AMENDMENT

MERCHANT AGREEMENT

This Amendment (“Addendum”) to the Merchant Agreement is made at Gurgaon, Haryana on

[_______], 2024.

BY AND BETWEEN:

ONE MOBIKWIK SYSTEMS LIMITED (formerly known as One Mobikwik Systems Private Limited), a
company incorporated under the provisions of Companies Act, 1956, having its registered office at Unit
102, 1st Floor, Block-B, Pegasus One, Golf Course Road,Sector-53, Gurugram - 122003, (hereinafter
referred to as “MobiKwik”, which expression shall, unless repugnant to the context or meaning thereof,
mean and include its successors and permitted assigns) of the First Part.

AND

The Entity, whose details are mentioned in the Entity Schedule of this Agreement and *hereinafter
referred to as “Merchant”, which expression shall, unless repugnant to the context or meaning thereof,
mean and include its successors and permitted assigns) of the Second Part.

MobiKwik and the Merchant are hereinafter, where the context so requires, collectively referred to as
the “Parties” and individually as the “Party”.

WHEREAS:

A. MobiKwik and the Merchant have previously entered into a Merchant Agreement dated Decolic
PVT LTD______________ ("Principal Agreement").

B. The Parties now wish to amend the Principal Agreement and have agreed to enter into and
execute this Addendum to give effect to this understanding.

NOW, THE PARTIES HERETO AGREE AS FOLLOWS:

1. The Parties agree to insert provisions related to electronic data capture machine (“EDC Machine”
defined in detailed below) to the Principal Agreement through this Addendum.
2. The Merchant intends to take EDC Machine(s) from MobiKwik on the terms and conditions
mentioned herein. MobiKwik has agreed to provide and the Merchant has agreed to accept services
with respect to EDC Machines at the Merchant’s POS/outlet on the terms and conditions as
provided in this Addendum.
3. MobiKwik has agreed to provide the Merchant the convenience of receiving the payment from its
Users through EDC Machine. Merchant further agrees to accept such payments which are made by
the Users to pay for the Products or Services purchased/ availed by its Users through its Point of
Sale (POS) using the EDC Machine deployed by MobiKwik.
4. MobiKwik has an arrangement with banks/ financial institutions offering payment processing
services to facilitate the Merchant to receive payments from its Users through EDC Machine
deployed by MobiKwik.
5. Definitions
5.1. “EDC Machine/Device” shall mean electronic data capture hardware (also known as a card
swipe machine) which is a payment terminal provided by MobiKwik on which the Merchant

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 can swipe or dip cards to receive payments and which enables the Merchant to securely pass
the card details of its Users to card networks in obtaining the authorization of the payments of
the said Users.
5.2. “Product” shall mean the goods/service of the Merchant purchased/availed by its User.
5.3. “User(s)” means the Users of the Merchant making payment for the products purchased, via
Credit/Debit Card using the EDC Machine provided to the Merchant by MobiKwik.
5.4. "Valid Card" shall mean an unexpired card issued by any institution designated to issue a Visa,
MasterCard, Visa Electron or a Maestro or other card as may be specified by the Bank from
time to time provided that the card is not listed in a current warning or restricted card bulletins
or notices and bears the signature of the person in whose name the card is personalized.
5.5. “Valid Charge” shall mean a charge on a Valid Card authorized in accordance by the Bank.
5.6. “Authorization” shall mean online authorization in respect of charges obtained by swiping the
Valid Card using the POS - MPOS Terminal.
5.7. “Bank” shall means banking companies with which MobiKwik has an acquiring and payment
processing arrangement.
5.8. “Payment Solution” shall mean the processing of payments sought to be made by Users by
way of debit/ credit cards through Mobikwik’s EDC device to enable the authentication of
Users and Authorization of payments on Valid Cards in accordance with Payment Mechanism.
5.9. “Payment Mechanism” means the mechanism, mandated and supported by Axis Bank, from
time to time for facilitating payments by utilizing the Payment Solution.
6. Payment and Charges
6.1. The payments and charges as specified in this Addendum shall be in addition to any other
payments and charges for such other services, receivable by MobiKwik from the Merchant
under the Principal Agreement.
7. Term
7.1. The term of the lease of the EDC Machine to the Merchant shall be automatically renewed on
annual basis unless terminated with the term of the Principal Agreement or otherwise in case
of return of the EDC Machine by the Merchant, Suspension of Service by Mobikwik or in case of
loss or theft of the EDC Machine from the place of business of the Merchant.
8. Representation, Warranties of MobiKwik
8.1. MobiKwik Shall provide the assistance regarding the installation and activation as well as
necessary training regarding installation and operation of the EDC Machine to the Merchant.
8.2. Mobikwik shall provide services to Merchant only to the extent of payment facilitator, enabler
of payment platform. At no point of time, ownership/liabilities of the Product sold by Merchant
through the Merchant POSs/ Merchant website shall be transferred to Mobikwik.
8.3. Mobikwik hereby grants to Merchant, a limited, non-exclusive, revocable, non-transferable
license and lease of the software(s) and hardware, respectively, related to or associated with
the EDC Machine.
8.4. Merchant hereby authorizes MobiKwik to collect the entire transaction money on behalf of
Merchant in its specified account as per the arrangement with its Bank. The money so collected
by debiting the Users Credit Card / Debit Card shall be deposited in MobiKwik’s designated
escrow bank accounts and the transaction money collected on behalf of Merchant shall be paid
out to the Merchant from the said bank accounts in T+1 working days (where “T” represents
the Date on which MobiKwik receives Transaction Amount from the bank) as per the RBI
guidelines for online payments, after deducting MobiKwik Fees & Charges as detailed in the
Annexure A and all other amounts due by the Merchant to MobiKwik for each payment
received from the User. However, no interest shall be payable and MobiKwik will not liable for
any delay if the settlement amount is not paid within the targeted timeframes to the Merchant.

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 8.5. Subject to the provision of this Addendum, and without prejudice to the right conferred by
Clause 9.35 hereinafter appearing, Mobikwik and the Bank agrees to pay for the User Orders
(authorized or approved) within 1 (one) day of receipt or next working day (if T+1 is bank
holiday), beyond the reasonable control of Mobikwik and the Bank. Payment of such charges
by the Bank is not to be construed or deemed to mean that the charges involved are Valid
Charges. Where Mobikwik and/or the Bank has reason to believe that any charges have been
fraudulently incurred or charged either on a Valid Card or a counterfeit card or where
Mobikwik and the Bank has reason to investigate or cause to be investigated any charges,
Mobikwik and the Bank shall be entitled to withhold payment pertaining to such Suspect
Charge (s) till the time charges slip and other proof (s) pertaining to such charges has been
provided by the Merchant.
9. Obligations, Representation, Warranties of Merchant:
The Merchants undertakes and acknowledge that
9.1. The Merchant agrees that the EDC Machine provided by Mobikwik shall be used exclusively by
the Users for the purchase of goods or services for which the Merchant has been signed up and
for no other purpose whatsoever.
9.2. The EDC Device, as well as the software and keys embedded into the PIN Pad are the exclusive
property of Mobikwik.
9.3. The Merchant shall be responsible for maintain the secrecy of the software and keys
(embedded into the EDC Machine) and shall not allow any piracy to be committed nor violate
any copyright/ trademark relating to the software.
9.4. Merchant shall not cause or allow Mobikwik’s or Bank’s right to access of the EDC Machine
pursuant to this Addendum; or otherwise to be encumbered in any way; or jeopardized by any
act of the Merchant or by any other person within its control;
9.5. The loss or damage arising out of non-maintenance, negligence or misuse of the EDC Machine
due to any reason shall be to the account of the Merchant.
9.6. The Merchant shall permit the authorized representatives of Mobikwik and the Bank to carry
out physical inspections of the EDC Machine during business hours, with or without notice.
9.7. The Merchant agrees to submit all User Orders to Mobikwik or the Bank on a regular basis
within a period of 1 day from the date of the User making a Valid Charge at the Merchant
stores in a format shared by Mobikwik. Without prejudice to the specific provision of Clause
9.35 hereinafter appearing, any User Orders received by Mobikwik or the Bank more than six
days (6) days after the charges for such User orders are incurred are subject to recourse. By
presentation of the charge slips, credit form, or any other transaction information and
documents, the Merchant represents and warrants that:
9.7.1.The Merchant shall retain and store the receipts/charge slips/invoice/data of the
transaction carried out through the EDC Machine for a period of 6 months, which shall be
made available on the request of Mobikwik and its bank or any Regulatory Authority. It is
hereby clarified that such receipts/charge slips/invoice/data of the transaction shall be
required by Mobikwik as per instructions from the Bank or Regulatory Authority, with
regard to any chargeback, dispute or such other complaint or issue as the case may be,
raised by the User with regard to the transaction.
9.8. The Merchant shall use the EDC Machine for accepting payments from its Users in exchange for
the sale of Product/ Service.
9.9. The Merchant shall promptly notify Mobikwik of any damage, loss, malfunction or breakdown
of the EDC Machine/ software, in the event of malfunction or breakdown of EDC Machine the
Merchant shall not allow any third person/agent/ employee, other than the employee/
agent/sub-contractors of Mobikwik to repair the EDC Machine/ software.

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9.10. The Merchant shall not sub-lease or license the EDC machine or give any third party the
rights to access and use the EDC machine.
9.11. The Merchant shall not process a card transaction on its own card without the purchase
of any good or services.
9.12. The Merchant acknowledges that MobiKwik or the Bank on reasonable ground and its
sole and exclusive opinion can suspend/withhold the payment to the Merchant in the event of
potential chargeback, fraud and other financial losses arising from the transactions processed
by the Merchant.
9.13. The Merchant shall be responsible for any sales, octroi, customs and or any other Tax/
duty levied in regard to the transaction processed and amount received by the Merchant for
the products sold to the User.
9.14. Merchant shall not be entitled to and shall not at any time require the Users to provide
the Merchant with any details of the User accounts held by the User including, without
limitation, passwords, account number, card numbers and PIN which may be assigned to them
by Bank, from time to time, or of details of the User credit card numbers or applicable PIN
which may be assigned to them from time to time except for such details as may be required
for authorization of Charges. Further, the Merchant shall not ask the Users to furnish the
above-mentioned details.
9.15. Merchants would be responsible for all financial losses owing to any chargebacks and
fraudulent transactions regardless of the reasons as well as any consequential financial liability
such as fees/penalties imposed on Mobikwik or the Bank by Card Associations/Regulatory
bodies.
9.16. In the event of a User making a purchase by a Valid Card and the User or the Bank (bank
with which MobiKwik has an acquiring and payment processing arrangement) with whom the
User has taken the card raises any dispute whatsoever, Merchant shall be obliged, forthwith, to
refund all such amounts received without any demur or protest whatsoever. Mobikwik and its
bank shall, without prejudice to its other rights, be entitled to debit the payment to be made to
the Merchant account and/or shall also be entitled to set-off the same from any amounts due
to Merchant and bank may make a corresponding credit to the User’s Valid Card. If the dispute
raised by the User is decided, to the satisfaction of bank, in favour of the Merchant, such
payment shall be forthwith returned to the Merchant without any interest after the monies
have been recovered from the User. MobiKwik shall not be liable for any delay in returning the
payment to the Merchant and shall be absolved from all liabilities thereon.
9.17. In the event of a User making a purchase by a Valid Card and requesting Bank for a
refund on any grounds whatsoever, or in the event of the User raising any dispute in respect of
the Products whatsoever, MobiKwik and/or the bank shall make a provisional credit in the
User’s account and the Merchant shall be obliged to, forthwith, refund all such amounts
relating to transaction disputed by the User and such refund shall be deducted in a period of
not less than 5 working days from the settlement amount to be paid by MobiKwik (through its
bank) to the Merchant. If Mobikwik or the Bank and the User are unable to arrive at a
satisfactory resolution of the problem within a period of ten (5) working days thereafter,
MobiKwik shall instruct its bank to make a direct credit to the disputing User’s account for the
disputed amount by debiting the Merchant’s account. Such a debit by MobiKwik’s bank and
the direct credit to the disputing User’s account shall not be disputed by the Merchant in any
manner whatsoever. In the event of the User and the Merchant arriving at a settlement within
the said (5) working day period, MobiKwik and the Bank shall deal with the said moneys in
accordance with the terms of the settlement.

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9.18. Notwithstanding anything contained herein, Mobikwik or the Bank shall not be obliged
to process any request for charge on a Valid Card which is incomplete or incorrect in any
respect. Where Mobikwik or Bank has reason to believe that any charges / debits have been
fraudulently incurred (hereinafter referred to as a “Suspect Charge”), Mobikwik or Bank shall
be, at all times, entitled to withhold or reverse such Authorization. Upon accepting a charge as
a Valid Charge, Mobikwik or Bank shall confirm to the Merchant the Authorization number of
the transfer DECOLIC MERCHANTS (P) LTD.,

9.19. instruction of the User. The Merchant shall display the status of authorization
information to the User.
9.20. In the event MobiKwik or the Bank has reason to believe that any charges/debit have
been fraudulently incurred or charged either on a Valid Card or a counterfeit card or where
MobiKwik or the Bank has reason to investigate or cause to be investigated any transaction,
MobiKwik and the Bank shall be entitled to withhold payment to the Merchant pertaining to
such Suspect charge/debit transaction ( s) till the time charges slip and other proof (s)
pertaining to such charges/debit is provided to the MobiKwik and the Bank.
9.21. Merchant shall not to attempt to reverse engineer, disassemble, decompile or rooting
attempt or jail-break or otherwise attempt to discover the source code or trade secrets for the
EDC Machine/software supplied by MobiKwik.
9.22. Merchant shall assist Mobikwik and the Bank in regard to Authorization in respect of
charges/debits that can be obtained by swiping the Valid Card using the EDC Machine(online
Authorization).

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9.23. The Merchant shall take all necessary steps and/or precautions to ensure that the
Products are not mistaken or misrepresented as being associated with; being sold by, marketed
by or being offered for sale by Mobikwik and Mobikwik shall bear no liability in this regard.
9.24. Without prejudice to the generality of the aforesaid, the Merchant shall ensure that the
Merchant h as an appropriate privacy policy related to its business, which clearly provides that
the Merchant shall ensure that the privacy of the User is protected and no information given by
the User shall be utilized in any manner whatsoever which could directly or indirectly result in
any harm to the User or which would constitute a breach of privacy.
9.25. In the event of any display or advertisement of any product or service or the display/
advertisement or distribution / sale of any Product being, in the view of Mobikwik or any
regulatory / statutory / judicial / quasi-judicial authority, contrary to any applicable law,
regulation, government policy, order or guideline including all applicable foreign laws,
regulations, Mobikwik shall be entitled to call upon the Merchant to cause removal or get
discontinuation of such display, advertisement, distribution or sale, as the case may be. The
Merchant shall, on receipt of such a request, forthwith, discontinue with such practice.
9.26. Merchant shall provide such access to User data as required by MobiKwik for the
purposes of this Addendum.
9.27. Merchant shall be liable for the following a). wrongful or improper use/ Loss or damage
to any EDC Machine MobiKwik service . b). All Transactions submitted by Merchant using the
EDC Machine (including without limitation the accuracy of any product information that
Merchant provides or any claim or dispute arising out of products or services offered or sold by
Merchant); c). any other party’s access and/or use of the EDC Machine supplied by Mobikwik
by securing the access code, password or any other appropriate security code provided to
Merchant;.
9.28. Merchant shall ensure that EDC Device is used with due skill and care, and only in the
manner and for the purpose in which it is designed and intended. Merchant shall be fully liable
for any use or misuse of the terminal(s) that may result in loss, damage, breakage or otherwise
alteration of form or function of the Device. Such liability of Merchant will entitle MobiKwik the
right to deduct any amount from Merchant payouts/ proceeds/ security deposit, as required
for repairing, replacing or otherwise taking action to restore such Device as per MobiKwik’s
discretion.
9.29. Merchant shall keep the EDC Device adequately insured against loss by fire, theft and all
other hazards (comprehensive coverage). Such insurance(s) will name MobiKwik as
Owner/Licensor of EDC Machine, as additional insured and as loss payee. Marchant shall be
responsible for the replacement value of any lost, stolen or damaged Device. The loss,
destruction, theft of or damage to the Device shall not relieve the Marchant from its obligations
under the Addendum.
9.30. Merchant shall be responsible to supply the Products/ Service to the User who effects a
transaction over the EDC Machine at the actual price of the Products, subject to any applicable
discounts without imposition of any extra surcharge/ additional charge.
9.31. Merchant shall ensure that the Marchant’s trading/brand name and outlet location is
printed clearly on the EDC Receipt, and is correct.
9.32. Merchant shall not set any minimum or maximum amounts in respect of Transaction
values for a User using the EDC Device.
9.33. Merchant shall ensure that the EDC Machine password /PIN is restricted to only suitably
qualified senior personnel of Merchant. In case of any misuse of the EDC Machine password/
PIN by Merchant or its staff/employees, Marchant shall be responsible to fully indemnify
MobiKwik from and against all actions, claims, losses, charges, costs and damages which

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 MobiKwik may suffer or incur as a result of Merchant’s failure or breach to comply with such
controls/ provisions herein.
9.34. Merchant shall not except with the prior written consent of MobiKwik, relocate the EDC
Machine or associated equipment, including any signage, marketing or advertising material,
installed in the Merchant’s outlet/point of sale to any premises or any other Merchant’s
outlet/point of sale.
9.35. The Merchant shall take all precautions, as is prudent under such circumstances or as
may be directed by Bank, to ensure that there is no breach of security on the Mobikwik
systems/ and that the integrity of the link between the Mobikwik and the Payment Mechanism
and the link between the Mobikwik and Merchant is maintained at all times and as per the
applicable laws and the provisions of this Addendum. The Merchant shall ensure that all Users,
upon accessing either of the abovementioned links, are properly and safely directed to the
Payment Mechanism.
9.36. The Merchant agrees that: (i) any transfer/payment instructions accepted by MobiKwik
and the Bank through its Payment Mechanism which result in the payments being
uncollectable by reason of any dispute raised by a User / User’s bank, shall be the financial
responsibility of the Merchant and MobiKwik or the Bank shall not be liable for the same. The
Merchant authorises Mobikwik to debit the Merchant account for the
chargebacks/uncollectable payments mentioned below.
9.36.1. The payments including but not limited to the following shall be deemed to be un-
collectable:
9.36.1.1. Any payments involving the alleged forgery or alleged fraudulent usage of the
User’s valid card, or that of the card number, card expiry date, User name,
transaction amount, etc. of whatsoever nature. In such an event MobiKwik and the
Bank shall not be required to check the veracity of any alleged fraud and shall be
entitled, prima facie, to rely upon the allegation made by the User.
9.36.1.2. Any payment which the User refuses to honour or demands a refund because of
the Product purchased from the Merchant was not as promised or was defective,
deficient, incomplete and /or unsatisfactory for any reason whatsoever;
9.36.1.3. Any charge/debit which is a Suspect Charge and it is determined after due
enquiry and investigation within six (6) months that any Suspect Charge(s) is not a
Valid Charge;
9.36.1.4. Any charge/debit, the settlement of which is done more than 7 days after the
charge/debit was authorized by Bank to Mobikwik.
9.36.1.5. Any charge/debit for product(s) in an amount in excess of the Price.
9.36.1.6. Any charge/debit for unfulfilled / un-delivered Products.
9.36.1.7. Any charge / debit arising out of any alleged hacking, breach of security or
encryption (if any) that may be utilized by the Merchant from time to time.
9.36.1.8. Any charge processed wherein the Merchant fails to provide Bank with the
Proof of Fulfillment within 20 working days (twenty) from the date of Bank’s
communication to the Mobikwik requesting the same.
9.36.1.9. Any charge that was previously billed.
9.36.1.10. Any charges without prior authorization of Bank as provided therein.
9.36.1.11. Any charges with respect to which the Merchant has not resolved a User
complaint /dispute in the given timelines.
Provided that, in the event of Bank making any charge-back pursuant to the aforesaid
provision, Mobikwik shall intimate the same to the Merchant.

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 9.37. The Merchant fulfill its obligations of providing the User with the Product (s) as set out
in the terms and conditions of the Merchant that have been accepted by the User. The
Merchant shall provide the Product (s) to the Users through such approved modes of delivery
as stated by the Merchant. The Merchant shall retain proof of such delivery of the Product(s)
(“Proof of Fulfillment”) for a period of at least 20 months f
or chargeback requests raised within 180 days f
rom the date of the User making the Valid Charge at Merchant’s stores . The
Merchant shall furnish such Proof of Fulfillment whenever required by Mobikwik and the Bank.
The Merchant shall secure the User Order number unique to that purchase.
9.38. In the event Mobikwik or Bank requires the Proof of Fulfillment for any purpose
whatsoever, the Merchant shall forward the Proof of Fulfillment, in such manner as may have
been previously agreed, within 5 working days from the receipt of communication from
Mobikwik or Bank about the same or such shorter period as intimated Mobikwik or Bank,
provided that a longer duration maybe provided where applicable. Provided that, if Mobikwik
or Bank reasonably requires, the physical proof of dispatch of the Proof of Fulfillment of the
Product (s) shall be made available in original to Mobikwik or Bank.
9.39. The Merchant hereby authorizes Mobikwik to deduct Charges and all other amount due
and payable by the Merchant to Mobikwik from each payment received from the User before
passing on the credit (net of Charges and all other amounts due) to the Merchant. Mobikwik
shall also be entitled to debit the Merchant account, from time to time, to recover any amounts
due to it from the Merchant. The Merchant shall execute all Authorizations and writings as may
be required by Mobikwik or the Bank from time to time and shall ensure that there are
sufficient funds in the Merchant account for the purposes of payment of Charges and other
dues at all times.
9.40. If the default or omission of the Merchant results in Bank’s inability to debit the Charges
and other dues, an intimation / notice would be sent to the Merchant and if the Merchant fails
to rectify the default or omission as per the intimation/notice within 2 days , then Mobikwik
shall be entitled, to charge the Merchant late payment interest at the rate of two percent (2%
p.a.) or at the maximum rate permitted by law if lower, on all late payments from the date of
the purchase in question until the actual date of payment.
9.41. The Merchant hereby acknowledges and confirm that Mobikwik or the Bank shall be
entitled to revise the Bank Charges, from time to time, which amended charges shall be agreed
by the Merchant as communicated by Mobikwik.
9.42. Merchant shall ensure network connectivity for smooth processing of card transactions
via EDC Machine, MobiKwik has procured SIM cards and assembled them in EDC Machine. In
this regards Merchant undertakes and agrees to utilize the said EDC Machine and inbuilt SIM
cards only for the limited purpose stated in the Addendum and in compliance with all
applicable laws, rules and regulations. Merchant, further agrees and undertakes to be
responsible/liable for any costs/damages/losses incurred by MobiKwik due to Merchant’s
unauthorized/illegal use of EDC Machine or the SIM card assembled in such EDC Machine,
and/or any physical damage caused to the EDC machine. In event of breach of this clause by
Merchant, MobiKwik reserves the right to terminate the Addendum and take such appropriate
action as it may deem fit, including but not limited to any civil or criminal proceedings against
the Merchant, blacklisting and reporting of Merchant to appropriate
government/administrative/judicial authorities.

10. Return of Device:

10.1. Merchant may return the Device and MobiKwik may repossess the EDC Machine subject
to the Policy in Annexure A and the following conditions:

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 10.1.1. Device returned shall not be damaged and should be in proper working condition,
MobiKwik reserves the right to deduct the from the settlement amount payable to the
Merchant subject to usage, wear and tear of the EDC Machine (more particularly detailed
in Annexure A).
10.1.2. In case MobiKwik finds the device damaged/non-working, MobiKwik
10.1.3. In event EDC Machine remains inactive for a continuous period of 01 month or EDC
Machine shall be deemed to be inactive if the Merchant has failed to meet the minimum
transaction value and there has not been any transaction of at least Rs. 500/- (Rupees Five
Hundred) for a continuous period of 01 month.
10.1.4. Any other terms and condition as may be specified by MobiKwik from time to time for
return of Device;
10.1.5. Upon occurrence of such any event above-mentioned Merchant shall upon demand,
return the EDC Machine to the authorized representative of MobiKwik without any demur
or delay and MobiKwik shall deduct applicable charges including but not limited to
outstanding rental charges, Security Deposit, Maintenance Charges, Insurance Cost, or any
other cost, etc. from payout/security Deposit of the Merchant, as mentioned in Annexure
A against repair of such damage from Merchant’s payout and/or Usage Deposit.
10.1.6. MobiKwik may in its discretion shall be entitled to forfeit security deposit for any Device
on the occurrence of the events detailed as below:
10.1.6.1. Any activity conducted in violation of applicable law.
10.1.6.2. Non-adherence of the Obligations, Representation, Warranties of the Merchant
under the Addendum for use of Device.
11. Joint Representations

Both the Parties agree to abide by the guidelines of the MasterCard Visa and NPCI Associations, as
may be amended from time to time.
12. Disclaimer
12.1. Merchant understands and acknowledge that the Mobikwik services under the
Addendum may not be uninterrupted or error free or free from any virus or other malicious,
destructive or corrupting code, program or macro. Mobikwik shall adopt such technical and
non-technical security measures that it considers are appropriate to render the services under
this Addendum. The Merchant also acknowledges that that functioning of the EDC Machine
may not be uninterrupted or error free or the services provided by the Banks, to MobiKwik
which is passed on to Merchant under this Addendum, can be in any event be brought to an
abrupt end in any event whatsoever by any of the Banks, Facility Providers for any reason
whatsoever.
12.2. Mobikwik or Bank may from time to time upgrade, modify, alter or perform
maintenance activity for the provision of services to the Merchant, the same would be
communicated to the Merhant through a prior intimation. During the performance of such
maintenance services, Mobikwik and the Bank shall reasonably endeavour that the Payment
Mechanism continues to be operational and available during such Maintenance Services and in
the event the payment mechanism is not operational, it shall endeavor to ensure that the same
is available for utilization as soon as my be possible.
12.3. Mobikwik or the Bank shall not be liable for any losses, damages and/or expenses
incurred by the User, the Merchant in respect of any loss of access and/or use or interruption
or any delay in the use of the Payment Mechanism / Payment Solution due to the maintenance
services or otherwise.

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 12.4. For the avoidance of doubt, in no event shall Mobikwik be required to establish any
contract for the sale and purchase of the Products with the User or Merchant. The Merchant to
ensure that the appropriate notice/intimation is provided to the User informing the User that
the User is purchasing the Products solely from the Merchant pursuant to a sale and purchase
agreement with the Merchant through the payment solution provided by the Mobikwik.
13. INDEMNITY:
13.1. Merchant irrevocably agrees, to indemnify and keep Mobikwik indemnified, at all times
hereafter, from all losses, damages, costs, legal fees, charges and expenses and consequences
whatsoever, suffered or incurred by Mobikwik on account of any claims, actions, suits or
otherwise instituted by all or any User(s) or any third party whatsoever, arising out of or in
connection with acts or omissions of the Merchant including, but not limited to:
a. any breach or non-performance of the Merchant’s undertakings, warranties or obligations
under this Addendum; or
b. any act or omission by the Merchant in respect of the sale of / payment for the products;
c. any fines, penalties, interest on delayed payments imposed on Mobikwik on account sole act
or omission of the Merchant’s and/or due to the Products sold.
d. Any claim against Mobikwik for infringement of third party intellectual property rights,
13.2. The Merchant shall fully indemnify and hold harmless Mobikwik from all damages,
costs, legal fees, charges and expenses, and losses that Mobikwik may incur as a consequence
of any failure whether temporary or permanent to the extent such failure results in any
wrongful or incorrect payment to the Merchant. The Merchant shall also undertake to make
good and reimburse Mobikwik and/or the User for any failure of the Payment Mechanism, to
the extent of such failure results in any wrongful or incorrect payment to the Merchant.
13.3. Settlement
13.3.1. All settlements shall be in accordance with the RBI rules, regulations and guidelines as
applicable and in a manner as mentioned in this Addendum.
13.3.2. Merchant agrees, acknowledges and understands that MDR shall be deducted by
MobiKwik from the Transaction Amount payable to the Merchant in respect of each
successfully completed Transaction.
13.3.3. MobiKwik shall process all valid Transactions of the Merchant
13.3.4. MobiKwik reserves the right to revise the MDR and/or Convenience fees periodically,
and MobiKwik will intimate (either by email/ or in writing) to the Merchant of any such
change within reasonable time before making the said changes effective.
13.3.5. Merchant shall maintain one or more settlement accounts, If Merchant intends to
change the Settlement Account, Merchant must notify MobiKwik with all relevant
documentation for re-verification, and the same shall be effected within 15 working days
of receipt of the Merchant’s notice with complete documentation after the reverification
is completed.
13.3.6. MobiKwik shall not be liable for any liability whatsoever including on account of delay in
receipt of funds or errors in debit and credit entries caused by third party including
without limitation, any Card Brand, acquiring bank, Merchant’s Bank, couriers,
communication carriers, servers and internet MobiKwiks, data processors, clearing houses
or payment gateways, or any failure in electronic fund transfers, server/system/network
failure or any other glitches which are beyond the control of MobiKwik.
13.3.7. Monthly statements shall be available for viewing through the Merchant’s online
account with MobiKwik. All statements may be accessed from the Account Login on the
website of MobiKwik. Merchant shall promptly examine the statements and notify
MobiKwik by email of all errors by providing Merchant’s name and Account number within

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 07 days for the occurrence of the error. MobiKwik shall investigate the same within 30
days of receiving the email.
13.3.8. Merchant authorizes MobiKwik and the Bank to initiate reversal or adjustment entries
and initiate or suspend such entries necessary to grant Merchant conditional credit/debit.
Merchant shall pay to MobiKwik any charges and costs demanded by others or incurred by
MobiKwik on the Transactions. (i) If MobiKwik is of the opinion that a particular
transaction is fraudulent or suspicious or incorrect data has been inserted by Merchant,
Merchant alone shall be liable for the same.
13.3.9. Merchant’s policy for the warranty/guarantee, exchange, return or replacement of
goods sold and adjustment for services rendered and shall clearly be specified on the
invoice raised by Merchant. If Merchant fails to do so, a full refund in the form of a credit
to the Card Holder’s Card account must be given by Merchant. Merchant shall not refund
cash to a Card Holder who paid for the goods / service by Card. Credits in cases of refund
must be made to the same Card account number on which the original Transaction was
processed. To enable such refund, Merchant shall at all times maintain sufficient funds in
the Merchant Account.
13.3.10. In the event of termination of the Addendum, taking into consideration the
track record in terms of incidences of chargeback during the tenure of the Addendum
and/or the circumstances of termination of the Addendum
13.3.11. MobiKwik and the Bank shall be entitled to withhold the amount as provision
of 6 months towards the resolution of any chargeback related issues arising out of any
Transactions done under this Addendum, from out of the settlement amounts payable to
the Merchant.
13.3.12. Merchant hereby agrees that MobiKwik reserves the right to adjust all
outstanding/unpaid amounts/recoveries including penalties (if any) from the settlement
amounts accruing towards Merchant, during and after expiry of the term of the
Addendum.
14. Except as provided herein and varied/modified, the Principal Agreement shall remain unchanged
and shall continue to have full force and effect till the expiry or termination of the Principal
Agreement. In the event of any conflict between the Principal Agreement and this Addendum, the
provisions of this Addendum shall prevail to the extent of such conflict.
15. Unless defined herein, the words, phrases and capitalized terms which are contained or referred to
in this Addendum shall be construed as having the meaning thereby attributed to them in the
Principal Agreement.
16. This Addendum and the Principal Agreement is a complete statement of the agreement between
the Parties, which supersedes all prior or concurrent proposals and understandings, whether oral or
written, and all other communications between the Parties relating to the subject matter of this
Addendum and the Principal Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Addendum to be executed by their
respective duly authorized representatives on the day and year first above written.

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Authorised Signatory Authorised Signatory Decolic Merchant PVt LTD

Vinod Kumar Kohli

Date: _____________ Date: 10/07/2024________________

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 Entity Schedule

S.No. Particulars Details

1. Legal Entity Name of the Merchant Decolic Merchant PVT lid

2. Registered Office Address Explaned Kol-700001

3. Legal Entity Type Company

✘ Partnership Firm
✘ Proprietorship Firm
✘ Association of Persons
✘ Trust
✘ Other,

_________________________

Annexure A
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 Fees & Charges

1. Merchant shall pay all charges related to lease of the EDC Machine(s)/Device including but not
limited to the charges as mentioned below: MobiKwik reserves the right to deduct the amount
towards payments and charges from the transaction amount to be settled to the Merchant.
2. The Merchant hereby agrees to pay the below-mentioned charges for the EDC Machine to
Merchant. The Merchant acknowledges and agrees that such charges (subject to applicable taxes)
shall be deducted from the settlement amount payable by MobiKwik to the Merchant for successful
transactions.
3. Merchant confirms availing ______________ nos. of EDC Machine from MobiKwik.
4. Merchants shall pay to MobiKwik, in relation of each of the EDC Machine the fees as per the
selected category below (These charges are exclusive of government taxes)

(In Rupees/ Percentage)

Particulars In INR/Percentage
One time non-refundable setup Fees INR
(per device)
Monthly Rental (per device) INR400
Advance Rental (Months) per device 1
Device Quantity 10
Penalty Clause
CC (Mastercard/ Visa) 1.85
DC Upto 2000 0.9
DC more than 2000 0.4
Rupay DC 0
UPI 0
MobiKwik Wallet/Zip 1.99
Fraud Liability of merchant 100%
penalty/charges
Chargeback liability of merchant 100%
Maximum penalty/charges for 10000
damage done to the EDC Machines or
loss of EDC machines
Paper roll INR 12

Exclusions: The above-mentioned fees and charges shall be exclusive of the charges/expenditure
incurred for the repair of the EDC Machine on account of the following instances:
a. Loss of EDC Machine;
b. Defects breakdown or malfunction due to failure to properly follow the installation process
and instructions for use
c. Damage due to external cause to the EDC Machine (including but not limited to shock,
lightening fire, vandalism, malicious action, contacts with various liquids or vermin or water
damage of any nature, inappropriate electric voltage), or modifications to the EDC
Machine.
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 d. Lack of every day maintenance
e. Improper storage or poor environmental conditions, particularly those related to
temperature and hygrometry effects of variations of electric voltage from the electric
network or from the earth or repair.
f. Work (opening or attempt to open the EDC Machine) or maintenance of the Device by
persons not authorized by MOBIKWIK;
g. Wear and tear from normal daily use of the EDC Machine and its accessories;
h. Telecommunication problems related to an unsuitable environment;
i. Work in connection with normal use: delivery, installation or exchange of consumable
supplies;
j. Work on any EDC Machine modified or added or repaired by Merchant or any third party;
k. Malfunction due to the use of products, consumables or accessories which are
noncompatible with the EDC Machine;
l. Intentional Damage to the EDC Machine; m. Any repairs post 3 years of installation n. Any
attempt to hack, reverse engineer, repair, tampering, etc

In event the EDC Machine is found to be damaged or in non-working conditions due to any reason
including the ones mentioned above, than Merchant shall be liable to pay for any
repairs/replacement of parts of the device (if device is damaged due to any action by the merchant)
as may be carried out by MobiKwik or pay the device amount to MobiKwik in case the returned EDC
Machine is beyond repair. MobiKwik shall have the right to deduct such charges from Merchant’s
payout and/or Security Deposit as mentioned.

5. The Merchant hereby agrees that the below-mentioned charges shall be paid by the Merchant
immediately upon occurrence of the respective event, as may be applicable. The Merchant
acknowledges and agrees that such charges (subject to applicable taxes) shall be deducted from the
settlement amount payable by MobiKwik to the Merchant for successful transactions:

Scenario Description Policy

Theft, loss or In case of theft of EDC The Merchant shall pay the cost of the
replacement of the EDC Machine EDC Machine to MobiKwik along with a
Machine penalty of INR 5,000 + taxes
immediately

In case of loss of EDC The Merchant shall pay the cost of the
Machine EDC Machine to MobiKwik along with a
penalty of INR 5,000 + taxes
immediately

In case the Merchant The Merchant shall pay the cost of the
requires a replacement EDC Machine to MobiKwik along with a
due to any damage or non- penalty of INR 5,000 + taxes
functioning of the EDC immediately and any repair cost as may
Machine be incurred by MobiKwik

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Cost of EDC Machine: INR 10,000 + taxes as on 1 October 2023 which shall be subject to change
depending upon change in charges by manufacturers, foreign exchange, etc. The Merchant agrees
that the final cost of the EDC Machine shall be communicated by MobiKwik as on the date of
occurrence of any of the above mentioned scenarios.

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