PAYJUDE
SERVICE LEVEL AGREEMENT FOR RETAILER / DISTRIBUTOR / SUPER DISTRIBUTOR
THIS AGREEMENT
This Retailer / Distributor / Super Distributor Agreement (“Agreement”) is entered into on this 10th day of AUGUST, 2026 (“Effective Date”).
BY AND BETWEEN
M/s. XENN TECH, operating under the brand name “PAYJUDE”, having its registered/principal office at:
Address: PLOT NO.30, ABHYUDAYA NAGAR COLONY, VANASTHALIPURAM, HAYATH NAGAR, HYDERABAD, RANGAREDDY - 500070
hereinafter referred to as “PAYJUDE”, “Company”, or “Principal”, which expression shall, unless repugnant to the context, include its successors and permitted assigns;
AND
Name of Participant:
Business / Firm Name:
Registered Address:
PAN:
GSTIN (if applicable):
Mobile:
Email:
Participant ID:
hereinafter referred to as the “Participant”, which expression shall, unless repugnant to the context, include its legal representatives, successors and permitted assigns.
PAYJUDE and the Participant are individually referred to as a “Party” and collectively as the “Parties.”
1. PURPOSE OF THE AGREEMENT
1.1
The purpose of this Agreement is to establish the terms and conditions under which the Participant is authorized to access, promote, distribute, facilitate, or provide PAYJUDE-approved products and services, strictly within the scope and limits authorized by PAYJUDE.
1.2
This Agreement establishes the rights, responsibilities, operational standards, compliance obligations, transaction procedures, customer-verification requirements, settlement procedures, fraud-prevention obligations, chargeback responsibilities, financial-risk allocation, confidentiality obligations, and termination rights applicable to the Participant.
1.3
The Participant acknowledges that PAYJUDE's services may involve payment transactions, financial information, customer information, banking/payment partners, payment networks, and regulated or compliance-sensitive processes. Accordingly, the Participant agrees to comply strictly with this Agreement and all applicable PAYJUDE policies, procedures, instructions, and applicable laws.
1.4
Where the Participant is a Distributor or Super Distributor, the obligations applicable to its role shall include appropriate responsibility for the onboarding, supervision, monitoring, and compliance of the downstream Participants under its network, to the extent expressly provided under this Agreement.
2. NATURE OF APPOINTMENT
2.1
PAYJUDE may appoint the Participant as a Retailer/Agent, Distributor, or Super Distributor, as specified in the Participant's onboarding records.
2.2
The appointment is subject to:
• Successful KYC/KYB verification;
• Approval by PAYJUDE;
• Execution of this Agreement;
• Completion of applicable onboarding requirements;
• Compliance with PAYJUDE's operational procedures; and
• Continued compliance with applicable laws and regulatory requirements.
2.3
The Participant shall provide only those services that have been specifically activated or authorized by PAYJUDE.
The Participant shall not represent that it is authorized to provide any PAYJUDE service, product, facility, or financial service that has not been expressly approved or activated.
2.4
Unless expressly authorized in writing, the Participant shall not:
• Bind PAYJUDE contractually;
• Make representations or warranties on behalf of PAYJUDE;
• Modify PAYJUDE's terms or pricing;
• Collect funds on behalf of PAYJUDE outside approved procedures;
• Represent itself as an employee, partner, or legal representative of PAYJUDE; or
• Enter into commitments in the name of PAYJUDE.
3. DEFINITIONS
For purposes of this Agreement:
3.1 “PAYJUDE Platform”
Means the technology platform, dashboard, application, API, systems, interfaces, and related infrastructure made available by PAYJUDE for authorized services.
3.2 “Participant”
Means, depending upon the applicable appointment, a Retailer/Agent, Distributor, or Super Distributor authorized by PAYJUDE under this Agreement.
3.3 “Retailer / Agent”
Means a Participant authorized to provide or facilitate approved PAYJUDE services directly to customers in accordance with PAYJUDE procedures.
3.4 “Distributor”
Means a Participant authorized to onboard, support, supervise, or manage Retailers/Agents in accordance with PAYJUDE's authorization and policies.
3.5 “Super Distributor”
Means a Participant authorized to manage or supervise one or more Distributors and their downstream network, subject to PAYJUDE's approval and applicable contractual terms.
3.6 “Customer”
Means the end user or person for whom an authorized PAYJUDE service or transaction is processed.
3.7 “Transaction”
Means any payment, payout, collection, transfer, recharge, bill payment, card transaction, or other transaction processed through an authorized PAYJUDE service.
3.8 “Chargeback”
Means a reversal, dispute, recovery, or financial claim relating to a transaction initiated by a cardholder, issuing bank, payment network, banking partner, payment gateway, or other authorized entity.
3.9 “Settlement”
Means the transfer or credit of amounts payable to the Participant after applicable deductions, adjustments, reserves, recoveries, charges, and reconciliation.
3.10 “Business Day”
Means a day on which scheduled commercial banks are open for business in the relevant jurisdiction, excluding applicable bank holidays.
4. TERM
4.1
This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with this Agreement.
4.2
PAYJUDE may periodically review the Participant's eligibility, compliance, transaction activity, risk profile, and operational performance.
4.3
Continued access to PAYJUDE services is subject to the Participant's continued compliance with this Agreement, applicable policies, and applicable law.
5. GENERAL PARTICIPANT OBLIGATIONS
The Participant shall:
1. Provide accurate, complete, and genuine information during onboarding.
2. Maintain valid KYC/KYB documentation as applicable.
3. Keep all registration and business information updated.
4. Use PAYJUDE services only for legitimate and authorized purposes.
5. Follow PAYJUDE's operational and security instructions.
6. Protect all login credentials and access information.
7. Immediately report suspected fraud, cyber incidents, unauthorized access, or suspicious activity.
8. Cooperate with PAYJUDE investigations, audits, reconciliation, chargeback proceedings, and regulatory requirements.
9. Maintain appropriate records of transactions and customer interactions as required by PAYJUDE and applicable law.
10. Not knowingly facilitate fraudulent, unlawful, prohibited, or suspicious transactions.
11. Not misuse PAYJUDE's platform, brand, technology, APIs, QR codes, credentials, or other resources.
12. Not permit any unauthorized person to use the Participant's PAYJUDE account.
6. COMPLIANCE WITH LAW AND PAYJUDE POLICIES
6.1
The Participant shall comply with all laws, regulations, regulatory directions, payment-network requirements, banking-partner requirements, and applicable PAYJUDE policies relevant to the services provided.
6.2
The Participant shall promptly implement any reasonable operational, security, KYC, fraud-prevention, or compliance instruction communicated by PAYJUDE.
6.3
Where a conflict exists between a Participant's internal practice and a mandatory PAYJUDE procedure, the Participant shall follow the applicable PAYJUDE procedure unless doing so would violate applicable law.
6.4
Nothing in this Agreement authorizes the Participant to undertake any activity requiring a regulatory authorization, licence, registration, or approval unless such authorization has been separately obtained and remains valid.
7. ROLE-SPECIFIC RESPONSIBILITIES
7.1 RETAILER / AGENT
A Retailer/Agent shall:
• Process only authorized PAYJUDE services.
• Deal with genuine customers.
• Follow prescribed customer-verification procedures.
• Ensure physical customer presence for transactions designated by PAYJUDE as in-person transactions.
• Maintain the prescribed transaction register.
• Follow same-account payout requirements where applicable.
• Never knowingly make unauthorized third-party payouts.
• Immediately report suspicious transactions and fraud indicators.
• Maintain transaction and KYC records as required.
• Cooperate with chargeback and dispute investigations.
• Follow all security and operational instructions issued by PAYJUDE.
7.2 DISTRIBUTOR
In addition to obligations applicable to a Retailer/Agent where relevant, a Distributor shall:
• Onboard Retailers only through PAYJUDE-approved procedures.
• Conduct the prescribed KYC/KYB and due-diligence process.
• Ensure that onboarding information and documents are genuine.
• Verify the business legitimacy of proposed Retailers.
• Provide appropriate operational guidance and training.
• Monitor Retailer activities within its network.
• Escalate suspicious transactions, fraud indicators, and material compliance concerns.
• Maintain appropriate onboarding and monitoring records.
• Cooperate with PAYJUDE audits and investigations.
A Distributor shall not knowingly onboard or continue supporting a Retailer engaged in fraudulent, unlawful, prohibited, or materially suspicious activities.
7.3 SUPER DISTRIBUTOR
In addition to obligations applicable to a Distributor where relevant, a Super Distributor shall:
• Supervise Distributors operating under its network.
• Ensure that Distributors follow PAYJUDE's onboarding and compliance procedures.
• Support Distributor training and compliance.
• Monitor material risks within its network.
• Escalate significant fraud, operational, or compliance concerns to PAYJUDE.
• Cooperate with PAYJUDE audits, investigations, and regulatory requirements.
• Maintain appropriate records relating to its downstream network.
A Super Distributor shall not knowingly permit a Distributor or downstream Participant to operate in violation of PAYJUDE's material policies or applicable law.
8. CUSTOMER VERIFICATION & KYC
8.1
The Participant shall not knowingly process transactions for unknown, suspicious, or apparently fraudulent customers.
8.2
For transactions designated by PAYJUDE as requiring physical customer presence, the customer must be physically present at the Participant's authorized business location during the transaction.
8.3
The Participant shall complete the customer-verification process prescribed by PAYJUDE before processing the applicable transaction.
Verification may include, where applicable:
Customer Identity → KYC → Eligible Payment Instrument → Beneficiary Bank Account → Transaction Details
8.4
The Participant shall not rely solely upon:
• WhatsApp messages;
• Phone calls;
• Social-media profiles;
• Screenshots;
• Remotely supplied photographs/videos;
• Verbal representations; or
• Instructions from unknown intermediaries
as sufficient evidence of customer identity or transaction legitimacy.
8.5
Where KYC documentation is required, the Participant shall obtain and verify the prescribed documentation in the form and manner specified by PAYJUDE and applicable law.
Any Aadhaar-related information shall be collected, stored, masked, shared, and otherwise handled strictly in accordance with applicable law and UIDAI requirements.
9. CUSTOMER TRANSACTION REGISTER
9.1
The Retailer/Agent shall maintain a proper and accurate register of every applicable transaction processed through PAYJUDE.
The register shall contain, where applicable and legally permissible:
• Date and time;
• Customer/Cardholder name;
• Customer mobile number;
• Transaction amount;
• Transaction/reference ID;
• Card/payment instrument type;
• First six digits/BIN where legally and operationally permitted;
• Last four digits where required for reconciliation;
• Payout details;
• KYC verification status;
• Supporting documentation/reference;
• Retailer/operator identification.
9.2
The Participant shall maintain such records securely and produce them when reasonably requested by PAYJUDE, its authorized auditors, banking/payment partners, or competent authorities.
9.3
The Participant shall not store or retain prohibited payment-card information, including PIN, CVV, or full card details, except where expressly permitted by applicable law and an authorized payment-system requirement.
10. SAME-ACCOUNT PAYOUT
10.1
Where PAYJUDE's applicable procedure requires a same-account payout, the payout shall be made only to the verified bank account belonging to the customer/cardholder whose eligible payment instrument was used for the transaction.
10.2
The Participant shall not knowingly make a payout to:
• A friend's account;
• A relative's account;
• An employee's account;
• Another person's account; or
• Any other third-party account.
10.3
The Participant shall verify consistency, where required, between:
Cardholder Name → KYC/Identity Name → Beneficiary Bank Account Name
Any material mismatch shall be treated as a risk indicator and the transaction shall not be processed unless resolved through the procedure prescribed by PAYJUDE.
11. TRANSACTION PROCESSING & OPERATIONAL CONTROLS
11.1 Authorized Transactions
The Participant shall process only genuine, lawful, and customer-authorized transactions through services specifically activated by PAYJUDE.
The Participant shall not knowingly process:
• Fake or fictitious transactions;
• Self-funded or artificial transactions intended to inflate transaction volume;
• Transactions for unknown or suspicious persons;
• Transactions intended to circumvent applicable limits or controls;
• Transactions involving prohibited or unlawful activities;
• Transactions using compromised, stolen, or unauthorized payment instruments.
11.2 Physical Presence Requirement
For any transaction designated by PAYJUDE as an in-person transaction, the customer must be physically present at the authorized Retailer/Agent location.
The Participant shall not process such transactions solely on the basis of:
• Telephone instructions;
• WhatsApp or other messaging instructions;
• Social-media contact;
• Screenshots;
• Remotely supplied documents;
• Instructions from intermediaries; or
• Any other remote communication.
11.3 New and Walk-In Customers
Before processing an applicable transaction for a new or walk-in customer, the Participant shall complete the customer verification procedure prescribed by PAYJUDE.
The Participant shall exercise reasonable care to ensure that the customer, payment instrument, KYC information, and payout account are consistent.
11.4 Unknown or Suspicious Customers
The Participant shall immediately decline or escalate a transaction where the Participant reasonably suspects:
• Identity fraud;
• Account takeover;
• Stolen payment instrument;
• Fake KYC;
• Third-party payout;
• Money laundering;
• Cyber fraud;
• Unusual transaction behaviour; or
• Any other material fraud or compliance risk.
12. CARD TRANSACTION CONTROLS
12.1
Where card-based transactions are permitted by PAYJUDE, the Participant shall comply strictly with the applicable card, banking, payment-network, and PAYJUDE procedures.
12.2
The Participant shall not knowingly process a card transaction where:
• The customer is not physically present when physical presence is required;
• The identity information materially conflicts with prescribed KYC information;
• The beneficiary account does not belong to the verified customer where same-account payout is required;
• The transaction appears suspicious or unauthorized; or
• The Participant has reason to believe the card or payment instrument is compromised.
12.3
The Participant shall not request, record, store, or retain:
• Card PIN;
• CVV/CVC;
• Full card number; or
• Any other prohibited card authentication data,
except where expressly permitted by applicable law and an authorized payment-system requirement.
12.4
Where PAYJUDE permits recording of limited card identifiers for reconciliation or verification, the Participant shall record only the information expressly prescribed by PAYJUDE, such as the first six digits/BIN and/or last four digits, where legally and operationally permitted.
13. CUSTOMER PAYOUT CONTROLS
13.1 Same-Account Principle
Where applicable to the service, the Participant shall ensure that the payout is made only to the customer's own verified bank account.
13.2 No Third-Party Payout
The Participant shall not knowingly route customer transaction proceeds to:
• Friends;
• Relatives;
• Employees;
• Business associates;
• Unknown persons; or
• Other third parties.
Any exception must be expressly permitted under PAYJUDE's approved process and applicable law.
13.3 Name Verification
Where prescribed by PAYJUDE, the Participant shall verify consistency between:
Customer/Cardholder Name → KYC Name → Beneficiary Bank Account Name
A material mismatch shall be treated as a risk indicator and the transaction shall not proceed until resolved through the applicable PAYJUDE procedure.
14. TRANSACTION RECORDS & DOCUMENT RETENTION
14.1
The Participant shall maintain complete, accurate, and retrievable records relating to transactions processed through PAYJUDE.
14.2
Records shall include, where applicable:
• Transaction date and time;
• Customer details;
• Transaction/reference number;
• Amount;
• Payment instrument information permitted to be retained;
• Payout details;
• KYC verification status;
• Supporting documentation;
• Relevant communications;
• Transaction status;
• Operator/Participant identification.
14.3
The Participant shall retain records for the period required by applicable law, regulatory requirements, payment-network rules, or PAYJUDE's record-retention policy.
14.4
Records shall be stored securely and protected against unauthorized access, alteration, destruction, or disclosure.
15. FRAUD PREVENTION & CYBER SECURITY
15.1 General Obligation
The Participant acknowledges that cyber fraud, unauthorized transactions, identity theft, chargebacks, and payment fraud create significant financial and operational risks.
The Participant shall therefore exercise reasonable care and strictly follow PAYJUDE's prescribed fraud-prevention and security procedures.
15.2 Mandatory Fraud Reporting
The Participant shall immediately report to PAYJUDE any suspected or actual:
• Fraudulent transaction;
• Cyber fraud;
• Account takeover;
• Identity theft;
• Fake KYC;
• Fake customer;
• Fake QR code;
• Device compromise;
• Credential compromise;
• Data breach;
• Unauthorized transaction; or
• Other material security incident.
15.3 Security of Credentials
The Participant shall:
• Keep login credentials confidential;
• Not share passwords or OTPs;
• Restrict access to authorized personnel;
• Immediately report suspected credential compromise;
• Follow PAYJUDE's authentication and security requirements.
The Participant shall remain responsible for activity conducted through its credentials to the extent attributable to its acts, omissions, negligence, or failure to follow prescribed security controls.
15.4 Device Security
Devices used for PAYJUDE services shall be appropriately secured and maintained.
The Participant shall take reasonable measures to prevent:
• Malware;
• Unauthorized access;
• Remote control;
• Credential theft;
• Data extraction; and
• Unauthorized transaction processing.
16. CYBER ALERT & CHARGEBACK CONTROL
16.1
Where a transaction, account, Participant, or payout is subject to a cyber alert, fraud alert, chargeback, banking investigation, payment-network investigation, or other material risk flag, PAYJUDE may:
• Place a temporary settlement hold;
• Restrict transaction processing;
• Suspend relevant services;
• Require additional verification;
• Require funds to be handled through the Wallet Load or other designated recovery mechanism;
• Conduct an investigation; and/or
• Take any other action reasonably necessary to protect customers, payment partners, and PAYJUDE.
16.2
Where a specific recovery or resolution mechanism has been prescribed for a cyber alert or chargeback, the Participant shall comply with the applicable mechanism and timelines communicated by PAYJUDE.
16.3
Acceptance of subsequent documentation, correction, or rectification shall be subject to applicable banking, payment-network, regulatory, and PAYJUDE procedures.
Nothing in this Agreement shall prevent a Participant from exercising any mandatory statutory or regulatory dispute or appeal right.
17. CHARGEBACK & DISPUTE MANAGEMENT
17.1
The Participant shall cooperate fully with PAYJUDE in relation to:
• Chargebacks;
• Retrieval requests;
• Customer disputes;
• Pre-arbitration;
• Arbitration;
• Fraud investigations;
• Banking investigations; and
• Payment-network inquiries.
17.2
Upon receiving a request from PAYJUDE, the Participant shall provide relevant records and supporting documents within the prescribed timeframe.
17.3
Failure to provide timely or accurate documentation may affect PAYJUDE's ability to contest the dispute and may result in financial liability being allocated to the responsible Participant in accordance with this Agreement and applicable law.
17.4
The Participant shall not destroy, alter, falsify, or conceal any evidence relevant to a transaction or dispute.
18. FINANCIAL LIABILITY FOR FRAUD & NON-COMPLIANCE
18.1 Retailer / Agent
The Retailer/Agent shall be responsible for direct financial losses attributable to its:
• Fraud;
• Negligence;
• Wilful misconduct;
• Unauthorized processing;
• Failure to perform prescribed verification;
• Third-party payout in violation of applicable procedures;
• Failure to maintain required records;
• Breach of PAYJUDE security procedures; or
• Material breach of this Agreement.
18.2 Distributor
Where an investigation establishes that a Distributor's negligent onboarding, inadequate verification, submission of false documentation, collusion, wilful misconduct, or material breach materially contributed to a financial loss, PAYJUDE may seek recovery from the Distributor to the extent attributable to the Distributor and permitted by applicable law.
18.3 Super Distributor
Where a Super Distributor's own breach, wilful misconduct, negligence, or failure to perform its contractual supervisory obligations materially contributes to a financial loss, PAYJUDE may seek recovery from the Super Distributor to the extent attributable to it and permitted by applicable law.
18.4 No Automatic Transfer of Liability
Nothing in this Agreement shall make a Participant automatically responsible for every fraud or loss occurring within the PAYJUDE network regardless of cause.
Liability shall be determined based on the relevant Participant's acts, omissions, negligence, wilful misconduct, contractual obligations, investigation findings, and applicable law.
19. SETTLEMENT, WALLET & FINANCIAL CONTROLS
19.1 Settlement
Settlement of amounts payable to the Participant shall be subject to:
• Applicable banking schedules;
• Payment-network settlement cycles;
• Partner-bank requirements;
• Applicable regulatory requirements;
• Transaction reconciliation;
• Chargebacks and disputes;
• Fraud and risk reviews; and
• PAYJUDE's applicable settlement procedures.
PAYJUDE shall use commercially reasonable efforts to process eligible settlements within the applicable settlement cycle.
19.2 Settlement Hold
PAYJUDE may temporarily withhold, restrict, reserve, or adjust settlement amounts where reasonably necessary due to:
• Suspected or confirmed fraud;
• Cyber alerts;
• Chargebacks;
• Customer disputes;
• Regulatory or banking investigations;
• KYC/KYB deficiencies;
• Unusual transaction activity;
• Payment-network recovery;
• Reconciliation discrepancies;
• Court or law-enforcement directions; or
• Other material financial or compliance risks.
Any settlement restriction shall be reviewed in accordance with the applicable circumstances and PAYJUDE's procedures.
19.3 Reserve
PAYJUDE may maintain a reserve or temporarily retain an amount reasonably necessary to cover anticipated:
• Chargebacks;
• Fraud losses;
• Customer claims;
• Payment-network recoveries;
• Regulatory liabilities; or
• Other financial exposures.
The basis and duration of any contractual reserve shall be governed by the applicable commercial terms communicated to the Participant.
20. WALLET & CUSTOMER FUNDS
20.1
The Participant shall not use any PAYJUDE wallet, balance, account, or settlement mechanism as an unauthorized deposit, savings, fund-storage, or personal money-transfer facility.
20.2
The Participant shall not intentionally accumulate customer funds or transaction proceeds in a PAYJUDE wallet or balance beyond the limits and purposes expressly permitted by PAYJUDE.
20.3
Where PAYJUDE prescribes Wallet Load or another designated recovery mechanism for resolving a cyber alert, chargeback, reversal, or financial exposure, the Participant shall comply with the applicable procedure.
20.4
The Participant shall not represent to any customer that a PAYJUDE wallet constitutes a bank account, deposit account, or guaranteed fund-storage facility unless expressly authorized by PAYJUDE and permitted by applicable law.
21. RECOVERY & SET-OFF RIGHTS
Where an amount becomes payable by a Participant under this Agreement, PAYJUDE may, subject to applicable law and the relevant contractual terms, recover the amount through:
21.1 Settlement Adjustment
Adjustment against current or future settlements.
21.2 Reserve Adjustment
Adjustment against any reserve maintained for the Participant.
21.3 Commission Adjustment
Set-off against unpaid commissions, incentives, or other amounts payable to the Participant, where contractually permitted.
21.4 Incentive Clawback
Recovery of incentives or benefits obtained through fraud, misrepresentation, artificial transactions, or material breach.
21.5 Security Deposit
Adjustment against any security deposit or other financial security maintained under the applicable commercial arrangement.
21.6 Legal Recovery
Where contractual recovery mechanisms are insufficient, PAYJUDE may pursue arbitration, court proceedings, or any other remedy available under applicable law.
22. FEES, COMMISSIONS & COMMERCIAL TERMS
22.1
Applicable fees, commissions, incentives, service charges, settlement charges, and other commercial terms shall be communicated separately through approved PAYJUDE commercial schedules, onboarding records, or other authorized communications.
22.2
The Participant shall not independently modify, waive, increase, or represent any PAYJUDE fee or charge without written authorization.
22.3
PAYJUDE may revise commercial terms upon reasonable notice, subject to applicable contractual arrangements and law.
22.4
Any commission or incentive may be subject to:
• Transaction eligibility;
• Quality requirements;
• Fraud and chargeback performance;
• Compliance status;
• Minimum transaction criteria; and
• Clawback or adjustment provisions.
23. DISTRIBUTOR & SUPER DISTRIBUTOR NETWORK RESPONSIBILITY
23.1 Downstream Monitoring
A Distributor shall exercise reasonable care in monitoring Retailers/Agents directly onboarded or managed by it.
A Super Distributor shall exercise reasonable oversight over the Distributors operating within its authorized network.
23.2 Prohibited Network Practices
No Distributor or Super Distributor shall knowingly:
• Onboard fictitious Retailers;
• Facilitate fake KYC;
• Conceal suspicious activity;
• Encourage artificial transaction volumes;
• Circumvent PAYJUDE transaction limits;
• Facilitate third-party payouts contrary to PAYJUDE procedures;
• Permit unauthorized persons to operate accounts;
• Conceal fraud or chargeback activity.
23.3 Escalation
A Distributor or Super Distributor shall promptly escalate material concerns to PAYJUDE where it becomes aware of:
• Fraud;
• Cyber incidents;
• Suspicious transactions;
• Fake documentation;
• Customer complaints indicating fraud;
• Significant chargebacks;
• Regulatory concerns; or
• Material violations by a downstream Participant.
23.4 Downstream Liability
A Distributor or Super Distributor shall not automatically be liable for every act or omission of a downstream Participant.
However, where its own negligence, wilful misconduct, collusion, inadequate onboarding, failure to perform an expressly assigned obligation, or material contractual breach materially contributes to a loss, PAYJUDE may seek recovery to the extent attributable to that Party and permitted by applicable law.
24. COMPLIANCE, AUDIT & MONITORING
24.1 Compliance Review
PAYJUDE may periodically review the Participant's:
• KYC/KYB information;
• Transaction activity;
• Settlement records;
• Chargeback history;
• Fraud indicators;
• Customer complaints;
• Business information;
• Security controls; and
• Compliance with this Agreement.
24.2 Audit Rights
PAYJUDE may conduct reasonable audits or inspections to verify compliance with this Agreement.
The Participant shall provide reasonable access to relevant records and information required for such review, subject to applicable law and reasonable confidentiality safeguards.
24.3 Regulatory Cooperation
The Participant shall cooperate with lawful requests or investigations involving:
• RBI;
• NPCI;
• Partner Banks;
• Payment Networks;
• Payment Gateways;
• Law Enforcement Agencies;
• Courts; or
• Other competent authorities.
The Participant shall provide relevant records within the applicable timeframe.
24.4 Record Integrity
The Participant shall not:
• Falsify records;
• Alter transaction information;
• Destroy relevant evidence;
• Conceal material transactions; or
• Misrepresent customer or KYC information.
25. DATA PROTECTION & CONFIDENTIALITY
25.1
The Participant shall protect customer, transaction, commercial, technical, and operational information obtained through PAYJUDE.
25.2
The Participant shall collect and use customer information only for legitimate and authorized purposes.
25.3
The Participant shall not sell, disclose, transfer, or misuse customer information except where authorized or legally required.
25.4
The Participant shall implement reasonable safeguards against unauthorized access, disclosure, alteration, loss, or destruction of information.
25.5
Any suspected data breach or unauthorized disclosure involving PAYJUDE or customer information shall be reported to PAYJUDE immediately.
26. CONFIDENTIALITY
The Participant shall maintain the confidentiality of:
• Customer information;
• Transaction data;
• Settlement reports;
• Pricing and commissions;
• PAYJUDE systems and procedures;
• Security controls;
• Business information;
• API credentials;
• Technical information; and
• Non-public information received from PAYJUDE.
Confidential information may be disclosed only to authorized persons who require it for legitimate business purposes or where disclosure is required by applicable law.
27. CUSTOMER GRIEVANCE & COMPLAINT MANAGEMENT
27.1
The Participant shall cooperate with PAYJUDE in resolving customer complaints relating to transactions or services provided through the PAYJUDE Platform.
27.2
Complaints may relate to:
• Failed transactions;
• Pending transactions;
• Duplicate transactions;
• Unauthorized transactions;
• Chargebacks;
• Refunds;
• Settlement issues;
• QR/payment issues;
• Fraud;
• KYC issues; or
• Service-related concerns.
27.3
The Participant shall provide requested information and supporting records within the timeframe specified by PAYJUDE.
27.4
The Participant shall not:
• Make false commitments to customers;
• Promise unauthorized refunds;
• Misrepresent PAYJUDE's policies;
• Conceal transaction information; or
• Discourage a customer from exercising a legitimate complaint or dispute right.
28. INCIDENT MANAGEMENT & ESCALATION
The Participant shall promptly escalate material incidents through PAYJUDE's designated support channels.
Priority Example Initial Response Target
Critical Major fraud, platform outage, serious security incident Within 30 Minutes
High Transaction/QR/payment failure Within 1 Hour
Medium Dashboard/configuration issue Within 4 Business Hours
Low General request/information Within 1 Business Day
These are operational response targets and may depend upon third-party banks, payment networks, technology providers, or other external dependencies.
28.1
Fraud, cyber-security, unauthorized-access, and material customer-risk incidents shall receive priority escalation.
28.2
PAYJUDE may bypass normal escalation levels where immediate action is required to protect customers, funds, systems, or regulatory interests.
29. PERFORMANCE & RISK MONITORING
PAYJUDE may periodically evaluate Participants using risk-based operational indicators, including:
• Transaction success rate;
• Chargeback ratio;
• Fraud indicators;
• Customer complaint ratio;
• KYC/KYB compliance;
• Settlement discrepancies;
• Audit findings;
• Transaction patterns;
• Security incidents; and
• Overall compliance performance.
29.1 Risk Classification
PAYJUDE may classify a Participant or network as:
• Low Risk;
• Medium Risk; or
• High Risk.
Risk classification may result in enhanced monitoring, additional verification, transaction restrictions, reserve requirements, or other proportionate controls.
30. SUSPENSION & RESTRICTION OF SERVICES
PAYJUDE may temporarily suspend, restrict, or disable any service, account, transaction type, or Participant access where reasonably necessary due to:
• Suspected fraud;
• Cyber-security concerns;
• Material chargeback exposure;
• Fake or deficient KYC;
• Suspicious activity;
• Regulatory or banking directions;
• Court or law-enforcement orders;
• Material breach of this Agreement;
• Unauthorized use of PAYJUDE services; or
• Protection of customers, funds, systems, or PAYJUDE's legitimate interests.
30.1
Where reasonably practicable, PAYJUDE shall communicate the basis for the restriction.
30.2
Immediate restriction may be implemented without prior notice where delay could increase financial, security, regulatory, or customer risk.
30.3
Suspension of services shall not extinguish amounts already owed by the Participant or liabilities relating to transactions processed before suspension.
31. TERMINATION
31.1 Termination by PAYJUDE
PAYJUDE may terminate this Agreement by written notice where the Participant:
• Commits a material breach;
• Engages in fraud or wilful misconduct;
• Provides false or forged information;
• Repeatedly violates PAYJUDE procedures;
• Fails required KYC/KYB or compliance reviews;
• Engages in prohibited activities;
• Causes material financial or reputational risk; or
• Becomes legally or operationally ineligible to continue.
31.2 Immediate Termination
PAYJUDE may terminate immediately where reasonably necessary due to:
• Fraud;
• Money laundering;
• Sanctions-related concerns;
• Serious cybercrime;
• Forgery;
• Identity theft;
• Deliberate customer deception;
• Collusion;
• Serious regulatory breach; or
• Any other circumstance requiring immediate action under applicable law or regulatory direction.
31.3 Termination by Participant
The Participant may terminate the Agreement by providing 30 days' written notice, subject to settlement of all outstanding financial, operational, compliance, and contractual obligations.
31.4 Effect of Termination
Upon termination, the Participant shall:
• Stop representing itself as authorized by PAYJUDE;
• Stop using PAYJUDE branding and materials;
• Stop processing new transactions unless expressly permitted;
• Return or securely destroy confidential information where required;
• Cooperate in final reconciliation;
• Settle outstanding amounts;
• Preserve records required by law or PAYJUDE.
32. BLACKLISTING & RESTRICTED ONBOARDING
32.1
PAYJUDE may restrict future onboarding or access where a Participant has been established, following appropriate review, to have engaged in serious misconduct or material violations.
This may include:
• Fraud;
• Forged documents;
• Fake KYC;
• Identity theft;
• Deliberate transaction manipulation;
• Serious cyber-security violations;
• Money laundering;
• Repeated material breaches;
• Collusion; or
• Other serious compliance violations.
32.2
Any restricted-list or blacklisting decision shall be based on applicable contractual rights, available evidence, internal risk procedures, and applicable law.
32.3
Where appropriate and legally permissible, PAYJUDE may provide the affected Participant an opportunity to provide an explanation or supporting information.
33. INDEMNITY
33.1
The Participant shall indemnify and hold harmless PAYJUDE, its officers, employees, and authorized representatives against direct losses, claims, penalties, costs, or liabilities arising from the Participant's:
• Fraud;
• Wilful misconduct;
• Negligence;
• Unauthorized transactions;
• Material breach of this Agreement;
• Violation of applicable law;
• Misuse of PAYJUDE services;
• Unauthorized use of PAYJUDE's intellectual property; or
• Failure to comply with prescribed KYC, security, or transaction procedures,
to the extent such loss is attributable to the Participant and permitted by applicable law.
33.2
The indemnity shall not extend to losses caused solely by PAYJUDE's own fraud, wilful misconduct, or breach of applicable law.
33.3
Where multiple Participants contribute to a loss, responsibility may be allocated according to their respective acts or omissions, contractual obligations, investigation findings, and applicable law.
34. LIMITATION OF LIABILITY
34.1
To the maximum extent permitted by applicable law, PAYJUDE shall not be liable for indirect, incidental, special, consequential, or punitive losses arising solely from the Participant's use of the services.
34.2
PAYJUDE shall not be responsible for losses caused solely by third-party infrastructure outside its reasonable control, including:
• Partner Banks;
• NPCI;
• Card Networks;
• Payment Gateways;
• Telecom providers;
• Internet service providers; or
• Other third-party technology infrastructure.
34.3
Nothing in this Agreement shall exclude or limit any liability that cannot legally be excluded or limited.
35. INSURANCE & BUSINESS CONTINUITY
Where reasonably applicable to its role and business, the Participant shall maintain appropriate safeguards and business-continuity arrangements for:
• Customer records;
• Transaction records;
• Devices;
• Credentials;
• Operational continuity; and
• Data security.
PAYJUDE may require additional safeguards for Participants or networks classified as higher risk.
36. INTELLECTUAL PROPERTY & BRAND USAGE
36.1 Ownership
All rights, title, and interest in and to the PAYJUDE name, trademarks, logos, software, platform, applications, APIs, documentation, content, processes, and other intellectual property shall remain with PAYJUDE or its respective licensors.
36.2 Limited Authorization
During the validity of this Agreement, PAYJUDE may permit the Participant to use approved PAYJUDE branding solely for the purpose of promoting and providing authorized PAYJUDE services.
The Participant shall:
• Use only approved logos and branding;
• Follow PAYJUDE's brand guidelines;
• Not modify PAYJUDE trademarks without authorization;
• Not register confusingly similar names, domains, or trademarks;
• Not represent PAYJUDE services inaccurately.
36.3 Prohibited Use
The Participant shall not:
• Copy PAYJUDE software;
• Reverse engineer the platform;
• Extract source code;
• Replicate PAYJUDE systems;
• Sell or sublicense PAYJUDE technology;
• Use PAYJUDE branding after termination; or
• Represent unauthorized services as PAYJUDE services.
36.4 Post - Termination
Upon termination, the Participant shall immediately discontinue unauthorized use of PAYJUDE's name, logo, trademarks, marketing materials, and other intellectual property.
37. TECHNOLOGY, API & SYSTEM ACCESS
37.1
Where PAYJUDE provides API, dashboard, application, device, QR, or other technology access, the Participant shall use such access solely for authorized business purposes.
37.2
The Participant shall not:
• Share API credentials;
• Circumvent technical controls;
• Conduct unauthorized penetration testing;
• Introduce malicious code;
• Attempt unauthorized system access;
• Interfere with platform operations;
• Scrape or extract system data without authorization.
37.3
PAYJUDE may modify, suspend, upgrade, or discontinue technical features where reasonably necessary for security, operational, regulatory, or business purposes.
38. REPRESENTATIONS & UNDERTAKINGS
The Participant represents and undertakes that:
1. All information supplied during onboarding is true and accurate.
2. All submitted documents are genuine and valid.
3. It has authority to enter into this Agreement.
4. It shall comply with applicable laws.
5. It shall not knowingly facilitate fraudulent or unlawful transactions.
6. It shall comply with PAYJUDE's KYC, security, fraud, transaction, and operational requirements.
7. It shall maintain accurate records.
8. It shall immediately notify PAYJUDE of material changes affecting its eligibility or operations.
9. It shall not misuse customer information.
10. It shall cooperate with legitimate audits and investigations.
39. PROHIBITED ACTIVITIES
The Participant shall not use PAYJUDE services, directly or indirectly, for activities that are:
• Illegal;
• Fraudulent;
• Deceptive;
• Prohibited by applicable law;
• Prohibited by PAYJUDE;
• Designed to circumvent transaction limits;
• Designed to disguise the source or destination of funds;
• Intended to facilitate unauthorized transactions; or
• Otherwise identified as unacceptable by PAYJUDE's risk and compliance framework.
PAYJUDE may update its prohibited-activity requirements where necessary to comply with applicable law, regulatory requirements, banking-partner requirements, or payment-network rules.
40. ANTI-BRIBERY & ETHICAL CONDUCT
The Participant shall conduct its activities ethically and shall not offer, solicit, provide, or accept any unlawful payment, benefit, commission, inducement, or advantage intended to improperly influence:
• PAYJUDE personnel;
• Customers;
• Banking partners;
• Government officials;
• Regulators;
• Other Participants; or
• Business partners.
The Participant shall immediately report suspected bribery, corruption, or unethical conduct involving PAYJUDE operations.
41. CONFLICT OF INTEREST
The Participant shall promptly disclose any actual or potential conflict of interest that may materially affect its obligations under this Agreement.
The Participant shall not use its position within the PAYJUDE network to obtain unauthorized personal benefits or divert customers, funds, opportunities, or business relationships through fraudulent or deceptive means.
42. NON-SOLICITATION & CUSTOMER RELATIONSHIPS
During the term of this Agreement, the Participant shall not use confidential PAYJUDE information to improperly divert customers or other Participants away from PAYJUDE.
Nothing in this clause shall prevent the Participant from conducting lawful business activities independently, provided that it does not misuse PAYJUDE confidential information, intellectual property, customer data, or proprietary systems.
43. COMMUNICATIONS & OFFICIAL INSTRUCTIONS
PAYJUDE may communicate operational, security, compliance, settlement, product, or policy instructions through:
• Registered email;
• PAYJUDE dashboard;
• Official application;
• Registered mobile number;
• Written communication;
• Official messaging channels; or
• Other approved communication mechanisms.
The Participant shall regularly monitor its registered communication channels.
Instructions relating to fraud prevention, cyber security, regulatory compliance, or immediate risk controls may require immediate implementation.
44. NOTICES
Any formal notice under this Agreement shall be provided through the registered contact details of the relevant Party.
The Participant shall ensure that its:
• Registered email;
• Mobile number;
• Business address;
• Authorized representative details; and
• Other required contact information
remain accurate and updated.
A notice shall be deemed properly communicated where sent through an authorized communication method to the latest registered contact details, subject to applicable law.
45. FORCE MAJEURE
Neither Party shall be liable for delay or failure to perform an obligation where such delay or failure results from circumstances beyond its reasonable control, including:
• Natural disasters;
• Floods;
• Earthquakes;
• Fire;
• Pandemic;
• War;
• Civil unrest;
• Government restrictions;
• Regulatory directions;
• Banking-system failures;
• Payment-network failures;
• Telecom failures;
• Internet failures;
• Power failures;
• Major cyber incidents affecting shared infrastructure; or
• Other comparable events beyond reasonable control.
The affected Party shall use commercially reasonable efforts to mitigate the impact and resume performance as soon as reasonably practicable.
46. ASSIGNMENT
The Participant shall not assign, transfer, subcontract, or otherwise delegate its rights or obligations under this Agreement without PAYJUDE's prior written consent, except where such restriction is prohibited by applicable law.
PAYJUDE may assign or transfer its rights and obligations to an affiliate, successor, acquirer, or other entity as part of a restructuring, merger, acquisition, or business transfer, subject to applicable law.
47. NO PARTNERSHIP OR EMPLOYMENT
Nothing in this Agreement shall be construed as creating:
• An employment relationship;
• Partnership;
• Joint venture;
• Agency relationship beyond the expressly authorized activities; or
• General authority to bind PAYJUDE.
The Participant operates as an independent business entity and shall remain responsible for its own personnel, premises, taxes, licenses, expenses, and business operations.
48. TAXES & STATUTORY OBLIGATIONS
48.1
The Participant shall be solely responsible for its own statutory registrations, tax filings, government dues, employee obligations, and business-related statutory compliances applicable to its role and activities.
48.2
Where applicable, the Participant shall maintain valid:
• PAN;
• GST registration;
• Business registration;
• Applicable licenses or permits; and
• Other statutory registrations required for its activities.
48.3
The Participant shall provide valid tax documentation reasonably requested by PAYJUDE for accounting, settlement, compliance, or statutory purposes.
48.4
PAYJUDE may deduct applicable taxes, withholding amounts, statutory charges, or other legally required deductions from amounts payable to the Participant.
49. BUSINESS INFORMATION & CHANGE MANAGEMENT
The Participant shall promptly notify PAYJUDE of any material change relating to:
• Ownership;
• Directors or authorized representatives;
• Business constitution;
• Registered address;
• Bank account;
• PAN/GST details;
• Contact information;
• Nature of business;
• Licenses;
• Regulatory status; or
• Any circumstance that may materially affect its ability to perform its obligations.
PAYJUDE may require re-verification or updated documentation following such changes.
50. BANK ACCOUNT & SETTLEMENT DETAILS
50.1
The Participant shall provide accurate bank account details for settlement.
50.2
The Participant shall not knowingly provide a third-party bank account for settlement where PAYJUDE's applicable policy requires settlement to the Participant's verified account.
50.3
Any request to modify settlement-bank details shall be subject to PAYJUDE's verification process.
50.4
The Participant shall immediately notify PAYJUDE of unauthorized or suspicious changes to settlement information.
50.5
PAYJUDE may temporarily restrict settlement changes where additional verification is reasonably required for fraud prevention.
51. BUSINESS PREMISES & PHYSICAL VERIFICATION
51.1
Where physical verification is required, the Participant shall provide accurate information regarding its registered business premises.
51.2
A Retailer/Agent shall process applicable in-person transactions only from the authorized location approved by PAYJUDE.
51.3
The Participant shall not:
• Operate from an undisclosed location;
• Misrepresent its business premises;
• Allow unauthorized persons to operate its PAYJUDE account; or
• Transfer operational control of its account without PAYJUDE's approval.
51.4
PAYJUDE may conduct physical or remote verification where reasonably required for onboarding, compliance, fraud prevention, or periodic review.
52. PERSONNEL & AUTHORIZED USERS
52.1
The Participant shall ensure that only authorized personnel access PAYJUDE systems.
52.2
The Participant shall be responsible for ensuring that its employees, agents, representatives, and authorized users comply with the applicable provisions of this Agreement.
52.3
The Participant shall promptly deactivate access for any person who:
• Leaves the business;
• Is no longer authorized;
• Is suspected of fraud;
• Has compromised credentials; or
• Otherwise presents a security risk.
52.4
A Distributor or Super Distributor shall exercise reasonable care in ensuring that persons operating under its network are appropriately authorized and trained.
53. TRAINING & OPERATIONAL AWARENESS
53.1
PAYJUDE may provide operational, security, compliance, product, or fraud-prevention training to Participants.
53.2
The Participant shall ensure that relevant personnel complete training reasonably required by PAYJUDE.
53.3
Distributors and Super Distributors shall provide reasonable operational guidance to their downstream Participants where such responsibility is assigned to them.
53.4
The Participant shall ensure that personnel understand:
• Customer verification;
• Same-account payout requirements;
• Transaction recording;
• Fraud prevention;
• Cyber-security procedures;
• Chargeback procedures;
• Complaint handling; and
• Escalation requirements.
54. MONITORING OF TRANSACTION ACTIVITY
PAYJUDE may monitor transaction activity for legitimate risk, operational, fraud-prevention, compliance, reconciliation, and security purposes.
Monitoring may consider:
• Transaction frequency;
• Transaction values;
• Customer behaviour;
• Device information;
• Location indicators;
• Chargeback activity;
• Fraud indicators;
• Settlement patterns;
• Complaint patterns; and
• Other risk signals permitted by applicable law.
PAYJUDE may request additional information where transaction activity presents an unusual or elevated risk.
55. SUSPICIOUS TRANSACTION HANDLING
Where a Participant identifies or reasonably suspects suspicious activity, it shall:
1. Avoid knowingly facilitating the suspicious activity.
2. Preserve relevant records.
3. Notify PAYJUDE through the prescribed escalation channel.
4. Cooperate with any investigation.
5. Follow PAYJUDE instructions regarding transaction restrictions.
6. Avoid alerting a customer or other person where doing so would violate applicable law or interfere with an investigation.
The Participant shall not conduct its own unauthorized investigation beyond reasonable operational verification.
56. PROHIBITION ON CIRCUMVENTION
The Participant shall not intentionally structure, split, route, disguise, or otherwise manipulate transactions to:
• Circumvent transaction limits;
• Avoid KYC requirements;
• Avoid fraud controls;
• Avoid settlement controls;
• Avoid chargeback controls;
• Circumvent fees;
• Hide transaction activity; or
• Evade any applicable legal or PAYJUDE requirement.
Any such conduct may constitute a material breach of this Agreement.
57. CUSTOMER COMMUNICATION & REPRESENTATION
The Participant shall communicate with customers accurately and transparently.
The Participant shall not:
• Guarantee transaction approval;
• Guarantee settlement timing beyond approved timelines;
• Promise that a chargeback will always be reversed;
• Misrepresent PAYJUDE's relationship with banks or payment networks;
• Claim to have regulatory authorization that it does not possess; or
• Make false or misleading statements about PAYJUDE products or services.
58. PRICING & CUSTOMER DISCLOSURE
Where applicable, the Participant shall clearly communicate authorized fees, charges, and applicable transaction conditions to customers.
The Participant shall not impose unauthorized fees or represent an unauthorized charge as a PAYJUDE requirement.
Any customer-facing pricing or promotional material using PAYJUDE branding shall comply with PAYJUDE's approved communication and branding requirements.
59. FINANCIAL RECONCILIATION
59.1
The Participant shall regularly review transaction reports, settlement reports, wallet balances, commissions, adjustments, reversals, chargebacks, and other financial statements made available by PAYJUDE.
59.2
Any discrepancy identified by the Participant shall be reported to PAYJUDE promptly with sufficient transaction details and supporting records.
59.3
PAYJUDE may conduct reconciliation between its records and records received from banks, payment gateways, payment networks, and other authorized partners.
59.4
Where a reconciliation identifies an over-credit, duplicate settlement, incorrect commission, reversal, chargeback, or other financial discrepancy, PAYJUDE may make the corresponding adjustment or recovery in accordance with this Agreement and applicable law.
60. ERRONEOUS OR EXCESS PAYMENTS
If PAYJUDE inadvertently credits an amount to the Participant in excess of the amount properly payable, the Participant shall promptly notify PAYJUDE and shall not knowingly withdraw, transfer, or otherwise utilize the excess amount.
PAYJUDE may recover such excess amount through settlement adjustment, reserve adjustment, commission adjustment, or other lawful recovery mechanisms.
61. TRANSACTION REVERSAL & REFUND
61.1
Transactions may be reversed, refunded, rejected, or adjusted where required due to:
• Technical failure;
• Duplicate processing;
• Banking reversal;
• Payment-network rules;
• Customer dispute;
• Fraud;
• Chargeback;
• Regulatory requirement; or
• Other legitimate operational reasons.
61.2
The Participant shall cooperate with PAYJUDE in processing authorized refunds or reversals.
61.3
The Participant shall not independently promise or process refunds outside the procedures authorized by PAYJUDE.
62. CUSTOMER FRAUD & FINANCIAL LOSS
62.1
The Participant acknowledges that failure to comply with customer verification, same-account payout, transaction recording, fraud-prevention, and security requirements may expose PAYJUDE and its partners to financial losses.
62.2
Where a loss is attributable to the Participant's fraud, negligence, wilful misconduct, unauthorized transaction processing, or failure to comply with prescribed procedures, PAYJUDE may seek recovery of the attributable loss.
62.3
For clarity, financial responsibility shall be determined based on the relevant facts and applicable contractual and legal principles and shall not automatically transfer all losses to a Participant merely because the loss occurred within its downstream network.
63. DISTRIBUTOR & SUPER DISTRIBUTOR COMMERCIAL RESPONSIBILITIES
63.1
A Distributor shall be responsible for complying with the commercial terms applicable to its appointment and shall not make unauthorized commitments to Retailers.
63.2
A Super Distributor shall comply with the commercial terms applicable to its appointment and shall not make unauthorized commitments to Distributors or Retailers.
63.3
No Distributor or Super Distributor shall:
• Alter PAYJUDE pricing without authorization;
• Promise unauthorized incentives;
• Guarantee transaction volumes;
• Guarantee settlement timelines;
• Represent unauthorized services as PAYJUDE services; or
• Collect unauthorized charges from downstream Participants.
64. COMMISSION & INCENTIVE ELIGIBILITY
Commissions and incentives may be subject to:
• Successful transaction processing;
• Valid customer activity;
• Compliance requirements;
• Fraud and chargeback thresholds;
• Minimum performance criteria;
• Quality requirements; and
• PAYJUDE's applicable commercial policy.
PAYJUDE may withhold, reverse, or claw back commissions or incentives associated with fraudulent, invalid, reversed, or non-compliant transactions, subject to applicable law and contractual terms.
65. CONFIDENTIAL INFORMATION
65.1
For purposes of this Agreement, “Confidential Information” includes non-public information relating to:
• PAYJUDE's business;
• Customers;
• Transactions;
• Technology;
• Pricing;
• Commission structures;
• Security controls;
• Fraud-monitoring systems;
• APIs;
• Banking/payment partners;
• Business strategies;
• Internal processes; and
• Other information identified as confidential or reasonably understood to be confidential.
65.2
The Participant shall:
• Keep Confidential Information secure;
• Use it only for authorized purposes;
• Restrict access to authorized persons;
• Prevent unauthorized disclosure; and
• Notify PAYJUDE promptly of any material breach or suspected disclosure.
65.3
Confidentiality obligations shall not apply to information that:
• Is publicly available without breach;
• Was lawfully known before disclosure;
• Is independently developed without use of Confidential Information; or
• Must be disclosed by law or competent authority.
Where legally permitted, the Participant shall provide reasonable advance notice of compulsory disclosure.
66. DATA PROTECTION
66.1
The Participant shall process customer and transaction information only for legitimate purposes connected with authorized PAYJUDE services.
66.2
The Participant shall comply with applicable data-protection and privacy requirements relevant to the information it handles.
66.3
The Participant shall take reasonable technical and organizational measures to protect personal information against:
• Unauthorized access;
• Accidental loss;
• Unauthorized disclosure;
• Alteration;
• Destruction; and
• Misuse.
66.4
The Participant shall not sell, commercially exploit, or otherwise misuse customer information obtained through PAYJUDE services.
66.5
Where the Participant becomes aware of a material data breach involving PAYJUDE or customer information, it shall notify PAYJUDE without undue delay and cooperate with the required response.
67. RECORD RETENTION & ACCESS
The Participant shall maintain records for the period required under applicable law, regulatory requirements, payment-network rules, or PAYJUDE's applicable record-retention policy.
PAYJUDE may request copies or access to relevant records for:
• Audit;
• Reconciliation;
• Fraud investigation;
• Chargeback management;
• Customer complaint resolution;
• Regulatory compliance;
• Legal proceedings; or
• Other legitimate business purposes.
68. INTELLECTUAL PROPERTY
All intellectual property relating to PAYJUDE, including its:
• Name;
• Logo;
• Trademarks;
• Software;
• Platform;
• Applications;
• APIs;
• Documentation;
• Content; and
• Proprietary processes
shall remain the property of PAYJUDE or its licensors.
The Participant receives only a limited, non-exclusive, non-transferable right to use approved PAYJUDE intellectual property during the term of this Agreement and solely for authorized business purposes.
69. MARKETING & BRAND REPRESENTATION
The Participant shall use PAYJUDE branding only in accordance with approved guidelines.
The Participant shall not publish, distribute, or display marketing material that:
• Misrepresents PAYJUDE services;
• Contains unauthorized pricing;
• Makes false guarantees;
• Suggests unauthorized regulatory status;
• Uses unapproved PAYJUDE branding; or
• Could reasonably damage PAYJUDE's reputation.
PAYJUDE may require removal or correction of unauthorized or misleading marketing material.
70. CONFIDENTIALITY AFTER TERMINATION
The Participant's obligations relating to Confidential Information, customer information, transaction records, security information, and other protected information shall continue after termination for so long as such information remains confidential or as otherwise required by applicable law.
71. COMPLIANCE WITH PAYMENT NETWORK & BANKING REQUIREMENTS
71.1
The Participant acknowledges that PAYJUDE may rely upon banking partners, payment gateways, payment networks, technology providers, and other authorized service providers to facilitate certain services.
71.2
The Participant shall comply with all applicable operational requirements communicated by PAYJUDE arising from:
• Banking partners;
• Payment networks;
• NPCI;
• Card networks;
• Payment gateways;
• Regulatory authorities; and
• Other authorized service providers.
71.3
Where a banking partner, payment network, regulator, or other competent authority imposes a requirement affecting a service, PAYJUDE may implement the corresponding operational controls without requiring a separate amendment to this Agreement.
72. REGULATORY & LAW ENFORCEMENT COOPERATION
The Participant shall cooperate with lawful requests relating to:
• Customer transactions;
• KYC/KYB;
• Fraud investigations;
• Cyber incidents;
• Chargebacks;
• Settlement investigations;
• Financial recovery;
• Regulatory reviews; and
• Law-enforcement inquiries.
The Participant shall not knowingly obstruct, conceal, alter, or destroy relevant records.
Where legally permitted, the Participant shall promptly notify PAYJUDE upon receiving a material regulatory or law-enforcement request relating to PAYJUDE services.
73. ANTI-FRAUD & ANTI-MONEY-LAUNDERING CONTROLS
73.1
The Participant shall not knowingly use PAYJUDE services to facilitate:
• Fraud;
• Money laundering;
• Terrorist financing;
• Identity theft;
• Prohibited financial activity;
• Illegal fund transfers; or
• Other unlawful activity.
73.2
The Participant shall comply with applicable customer identification, verification, transaction-monitoring, recordkeeping, and reporting procedures prescribed by PAYJUDE and applicable law.
73.3
Where a transaction presents a material risk indicator, the Participant shall follow PAYJUDE's prescribed escalation and transaction-control procedures.
74. SANCTIONS & PROHIBITED PERSONS
The Participant shall not knowingly process or facilitate transactions involving persons, entities, activities, or jurisdictions prohibited under applicable law or PAYJUDE's applicable compliance controls.
Where PAYJUDE identifies a potential sanctions or prohibited-party concern, the Participant shall cooperate with any verification, restriction, suspension, or investigation.
75. BUSINESS CONTINUITY
75.1
The Participant shall maintain reasonable business-continuity arrangements appropriate to its role and operational activities.
75.2
The Participant shall take reasonable measures to protect:
• Transaction records;
• Customer information;
• KYC records;
• Settlement information;
• Credentials; and
• Other critical business information.
75.3
Where a material disruption occurs, the Participant shall notify PAYJUDE where the disruption may affect customer transactions, settlement, security, or compliance.
76. SYSTEM AVAILABILITY & THIRD-PARTY DEPENDENCIES
76.1
PAYJUDE shall use commercially reasonable efforts to maintain the availability of its platform and authorized services.
76.2
The Participant acknowledges that certain services depend on third-party systems, including:
• Banks;
• NPCI;
• Card networks;
• Payment gateways;
• Telecom networks;
• Internet infrastructure; and
• Other technology providers.
76.3
PAYJUDE shall not be responsible for service interruptions caused solely by third-party failures or circumstances outside PAYJUDE's reasonable control.
77. SERVICE SUPPORT & ESCALATION
PAYJUDE shall maintain appropriate support channels for Participants.
The Participant shall raise operational issues through designated channels and provide sufficient information to enable investigation, including where applicable:
• Participant ID;
• Transaction ID;
• Date and time;
• Amount;
• Customer reference;
• Error details;
• Screenshots or supporting records where appropriate.
The Participant shall not submit false, duplicate, or misleading support requests.
78. SERVICE LEVEL TARGETS
PAYJUDE may establish operational response targets based on incident severity.
Priority Example Target Initial Response
Critical Major fraud/security incident or widespread outage 30 Minutes
High Material transaction/service failure 1 Hour
Medium Operational or dashboard issue 4 Business Hours
Low General assistance 1 Business Day
These are service-response targets and do not constitute a guarantee that an incident will be fully resolved within the stated period.
79. PARTICIPANT SERVICE STANDARDS
The Participant shall maintain reasonable standards of:
• Customer service;
• Professional conduct;
• Transaction accuracy;
• Record keeping;
• Security;
• KYC compliance;
• Fraud prevention; and
• Complaint handling.
PAYJUDE may take corrective action where persistent operational deficiencies create material customer, financial, regulatory, or reputational risk.
80. CUSTOMER PROTECTION
The Participant shall:
1. Treat customers fairly and professionally.
2. Provide accurate information.
3. Clearly communicate authorized charges.
4. Avoid misleading representations.
5. Protect customer information.
6. Follow prescribed transaction-verification procedures.
7. Cooperate in resolving legitimate complaints.
8. Avoid coercive or deceptive practices.
81. CUSTOMER CONSENT & TRANSACTION AUTHORIZATION
The Participant shall process transactions only where the transaction is authorized by the customer in the manner prescribed for the relevant service.
The Participant shall not knowingly:
• Process a transaction without customer authorization;
• Create artificial transactions;
• Use customer credentials without authorization;
• Manipulate transaction amounts;
• Process transactions for personal benefit without authorization; or
• Use a customer's payment instrument for an unrelated purpose.
82. NO CASHBACK / CASH-CONVERSION MISREPRESENTATION
Unless expressly authorized by PAYJUDE and permitted under applicable law and payment-network rules, the Participant shall not market or represent any PAYJUDE transaction as:
• Unauthorized cash withdrawal;
• Guaranteed cash conversion;
• Guaranteed credit-card-to-bank transfer;
• Guaranteed fund availability; or
• Any other service not expressly approved by PAYJUDE.
The Participant shall follow the exact permitted use of each PAYJUDE service.
83. CUSTOMER DOCUMENT SECURITY
Where customer documents are collected for KYC or transaction verification, the Participant shall:
• Collect only documents required by the applicable procedure;
• Securely store them where retention is permitted;
• Restrict access to authorized personnel;
• Avoid unnecessary duplication;
• Follow applicable masking/redaction requirements;
• Not share documents through unauthorized channels; and
• Delete or securely dispose of them when retention is no longer required, subject to applicable law.
84. PARTICIPANT REPRESENTATIONS & WARRANTIES
The Participant represents and warrants that:
84.1
All information, documents, declarations, KYC/KYB details, business information, bank details, and other information submitted to PAYJUDE are true, accurate, complete, and not misleading.
84.2
The Participant has the legal capacity and authority to enter into and perform this Agreement.
84.3
The Participant shall maintain all registrations, licences, approvals, and permissions required for the activities undertaken by it.
84.4
The Participant shall immediately notify PAYJUDE if any information provided during onboarding becomes inaccurate, incomplete, invalid, or materially changes.
84.5
The Participant shall not knowingly engage in any activity that could expose PAYJUDE, its banking/payment partners, customers, or other Participants to unlawful, fraudulent, regulatory, or material reputational risk.
85. ETHICAL BUSINESS CONDUCT
The Participant shall conduct its activities honestly, professionally, and in good faith.
The Participant shall not:
• Mislead customers;
• Misrepresent PAYJUDE services;
• Manipulate transaction records;
• Conceal material information;
• Engage in bribery or corruption;
• Offer unauthorized incentives;
• Encourage fraudulent transactions;
• Misuse customer funds; or
• Induce another Participant to violate this Agreement.
86. CONFLICT OF INTEREST
The Participant shall disclose any actual or potential conflict of interest that could materially affect its obligations under this Agreement.
The Participant shall not use confidential PAYJUDE information, customer information, transaction data, or its position within the PAYJUDE network for unauthorized personal or commercial benefit.
87. SUBCONTRACTING & DELEGATION
87.1
The Participant shall not transfer, subcontract, delegate, or otherwise permit another person or entity to operate its PAYJUDE account or perform its contractual obligations without PAYJUDE's prior authorization where such authorization is required.
87.2
A Distributor or Super Distributor shall not appoint downstream Participants outside the PAYJUDE-approved onboarding framework.
87.3
Any approved delegation shall not relieve the Participant of its obligations under this Agreement to the extent applicable.
88. NON-CIRCUMVENTION OF PAYJUDE CONTROLS
The Participant shall not directly or indirectly attempt to circumvent:
• KYC/KYB requirements;
• Transaction limits;
• Fraud controls;
• Chargeback controls;
• Settlement controls;
• Risk monitoring;
• Customer-verification procedures;
• Commission rules; or
• Any other PAYJUDE control.
Any deliberate attempt to bypass such controls may constitute a material breach of this Agreement.
89. OFFICIAL COMMUNICATIONS
All material operational, compliance, settlement, security, and account-related communications shall be made through PAYJUDE's officially designated channels.
The Participant shall regularly monitor its registered:
• Email address;
• Mobile number;
• PAYJUDE dashboard;
• Application;
• Other officially registered communication channels.
The Participant shall not rely upon unauthorized communications purporting to represent PAYJUDE.
90. CHANGE IN OWNERSHIP OR CONTROL
The Participant shall notify PAYJUDE promptly of any material change in:
• Ownership;
• Partners;
• Directors;
• Beneficial ownership;
• Authorized signatories;
• Business constitution;
• Controlling persons; or
• Management control.
PAYJUDE may require fresh KYC/KYB verification following such change.
91. NOTICE OF SECURITY INCIDENT
The Participant shall notify PAYJUDE without undue delay upon becoming aware of a material:
• Cyber attack;
• Data breach;
• Credential compromise;
• Device compromise;
• Unauthorized account access;
• Fraud incident;
• Fake QR incident;
• Customer-data incident; or
• Other security event affecting PAYJUDE services or customer information.
The Participant shall cooperate with PAYJUDE in containment, investigation, evidence preservation, and remediation.
92. AUDIT & INSPECTION
92.1
PAYJUDE may conduct reasonable audits, reviews, or inspections of the Participant's operations where necessary to verify compliance with this Agreement.
92.2
Such review may include:
• KYC/KYB records;
• Transaction registers;
• Settlement records;
• Customer-verification records;
• Business premises;
• Security procedures;
• Complaint records;
• Chargeback records; and
• Other relevant operational information.
92.3
The Participant shall provide reasonable cooperation and access to relevant records.
92.4
Where immediate action is reasonably required due to suspected fraud, security risk, regulatory requirements, or potential loss of evidence, PAYJUDE may conduct an urgent review without ordinary advance notice.
93. SURVIVAL OF OBLIGATIONS
Termination or expiry of this Agreement shall not extinguish obligations that by their nature are intended to continue.
The following shall survive termination to the extent applicable:
• Outstanding financial liabilities;
• Chargebacks;
• Fraud investigations;
• Settlement reconciliation;
• Recovery obligations;
• Confidentiality;
• Data protection;
• Record retention;
• Audit obligations;
• Indemnity;
• Intellectual property restrictions;
• Dispute resolution; and
• Governing law.
94. DISPUTE RESOLUTION
94.1 Amicable Resolution
The Parties shall first attempt to resolve any dispute through good-faith discussions.
94.2 Arbitration
If a dispute remains unresolved, it may be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.
Seat of Arbitration: Hyderabad, Telangana
Venue: Hyderabad, Telangana
Language: English
The number of arbitrators shall be determined in accordance with the applicable arbitration agreement and law.
94.3 Urgent Relief
Nothing in this clause prevents either Party from seeking urgent interim or protective relief from a competent court where such relief is legally available.
95. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by and interpreted in accordance with the laws of India.
Subject to the arbitration provisions above, the competent courts at Hyderabad, Telangana shall have jurisdiction over matters requiring judicial intervention, subject to applicable law.
96. AMENDMENTS & POLICY UPDATES
PAYJUDE may update operational, security, fraud-prevention, KYC, transaction, settlement, or compliance procedures where reasonably necessary to:
• Comply with applicable law;
• Comply with regulatory directions;
• Meet banking or payment-network requirements;
• Address emerging fraud or cyber risks;
• Improve platform security; or
• Introduce or modify services.
Material contractual amendments shall be communicated through appropriate channels and shall become effective in accordance with the applicable contractual process.
Operational or security instructions requiring immediate implementation may be issued without waiting for a formal amendment where necessary to protect customers, funds, systems, or regulatory interests.
97. SEVERABILITY
If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by a competent authority, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.
98. WAIVER
Failure or delay by either Party to exercise any right under this Agreement shall not constitute a waiver of that right.
Any waiver shall be effective only to the extent expressly provided.
99. ENTIRE AGREEMENT
This Agreement, together with any applicable commercial schedules, onboarding documents, and expressly incorporated PAYJUDE policies, constitutes the agreement between the Parties concerning the subject matter covered herein.
Any prior verbal or written understanding concerning the same subject matter shall be superseded to the extent inconsistent with this Agreement.
100. COUNTERPARTS & ELECTRONIC ACCEPTANCE
This Agreement may be executed physically or electronically, including through an authorized electronic acceptance mechanism, to the extent permitted by applicable law.
Electronic records, acceptance logs, and digitally executed copies may be treated as evidence of acceptance in accordance with applicable law.
101. FINAL DECLARATIONS & UNDERTAKINGS
By executing this Agreement, the Participant confirms and undertakes that:
101.1
All information and documentation submitted to PAYJUDE during onboarding and thereafter is, to the best of the Participant's knowledge, true, accurate, complete, and genuine.
101.2
The Participant has read and understood the terms of this Agreement and agrees to comply with the obligations applicable to its role as:
• Retailer / Agent;
• Distributor; or
• Super Distributor.
101.3
The Participant acknowledges that compliance with customer-verification, transaction-security, fraud-prevention, chargeback, settlement, recordkeeping, and cybersecurity procedures is an essential condition of continued access to PAYJUDE services.
101.4
The Participant understands that failure to follow prescribed procedures may result in:
• Transaction rejection;
• Settlement restriction;
• Financial recovery;
• Commission adjustment;
• Suspension;
• Termination;
• Restricted onboarding; and/or
• Other lawful contractual remedies.
101.5
The Participant agrees to cooperate with PAYJUDE, its authorized representatives, banking/payment partners, auditors, and competent authorities in relation to legitimate investigations, disputes, audits, regulatory requirements, and financial reconciliation.
102. SPECIAL CUSTOMER TRANSACTION DECLARATION
The Participant specifically acknowledges and agrees that, wherever applicable to the relevant PAYJUDE service:
1. The customer must be physically present for an in-person transaction.
2. The customer's identity must be verified through the prescribed KYC process.
3. The customer/cardholder name must be reasonably consistent with the prescribed identity and beneficiary information.
4. Payout shall be made only to the customer's own verified bank account where the same-account payout procedure applies.
5. Third-party payouts are prohibited unless expressly permitted by PAYJUDE's approved procedure and applicable law.
6. Unknown or suspicious customers shall not knowingly be processed.
7. The Participant shall maintain the prescribed transaction register.
8. The Participant shall immediately report suspected fraud or cyber incidents.
9. The Participant shall cooperate with chargeback and dispute investigations.
10. The Participant shall not knowingly process fraudulent, unauthorized, or artificially created transactions.
103. SPECIAL FINANCIAL RISK ACKNOWLEDGEMENT
The Participant acknowledges that payment transactions may involve financial exposure arising from:
• Chargebacks;
• Fraud;
• Cyber incidents;
• Customer disputes;
• Banking reversals;
• Payment-network recoveries;
• Regulatory actions; and
• Settlement discrepancies.
Where such loss is attributable to the Participant's fraud, negligence, wilful misconduct, unauthorized processing, or breach of prescribed procedures, PAYJUDE may seek recovery of the attributable loss in accordance with this Agreement and applicable law.
The Participant further acknowledges that liability shall not automatically be imposed solely because the Participant operates within the transaction chain; responsibility shall be determined based on the relevant facts, contractual obligations, investigation findings, and applicable law.
104. DISTRIBUTOR / SUPER DISTRIBUTOR DECLARATION
Where the Participant is a Distributor or Super Distributor, the Participant additionally confirms that:
Distributor
• It shall perform prescribed due diligence before onboarding Retailers/Agents.
• It shall maintain appropriate onboarding records.
• It shall not knowingly onboard fraudulent or fictitious businesses.
• It shall monitor material risks within its assigned network.
• It shall promptly report significant compliance or fraud concerns.
Super Distributor
• It shall exercise reasonable oversight over its Distributors.
• It shall support compliance and operational training.
• It shall monitor significant risks within its network.
• It shall escalate material issues to PAYJUDE.
• It shall cooperate with audits and investigations.
105. EXECUTION OF AGREEMENT
The Parties confirm that they have reviewed and understood this Agreement and voluntarily agree to be bound by its terms.
The authorized representatives signing below confirm that they have the authority to execute this Agreement on behalf of the respective Party.