Draft Merchant Terms and Conditions

These terms and conditions (hereinafter referred to as the “Terms and Conditions”) apply to and regulate the provision of the ORP App (defined hereunder) issued by HDFC Bank Limited (“Bank”) and transactions undertaken thereunder. These Terms and Conditions shall be in addition to and not in derogation to any other terms as stipulated by the Bank, from time to time.

1.    DEFINITIONS
1.1    In these Terms and Conditions, unless there is anything repugnant to the subject or context thereof, the following words/ expressions shall have the meaning as stated herein under:

“Authentication Credentials” shall mean the authentication factors and log in credentials which may be in the form of user id and password or one time password or other similar form factors generated at the time of registration of the Merchant on the ORP App.

“Bank Registered Mobile Number” shall mean the mobile number of the Merchant registered with the Bank at the time of Application.  

“Customer” shall have the meaning assigned to the term in clause 2.2 hereof. 

“Device” shall mean the device where the ORP App/ QR Code of the Merchant can be accessed. 

“Merchant” shall have the meaning assigned to the term in clause 2.3 hereof. 

“Offline Mode” is the functionality of enabling transactions/ payment through the Wallet of the Customer to the Merchant through the Merchant’s QR Code when the Customer/ Merchant is offline or has low or limited accessibility to mobile network or internet. 

“ORP App” shall mean the Offline Retail Payments application of the Bank and the functionalities therein including of Offline Mode which the Bank has released as a limited offering on a Pilot Project basis. 

“Pilot Project” shall mean the limited release of the ORP App and the functionalities therein as part of a purpose of proof of concept (POC) testing environment, within a restricted closed user group pursuant to the RBI Framework and RBI Approval and subject to the requirements and parameters prescribed by the RBI from time to time in this regard.

“Product(s)” shall mean the goods or services sold/ provided by the Merchants for the purchase of which the Customers make payments using the QR Code on the ORP App.  

“QR Code” shall mean the QR code made available on the ORP App of the Merchant which upon scanning of such QR code by the Customer will enable the Merchant to receive payments from the Customer. 

“RBI” shall mean the Reserve bank of India. 

“RBI Approval” shall mean the approval to the Bank of the RBI vide press release dated September 5, 2022 wherein the Bank has been shortlisted as one of the entities under the Regulatory Sandbox: ‘On Tap’ application facility for theme ‘Retail Payments’ announced vide the RBI’s press release dated October 08, 2021.

“RBI Framework” shall mean the RBI’s Enabling Framework for Regulatory Sandbox dated August 13, 2019.  

“Security Breach” shall mean any unauthorized or wrong or wrongful use or mis-use, loss, misplacement, theft, any error or bug or virus leading to any of the same, phishing or hacking or other attack, remote access, any other breach of security, etc. (whether intentional or unintentional), of any of: (i) the Bank Registered Mobile Number; (ii) Device (iii) Authentication Credentials. 

“Transactions” shall mean any payments and transactions undertaken through the ORP App for the Product(s).

“Wallet” shall mean the prepaid instrument provided to the Customer on the ORP App for undertaking the Transactions of the Bank. 

1.2    Interpretation

In these Terms and Conditions, unless the context otherwise requires:

(a)    the singular includes the plural, and vice versa and words of any gender are deemed to include the other genders; 
(b)    the terms “hereof”, “herein”, “hereby”, “hereto” and derivatives or similar words refer to these Terms and Conditions;
(c)    references to the words “include” or “including” shall be construed without limitation;
(d)    reference to any paragraph or schedule shall mean a paragraph of, or a schedule to these Terms and Conditions; 
(e)    reference to any legislation, law, circular or regulation or to any provision thereof shall include references to any such legislation, law, circular or regulation, as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under that provision;
(f)    the term “person” includes an individual, a partnership firm, a limited liability partnership, a company (as defined in section 2(20) of the Companies Act, 2013), a body corporate (as defined in section 2(11) of the Companies Act, 2013), a co-operative society, a trust, an association of persons whether incorporated or not and any other entity;
(g)    the application form for the ORP App shall be deemed to form an integral part of these Terms and Conditions;
(h)    heading and bold typeface are used only for convenience and shall not affect the interpretation of these Terms and Conditions.

2.    ACCESSIBILITY OF THE ORP APP AND OFFLINE MODE FUNCTIONALITY
2.1    The Merchant hereby understands and agrees that the ORP App and functionalities therein including the Offline Mode are being made available to the Merchant by the Bank as part of a limited offering and Pilot Project release of the ORP App and the Merchant hereby agrees that any access/ use of the ORP App including undertaking any Transactions thereon shall be governed by the RBI Framework, RBI Approval and shall be subject to the parameters, requirements, limits and/or restrictions prescribed by the RBI and/or by the Bank, from time to time.
2.2    The Merchant hereby agrees that the ORP App and Offline Mode functionality will not be accessible to the public and shall only be permitted for select users/ customers chosen as per the requirements of the Bank at the sole discretion of the Bank (each permitted user of the ORP App, a “Customer”). 
2.3    The Merchant hereby agrees that the ORP App, Offline Mode functionality and any Transactions undertaken thereunder shall be permitted only through a limited set of merchants selected as per the requirements of the Bank at its sole discretion (each permitted merchant, a “Merchant”). 
2.4    The Merchant hereby agrees the ORP App and Offline Mode functionality is only being made available to the Merchant for a limited period of the Pilot Project. The Merchant understands and agrees that the Bank shall decide the periodicity of the Pilot Project at its sole discretion and the Bank has the full right to, at its sole discretion, suspend and/or discontinue the access of the Merchant of the ORP App and all functionalities thereunder including the Offline Mode once the period of the Pilot Project expires, without a need for any permission from or notice to the Merchant. 
2.5    The Merchant hereby agrees and accepts that the Bank reserves the right to prescribe, from time to time, types of Transactions, Transaction limits, Transaction modes, Wallet loading limits for the Customer, Merchants/ Merchant establishments, minimum or maximum value of Transactions for which the ORP App and the Offline Mode can be used, the types of devices, types of operating systems on the devices and/or types of services. The Bank may also advise the availability/non-availability of any particular service/ Transaction/mode of payment/ Merchant, from time to time.

3.    MERCHANT REPRESENTATIONS 
3.1    By applying to the Bank and signing up for the ORP App the Merchant hereby represents and undertakes to the Bank as under:

If the Merchant is an individual/ sole proprietor: 
(a)    The Merchant is an individual; 
(b)    The Merchant is a major; 
(c)    The Merchant is of sound mind, solvent and competent to contract; 
(d)    The Merchant is a resident of India; and 
(e)    The Merchant is present within the territory of India at the time of accessing the ORP App. 

If the Merchant is a body corporate:
(a)    The Merchant is duly organised, validly existing and in good standing, under the laws of the jurisdiction of its incorporation;
(b)    The person accepting the Terms and Conditions on behalf of the Merchant has all the requisite power and authority to execute, deliver and perform its obligations under these presents and to comply with the terms and conditions contained herein; 
(c)    The Merchant has validly executed these terms and conditions and delivered and constitutes a legal, valid and binding obligation of such party, enforceable in accordance with the terms herein contained; and 
(d)    The authorized representative(s) of the Merchant is/are present within the territory of India at the time of accessing the ORP App. 

3.2    By applying to the Bank and signing up for the ORP App the Merchant hereby represents and undertakes to the Bank that the Merchant has read, understood and agrees to the privacy policy of the Bank available at www.hdfcbank.com. 
3.3    The Merchant hereby agrees that by applying for the ORP App the Merchant represents to the Bank that the Merchant has understood the risks, limitations, restrictions and these Terms and Conditions applicable to the ORP App in the Pilot Project and the Merchant has chosen to apply for the ORP App at its sole discretion and pursuant to the Merchant’s independent assessment and decision and that no person has made any warranty, guarantee in relation to the ORP App to the Merchant or induced the Merchant to opt or apply for the same. 
3.4    The Merchant shall ensure that the Merchant delivers the Product(s) to the Customer and that the Product(s) delivered by the Merchant to the Customer are free from defects and subject to usual and/or necessary warranties and guarantees. The Merchant hereby agrees that the Bank shall not be liable for any disputes with respect to the delivery/ provision of the Product, and/or any other Product related disputes with the Customer and that the same shall be an independent matter between the Merchant and the Customer.   

4.    APPLICATION AND REGISTRATION THE ORP APP
4.1    The Bank may, at its sole discretion, enable a Merchant to sign up for the ORP App subject to completing the application process (“Application”) and fulfilling the requirements as prescribed by the Bank from time to time in this regard including ‘know your customer’ (KYC) requirements. 
4.2    The Merchant acknowledges that the acceptance of any Application and permitting the access and use of the ORP App shall be the sole prerogative of the Bank and nothing contained in these Terms and Conditions should be construed as obliging the Bank to permit the use of the ORP App to any person.
4.3    The Merchant hereby agrees that the Bank may prescribe Authentication Credentials for the access of the ORP App at the time of registration of the Merchant on the ORP App.  

5.    WALLET TERMS AND CONDITIONS AND RESTRICTIONS 
5.1    The Merchant hereby agrees and confirms that any Transactions undertaken through the ORP App and Wallet shall be subject to (i) the terms and conditions and other requirements under applicable law including the RBI Master Directions on Prepaid Payment Instruments (PPIs) dated August 27, 2021; (ii) the policies, guidelines and instructions provided by Bank, from time to time, in relation to the prepaid payment instruments; (iii) the terms and conditions as may be prescribed by the Bank as may be applicable to any the respective Transaction/ purchase/ payment from/to the Merchant from time to time; and (iv) the terms of the RBI Framework, RBI Approval and the parameters, requirements, limits and/or restrictions prescribed by the RBI, from time to time.  
5.2    The Merchant agrees that it is the sole discretion of the Bank to approve/ reject any Transaction or payment request of the Merchant at any time, without providing any reason for the same.
5.3    The Merchant hereby agrees that the Bank may, at its sole discretion, impose limits and/or restrictions on and/or prescribe the types of services, types of Transactions, modes of payment, permitted Merchants, permitted Merchant establishments, value of Transactions, minimum number of Transactions, number of transactions that can be undertaken using Offline Mode, geography/ locations in which the ORP App can be accessed and Transactions can be undertaken, etc. 
5.4    The Bank may also advise the availability/non-availability of any particular service/ Transaction/mode of payment/ Merchant, from time to time.
5.5    Without prejudice to any other terms and conditions, restrictions or limitations prescribed by the Bank, the following terms will apply in respect of any Transaction undertaken on the ORP App:
(a)    The Customer can do a top-up of a maximum of INR 2000 in the wallet.
(b)    The Customer can add money only via UPI.
(c)    For any transaction undertaken in the Offline Mode transaction amount cannot exceed INR 200.
(d)    At a time, the Customer can undertake a maximum of five consecutive transactions using the Offline Mode.
(e)    Such other terms and conditions as may be prescribed by the Bank from time to time. 
5.6    The Merchant understands that any changes/ updates in the Terms and Conditions and Schedule of Charges applicable to the Transactions would be updated on the Bank’s website at www.hdfcbank.com, from time to time and the Merchant hereby agrees and undertakes that the Merchant shall keep itself updated about any such changes/ updates to these Terms and Conditions and Schedule of Charges governing the Transactions.
5.7    The Transactions using QR Code shall also be governed by the terms and conditions specified in Schedule 1 hereto.

6.    MERCHANT CONSENT 
6.1    The Merchant hereby expressly agrees and consents to the Bank (and its representatives and service provides) for processing, sharing and/or displaying the personal data and/or sensitive personal data or information of the Merchant and/or its representatives including but not limited to name, phone number, age, gender, address, etc. transaction data including Merchant details, number of transactions undertaken, value of the transactions, app usage details, location details, device details, time of transactions etc. account number (in masked form or otherwise), name, type of account, account balance, transaction details, wallet balance, etc. (“Information”)
6.2    The Merchant hereby consents to and authorizes the Bank to use the Information for undertaking behavioural projections, profiling, obtaining analytical results, reports, on its own or through third parties, including through any algorithms, analytics, software, automations, anonymisation, coding, profiling etc., and whether such derivative is from the information collected from you or in combination with any other information sourced from any other person, database or source (our own or of third parties) whether sourced internally or externally (“Derivative Data”). 
6.3    The Merchant hereby agrees that the Bank may also publish such Derivative Data on its website/ platforms, etc. 
6.4    The Merchant hereby agrees that the Bank may engage third party vendors, service providers, sub-contractors, partners, etc. (“Vendors”) for providing the ORP App application and/or any functionality thereunder including collection of application, sourcing, lead generation, market analysis, customer service, app development, technical integration, functionality development, maintenance, processing of Derivate Data etc. 
6.5    The Merchant hereby consents to and authorizes the sharing and receiving of the Information and/or Derivative Data of the Merchant with such Vendors, the RBI and/or third parties, from time to time.  
6.6    The Merchant hereby irrevocably consents to and authorizes the Bank to disclose, exchange, share or part with any Information and Derivative Data inter alia payment history information to and between its the branches, subsidiaries, affiliates, representatives, auditors, sub-contractors, service providers, other banks/ financial institution, credit bureaus, regulators and governmental authorities as may be deemed necessary by the Bank and neither the Bank nor the abovementioned entities shall be liable for the use of such information.

7.    SECURITY MEASURES  
7.1    The Merchant hereby unconditionally and irrevocably understands and agrees that he must: 
a) use the ORP App securely, including but not limited to keeping its Authentication Credentials confidential and keep the passwords to the Device on which the ORP App and QR Code resides fully and strictly confidential and shall under no circumstance reveal any of the password(s) to any other person; 
b) commit the password to memory and not record any of them in a written or electronic form; 
c) not let any unauthorized person have access to the Device or leave the Device unattended;
d) put in place a passcode or password or PIN or a security key of similar nature to lock/ restrict access to the Device and secure it from any unauthorized access and not share such passcode/ password/ PIN/ security key with any other person; 
e) not remove the restrictions that may be imposed by the device provider on the Device; 
f) take adequate precautions from any ransomware, malware, virus or any other security threat from entering the Device, including installing adequate anti-virus protection;
g) not let any unauthorized person have access to the QR Code. 
7.2    The Merchant hereby agrees and accepts that it shall at all times be solely responsible for the protection and safekeep of its Device, the QR Code, the ORP App and the security details and Authentication Credentials as mentioned hereinabove and hereby fully agrees that the Bank shall in no manner be liable for any direct or indirect or consequential or other loss occurring on out of any action or omission because of compromise of the same. The Merchant agrees that the Bank assumes no liability whatsoever in case of any event of such compromise of the Merchant’s Device and/or SIM card linked to the Bank Registered Mobile Number or occurrence of a Security Breach and the Bank shall not be held responsible for any such event or Security Breach. 
7.3    The Merchant also agrees and accepts that any person having access to any such email/phone number/Authentication Credentials/ Bank Registered Mobile Number and/or Device shall be deemed to be duly authorised by the Merchant and acting for and on behalf of the Merchant, with the authority and intention to bind the Merchant irrevocably with any actions pursuant thereto including the acceptance of these Terms and Conditions, vis-à-vis the Bank.

8.    RISKS 
The Merchant hereby acknowledges that it is accessing the ORP App at its own risk and the Merchant shall not hold the Bank responsible or liable for any of the risks. Apart from the risks mentioned above, these risks would include but not be limited to the following: 
8.1    Risk in relation to Transactions in Offline Mode:
The Merchant acknowledges that the Offline Mode may be subject to certain settlement risks such as settlement lag, failed settlement, unavailability of funds at the time of settlement when the Customer, Merchant or other user gains access to mobile network or internet etc. The Merchant hereby agrees that the Customer shall be solely liable for ensuring that the Customer’s account is duly funded to ensure the fulfilment of the Transaction and the Bank shall not be liable in any manner for any losses or for any disputes that the Merchant or Customer may face because of such settlement lag, failed settlement or unavailability of funds or any other such settlement risk.

8.2    Testing in Pilot Project:
The Merchant hereby understands and acknowledges that the access to the ORP App, QR Code and the Transactions are enabled in a testing environment and the Merchant acknowledges that there may be failures, time lags, discrepancies in the account details, wallet balance, Transactions, working of the app, functionalities therein etc. and the Merchant acknowledges that the Merchant has been informed of these risks at the time of signing up for the ORP App and by signing up for the ORP App the Merchant represents to the Bank that it has understood these risks and their implications. The Merchant hereby further acknowledges that the Bank shall not be responsible for any losses, failures, time lags, etc. during the pilot run of the ORP App.     

8.3    Misuse of Password: 
The Merchant acknowledges that in case of a Security Breach or if any third person obtains access to the Merchant's Device or SIM card linked to the Bank Registered Mobile Number, such third party may be in a position to access the Information including account related information of the Merchant, which may be confidential in nature such as summary of Transactions, etc. of the Merchant. The Merchant shall at all times ensure that the Terms and Conditions applicable to the use of the password and security of SIM card and the Device of the Merchant are strictly complied with at all times.  

8.4    Internet Frauds: 
The internet per se is susceptible to a number of frauds, misuse, hacking, phishing and other actions which could threaten the security of the information available to the Merchant while accessing the ORP App and undertaking the transactions thereon. While the Bank shall aim to provide security to prevent the same, it cannot guarantee any safeguard from such internet frauds, hacking, phishing and other actions which could affect any instruction(s) given to the Bank while accessing the ORP App and undertaking the transactions thereon. The Merchant has evaluated all risks arising out of the same. 

8.5    Mistakes and Errors: 
For accessing the ORP App and undertaking the transactions thereon, the Bank would require proper, accurate and complete details to be provided to the Bank in the form and manner prescribed by the Bank.  The Merchant shall therefore take all care to ensure that there are no mistakes and errors and that the request made by the Merchant to the Bank in this regard is error free, accurate, proper and complete at all points of time. The Merchant agrees that the Bank is providing the ORP App at the Merchant’s sole risk. The Merchant agrees that the Bank shall not be liable for any loss, damages or consequences whatsoever arising due to any erroneous or incomplete information by the Merchant or the Customer or any delay in executing the instructions for reasons beyond the control of the Bank. The Merchant shall be liable and responsible to Bank and accede to accept the Bank's instructions without questions for any unfair or unjust gain obtained by him in the course of availing of the ORP App. 

8.6    Technology Risks: 
The technology for enabling the ORP App offered by the Bank could be affected by ransomware, virus or other malicious, destructive or corrupting code, programme or macro or any other security threat. It may also be possible that the site of the Bank may require maintenance and during such time it may not be possible to process the request of the Merchant. This could result in delays in the processing of instructions or failure in the processing of instructions and other such failures and inability. The Merchant understands that the Bank disclaims all and any liability, whether direct or indirect, whether arising out of loss of profit or otherwise arising out of any failure or inability by the Bank to honour any instruction of the Customer/ Merchant for whatsoever reason.

8.7    The Merchant unequivocally and unconditionally understands and accepts that the Bank shall not be responsible for any of the aforesaid risks. The Merchant also accepts that the Bank hereby disclaims all liability in respect of the said risks. 

9.    SUSPENSION OF ACCESS
9.1    The Merchant hereby agrees that the continued access of the Merchant of the ORP App shall be subject to the Bank’s eligibility criteria, internal checks and parameters and internal processes and policies as prescribed by it from time to time. 
9.2    The Bank shall also be entitled to withdraw/ discontinue/ suspend/ terminate/ disallow the use of the ORP App and/or any functionality thereunder at any time, at its sole and absolute discretion without need for any permission from or notice to the Merchant.

10.    STATEMENTS AND RECORDS
10.1    All records maintained by the Bank, whether in electronic or documentary form, in respect of the ORP Application and the Transactions undertaken thereon, shall as against the Merchant, be deemed to be conclusive evidence.
10.2    The Bank shall not be liable to provide copies of the Transaction records in the form of physical statements to any Merchant with respect to any Transaction and the Merchant will only receive transactional alerts through short message service message on the mobile number registered by the Merchant with the Bank.

11.    INDEMNITY
11.1    In consideration of the Bank providing the Merchant with access to the ORP App, the Merchant hereby agrees to indemnify and keep the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives indemnified from and against all actions, claims, suits, demands, proceedings, losses, damages, personal injury, costs, charges and expenses of any nature whatsoever which the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives may, at any time, incur, sustain, suffer or be put to incur, sustain or suffer, as a consequence of, or by reason of or arising out of: (a) provision of the ORP App by the Bank to the Merchant; (b) the negligence, mistake or misconduct of any Merchant; (c) breach or non-compliance by the Merchant of the these Terms and Conditions or any applicable law relating to the ORP App; (d) any claim made or proceeding commenced by any third party against the Bank, in relation to or in connection with the usage of the ORP App and/or any transaction thereon; (e) fraud or dishonesty relating to any transaction by the Merchant; and/or (f) any disputes with respect to the delivery/ provision of the Product, and/or any other Product related disputes with the Customer.   

12.    EXCLUSION FROM LIABILITY
12.1    The Merchant understands and acknowledges that since the ORP App is being released as part of the Pilot Project of the Bank, there may be restrictions on the payments made by the Customer to the Merchant, value of Transactions, modes of undertaking the Transactions, types of Merchant establishments where the Transactions can be undertaken, geography/ locations in which the ORP App can be accessed and Transactions can be undertaken, etc. and the Bank shall not be responsible or liable for any losses that the Merchant may face as a result of such restrictions or limitations.
12.2    Without prejudice to any other provisions of these Terms and Conditions, the Bank shall not be liable to the Merchant for any loss or damage whatsoever or however caused or arising (including to any joint account holders and/or any third parties), whether directly or indirectly, in connection with the ORP App and/or these Terms and Conditions, including any loss or damage arising from: (a) any Security Breach; (b) any defect or issues in respect of any Customer; (c) the refusal of any person to honour any Transaction; and/or (d) any interruption or stoppage in the Merchant's access to and/ or the use of the ORP App.  

13.    CHARGES
13.1    The Bank may provide such discounts and offers as it deems fit, from time to time, in relation to the charges applicable for undertaking the transactions through the ORP App, which may be subject to such terms and conditions as the Bank may stipulate from time to time.
13.2    Any government charges, duty, debits or tax payable as a result of undertaking transactions on the ORP App using the QR Code shall be borne solely by the Merchant and if the same is imposed upon the Bank (either directly or indirectly), the Merchant agrees and acknowledges that the Bank shall be entitled to debit such charges, duty, debits or tax from the Merchant’s account. 
13.3    The Bank shall be entitled to levy appropriate service and other charges for use of the ORP App and undertaking the Transactions, which charges shall be notified, from time to time, to the Merchant by the Bank. The Merchant hereby authorizes the Bank to recover all such charges by debiting the Merchant’s account. The Bank reserves the right to recover the charges from the Merchant and to deny any further Transaction by the Merchant using the ORP App and the QR Code until such charges are recovered by the Bank. 

14.    GRIEVANCES
14.1    The Merchant shall immediately inform the Bank, by contacting the Customer Care number as mentioned on website www.hdfcbank.com, if any irregularities or discrepancies exist in such Transaction or if such Merchant has any query or compliant in relation to the Transaction. 
14.2    In case of loss or theft of the Device, linked cards, or authentication data or if any fraud or abuse is detected, the Merchant shall immediately inform the Bank by contacting the Customer Care number and following the procedure as mentioned on website www.hdfcbank.com.
14.3    In order to be enable the Bank to investigate and respond to any complains/ query raised by the Merchant in terms of these Terms and Conditions, the Merchant shall be required to provide the Bank with all such information and documents as may be required by the Bank in this regard.
14.4    Please note that the Bank does not ask its customers for any confidential information, and therefore the Merchant/s must not share any information of a confidential nature including, but not limited to passwords, user-ID’s, etc., to any person who asks for the same.
14.5    For full details regarding our complaints procedure, please refer to the Bank’s website. Please note that the Customer Care numbers shall be as updated on the Bank’s website, from time to time.

15.    GOVERNING LAW AND JURISDICTION
15.1    The construction and validity of these Terms and Conditions shall be governed in all respects by the laws of India. The Bank and the Merchant agree that any legal action or proceeding arising out of these Terms and Conditions shall be brought before the courts or tribunals at Mumbai and irrevocably submit themselves to the jurisdiction of that court or tribunal. The Bank may, however, in its absolute discretion, choose to commence any legal action or proceedings arising out of these Terms and Conditions in any other court, tribunal or other appropriate forum and the Merchant hereby consents to such jurisdiction and waives any objection it may have now or in the future to the laying of the venue of any such legal action or proceedings and any claim that any such legal action or proceedings have been brought in an inconvenient forum. 

16.    NOTIFICATION OF CHANGES
16.1    The Bank shall have the absolute discretion to, at any point of time, (a) amend or supplement any of these Terms and Conditions; and/ or (b) change any feature and/ or benefit offered on the ORP App including, without limitation, changes which affect charges or rates and/ or method of calculation of charges with respect to the Transactions. The Bank shall communicate the amended Terms and Conditions, the changes made to the features of the ORP App and functionalities thereunder, and the revised interest, charges and rates with respect to thereto, by hosting the same on the Bank’s website or in any other manner as may be decided by the Bank, from time to time. The Merchant shall be responsible for regularly reviewing the current Terms and Conditions, including any amendments thereto as may be posted on the Bank’s website, and shall be deemed to have accepted the amended Terms and Conditions by continuing to use the ORP App.

17.    SET-OFF AND LIEN 
17.1    Notwithstanding anything to the contrary contained in these Terms and Conditions or any other document/ arrangement: (a) in respect of all and any of the Merchant’s present and future liabilities to the Bank, whether under this document or under any other obligation/ loan/ facilities/ borrowings/ document, whether such liabilities are/ be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether as principal debtor and/ or as guarantor and/ or otherwise howsoever (collectively “Liabilities”), the Bank shall in addition to any general lien or similar right to which it as a banker may be entitled by applicable law, practice, custom or otherwise, have a specific and special lien on all the Merchant’s present and future stocks, shares, securities, property, book debts, all moneys in all accounts whether current, savings, overdraft, fixed or other deposits, held with or in custody, legal or constructive, with the Bank, now or in future, whether in same or different capacity of the Merchant and whether severally or jointly with others, whether for any banking relationship, safe custody, collection, or otherwise, and (b) separately, the Bank shall have an express right to, without notice to and without consent of the Merchant, set-off, transfer, sell, realise, adjust, appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Bank’s discretion), securities, amounts and property as aforesaid (whether earmarked for any particular Liability or not) for the purpose of realising or against any of dues in respect of any of the Liabilities and to combine or consolidate all or any of accounts of the Merchant  and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon any default in payment of any part of any of the Liabilities when due in terms of such documents. 

18.    The Merchant agrees and confirms that the Bank may, for provision of the ORP App, Wallet and/or the Offline Mode functionality utilise such third party subcontractor(s)/ service providers as it may deem fit. 

19.    DECLARATION
19.1    The Merchant hereby irrevocably and unconditionally declares, confirms and agrees as under:
19.2    The Merchant has carefully read the Terms and Conditions and Schedule of Charges as applicable to the ORP App and the Transactions and the Merchant hereby agrees, undertakes and accepts the same. The Merchant hereby confirms that the form for the Application to the Bank has been filled by the Merchant. 
19.3    The Merchant hereby represent that all the particulars and information provided in the Application (including all documents referred or provided therewith) are true, correct, complete and up-to-date in all respects, and the Merchant has not withheld any information. The Merchant shall inform the Bank immediately regarding any change in any of the information provided by the Merchant in the Application. The Merchant agrees and undertakes to provide all such further information that the Bank may require, from time to time.
19.4    The Merchant understands that the Bank reserves the unqualified right to reject the Merchant’s Application without providing any reason. The Merchant agrees and understands that the Bank reserves the right to retain the Application and all documents provided therewith. The Merchant is aware that the submission of the completed Application, this declaration and all other documents/ information that the Bank may require, does not result in automatic or deemed approval by the Bank for provision of the ORP App, the provision of which shall be at the sole discretion of the Bank. The Merchant shall not hold the Bank liable for any loss, damage or delay caused to the Merchant due to the Bank rejecting its Application. The Bank's decision in this regard shall be final.
19.5    The Merchant hereby authorizes the Bank or its agents to make all references and enquiries which the Bank may consider necessary in respect of or in relation to any information provided in the Application, and the Merchant agrees and undertakes to provide full co-operation in this regard.
19.6    The Merchant authorizes the Bank to exchange, share or part with all the information, data or documents relating to the Merchant’s Application, with other its group companies, other banks, financial institutions, credit bureaus, agencies, regulator, governmental authorities or such other persons as the Bank may deem necessary or appropriate, for processing of the said information/ data by such persons or otherwise for any other use/ purpose, and the Merchant shall not hold the Bank liable for the use/ sharing of such information by either the Bank or such third parties.
19.7    The Merchant authorizes the Bank unconditionally and irrevocably to debit any and all amounts as may become payable by the Merchant in respect of the Transactions/ Wallet as per the Terms and Conditions and Schedule of Charges from the Wallet’s balance.