume
Limits on the number of purchases per card or net banking account within a defined period
Rejection of payments from customers with a history of questionable transactions
Blocking of cards, accounts, devices, IP addresses, or transactions from certain geographic locations
JointPay may implement any additional risk mitigation measures it deems necessary, without prior notice.
10. YOUR AUTHORIZATION
By accepting this Agreement, you authorize JointPay to hold, receive, disburse, and settle funds on your behalf. This authorization allows JointPay to initiate electronic fund transfers between the acquiring banks and our nodal account to process each transaction you authorize.
Once funds are received from your customers, you authorize JointPay to transfer the settlement amount to your designated merchant bank account, as provided during your registration.
This authorization will remain in effect until your JointPay account is closed or terminated in accordance with this Agreement.
11. OUR FEES
In consideration for JointPay Services, you agree to pay JointPay the applicable service fees (“Service Fees”). The Service Fees will be deducted by JointPay from the customer charge payable to you for each completed transaction.
JointPay reserves the right to revise the Service Fees periodically and will notify you of any such changes within a reasonable time.
In addition, you agree to pay:
A non-refundable, one-time setup fee, and
An annual maintenance charge, payable in advance each year.
JointPay may deduct such setup fees and annual maintenance charges from the settlement amount payable to you.
If you are granted a license to use the JointPay Mobile SDK, you also agree to pay a royalty (“Royalty”) as applicable.
12. TERMS OF PAYMENT TO MERCHANT
JointPay will instruct its Nodal Bank to transfer the Settlement Amount to your designated bank account within the RBI-prescribed time from the date of completion of the transaction, subject to reconciliation and receipt of funds from the Acquiring Bank.
For certain products or services, completion of a transaction may require:
Receipt of the Customer Charge in the Nodal Account and successful reconciliation, and/or
Submission and confirmation of Proof of Delivery (or deemed confirmation after 3 days).
Refunds and chargebacks are your sole responsibility. You shall indemnify JointPay for any claims, disputes, penalties, or costs arising from such refunds or chargebacks.
JointPay, the Acquiring Bank, and/or the Nodal Bank may reject or withhold settlement for reasons including (but not limited to) unlawful or erroneous transactions, suspected fraud, authentication or authorization failures, non-compliance with rules, delivery issues, or overpayments. In such cases, any credited amounts may be reversed or set-off against future settlements.
Settlement may be delayed or suspended if there is suspected fraud, excessive chargebacks, high refund risk, repeated non-delivery/delayed delivery, or any other reasonable grounds determined by JointPay or its banking partners.
13. RESERVE
JointPay may, at any time, delay or suspend payments to you or require you to maintain a Reserve to secure your payment obligations under this Agreement. This may be required for reasons including, but not limited to: high chargeback risk, credit risk, refund overdraft risk, delivery issues, sale of prohibited items, unpaid maintenance fees, or any other performance concerns related to your use of JointPay services.
If you do not provide the requested Reserve within 7 days of notice, JointPay may suspend or terminate settlements and/or services without further notice. The Reserve may be used to set off any outstanding amounts you owe to JointPay, the Acquiring Banks, or Customers.
If your Settlement Amount and/or Reserve is insufficient to cover your outstanding obligations, you must immediately pay the remaining balance upon request. Interest of 1.5% per month will apply from the date of request until payment is made in full. This is in addition to JointPay’s right to recover losses, costs, and damages by any lawful means. You will also be responsible for all costs of collection, including reasonable legal fees.
14. CHARGEBACKS
14.1 Our Collection Rights for Chargebacks
If a transaction results in a Chargeback, JointPay may:
Withhold the Chargeback amount in a Reserve, and/or
Deduct the Chargeback amount, plus any related fees, fines, or penalties, from your Settlement Amount or Reserve.
If we reasonably believe a Chargeback is likely, we may withhold the potential Chargeback amount from any payments due to you until one of the following occurs:
The Chargeback is confirmed, in which case we will retain the funds.
The period for dispute under applicable laws, regulations, or Card Association Rules expires.
We determine no Chargeback will occur.
If we cannot recover funds for a Chargeback you are liable for, you must immediately pay us the full amount on demand. You are responsible for all recovery costs, including legal fees.
14.2 Excessive Chargebacks
If we determine you have excessive Chargebacks, we may:
Increase processing fees,
Require or increase a Reserve to cover anticipated Chargebacks,
Delay payouts, and/or
Suspend or terminate the Services.
14.3 Contesting Disputed Transactions
If a Chargeback dispute (“Disputed Transaction”) arises, we will notify you. Within 5 days of receiving notice, you must either:
Request that JointPay refund the Customer Charge Amount (“Refund Request”), or
Provide a written explanation with documentary evidence supporting why the dispute is not valid.
If you:
Submit a Refund Request,
Fail to respond within 5 days, or
Contest the dispute without sufficient supporting documents to the satisfaction of JointPay, Acquiring Banks, Card Associations, or Issuing Institutions,
then JointPay may recover the Refund Monies from Settlement Amounts, the Reserve, or future payments to you. If these are insufficient, you must pay the balance immediately.
14.4 Service Fees Non-Refundable
All Service Fees charged by JointPay on confirmed transactions are non-refundable, even if the transaction is later rejected, charged back, refunded, or disputed.
15. DELIVERY
Dispatch of Products
You shall dispatch or render the Products to the Customer only after receiving a transaction confirmation from JointPay .
JointPay will issue such confirmation only upon receiving a transaction confirmation from the Acquiring Bank.
JointPay is not responsible for any Transactions that have not been confirmed by the Acquiring Bank to JointPay .
Proof of Delivery
You must maintain Proof of Delivery for each Transaction made through your Merchant Site for at least one (1) year from the date of delivery.
Proof of Delivery must be available for inspection by JointPay and/or the Acquiring Banks during working hours on Business Days.
JointPay and/or the Acquiring Bank and/or the Nodal Bank may request Proof of Delivery at any time, before or after the settlement of the Settlement Amount to your Bank Account.
If Proof of Delivery is not provided in accordance with this Agreement, JointPay and/or the Acquiring Bank may reverse the Customer Charge amount to the Customer and/or reject payment to you.
Delivery Timelines
You must deliver the Product within the Delivery Due Dates specified at the time of the transaction on the Merchant Site.
If you are unable to deliver all or part of the order within the Delivery Due Date, you must immediately:
a) Notify the Customer, and
b) Initiate a full or partial refund of the Customer Charge as per the Customer’s instructions.
Risk and Disputes
All risks associated with delivery—including delay, non-delivery, quality issues, or merchantability—are solely your responsibility.
Any disputes arising from such issues must be resolved directly between you and the Customer. JointPay and/or the Acquiring Bank will not be a party to such disputes.
16. REFUNDS AND RETURNS POLICY
General Obligation
By using JointPay Services, you agree to process all returns, refunds, and adjustments for Products sold and/or payments collected through your Merchant Site in accordance with:
a) This Agreement,
b) Instructions of the Acquiring Banks, and
c) Applicable Card Association Rules.
No refund will be processed by JointPay after 180 days from the date of the original Transaction.
Merchant Commitments
You shall:
a) Maintain a fair refund, cancellation, or adjustment policy.
b) Clearly disclose your return or cancellation policy to Buyers prior to the transaction.
c) Not issue cash refunds for card sales, unless required by law.
d) Not accept cash or any other item of value in exchange for processing a card sale refund.
Refund Amount
The refund or adjustment amount must include any associated taxes required to be refunded.
The refund amount cannot exceed the total amount shown on the original sales data, except where it is necessary to reimburse the Customer for postage costs they paid to return merchandise.
If a Customer makes an uneven exchange (e.g., where the new product has a different price), you must:
i) Issue a credit for the total amount of the returned Products, and
ii) Complete a new sale for the new Products purchased.
Chargeback Risk
If your refund policy prohibits returns or is deemed unsatisfactory by the Customer, you may still be subject to a chargeback for such sales.
17. CUSTOMER SUPPORT
Responsibility
You shall be solely responsible for all Customer service matters related to:
a) Transactions,
b) Products sold on your Merchant Site, and
c) Any associated issues, including but not limited to:
i) Customer Charges,
ii) Order fulfillment,
iii) Order cancellations,
iv) Returns, refunds, and adjustments,
v) Rebates,
vi) Product functionality and warranty,
vii) Technical support, and
viii) Feedback regarding your personnel, policies, or processes.
Separate Entity Presentation
In performing Customer support, you shall clearly present yourself as an independent entity and not as an agent, representative, or affiliate of JointPay .
Availability & Contact Information
You shall provide Customer support services during all Business Days.
Such support must include clear and accessible contact details for Customers, including:
a) A valid email address, and
b) A functional telephone number.
These contact details must be communicated to Customers for any questions, complaints, or disputes regarding the nature, quality, or delivery of the Products, as well as the procedures for dispute resolution.
JointPay Disclaimer
Under no circumstances shall JointPay be responsible for Customer support to the Customer or to any third party.
18. MERCHANT RISK ASSESSMENT
Purpose of Risk Assessment
We may, from time to time during the Term, conduct risk assessments on you and/or Transactions carried out on your Merchant Site (each a "Risk Assessment") for the purposes of:
a) Verifying that you are duly constituted and operate a bona fide business;
b) Verifying that you have implemented adequate safeguards to protect Customer Data;
c) Quantifying and investigating the levels of fraud or default related to your Transactions; and/or
d) Obtaining any other reasonable comfort we may require in the context of our exposure under this Agreement and our agreements with the Acquiring Banks or Card Associations.
Cooperation
You shall provide all reasonable assistance, cooperation, and information to us in connection with any Risk Assessment conducted under this Clause.
Ongoing Verification
We may periodically obtain additional reports to verify that you continue to meet the requirements of this Agreement.
You agree that we may collect and share information about you, your application (including approval or rejection status), and your JointPay Account with Acquiring Banks, Card Associations, Issuing Institutions, other banks, financial institutions, and governmental authorities, including:
a) Information about your Transactions for regulatory or compliance purposes (including compliance with KYC requirements);
b) Information for use in connection with the management and maintenance of the Service;
c) Information to create or update customer records about you to improve service delivery; and
d) Information for the purposes of JointPay risk management process.
Credit Risk or Increased Exposure
If, at any time after conducting a Risk Assessment or receiving a notification of an issue, we reasonably determine that you, or circumstances relating to you, represent a material credit risk or may potentially increase our exposure under this Agreement, we may:
a) Terminate this Agreement with immediate effect; and/or
b) Defer payments due to you for such period as we reasonably deem appropriate to address such credit risk or exposure, and where necessary, apply all or part of such amounts towards any sums owed by you to us under this Agreement.
Fraudulent Activity
If, at any time, we discover that:
a) A fraud has been committed by you;
b) You have colluded with, assisted, or conspired with any person in the commission of fraud; or
c) Any Transaction has been fraudulently initiated;
we may report such matters to any governmental and/or law enforcement authority without further notice to you.
19. INSPECTION
Record Maintenance
You shall maintain records of all periodical checks in the manner and format as may be specified by us and/or the Acquiring Banks.
Right to Audit
We and/or the Acquiring Banks shall have the right, at any time and at such intervals as deemed appropriate, to inspect and audit your records, statements, and operational processes to verify your compliance with the obligations set forth in this Agreement.
Business Location Inspection
We and/or the Acquiring Banks may also inspect your business premises. Refusal to permit such inspection may result in immediate termination of your JointPay Account.
Accuracy of Information
We reserve the right to suspend or terminate your JointPay Account if you:
a) Provide inaccurate, false, misleading, or incomplete information;
b) Fail to maintain compliance with JointPay Account registration requirements; or
c) Fail to comply with any provision of this Agreement.
Immediate Termination
If you refuse an inspection or are found to have provided inaccurate, untrue, or incomplete information, or otherwise fail to comply with this Agreement, we may suspend or terminate your access to the JointPay Services immediately, without prior notice.
20. YOUR RESPONSIBILITIES
You agree, declare, and undertake to:
Order Fulfillment & Product Quality – Complete all transactions in line with your Merchant Site terms and customer instructions, ensure timely delivery, avoid listing out-of-stock items, maintain quality/merchantability of products, and display prices inclusive of all applicable taxes.
Legal Compliance – Hold all necessary licenses, approvals, and registrations; comply with all applicable laws, RBI guidelines, JointPay rules, and Acquiring Bank/Card Association requirements; indemnify JointPay for violations.
Prohibited Products – Not sell banned, illegal, or offensive products (per Schedule A or law). JointPay may suspend/terminate services or settlements for breaches.
Merchant Policies – Maintain clear cancellation, refund, privacy, and terms of use policies on your site; obtain customer acceptance before processing orders.
One Click Checkout & Data Security – Protect customer card data per PCI DSS and privacy laws; no unauthorized use or disclosure; accept full liability for breaches.
Customer Service – Resolve complaints at your own cost, uphold industry-best delivery standards, and display required notices or disclaimers from JointPay or Acquiring Banks.
Taxes – Bear and pay all applicable taxes, surcharges, and levies.
Rules Compliance – Follow all Acquiring Bank and Card Association rules; indemnify JointPay for penalties arising from your non-compliance.
Mobile SDK Use – Not engage in activities that disrupt or access systems without authorization.
Customer Data – Keep all customer information confidential; use only for completing transactions; comply with data privacy laws.
Business Changes – Notify JointPay within 7 business days of changes to ownership, directors/partners, or address.
Brand Protection – Avoid harming JointPay , Acquiring Bank, or Card Association reputation.
Logos & Payment Methods – Display all payment method logos equally without bias, unless part of approved promotional campaigns.
Dispute Resolution – Handle all customer disputes at your own cost and assist banks/JointPay in dispute resolution.
Site Content – Ensure the Merchant Site does not contain harmful, defamatory, obscene, or unlawful material.
Pre-Existing Arrangements – Indemnify JointPay for issues arising from prior service arrangements for the same Merchant Site. Settlements from past arrangements will follow the prior agreement until new registration is confirmed.
Right to Suspend – Acknowledge JointPay right to suspend payments or services immediately if you breach this Agreement.
21. DORMANT ACCOUNTS
If your JointPay Account remains inactive — meaning no logins, transactions, or other account activity — for 12 consecutive months, JointPay may close the account without further notice.
22. PRIVACY
Your privacy is important to us. By accepting this Agreement, you acknowledge that you have read, understood, and agreed to our Privacy Policy.
While using the Services, you may obtain information about Customers. You must keep all such information strictly confidential and use it solely for purposes directly related to the Services. You may not share, disclose, or distribute this information to any third party, nor use it for marketing or any other purpose, without the Customer’s explicit consent.
23. DISCLOSURES AND NOTICES
You agree that we may provide all disclosures, notices, and other information required by law, as well as any information relating to your JointPay Account, electronically. Such communication may be made by posting it on our website or by sending it to the email address you provided during registration (or as subsequently updated by you).
Electronic disclosures and notices will have the same legal effect as if provided in physical form. Unless otherwise proven, they will be deemed received by you within twenty-four (24) hours of being posted on our website or sent via email, unless we receive a notification that the email was not delivered.
24. TERMINATION BY EITHER PARTY
24.1 General Termination Right
This Agreement may be terminated by either Party by providing thirty (30) days’ prior written notice to the other Party.
24.2 Immediate Termination for Cause
Either Party may terminate this Agreement with immediate effect upon the occurrence of any of the following events:
a) The terminating Party discovers at any time that the other Party is in violation of any applicable law or regulation;
b) The other Party is adjudicated bankrupt, or a receiver or trustee is appointed for it or for a substantial portion of its assets, or it makes an assignment for the benefit of its creditors, and such adjudication, appointment, or assignment is not set aside within ninety (90) Business Days;
c) The other Party enters into liquidation, whether voluntary or compulsory; or
d) The other Party becomes subject to any regulatory or statutory restriction that prohibits it from continuing to provide the services contemplated under this Agreement.
25. TERMINATION BY JOINTPAY
25.1 Termination for Breach
JointPay may terminate this Agreement with immediate effect if the Merchant fails to perform any of its obligations under this Agreement or is in breach of any of the terms and conditions contained herein.
25.2 Preservation of Other Termination Rights
The termination rights under this Clause are in addition to, and without prejudice to, any other termination rights which JointPay may have under any other provision of this Agreement.
26. CONSEQUENCES OF TERMINATION
26.1 Survival of Rights and Obligations
Termination of this Agreement shall not affect any rights, obligations, or liabilities of either Party accrued prior to the effective date of termination. Any act performed during the term of this Agreement which may give rise to a dispute post-termination, or any provision expressed to survive termination, shall remain in full force and effect notwithstanding such termination.
26.2 Settlement of Dues
Unless otherwise stated in this Agreement, both Parties shall settle all outstanding amounts within thirty (30) days from the effective date of termination.
26.3 Outstanding Amounts and Interest
If any payment claimed by JointPay exceeds the Settlement Amount due to the Merchant, the difference shall constitute a debt payable by the Merchant to JointPay and shall be recoverable through appropriate legal action. Without prejudice to any other rights, JointPay may charge daily compounded interest at the rate of 2.5% per month on all overdue amounts from the due date until full payment.
26.4 Return of Materials
Upon termination, the Merchant shall promptly return to JointPay all materials, documentation, instruction manuals, guidelines, correspondence, and any other property issued by JointPay in connection with this Agreement.
26.5 Post-Termination Liabilities
The Merchant shall remain solely liable, even after termination, for:
All Chargebacks, refunds, penalties, losses, damages, or costs incurred by JointPay, Acquiring Banks, Card Associations, and/or Customers; and
All claims, demands, and proceedings arising in connection with this Agreement.
26.6 Retention of Funds
At the time of termination, JointPay may withhold and retain from the Reserve (if any) and/or any Settlement Amounts (including amounts already withheld) such sums as JointPay determines necessary to cover Chargeback risk, refund risk, penalties, or any other potential losses. Such retention may be held for a period of up to two hundred and ten (210) Business Days.
26.7 Insufficiency of Retained Amounts
If the retained amounts are insufficient to cover all outstanding liabilities, the Merchant shall pay JointPay the balance within ten (10) days of receiving a demand notice and shall indemnify JointPay at all times in respect of such liabilities.
26.8 Survival Clause
This Clause shall survive termination of this Agreement.
PART TWO: ADDITIONAL LEGAL TERMS
27. REPRESENTATIONS AND WARRANTIES
You represent and warrant to JointPay that:
27.1 Legal Capacity and Authority
(a) You are at least eighteen (18) years of age;
(b) You are eligible to register for and use the Services; and
(c) You have the full right, power, and authority to enter into and perform your obligations under this Agreement.
27.2 Identity and Organization
(a) The name provided during registration is your true legal name (if an individual) or your valid business name (if an entity) under which you sell Products;
(b) You are duly organized, validly existing, and in good standing under the laws of the jurisdiction of your establishment; and
(c) Your obligations under this Agreement constitute legal, valid, binding, and enforceable obligations.
27.3 No Conflict or Violation
The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated herein:
(a) Do not conflict with your organizational documents (if applicable);
(b) Do not violate any applicable law, contractual provision, or court order binding upon you; and
(c) Do not require any governmental or regulatory approval not already obtained.
27.4 Transaction Integrity
(a) Each sales transaction submitted by you shall represent a bona fide sale of Products by you to a Customer;
(b) Each such transaction shall accurately describe the Products sold and delivered;
(c) You will fulfill all obligations to each Customer for whom a transaction is submitted and will resolve any disputes or complaints directly with such Customers; and
(d) Except in the ordinary course of business, no transaction shall represent a sale to any owner, partner, principal, or proprietor of your business.
27.5 Prohibited Activities
(a) You shall not use JointPay Services, directly or indirectly, for any fraudulent activity;
(b) You shall not use the Services in any way that interferes with or disrupts their proper functioning; and
(c) Your use of the Services shall be at all times in compliance with this Agreement and all applicable laws.
27. REPRESENTATIONS AND WARRANTIES
You represent and warrant to JointPay that:
Age and Capacity
You are at least eighteen (18) years of age;
You have the legal right, power, and authority to enter into and perform your obligations under this Agreement.
Eligibility and Registration
You are eligible to register for and use the Services;
The name provided during registration is your true legal name (if an individual) or your valid business name (if a business entity) under which you sell Products.
Legal Existence and Authority
You are duly organized and validly existing under the laws of the jurisdiction in which you are established;
Your obligations under this Agreement constitute legal, valid, binding, and enforceable obligations.
No Conflict with Laws or Contracts
The execution, delivery, and performance of this Agreement do not breach your organizational documents (if applicable), any applicable law, contractual obligation, or court order;
No additional governmental or regulatory approvals are required for you to perform your obligations under this Agreement.
Transaction Accuracy and Integrity
Any sales transaction submitted by you will represent a bona fide sale of Products by you;
Such transactions will accurately describe the Products sold and delivered to Customers;
You will fulfill all obligations to each Customer for whom a transaction is submitted and will resolve any disputes or complaints directly with such Customers;
Except in the ordinary course of business, no transaction will represent a sale to any principal, partner, proprietor, or owner of your entity.
Prohibited Use
You will not use JointPay Services, directly or indirectly, for any fraudulent or unlawful activity;
You will not use the Services in any manner that interferes with their proper operation;
Your use of the Services will be in full compliance with this Agreement and all applicable laws.
28. YOUR LICENSE
We grant you a personal, limited, non-exclusive, revocable, non-transferable license (without the right to sublicense or assign) to electronically access and use JointPay Services solely to:
Receive, accept, or make payments; and
Manage the funds so received or paid.
You may download updates to JointPay Services when made available, subject to any additional terms provided at that time. We will use reasonable efforts to notify you of any downtime due to updates or maintenance.
You acknowledge that arrangements with acquiring banks may change, and such services may be withdrawn at any time.
You may not, and may not allow others to:
Access, monitor, copy, or scrape our systems or data without express written permission;
Copy, modify, create derivative works, publicly display, transmit, resell, or distribute any JointPay materials;
Rent, lease, or share access to JointPay Services;
Transfer any rights granted under this Agreement;
Bypass or disable technical limitations, reverse engineer, or interfere with the Services;
Take any action that disrupts service for others or places an unreasonable load on our systems.
29. USE OF INTELLECTUAL PROPERTY AND SOFTWARE PROTECTION
You grant JointPay a non-exclusive, royalty-free right to use, display, and reproduce your name, brand, logo, and marks (“Marks”) solely for marketing, advertising, and providing JointPay Services. You confirm you have the rights to these Marks and release JointPay from liability for such permitted use. You retain ownership of your Marks.
You agree to display JointPay’s and relevant acquiring banks’ approved logos/marks/images as provided, and no others, in your website or marketing materials.
No party may use or exploit another’s intellectual property without prior written consent and in accordance with this Agreement and applicable policies. You will not infringe the IP rights of JointPay, acquiring banks, or any third party, directly or indirectly.
30. MOBILE SDK LICENSE
Subject to this Agreement, JointPay grants you a limited, royalty-bearing, non-exclusive, non-assignable license to use the Mobile SDK only for integrating it with the approved mobile application. Updated SDK versions provided by JointPay must be integrated promptly.
JointPay retains all rights, title, and interest in the Mobile SDK and its intellectual property. No rights are granted except those expressly stated. You may not:
Fragment, modify, or create derivative SDKs.
License, assign, or sell any software developed using the SDK to third parties.
Remove or alter proprietary notices or codes embedded in the SDK.
All rights not expressly granted remain with JointPay.
31. CONFIDENTIALITY
Both Parties agree to protect and keep confidential all Confidential Information of the other Party, preventing any unauthorized use, copying, disclosure, or transfer. Access shall be restricted to employees who need such information to fulfill the purposes of this Agreement.
No Party shall share the other’s Confidential Information with third parties without prior written consent, using at least the same care as they use to protect their own confidential information (and never less than reasonable care).
This obligation does not apply to information that:
Is or becomes public other than through a breach of this Agreement;
Was in possession of the receiving Party before disclosure;
Is independently developed by the receiving Party;
Must be disclosed to professional advisers or under a valid court, regulatory, or government order (with advance notice to allow protective measures); or
Is lawfully obtained from a third party without restriction.
32. INDEMNITY
You agree to indemnify, defend, and hold harmless JointPay and/or its banking partners (including their officers, directors, and agents) from and against any and all actions, proceedings, claims (including third-party claims), liabilities (including statutory liabilities), penalties, demands, costs (including legal fees), awards, damages, losses, or expenses, whether arising directly or indirectly, including but not limited to those resulting from:
Your breach or non-performance of any obligations, undertakings, warranties, or covenants under this Agreement;
Your breach of confidentiality or intellectual property rights obligations;
Any claim or proceeding by a Customer or third party against JointPay and/or its banking partners related to Products or Services you offer;
Any claim or proceeding by a Customer or third party relating to JointPay Services;
Any act, omission, negligence, misrepresentation, default, misconduct, non-performance, or fraud by you, your employees, contractors, agents, Customers, or other third parties;
Any security breach, hacking incident, or unauthorized access involving your platform or Customer data;
Any chargebacks or refunds related to transactions under this Agreement;
Any breach of applicable laws, regulations, or requirements (including RBI regulations, card network rules, or banking partner rules) in force in India or in any relevant jurisdiction;
Any fines, penalties, or interest imposed on JointPay due to your default or transactions conducted through your platform.
These indemnities are in addition to and without prejudice to any other indemnities in this Agreement and will survive termination of this Agreement.
33. LIMITATION OF LIABILITY
Notwithstanding anything stated in this Agreement, the total aggregate liability of JointPay to you, from any cause whatsoever, shall not exceed the total Service Fees earned by JointPay under this Agreement during the one (1) month immediately preceding the date the liability arose.
JointPay shall not be liable for any special, incidental, indirect, or consequential damages, including loss of profits, loss of business opportunities, or other similar losses, even if you were advised in advance of the possibility of such damages.
Under no circumstances shall JointPay be liable to your Customers or to any third party for any claims arising in connection with this Agreement. Similarly, the nodal bank or acquiring bank shall bear no liability towards you in any manner under this Agreement.
34. DISCLAIMER
JointPay will make reasonable efforts to provide uninterrupted services, subject to downtime, maintenance, and factors beyond its control. However, JointPay, the acquiring bank, and any related parties make no warranties—express or implied—regarding uninterrupted, error-free, or virus-free services, or fitness for a particular purpose.
JointPay does not guarantee that its security measures cannot be bypassed, and it shall not be liable for unauthorized access, hacking, or data breaches affecting your account or customer data. In the event of incorrect settlement, JointPay may reverse excess funds, and you must return such funds within 7 days of notification.
JointPay is not liable for losses arising from data loss, service interruptions, hacking, connectivity issues, or any indirect, incidental, or consequential damages. Downloading or using materials from JointPay services is at your own risk.
JointPay’s sole obligation in case of service interruption is to use reasonable efforts to restore services promptly.
JointPay and the acquiring bank are not responsible for:
Authorized messages originating from your systems or customers.
Security of data on your, customers’, or third-party servers.
Losses caused by your acts/omissions, legal compliance actions, fraud prevention, or circumstances beyond JointPay’s control (including force majeure events).
35. ASSIGNMENTS
JointPay may assign, in whole or in part, its rights or obligations under this Agreement by providing you with thirty (30) days’ prior notice. Such assignment shall be binding on all parties to this Agreement.
36. FORCE MAJEURE
JointPay shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, fire, war, sabotage, civil unrest, labour unrest, actions of statutory authorities, actions of local or central governments, or changes in laws, rules, and regulations that affect the performance of JointPay or its banking partners.
37. GOVERNING LAW, SETTLEMENT OF DISPUTES, AND JURISDICTION
This Agreement, and any dispute or claim arising out of or in connection with it (including its validity, enforceability, or termination), shall be governed by and construed in accordance with the laws of India.
In the event of any dispute or difference arising between the Parties in connection with or out of this Agreement, the Parties shall first attempt, within thirty (30) days from the date of receipt of written notice of such dispute from the other Party, to resolve the matter through mutual discussions.
If the dispute cannot be resolved within the said thirty (30) day period, either Party may refer the matter to a sole arbitrator to be mutually appointed, in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in the English language and the venue shall be Mumbai, India.
The courts at Mumbai shall have exclusive jurisdiction over any disputes relating to the subject matter of this Agreement.
38. WAIVER
Unless otherwise expressly stated in this Agreement, any failure or delay by a Party in exercising any right or remedy under this Agreement shall not operate as a waiver of that right or remedy, nor shall it prevent the further exercise of such right or remedy or the exercise of any other right or remedy. A single or partial exercise of any right or remedy shall not preclude any other or further exercise thereof.
39. SURVIVAL OF PROVISIONS
Any provisions of this Agreement that by their nature are intended to survive termination or expiry shall remain in full force and effect after such termination or expiry, including, without limitation, provisions relating to confidentiality, limitation of liability, and dispute resolution.
40. SEVERABILITY
If any provision of this Agreement is held by a court or tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the affected provision shall be deemed deleted, but such deletion shall not affect the validity and enforceability of the remaining provisions.
41. NON-EXCLUSIVITY
This Agreement is entered into on a non-exclusive basis. Nothing in this Agreement shall restrict either Party from entering into similar agreements with third parties, provided that such agreements do not conflict with the obligations set forth herein.
42. ENTIRE AGREEMENT
This Agreement constitutes the complete understanding between the Parties and supersedes all prior discussions, agreements, or understandings, whether oral or written, relating to its subject matter. All Schedules, Annexures, and Recitals form an integral part of this Agreement and shall have the same force and effect as if set out in the main body of this Agreement.
43. NOTICES
All notices, requests, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and delivered via registered post, courier, email, or other mutually agreed modes, to the following addresses:
For JointPay:
Attn: [Authorized Signatory Name]
JointPay Private Limited
[Full Office Address]
For Merchant:
To the name and address provided during registration, or as subsequently updated in writing.
Notices shall be deemed to have been duly given:
If delivered in person: on the date of delivery.
If sent by registered mail: on the 10th day after dispatch.
If sent by courier: on the date of delivery.
If sent by email: on the next business day after transmission, provided that a copy is also sent by registered mail, and in the case of facsimile, confirmation of receipt is obtained.
44. AMENDMENT
No amendment, modification, or variation to this Agreement shall be valid unless made in writing and signed by duly authorized representatives of both Parties.
45. COUNTERPARTS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SCHEDULE A
1. Categories of Banned Products
Financial Instruments – Securities, bonds, debentures, share tips, and similar items.
Animals & Wildlife – Living/dead creatures, endangered species, or their parts (e.g., ivory, rhino horn).
Weapons – Firearms, ammunition, knives, brass knuckles, gun parts.
Tobacco & Alcohol – Cigarettes, cigars, chewing tobacco, beer, wine, liquor.
Drugs & Paraphernalia – Illegal drugs, prescription drugs without license, psychotropics, online pharmacies.
Religious Items – Any item likely to offend religious sentiments.
Cultural & Historic Items – Antiquities, art treasures.
Adult Content & Services – Pornography, escort services, adult media.
Body Parts – Human organs or parts.
Child Pornography – Strictly prohibited.
Copyright Infringement – Unauthorized media, software, eBooks, or replicas.
Counterfeit Goods – Fake designer products, autographs, stamps.
Gambling – Lotteries, betting, gaming memberships.
Hacking Tools – Manuals or tools for illegal access.
Illegal/Offensive Goods – Anything promoting hatred, violence, intolerance, or illegal acts.
Hazardous Materials – Explosives, fireworks, toxic substances.
Regulated Items – Government uniforms, pesticides, recalled products, surveillance equipment.
Currency & IDs – Discounted currency, fake IDs, passports, diplomas.
Miscellaneous Prohibited Products – Spy cameras, unlicensed supplements, pyramid schemes, bulk marketing lists, government documents, drop-shipped merchandise, portfolio design in financial services, online appointment sites via call centers, recruitment classifieds, rental services, etc.
2. Prohibited Uses of JointPay Services
Impersonation – Pretending to be someone else.
Spam & Unsolicited Promotions – Sending junk mail, chain letters, bulk SMS without consent.
Illegal Purposes – Any activity against local or international law.
Harassment or Fraud – Defaming, threatening, or abusing others.
Private Banking – Acting as a financial institution without authorization.
Competition Act Violations – Engaging in anti-competitive practices.
Service Abuse – Using JointPay in ways that overload or impair its systems.
Prohibited Content – Anything grossly harmful, obscene, hateful, misleading, infringing IP rights, harming minors, or threatening national security.
3. Enforcement Notes
Violation of these restrictions can lead to service suspension or termination.
JointPay prohibited list is broadly worded, covering both specific banned goods and more general categories of unlawful or objectionable activities.
The clause also incorporates Indian law compliance, meaning even borderline-legal or ambiguous activities are risky.
Date Last Modified
These Terms of Use were last modified August 08, 2025.