GOOGLE PAY FOR BUSINESS PROGRAM TERMS OF SERVICE

Last Updated: 15 September 2020

INTRODUCTION

Background. These Google Pay for Business Program Terms of Service pertain to a collection of services (collectively referred to as “Programs”) provided by Google India Digital Services Private Limited with registered office at Unit 207, 2nd Floor Signature Tower-II Tower A, Sector 15 Part II Silokhera, Gurgaon, Haryana, India, 122001 ("Google").

Google Pay for Business Program Terms. These Google Pay for Business Program Terms of Service contain two parts:

  1. PART A (General Terms and Conditions) which applies to all Programs; and

  2. PART B (Additional Program Specific Terms) which contains additional terms and conditions that apply to specific Programs.

PART A (General Terms and Conditions)

1. APPLICABLE TERMS. The Programs are subject to:

  1. the Google Terms of Service (the "Universal Terms");

  2. these Google Pay for Business Program Terms of Service;

  3. the Google Pay Brand Guidelines;

  4. the Google API Terms;

  5. the Google Pay for Business Program Policies; and

  6. the Google Privacy Policy (the “Privacy Policy”), which describes how your information is processed when you use the Program.

These six documents are collectively referred to herein as the "Combined Google Pay for Business Program Terms".

Please read each of these Combined Google Pay for Business Program Terms carefully, starting with the Universal Terms as they contain important information about your legal rights, remedies and obligations. These Combined Google Pay for Business Program Terms constitute a legally binding agreement between you and Google governing your access to and use of any Program. If you do not understand these documents or do not accept any part of them, then you should not use the Google Pay for Business Account or the Program. You understand that services may be offered incrementally on Google Pay or Google Pay for Business Platform, and that these Combined Google Pay for Business Program Terms may be applicable accordingly.

You further understand and agree that Google reserves the right to update any of these Combined Google Pay for Business Program Terms from time to time. You must ensure that you keep yourself up-to-date and read the Combined Google Pay for Business Program Terms at close intervals. If there is any conflict between these Google Pay for Business Program Terms of Services and the Universal Terms, these Google Pay for Business Program Terms of Services will prevail.

2. MERCHANT WARRANTIES

By agreeing to the Combined Google Pay for Business Program Terms, you represent and warrant that:

  • You are 18 years of age or older, and you are capable of entering into a legally binding agreement;

  • You are or represent a business located in India. If you are a business located outside India, do not use the Program; and

  • You are duly authorized to do business in India and enter into the Combined Google Pay for Business Program Terms. Your employees, officers, representatives, and other agents accessing the Program are authorized to access the Program and to legally bind you to the Combined Google Pay for Business Program Terms.

3. DEFINITIONS

Applicable Law" means all applicable laws, statutes, rules, regulations, guidelines, statutory or government notifications including Reserve Bank of India regulations and Payment Participant Rules (as defined below).

Brand Features” means all brand designations including trade names, trademarks, service marks, logos, domain names, artwork, design and other distinctive brand features of each party.

Buyer Information” is any information about a Buyer obtained by a Merchant through Google Pay App or directly from the Buyer under a Program, including personal information about the Buyer.

"Google Pay for Business Account" means the account you create with Google or Google Group Companies to avail Program(s), which may be accessed through Google Pay for Business Platform.

Google Pay for Business Platform” shall mean the ‘Google Pay for Business’ console or app operated by Google or Google Group Companies where  the details of the Google Pay for Business Account can be viewed and managed.

"Google Group Companies" or "Group Companies" means Google’s parent, its subsidiaries and associate companies, and the parent’s ultimate holding company and its direct or indirect subsidiaries, including their associate companies.

"Google Pay App" means the application operated by Google or Google Group Companies for Buyers for the purpose of facilitation of Payment Transactions and provision of bill payment services and other  technology services.

"Google Pay APIs" in relation to a Program means all APIs made available to the Merchant under the said Program by Google or Group Companies.

"Funding Account" means a credit card, bank account (through debit card or net banking), BHIM UPI account, that is registered or used by a Buyer to fund Payment Transactions.

"Merchant" means a person or entity, involved in any legal business within India, who has created a Google Pay for Business Account for such business.

"Merchant Store" means physical or online retail presence operated by the Merchant in India.

"Payment Service Providers (PSPs)" means such entities (i) which are regulated by the Reserve Bank of India under Banking Regulations Act 1949 and is authorized by the Reserve Bank of India for providing mobile banking service, and (ii) with whom Google has entered into an arrangement to facilitate UPI based Payment Transactions.

"Payment Participants" means all parties involved in the payment system including payment aggregators, card associations, National Payments Corporation of India and the Reserve Bank of India.

Payment Participant Rules” shall mean applicable rules, guidelines, directions, instructions, requests, etc. issued by Payment Participants from time to time.

"Payment Transaction" means (a) a payment instruction placed by the Buyer for the purchase of products and/or services from a Merchant on the Spot Program or SMB Program; or (b) a payment instruction placed by the Buyer via Google Pay App for the purchase of products and/or services from a Merchant on the G4B Program.

"Program" means each service access which is provided by Google to its Merchants through the Google Pay for Business Account as described in Part B (Additional Program Specific Terms), including (i) G4B Program; (ii) Spot Program; (iii) SMB Program and/or (iv) Offers Program.

Settlement Amount” means the amount (inclusive of applicable taxes levied on sale of product/ services by you to the User) to be settled to the Merchant with respect to products and services purchased by the Buyer using the Program; and  in relation to Payment Transactions to be settled by Google with a Merchant under the SMB Program shall mean an amount remaining after deducting Google Fees, refunds, chargebacks and applicable Taxes from such Payment Transaction, subject to Applicable Laws.

"Tax" or "Taxes" means all applicable government-imposed taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), fees, duties or such other similar taxes.

"User" or "Buyer" means a person or entity who makes a Payment Transaction for products and services purchased from a Merchant.

"We" or "Us" means Google.

"You", "you", "Your", "your" means a Merchant.

4. GOOGLE’S ROLE

Scope. Under each Program availed by a Merchant, Google will provide the Merchant with access to the Google Pay for Business Account and to the Program subject to the additional terms provided under Part B (Additional Program Specific Terms) of these Google Pay for Business Program Terms of Service.

Google Group Companies. Google reserves the right to use the services of its Google Group Companies to provide any of the Program to you.

Google’s Role as Intermediary. Except as stated otherwise in Part B (Additional Program Specific Terms) of these Google Pay for Business Terms, Google:

  1. is a facilitator of Payment Transactions and supports the Payment Transactions as a technology service provider as per the applicable Payment Participant Rules;
  2. is not a party to the agreement or arrangement pertaining to Payment Transactions between a Buyer and a Merchant;
  3. is not a Payment Service Provider (PSPs);
  4. is not and will not be responsible for any aspect of the products or services that you provide;
  5. is not and will not be responsible for any communications or offers made by you through Google Pay App to the Buyer or any third party;
  6. is not a party to and will not be responsible for any disputes, chargebacks or reversals arising pursuant to Payment Transactions;
  7. is not responsible for any act of Users, including, non-completion of a Payment Transaction;
  8. is neither acting as a trustee nor acting in a fiduciary capacity with respect to any Payment Transaction; and
  9. does not determine, advise or in any manner control the commercial terms of the Payment Transaction, including the price of products and services offered for sale by a Merchant.

Relationship Between the Parties. The relationship between Google, its Group Companies and You is on principal-to-principal basis. Nothing contained herein creates any association, partnership, joint venture, franchise or relationship of principal and agent, or master and servant, or employer and employee between you and Google or Google Group Companies. You will not create any such duty or obligation, whether expressed or implied, on behalf of Google. Google has no connection or interest of whatsoever nature in your business or the products or services offered/marketed by you. You acknowledge and confirm that Google and Google Group Companies have no control over your inventory of products or services.

Google’s Use of Third Party Service Providers. Google may use a third party to provide some or all aspects of a Program ("Third Party Service Provider"). For this purpose, you acknowledge and consent that Google can share details about your business with the Third Party Service Provider. You may also need to accept such Third Party Service Provider’s additional terms and conditions and meet additional requirements (“Third Party Service Provider’s Terms”) to enable the Third Party Service Provider to provide their services under the Program. Google will not be responsible or liable to you for any loss incurred by you as a result of your interaction with such Third Party Service Provider under a Program, or for any action or inaction of such Third Party Service Provider.

5. ENROLLMENT IN THE PROGRAM

Election of a Program. You may choose to apply for any of the Program through your Google Pay for Business Account including in the manner prescribed here. Once you avail a Program, in addition to the Part A of these Google Pay for Business Program Terms of Service, the applicable terms from PART B (Additional Program Specific Terms) will also apply.

You may cancel a Program you have availed, through the settings of your Google Pay for Business Account, subject to the terms in PART B (Additional Program Specific Terms).

Accuracy of Information. You will provide Google with all information and documents as may be required by Google to enrol you into a Program. Google may from time to time request additional or updated information for continued enrolment in the Program. You will keep all information provided to Google up-to-date and accurate. You warrant and represent that all information you provide to Google is true and accurate.

Verification and Disclosure of Merchant Information. Google will review and may independently verify the information you provide, including through visits to and photographs of your Merchant Store or by verifying on third party databases. Google may also provide such information and information in relation to any Payment Transaction to (i) its Payment Service Providers on whose behalf Google onboards Merchants or a Payment Participant or any relationship bank where Google has its nodal account, and (ii) any regulator or law enforcement authority as required under Applicable Law.

Cancellation of Enrolment. Google reserves the right to cancel or suspend your enrolment in a Program, at any time.

6. USE OF THE PROGRAM

Permitted Use. You will use the Program only to (1) accept payments in connection with a Payment Transaction initiated by a Buyer for a bona fide sale of your products or services; (2) communicate with and send offers to Buyers through Google Pay App; and (3) avail the technological solutions provided by Google for the Merchant Store(s).

Limitation on Use of Program. Google may establish general practices and limits concerning use of the Program, including individual or aggregate transaction limits, subject to Applicable Law.

Merchant Display. Google will have no obligation to feature you prominently or in any particular manner on Google Pay App, unless agreed otherwise by the Parties in writing (via email).

Prohibited Uses. You will not use the Program (a) for illegal purposes, or in support of illegal activities; (b) to promote or facilitate an unlawful transaction or the sale or exchange of any unlawful or prohibited products or services; (c) in connection with content or activities that are deceptive or that are prohibited under the Google Pay Policies or Google Pay Policies for Businesses; (d) in any way that suggests that your business is endorsed by Google; (e) in any way that may damage Google’s reputation or goodwill; or (f) on in any way that is not compliant with the Applicable Law.

Google may, at any time, require you to certify the compliance with the above, in writing, and you will provide such written certification together with such supporting documents as may be required by Google from time to time.

Risk Monitoring; Fraudulent, Unusual or Suspicious Transactions. Google may monitor your  Payment Transactions for high-risk practices, unusual or suspicious activity, and/or fraudulent transactions. If Google has reason to believe that there is suspicious or unusual activity being carried out, Google may reject your Payment Transactions and temporarily or permanently suspend your access to the Program.

If a Payment Transaction is rejected or is unable to be completed, Google will either transfer the funds back to the User’s Funding Account or will handle the funds in accordance with Applicable Laws and Payment Participants Rules.

Non-Transactional Remittances. You may not use the Program to process a Payment Transaction, or otherwise transfer money between you and a Buyer in any transaction, that does not directly result from that Buyer's purchase/use of a product or service unless you are engaged in non-transactional remittance business on your Spot, subject to Applicable Laws.

Discriminatory Pricing. You may not: (a) charge different purchase price to different Buyers for the same products and/or services; (b) establish a minimum or maximum purchase amount that is different for different Buyers making a purchase through the Program; (c) require a Buyer to provide you with the account numbers of any credit card, debit card, or other payment instrument in addition to information provided through the Program; or (d) add any service surcharge that is specific to a Buyer making a purchase through the Program.

Buyer Queries. If Google requires your assistance in providing information to a Buyer for any reason, including to resolve a query or dispute, you will promptly provide such assistance to resolve Buyer disputes or queries as may be reasonably requested from time to time.

Compliance with Payment Participant Rules. You will comply with all applicable rules, guidelines, directions, instructions, requests, etc., issued by Payment Participants  from time to time ("Payment Participant Rules") to avail a Program. You are responsible for keeping yourself up-to-date and compliant with all such Payment Participant Rules. For the avoidance of doubt, the Payment Participant Rules are between you and the respective Payment Participant. Google is not liable for any actions or inactions of such Payment Participants.

7. DELIVERY, INVOICES AND CUSTOMER SUPPORT

Obligation to Deliver. You are responsible for delivery of products or services to Buyers. If you are unable to deliver the whole or any part of the products or services, you will inform the Buyer and take immediate action to refund the payment amount in whole or in part.

Proof of Delivery. You will maintain proof of delivery with respect to each Transaction for a period of at least seven (7) years from the date of delivery, and make proof of delivery available to Google on request.

Risk of Delivery. All risks associated with the delivery will be borne solely by you; and any disputes regarding the product or service purchased, including quality, merchantability, non-delivery, delay in delivery, will be resolved directly between you and the Buyer.

Invoices. You are responsible for raising an invoice on the Buyer, with a description of the products or services sold, and such other details as may be required by Applicable Law. You will maintain proper records of invoices and transactions as required by Applicable Law.

Responsibility for Customer Support. All issues relating to products and services offered for sale by you including purchase price, order fulfillment, order cancellation, returns, refunds and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with your personnel, policies or processes, are solely your responsibility. When offering customer support, you will always present yourself as a separate entity from Google and its Group Companies.

You will make customer support available during all hours when you are open for business. You will respond promptly to Buyer support requests. Customer support will include appropriate guidance to Buyers on how to contact you for customer support.

8. DISPUTES, CHARGEBACKS AND REFUNDS

Disclaimer of Liability. Except as provided under Part B (Additional Program specific terms)  you are solely responsible for all refunds and chargebacks. Google’s role in facilitating such refunds or chargebacks will be limited to that of an intermediary, and Google will not be liable for any claims, disputes and penalties which may arise in connection with refunds or chargebacks.

Chargebacks. All chargebacks or settlement adjustments in relation to Payment Transactions shall be facilitated in accordance with Applicable Law, including specifically any applicable regulations or operating guidelines issued by the Reserve Bank of India (RBI) and the NPCI. In the event a chargeback is initiated by a User, you will provide Google with all information and documentation, and any other assistance reasonably required, for Google to facilitate the chargeback in accordance with applicable laws.

Refund and Cancellation. You are responsible for refunds and cancellations. You should maintain a fair refund, cancellation or adjustment policy in accordance to the products or services offered. You must disclose your return or cancellation policy to Buyers before transacting with them.

Disputes or Complaints. If there is a dispute or complaint relating to your use of or participation in the Program, and in particular related to chargebacks or refunds, You will provide Google with all information and documentation, and any other assistance reasonably required, for Google to investigate and/or defend such claims.

9. COMMUNICATION PLATFORM

Communication Platform. The Program provides tools to facilitate communication between you and Buyers who are registered on Google Pay App platform. Google provides these tools as a platform and is not responsible for the content of any communications.

Responsibility for Communications. You are responsible for the content of any communication you make to Buyers. You will ensure that no illegal, unlawful or unauthorised communication is made to Buyers through the Program. Google reserves the right to suspend or terminate your use of the Program, in whole or in part, in the event of any communication that is not in compliance with these Google Pay for Business Program Terms of Service or the Google Pay for Business Program Policies.

Collection of Communication Data. Google reserves the right through automated means, to collect, store, use, access your communications on Google Pay App or Google Pay for Business Platform for the purposes outlined in these Google Pay for Business Program Terms of Service.

10. USE OF BUYER INFORMATION

Responsibility for Compliance. Your use of any Buyer Information provided to you through the Program will comply with Applicable Laws, your agreements with your Payment Participants, your privacy policy, Payment Participant Rules (if applicable) and Google’s partner information protection addendum.

Permitted Uses. You will not use or share any Buyer Information except to process a Payment Transaction that the Buyer requested and to maintain the Buyer's account with you, or as otherwise expressly permitted by the Buyer.

11. PROGRAM TERMS

11.1 MERCHANT’S BRAND FEATURES

Use of Merchant Brand Features. The Merchant grants Google a limited, non-exclusive, non-sublicensable, royalty free right to use the Merchant’s Brand Features on Google Pay App or Google Pay for Business Platform, as applicable, for communications, promotions, mobile applications, and other agreed forms, as required by Google to perform services under a Program.

Revocation of Right. When the Merchant no longer participates in the Program, the Merchant may revoke the permission granted in this paragraph to use the Merchant’s Brand Features by providing a written notice to Google and a reasonable period of time to cease such use.

The Merchant represents and warrants that no Merchant Brand Features will infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights.

The Merchant acknowledges and agrees that Google will manage, use, store, retain and process the Merchant’s Brand Features, or remove any Merchant’s Brand Features if Google receives notice or otherwise reasonably believes that such Brand Features may infringe, misappropriate, or otherwise violate any third party's intellectual property.

12. DATA SECURITY

Safeguards. At all times that you (or those acting on your behalf) have access to Google or its Group Companies' confidential information (which for purposes of these terms includes Buyer Information) ("Confidential Information"), you will, and will ensure that those acting on your behalf, maintain reasonable administrative, technical and physical controls designed to ensure the privacy, security, and confidentiality of that information. These controls will meet or exceed relevant industry standards and the requirements prescribed under Applicable Law (if any). These controls will limit the collection, storage, disclosure, use of, or access to Confidential Information solely to personnel and for purposes authorized by the Google Pay for Business Program Terms of Service. These controls will be appropriate to your role, operations and exposure to Buyer Information under the Google Pay for Business Program Terms of Service. You will ensure that anyone acting on your behalf is subject to these controls or otherwise provides equivalent or greater protections for the security and privacy of Confidential Information. At any time upon Google's request, you will cooperate with Google's reasonable efforts to assess the adequacy of these controls and the controls of anyone acting on your behalf.

Access Controls. You and those acting on your behalf will: (a) maintain reasonable controls to ensure that only individuals who have a legitimate need to access Confidential Information under the Google Pay for Business Program Terms of Service will have such access; (b) promptly terminate an individual's access to Confidential Information when such access is no longer required for performance under the Google Pay for Business Program Terms of Service; and (c) be responsible for any unauthorized access to Confidential Information under your custody or control.

Data Protection. To the extent that you access, use or otherwise process Buyer Information, you will:

  1. comply with all privacy, data security, and data protection laws, directives, regulations, and rules in any jurisdiction applicable to you;

  2. use or otherwise access Buyer Information only for purposes which are consistent with Applicable Law and the consent obtained from the individual to whom the Buyer Information relates, and as expressly permitted in the Google Pay for Business Program Terms of Service; and

  3. implement appropriate organizational and technical measures to protect Buyer Information against loss, misuse, and unauthorized access, disclosure, alteration and destruction.

You will regularly monitor your adherence to this obligation and immediately notify Google in writing if you determine that you can no longer, or there is a significant risk that you can no longer, meet the obligation in this subsection and either cease processing or immediately take other reasonable and appropriate steps to remediate such failure to provide adequate levels of protection.

Security Incident Response Program. You will maintain a reasonable incident response program to respond to Security Incidents. If you have reason to believe that a Security Incident has occurred, you will promptly contact Google using this link and provide a complete description of the details known about the Security Incident. "Security Incident" means an actual or reasonably likely loss of or unauthorized disclosure, access, or use of Google Confidential Information or Program data as provided here.

13. FEES

Payment Participants or Third-Party Fees. You may incur charges or fees, including access or data fees, that may be levied by Payment Participants or Third Party Service Providers in connection with your use of Program. You are solely responsible for all such fees.

Google Fees. Each Program is provided at the rate agreed between the Merchant and Google (the “Google Fees”) in writing.

Invoicing. Unless otherwise specifically agreed under Rate Card Exhibit, calculation of Google Fees will be based on Google data and reporting. Any bank charges shall be borne by the Merchant. Google will calculate and invoice Google Fees in INR within sixty (60) days from the end of each calendar month. Any delay in raising invoices will not relieve you of your obligation to pay invoices. Invoices will remain valid regardless of issuance date until the invoice amount has been paid. Invoices will be due thirty (30) days from invoice date. Any bank charges applicable on the Google Fees shall be borne by you. Google shall have the right to offset any amount that has been invoiced by Google but not paid against payments, if such amounts are unpaid ninety (90) days from the date of invoice. Unless otherwise agreed in writing, Google Fees will always be calculated on the basis of the data available with Google.

Maintenance of Records. You shall maintain complete and accurate financial and accounting records in connection with Payment Transactions completed through the Program.

Google’s Audit Rights. Upon request from Google and at its cost, Google and/ or its auditors shall be given reasonable access at reasonable times to your premises and documentation as Google may reasonably request in order to assure your compliance with the Google Pay for Business Terms. If any audit reveals that there is a difference in data provided thereby causing Google to under invoice you, Google shall raise an invoice for the deficit and you shall remit to Google such amounts due, and any interest (at the lesser of two percent (2%) per month or the highest percentage permitted by Applicable Law) with respect thereto, within thirty (30) days of an invoice submitted by Google to you.

14. TAXES

Compliance. Both parties will comply with Applicable Laws relating to Taxes.

Responsibility for Taxes. You are responsible for levy, collection, deposition and reporting of taxes on the sale or facilitation of products / services by you to the Buyer.

Withholding Obligations on Google. Where any income tax or withholding tax or tax collection at source or such other Taxes are determined to be applicable on any payments or remittances to you, Google will have the right to deduct and deposit such applicable Taxes with the appropriate authority in compliance with the Applicable Law.

Levy of Taxes by Google. If Google is obligated to collect or pay taxes, the taxes will be invoiced to you in addition to the Google Fees, unless you provide Google with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.

Billing and tax information. Any services provided by Google will be provided from Google’s offices at No. 4018 of level 4/4th, Block C, Divya Sree Omega Sy No. 13 EE and 13/U, Kondapur Main Road, Hyderabad- 500081 or such other office as Google notifies to you. If required under applicable law, you will provide Google with applicable tax identification information (Goods and Services Tax Identification Number (“GSTIN”), the location where the services would be received by you, your tax status etc.) that Google may require to ensure its compliance with applicable tax regulations in India. You acknowledge that all the details provided such as the GSTIN, location where the services would be received by you, tax status etc. are correct. You will be liable to pay (or reimburse Google for) any taxes, interest, penalties or fines arising out of any mis-declaration by you.

Withholding obligations on Merchant. If you are required by law to withhold any amounts for Income Tax on your payments to Google, you must provide Google in a timely manner with a withholding tax certificate or other appropriate documentation to support such withholding as per the applicable tax laws in India.

The Parties will bear their own income taxes.

15. PROTECTION OF INTELLECTUAL PROPERTY

Ownership of IPR. Google or Google Group Companies retains all right, title and interest, including without limitation all Intellectual Property Rights relating to the Program (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, materials, guidelines, and documentation. You do not acquire any right, title, or interest therein, except for the limited use rights expressly set forth in the Terms. Any rights not expressly granted to you in the Terms are deemed withheld.

No Right to Modify. You agree not to and not to permit any third party to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Pay for Business Account or the Program’s services.

16. PRIVACY AND COMMUNICATION

Privacy. Google’s Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Programs, you agree that Google can use such data in accordance with the Privacy Policy.

Communication. You agree and specifically consent to the collection, storage and use of your information for communications from or with Google. You further agree and specifically consent that Google may, on our own or through Third Party Service Provider, send you emails, SMSs, or communicate with you through other means, for:

  1. providing you with Program and transactional or account related information;
  2. promoting Google Pay App, Google Pay for Business Platform, the Program or other Google services;
  3. promoting Group Companies’ services, including any offers or schemes or prizes that may be provided by these entities;
  4. promoting new products and activities of Google;
  5. investigating or resolving any product or Program related concerns including complaints;
  6. obtaining your invaluable feedback; or
  7. facilitating Merchant offers or vouchers.

Feedback. In order to serve you better, we may also send you surveys to understand: (i) your experience with the Program, and/or (ii) your needs and requirements.

You may choose to, or we may invite you to, submit comments or ideas about Google Pay App, Google Pay for Business Platform or the Program, including without limitation about how to improve the Program or our products. By submitting any idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the idea without any additional compensation to you, and/or to disclose the idea on a non- confidential basis or otherwise to anyone.

17. THIRD PARTY ACCOUNTABILITY

You are required to set up a Google Pay for Business Account to access the Program. To protect your Google Pay for Business Account, you should keep your access credentials confidential. You are responsible for the activity that happens on or through your Google Pay for Business Account. Google disclaims any liability for any loss or injury that may be caused to you or any Buyers on account of your failure to implement adequate safeguards to secure your Google Pay for Business Account access credentials.

18. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Google, Group Companies, the Payments Participants and their respective directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any and all claims, demands, causes of action, debt or liability, including attorneys’ fees and costs incurred by the Indemnified Parties arising out of or related to:

  1. your websites, content and/or Brand Features;

  2. your use of the Program, including to any refunds or chargebacks, and any third party claims arising from data routed into Google’s APIs by you;

  3. your breach of or non-compliance with the Combined Google Pay for Business Program Terms of Service or the policies and guidelines mentioned thereunder;

  4. your Merchant Offers and Vouchers;

  5. any dispute or litigation caused by your actions or omissions; or

  6. your negligence or violation or alleged violation of any Applicable Law or rights of a third party.

19. DISCLAIMER

THE PROGRAM, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE SERVICES UNDER THE PROGRAM, ARE PROVIDED "AS IS."

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, GOOGLE, GOOGLE GROUP COMPANIES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING DEVICE MANUFACTURERS (COLLECTIVELY, "GOOGLE PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE PROGRAM OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE PROGRAM, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE PROGRAM. EACH GOOGLE PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE PROGRAM, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. GOOGLE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE. GOOGLE WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF PAYMENT TRANSACTIONS, P2P PAYMENTS OR ANY OTHER PART OF THE PROGRAM OR SERVICES THEREUNDER.

THE GOOGLE PARTIES ARE NOT RESPONSIBLE FOR THE ACCURACY OF ANY PAYMENT INSTRUMENT, INCLUDING, WITHOUT LIMITATION, WHETHER SUCH INFORMATION IS CURRENT AND UP-TO-DATE. WITHOUT LIMITING THE GENERALITY OF THE PRECEDING SENTENCE, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT SUCH INFORMATION IS REPORTED BY THE ISSUER AS OF A PARTICULAR TIME ESTABLISHED BY THE ISSUER AND MAY NOT ACCURATELY REFLECT YOUR CURRENT TRANSACTIONS, AVAILABLE BALANCE, OR OTHER ACCOUNT OR PROGRAM DETAILS AT THE TIME THEY ARE DISPLAYED TO YOU THROUGH THE PROGRAM.

20. LIMITATION OF LIABILITY; FORCE MAJEURE

IN NO EVENT WILL GOOGLE PARTIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GOOGLE PARTY OR THE PROGRAM, OR ANY GOODS, SERVICES, OR INFORMATION PURCHASED, RECEIVED, SOLD, OR PAID FOR BY WAY OF THE PROGRAM, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE GOOGLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT WILL THE GOOGLE PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE COMBINED GOOGLE PAY FOR BUSINESS PROGRAM TERMS EXCEED THE NET FEES GOOGLE HAS ACTUALLY RECEIVED AND RETAINED FROM VALID PAYMENT TRANSACTIONS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

Nothing in these Google Pay for Business Program Terms of Service is intended to exclude or limit the liability of any party for (i) death or personal injury; (ii) fraud; (iii) fraudulent misrepresentation; or (iv) any liability that cannot be excluded or limited by law.

You and Google acknowledge that each party has entered into these Combined Google Pay for Business Program Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties.

In addition to and without limiting any of the foregoing, Google Parties shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and internet disturbances.

21. TERMINATION AND SUSPENSION

Google may suspend or stop providing the Program to you, immediately and without any notice, if you do not comply with these Combined Google Pay for Business Program Terms or if we are investigating suspected misconduct. Google reserves the right to suspend or terminate your use of the Program, without liability to you or any third party.

22. GOVERNING LAW; JURISDICTION

These Google Pay for Business Program Terms of Service will be governed by and construed in accordance with the laws of India. You agree that any legal action or proceedings arising out of these Google Pay for Business Program Terms of Service will be brought exclusively in the competent courts/tribunals having jurisdiction in New Delhi, India. You irrevocably submit yourself to the jurisdiction of such courts/tribunals.

You understand that Google may share information that you provide to Google in order to satisfy Applicable Law, regulation, legal process or an enforceable governmental request.

23. MODIFICATION OF THE GOOGLE PAY FOR BUSINESS PROGRAM TERMS OF SERVICES OR THESE COMBINED GOOGLE PAY FOR BUSINESS PROGRAM TERMS

Modification of Terms. Google may modify any portion of the Program, these Combined Google Pay for Business Program Terms, and any policies mentioned in these Google Pay for Business Program Terms of Service, at any time. The changes will become effective and will be deemed accepted by you after their initial publication and will apply on a going-forward basis with respect to any use of the Program after the publication date. In the event you do not agree with any part of the modified Combined Google Pay for Business Program Terms, your sole and exclusive remedy is to terminate your use of the Program. You agree that your continued use of the Program constitutes your agreement to the modified Combined Google Pay for Business Program Terms.

Suspension of Program. Google may at any time modify or discontinue, temporarily or permanently, the Program, Google Pay App,  the Google Pay for Business Platform or any services thereunder in whole or in part, with or without notice. Google may also change any aspect of the Program, including the applicable Google Fees. If you do not agree to the changes, please stop using the Program. Your continued use of the Program, after implementation of the change(s) will constitute your agreement to such change(s). Google will not be liable to you or to any third party for any modification, suspensions, or discontinuance of any part of the Program.

24. ENGLISH LANGUAGE CONTROLS

Any translation of these Combined Google Pay for Business Program Terms is provided for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language.

25. ASSIGNMENT

These Combined Google Pay for Business Program Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you. Google may assign, in whole or in part, the benefits or obligations of the Combined Google Pay for Business Program Terms at its discretion, subject to Applicable Law.

26. WAIVER

Unless otherwise expressly stated hereunder, the failure to exercise or delay in exercising a right or remedy under the Combined Google Pay for Business Terms will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy hereunder will prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

27. SURVIVAL OF PROVISIONS

The provisions of the Combined Google Pay for Business Program Terms, which by their nature and content are intended to survive the performance hereof by any or all parties hereto will so survive the completion and termination of the Combined Google Pay for Business Program Terms.

28. SEVERABILITY

If any provision of the Combined Google Pay for Business Program Terms are or become, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision will apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the Combined Google Pay for Business Program Terms unlawful or otherwise ineffective, the remainder of the the Combined Google Pay for Business Program Terms will remain in full force, and the unlawful or otherwise ineffective provision will be substituted by a new provision reflecting the intent of the provision so substituted.

PART B (Additional Program Specific Terms)

This PART B contains additional terms specific to each Program (G4B Program,  Spot Program, SMB Program and/or Offers Program ). In the event of any conflict (direct or indirect) between any provision in PART A (General Terms and Conditions) and any provision in PART B (Additional Program Specific Terms), the provision in Part B (Additional Program Specific Terms) shall prevail and apply.

1. G4B PROGRAM:

G4B Program. The “G4B Program” enables Merchants to sign up for the Google Pay for Business Platform and use Google Pay App to accept payments for products and services purchased by a Buyer on the Merchant Stores.

Additional Terms. If a Merchant avails G4B Program, then following additional terms apply:

  1. Google’s Role. Google’s role under the G4B Program will be limited to providing technical services to enable you to provide Google Pay App as a payment option at your Merchant Store. You are solely responsible for your engagement with Users including, but not limited to, for any Payment Transactions, communication made to Users, delivery of products and services, and investigating and resolving disputes with any User.
  2. No Settlement Services. Google does not provide settlement services under the G4B Program, and does not receive or pool funds payable to the Merchants. You will require a bank account  in order to receive the Settlement Amount. Google is not responsible for and will not be involved in the money flow. The consideration for Payment Transactions completed on Google Pay App will move directly from the Buyer to you.
  3. Agreements with Payment Participants. Your contractual arrangement with the Payment Participant(s) and Applicable Laws will govern the manner of processing transactions, settlement process and dealing with disputes, chargeback and reversals.  You are solely responsible for the establishment of agreements with the respective Payment Participant (and all fees, charges and expenses arising from that relationship) for processing Payment Transactions, receiving settlement and dealing with chargeback and other reversals related to Payment Transactions.
  4. Completion of Transaction. Google is not responsible for any acts or omissions of Buyers, including a Buyer’s failure to complete a Payment Transaction. The facilitation of a Payment Transaction does not guarantee that a Buyer has sufficient funds available in his/her Funding Account, that the transaction will be authorized or processed, or that the Payment Transaction will not later result in a chargeback or other reversal.
  5. Payment Date. You understand that the date of Payment Transaction shall be deemed to be the payment date irrespective of the date of receipt of payment in your Settlement Account.
  6. Bill Payment. If you are providing bill payment services, you will ensure that all billing information provided is true and accurate. You must ensure that the User is aware of the due date, late fee and any additional charges applicable. You must ensure that the User has access to complete details regarding the bill amount, including any taxes, service charge or other fee charged. You expressly authorize Google to facilitate bill payments due to you by Users through the Google Pay App platform, including by using the services of your respective Payment Participants. You further authorize us to store, use, access and display the bill payment account information, on your behalf for the purpose of providing bill payment collection services to the User. You agree that your bill payment account information may be shared with Payment Participants for the purpose of offering this billing service to you and Users. You warrant and represent that you have obtained all permissions/consents from the User and biller (if you are not the end biller) in this respect.
  7. Google Fees. You agree that Google may charge you Google Fees for access to the G4B Program. Such Google Fees will be separately agreed in writing between you and Google.
  8. Google Pay APIs. Your use of the G4B Program is subject to your compliance with the Google Pay API Terms.

2. SPOT PROGRAM:

Spot Program. The “Spot Program” enables a Merchant to create a unique and customisable web-based experience (“Spot”) for its Buyers on Google Pay App, by using Google Pay APIs.

Additional Terms. If a Merchant avails Spot Program and signs a Rate Card Exhibit with Google, then the  following additional terms apply:

  1. Google’s role. Google’s role under the Spot Program is limited to providing technical services to enable you to establish your Spot. You are solely responsible for and have control over the Spot and the quality and nature of services provided on such Spot. You agree to be solely responsible for complying with all Applicable Laws in relation to the business conducted through the Spot including all relevant licenses, and regulatory approvals under Applicable Laws.
  2. No Settlement Services. Google does not provide settlement services under the Spot Program, and does not receive or pool funds payable to the Merchants from the Buyer. You will require a bank account in order to receive the Settlement Amount. Google is not responsible for and will not be involved in the money flow. The consideration for Payment Transactions completed on a Spot will move directly from the Buyer to you.
  3. Spot. The design and architecture of your Spot will be owned and controlled by you. You acknowledge that you are solely responsible for (1) developing and operating your Spot and you warrant that you have the necessary resources and technical wherewithal to do so; and (2) establishing your own terms of engagement with the User through your Spot. To the extent you choose to a third party to develop and/or design your Spot, you hereby authorise Google to share and provide access to your Spot to such third party. You hereby indemnify Google against all actions of such third party in relation to your Spot.
  4. Spot Policy. You will at all times comply with the Google Policies for Partners on the Spot Platform  (“Spot Policy”). Google will notify you of any changes to the Spot Policy and your continued participation in the Spot Program and your continued use of the Spot will be deemed acceptance of such changes. Google shall have the right to review your Spot at any time, for ensuring your continued compliance to the Spot Policy.
  5. Customer support. Customer support in relation to the goods or services provided through your Spot will be managed and owned by you.
  6. Operations on Spot. You acknowledge that once Users choose to access and are redirected to your Spot, Google or Google Group Companies will have no control or real time oversight over the operation and management of your Spot or conduct of the Users.  Merchants shall (1) maintain a fair and reasonable terms of engagement with the User on the Spot, (2) not indulge in deceptive or fraudulent practices, (3) maintain fair pricing terms; ensure that’s its offerings are serviceable, (4) refrain from making any representations or statement which could be reasonably expected to cause any doubts or expectations about Google’s involvement in the sale, purchase, fulfilment etc the minds of the User/ Buyer.
  7. Inventory Management. You will be responsible for ensuring that pricing and inventory information for your Spot is regularly updated and remains accurate at all times. You agree that Google's role is limited to displaying this information on an as-is basis. Further, Merchant will be solely and exclusively responsible for the delivery and fulfilment of any order placed by the User through the Spot.
  8. Inventory Data Storage. You will store data pertaining to usage of your Spot on your server and will share information as requested by Google from time to time.
  9. Accessibility Guidelines. You represent and warrant that your Spot  meets, and will meet at all times, the Web Content Accessibility Guidelines 2.0 AA requirements (available at https://www.w3.org/TR/WCAG20/).
  10. Google Fees. You agree that Google may charge you a Google Fees for access to the Spot Program. Such Google Fees will be separately agreed in writing between you and Google (“Rate Card Exhibit”). All exhibit(s) previously signed by you under a collaboration agreement with Google, in relation to your Spot, hereby stand terminated. Where the exhibit had not expired prior to such termination and you have not signed a separate Rate Card Exhibit with Google, the provisions under such exhibit are deemed as Rate Card Exhibit for the purpose of continuity of the Spot program for such balance term or until a new Rate Card Exhibit is signed, whichever is earlier. For clarity, all deemed Rate Card Exhibits are deemed to be an addendum to these Combined Google Pay for Business Program Terms. However, in case of conflict between such deemed Rate Card Exhibit and these Combined Google Pay for Business Program Terms, the deemed Rate Card Exhibit will prevail.
  11. Google Pay APIs. Your use of the Spot Program is subject to your compliance with the Google Pay API Terms.
  12. Fintech Spot. If your Spot serves the fintech category under the Rate Card Exhibit then the following additional terms apply:
    1. Google is not responsible for non-payment of loan amounts or equated monthly instalment (EMI) by the user for loans availed through your Spot. It is clarified that you are responsible to comply with the Know Your Customer information requirements as may be applicable to you in accordance with Applicable Laws and have all relevant licenses and regulatory approvals under Applicable Laws with respect to conducting your business and performing obligations undertaken pursuant to the Rate Card Exhibit and these Combined Google Pay for Business Program Terms. It is hereby further clarified that Google is only a technology service provider and You shall be responsible for ensuring compliance of your lenders and users with Applicable Law while providing loans and other credit facilities.

    1. You will share data (including total loan disbursement amount and transaction/loan ID of users completing loan applications offline or on any other platform) with Google in the format required within 2 business days from the end of the month.

3. SMB PROGRAM

SMB Program. The “SMB Program” enables a Merchant to accept various forms of payments for products and services purchased by a Buyer at the Merchant’s Store through their Google Pay for Business Account on the Google Pay for Business app.

Additional Terms. If a Merchant avails SMB Program, then the following additional terms apply:

  1. Google’s Role. Google role under the SMB Program is limited to providing payment facilitation services to enable you to  accept Payment Transactions from Buyers. However, the facilitation of a Payment Transaction does not guarantee that (a) a Buyer has sufficient funds available in the Funding Account used; (b) that the Payment Transaction will not later result in a chargeback or other reversal. You are solely responsible for your engagement with Users including, but not limited to, for any Payment Transactions, and investigating and resolving disputes with any Users.

  2. Settlement Services. By participating in the SMB Program, you authorise Google to receive the Payment Transaction on your behalf in Google’s account, subject to Applicable Laws. Payment by a Buyer to Google under the SMB Program will be considered the same as a payment made directly to you, and you will provide the purchased product or service to the Buyer in the same manner, as if you have received payment directly from the Buyer. Google’s obligation to pay you is subject to and conditional upon successful receipt of the associated payments from Buyers. Google will remit the Settlement Amount to you in accordance with Applicable Laws and these Google Pay for Business Terms.
  3. Final settlement. For the purpose of final settlement with a Merchant, the payment of the Settlement Amount shall not be later than one day after the date of confirmation by the Merchant to Google about delivery of goods to the customer. Merchant and Google may agree on earlier settlement also.
  4. Merchant OnboardingYour participation in the Program as an SMB Merchant will be subject to Google’s onboarding process, and your compliance with the baseline security controls which is based on the tiers identified by Google. You hereby authorize Google to conduct a comprehensive security assessment on your systems and databases during onboarding in compliance with Applicable Law. Google shall in its sole discretion have the right to move Merchants from one tier category to another based on various risk markers.
  5. Disputes, Chargebacks and Refunds. All disputes, chargebacks, cancellations and refunds of Payment Transactions will be in accordance with, the applicable Payment Participant Rules and Applicable Law. You agree to provide such cooperation including documents, information or receipts, as may be necessary and requested by Google, to facilitate (a) the resolution of a complaint; (b) a chargeback or refund; (c) the cancellation of a Payment Transaction.
  6. Google Fees. Google Fees, as set forth here, may be charged for the SMB Program.

4. OFFERS PROGRAM

Offers Program. The “Offers Program” enables Merchants to (1) provide offers  ("Merchant Offers") and vouchers for discounts (“Vouchers”) for your products and services to Buyers registered on the Google Pay App, and/or (2) earn benefits and rewards by availing the offers made by Google in the Google Pay for Business Platform, as further described and subject to the offer specific terms published with each offer (each a “Google Pay for Business Offer”).

Additional Terms for Merchant Offers and Vouchers. If a Merchant chooses to participate in Merchant Offers or Vouchers under the Offers Program, then the following additional terms apply:

  1. Google’s Role. Unless and except to the extent otherwise agreed in a separate written agreement signed by Merchant and Google: (a) Google’s role in relation to the Merchant Offers and Vouchers under the Offers Program is limited to providing technical services to enable you to communicate the Merchant Offers and/or Vouchers to the Buyers registered on the Google Pay App; (b) Google does not provide any financial backing, guarantee or assurances for the purposes of providing Merchant Offers or Vouchers; (c) Merchant Offers and Vouchers are between you and the eligible Buyer; and (d) you are solely responsible for fulfilment of all Merchant Offers and Merchant Vouchers including, but not limited to, for communication and redemption of the Merchant Offers or Vouchers, and investigating and resolving disputes with such Users.

  2. Merchant Offers and Vouchers. Merchant Offers and Vouchers will be routed through the Program’s offers process and will be subject to Google’s prior approval. All Merchant Offers and Vouchers shall only be made in compliance with the Applicable Laws including applicable consumer protection law and gambling laws. Google shall have liberty to take down any offer or voucher if Google in its sole discretion determines that it is in violation of Applicable Laws or its policies. The Merchant shall provide all such information and details in relation to the Merchant Offers and Vouchers that may be requested by Google from the Merchant in order to facilitate the communication of the Merchant Offers and Vouchers.

  3. Communication of Merchant Vouchers. You may provide Vouchers to be distributed to Buyers by Google at Google’s discretion.

Additional Terms for Google Pay for Business Offers. If a Merchant avails any Google Pay for Business Offer, then the following additional terms apply:

  1. Google Pay for Business Offer Eligibility. In addition to your compliance with the Combined Google Pay for Business Program Terms, you must meet the eligibility requirements for each Google Pay for Business Offer to participate. Details of the Google Pay for Business Offers and the eligibility terms and conditions for such an offer will be provided in the offers page of your Google Pay for Business Platform. A Google Pay for Business Offer may vary from Merchant to Merchant. Please read the accompanying terms and conditions applicable to your Google Pay for Business Offer, as provided in your Google Pay for Business Platform carefully.

  2. Additional T&C for Google Pay for Business Offers. To participate in a Google Pay for Business Offer, you must agree to any terms and conditions accompanying such Google Pay for Business Offer. You agree that your participation in a Google Pay for Business Offer constitutes your understanding of, and agreement to the individual Google Pay for Business Offer terms and conditions published with that offer. Google reserves the right, at its sole discretion, to disqualify you if you do not meet the concerned Google Pay for Business Offer’s  requirements or in case of reasons including but not limited to any misuse of such offer or fraud or suspicious transactions/activities. Google also reserves the right to discontinue or change any Google Pay for Business Offer at any time, at its sole discretion.

  3. Expiration of Google Pay for Business Offer Rewards. Some rewards may require you to claim them by ‘scratching’ a scratch card to reveal the reward, tapping a ‘claim’ button or similar. You must claim any such reward within 45 days after receipt in the Google Pay for Business Platform. Any rewards you do not claim within 45 days of receipt, are subject to expiry by Google, at its discretion and without further notice to you. Google will not have any liability or responsibility to you for your failure to claim or redeem a reward. If you do not claim your Google Pay for Business Offer rewards within 45 days of receipt, or link your UPI enabled savings account to your Google Pay App account within 45 days of claiming the reward, your reward will be deemed to be forfeited and will no longer be available to you.