Merchant Service Agreement


TrustlyPay Financial Technology Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at [Registered Office Address] (“TrustlyPay”, “we”, “our”, “us”); and

The Merchant (“Merchant”, “you”, “your”), whose details are provided in the Merchant Onboarding Form.

WHEREAS:

  • TrustlyPay is engaged in providing digital payment, AEPS, mATM, UPI, taxation, and insurance distribution services.
  • The Merchant desires to avail the services of TrustlyPay for accepting payments and conducting transactions in accordance with applicable laws.

NOW, THEREFORE, the Parties agree as follows:

Scope of Services

TrustlyPay shall provide the Merchant with:

  • AEPS (Aadhaar Enabled Payment System) services for cash withdrawal, balance enquiry, and mini statements.
  • Micro ATM (mATM) services for debit card transactions.
  • UPI and Payment Gateway services for acceptance of digital payments.
  • Taxation facilitation services.
  • Insurance distribution services through licensed partners.

Merchant Obligations

  • Complete KYC verification and provide accurate, valid documentation.
  • Comply with all applicable RBI, NPCI, UIDAI, IRDAI, GST, and Income Tax laws.
  • Ensure all AEPS/mATM transactions are performed only with the consent of the account holder.
  • Maintain confidentiality of customer data.
  • Not engage in prohibited transactions or restricted businesses without prior approval.

TrustlyPay Obligations

  • Provide services with reasonable care and skill.
  • Ensure settlements are processed within agreed timelines, subject to bank/network availability.
  • Maintain confidentiality and data security in accordance with applicable regulations.
  • Notify the Merchant of any material changes in policies or charges.

Fees & Settlement

  • Merchant agrees to pay service fees as per the commercials agreed at onboarding.
  • Settlement shall be made on a T+0, T+1, or other agreed basis.
  • TrustlyPay reserves the right to withhold or delay settlements in cases of suspected fraud, chargebacks, or regulatory requirements.

Disputes & Chargebacks

  • Merchant shall be liable for any disputed transactions, chargebacks, or fraudulent activities originating from their account.
  • Dispute resolution will be as per applicable NPCI, bank, or card network guidelines.

Taxes

  • Merchant shall bear all applicable taxes, including GST, on the fees payable to TrustlyPay.
  • TrustlyPay will issue GST-compliant invoices.

Confidentiality

  • Both parties shall keep confidential all proprietary or sensitive information received from the other party.
  • This obligation survives termination of the Agreement.

Term & Termination

  • This Agreement shall commence on the Effective Date and continue until terminated by either party with 30 days’ prior written notice.
  • TrustlyPay may terminate immediately for breach of Agreement, fraud, or regulatory non-compliance.

Limitation of Liability

  • TrustlyPay shall not be liable for indirect, incidental, or consequential damages.
  • Liability shall not exceed the total fees paid by the Merchant in the 3 months preceding the claim.

Governing Law & Jurisdiction

  • This Agreement shall be governed by the laws of India.
  • Disputes shall be subject to the exclusive jurisdiction of the courts of respective city and state.

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above.