eCircular

Circular No.246-2010-BC-DIT-02

Date: 17-09-2010
PERMANENT UTILITY

MERCHANT EDC ACQUIRING BY DEPLOYMENT OF POINT OF SALE (POS)

TERMINALS AT MERCHANT ESTABLISHMENTS
WOX
The Bank has taken several strides in Technology implementation by launching various products and
services for the benefit of our customers. In its continuing quest to meet the customers needs and
adding another avenue of increasing the non-interest income, the Bank has decided to enter into POSEDC (Point of Sale-Electronic Data Capture) acquiring activity. The activity involves deploying Point
of Sale terminals at Merchant Establishments for accepting Debit Cards/Credit Cards/Pre-paid
Cards/Charge Cards by Merchant Establishments towards payment of goods and services from their
customers. The Merchant EDC acquiring business can be a successful channel of earning non-interest
income for the Bank if the POS-EDC terminal generates sufficient revenue. It will also help us to
prevent customer attrition to other Banks by availing POS-EDC terminals of other Banks. The
Merchant EDC acquiring activity rests on the principle of Merchant Discount Rate (MDR) [also
known as Merchant Service Fee (MSF) or Merchant Service Charge (MSC)], which is the amount,
deducted by the Bank at the time of settlement, from the Invoice amount swiped through the Card on
the terminal by the Merchant. The Bank has to share a fixed percentage of Merchant discount with the
Card-issuing Bank whose Cards are swiped on POS-EDC terminals of our Bank deployed at Merchant
Establishments depending on the type of the Card.
For example if the EDC terminal deployed at one of our merchant with merchant discount of 2%, and
the invoice of 1000/- is paid by swiping a Card issued by X Bank, the invoice amount will be settled
by our Bank for 978/-i.e., 1000/- Less Merchant discount of 20/- at 2% less Service Tax of 2/- at
10.30%. If the card swiped is of X Bank and is a Classic Card, the issuing Bank namely X Bank will
have to be paid 11/- at the rate of 1.10 % known as issuer interchange out of 20/- earned by us and
9/- will remain with us as the Acquirer interchange income. The activity involves swiping of Cards
issued by various Banks at our POS-EDC terminals, which will be debited to the Cardholders account.
At the end of the day the Merchant should close the days transaction by closing the batch in the POSEDC terminal, after which the data will get uploaded to VISA / MasterCard switch. The settlement
will be made in our favour by VISA/MasterCard on the next day after deducting Issuer Bank
Interchange. We will be crediting the Merchants account on a daily basis on receipt of funds from
VISA/MasterCard on the next working day of closing the batch by the Merchant, by credit to their
account specified in the MEF.
Operational Unit for handling Merchant EDC acquiring business: The Card Centre located at IV
Floor of Syndicate Bank, Corporate Office, Gandhinagar, Bangalore 560 009 will handle the entire
activity of POS terminal deployed at Merchant Establishments.
Merchants eligible for deploying EDC terminal: Business Establishments / customers maintaining
their Current Account / enjoying credit facilities with Syndicate Bank are eligible for obtaining POS
terminals. The Merchant s/ customers should neither be defaulters nor NPA customers nor customers
who have settled the dues under OTS. However merchants/customer not satisfying the conditions
mentioned above may be sanctioned with such facility by respective Regional Office if it helps the
Bank in recovering the dues, etc. The Branches should ensure due diligence on all the parameters
mentioned in Annexure-I in respect of Merchants not maintaining the accounts with the Branches and
also obtain confidential opinion from the Bank-Branch where they are maintaining their account.

Circular No.159-2010-BC-MKTG-03 / 02-07-2010

Circular No.246-2010-BC-DIT-02 / 17-09-2010

Procedure for deploying of EDC terminals: The following two forms need to be obtained from the
Merchant for installation of POS-EDC Machines.
1) The Merchant Enrolment Form (MEF) as per Annexure II of this circular.
2) Merchant agreement in Annexure III
The Branches shall obtain request of the Merchant desirous of having POS-EDC terminal In the
Merchant Enrolment Form (MEF) mentioned above and forward the same to Card Centre with Branch
recommendations for Card Centre sanction. Branches should canvass for MDR based on the turnover
as per table mentioned below. However where the Merchant /customer is not fulfilling the eligibility
criteria as mentioned above, the request has to be recommended by respective Regional Office and
forwarded to Card Centre. On receipt of the format, Card Centre will determine the eligible MDR as
per table mentioned below, based on the details furnished in the Merchant Enrolment Form and permit
the Branch for executing the agreement in the format mentioned in Annexure III of this circular. The
Merchant agreement is to be executed by payment of applicable stamp duty as per the Stamp Duty Act
of the concerned state. The Agreement has to be executed by the Merchant with the signature of the
authorized signatory on behalf of the firm on one part and the Branch Head on behalf of the Bank on
the second part. The Original of the agreement should be retained at Branch level under joint custody
and Xerox copy of the same duly certified by the Branch Head on all pages should be forwarded to
Card Centre, Bangalore. Once the submission of MEF and Agreement is in order the Card Centre
will make arrangements with the vendor for installation of the POS-EDC terminal and training of the
Merchant in handling the POS-EDC terminals.
Rate of Merchant discount: Branches should canvass for deployment of Merchant POS terminal at
maximum rate for earning higher revenue to the Bank based on the estimated average monthly
turnover of the Merchant through the Card business. If the customer has already got a POS-EDC
terminal of other Banks then the monthly turnover of the transactions which will be made through the
POS-EDC terminal can be reasonably estimated. The rates of MDR and average monthly turnover
which the merchant should meet are furnished below:
Merchant Discount Rates - Floor Limits
Average Monthly turnover
Minimum % of MDR for
in
Merchants maintaining
lacs (through EDC machine
account with the Bank
installed by the Bank)
50.00 and above
1.25
35.00 to less than 50.00
1.30
20.00 to less than 35.00
1.40
16.00 to less than 20.00
1.50
12.00 to less than 16.00
1.60
11.00 to less than 12.00
1.65
8.00 to less than 11.00
1.70
5.00 to less than 8.00
2.00
3.00 to less than 5.00
2.25
2.00 to less than 3.00
2.50
# Minimum monthly charge
600.00

Minimum % of MDR
for Non-customers
1.50
1.75

2.00
2.25
3.00
1500.00

If the turnover is less than 2 lakhs, the minimum MDR will be fixed as 2.5 % subject to a minimum
monthly charge of 600/= for customers and 1500/= for non-customers.
# If the merchant fails to achieve the minimum assured turnover through POS-EDC terminal, the Bank
will be recovering 600/= minus the income earned from the terminal per month.
The POS-EDC terminals deployed by the Bank are capable of accepting VISA cards only as on
date and we are in the process of obtaining MasterCard membership and the process is expected

Circular No.246-2010-BC-DIT-02 / 17-09-2010

to be completed by September 2010. The Branches/Merchants will be informed once the process
is completed which will enable the terminals to accept both VISA Cards & MasterCard.
Process of settlement of Funds & MIS to Merchant:
The transactions made by the Merchant through the POS-EDC terminal should be completed by a
process known as Batch closing at the end of the day on a daily basis. The transactions will be settled
the next day only if the Merchants close the days Batch. The credits are settled through VISA on next
working day and the customer account is credited centrally from Card Centre through GEFU upload.
The daily transaction details with the net amount settled to the Merchants account is sent by email to
the email-id provided by the Merchant.

Procedure to be followed by the Branches in recommending EDC terminals:

i) Branches to ensure that customers/Merchant Establishments are long standing customers with
good business. For newly opened accounts branch shall certify that the required KYC has been
conducted as per the extant guidelines prevailing in the Bank. The CIBIL report of the
customer/Merchant should be generated to know the status of the customer. In case of noncustomers due diligence and KYC should be done before recommending for POS terminal. If the
Cardholder disputes the transaction at any later date; the same has to be recovered from them.
ii) Merchant / customers dealings with the Branch should be satisfactory.
iii) Merchants / customers should be advised to strictly follow guidelines before accepting the Card
for payment as per Para 4 of the agreement in Annexure III.
iv) The area/line of business, the merchant is carrying on, should be of good potential for Card based
transactions.
v) Branch to ensure that if the Merchant had already obtained POS terminal from any other Bank,
reasons for termination should be verified to prevent any risk on account of default or fraudulent
activity.
vi) The Branches should visit the Merchants location before sanction and confirm the same in the
MEF form.
vii) Merchants should be advised to be vigilant in case of high value transaction of 10,000/- and
above. In case the customer is of Foreign national or if the Card is issued by Foreign Bank
operating from abroad, Merchant should obtain identification proof like Passport, verify the
validity of the passport, permission for arrival, departure period in the passport and preserve
Xerox copy of the same.
viii) Merchant has to verify the signature component appearing on the face of the Card or in the
signature panel on the reverse of the Card with the signature affixed in the charge slip.
(Chargeslip means an electronic or a paper record generated from the POS device evidencing the
processing of the Transaction)
ix) Merchants have to obtain and preserve the chargeslip for 3 years as proof for the transaction to
challenge any claim at a later date in case of disputed transactions and in case of failure to do so,
the disputed amount will be recovered from the Merchants account.
x) Branch should advise the merchants to close the batch on a daily basis for the transactions done
during the day since settlement can be done on the next day only if the Batch is closed.
Outsourcing of Merchant POS acquiring activity:
The activity is outsourced to M/s Banktech India (Pvt) Ltd.,3rd Floor, Sigma Chambers, 1307, HAL 3rd
Stage, Jeevan Bhima Nagar Main Road, Bangalore 560 075 and they will be undertaking the same on

Circular No.246-2010-BC-DIT-02 / 17-09-2010

our behalf including maintenance of terminals, replenishing of thermal paper and other queries relating
to settlement and disputes. The Branches/Merchants should not install or de-install the terminal under
any circumstance and should contact the vendor through Toll Free number mentioned below or Card
Centre. The Merchant/Customer or Branches can contact the following Toll Free Number for issues
mentioned against each:
Toll Free Number
1800 425 1392
1800 425 7577

Issues
Credit to customers account and settlement related queries.
Terminal problems, replacement of Thermal Paper, Consumables and Training.

The contents of the circular may be circulated among all the staff members for acquiring awareness of
the product and also marketing the same.
Clarifications required, if any, on this circular may be sought from CARD CENTRE at Corporate
Office, Bangalore, through respective RO, as per extant guidelines.

LIUAN : YRSOD : YRULD

Check Word

(K. DEVANANDA UPADHYAYA)

GENERAL MANAGER

Circular No.246-2010-BC-DIT-02 / 17-09-2010

Annexure-1
Checklist for providing EDC-POS terminals to Non-customers or new customers
1) Installation of EDC terminals to be done to new customers or non-customers of our Bank after
proper verification of KYC norms and CIBIL report verification.
2) Conduct physical inspection of merchant site with the KYC documents and ensure compliance to
KYC guidelines and evaluate on any of the following parameters:
(a) Physical location,
(b) Staff working at the merchant location.
(c) Inventory of stock held.
(d) License/permits obtained from statutory authorities.
(e) Period of Occupancy of the present premises.
(f) Business records maintained by the merchant.
(g) Telephone access and from when working.
3) Non-customers to be provided with EDC only after due-diligence is done about the business on:
(a) Merchant Business Background e.g. Merchant business registration or tax registration number,
Merchant Brand name, Merchant legal name, legal form of business, certificate from existing
banker regarding the merchants business operations/statement of account for immediate past 6
months.
(b) Existing POS terminals and its usage - sales volume, ticket size, chargeback.
(c) Merchant Business Location - Merchant Principal(s) Information i.e. principal name, address,
ownership information.
(d) Financial statements of merchant.
4) The merchant approval will be based on the following parameters:
(a) Seasoning of merchant business-merchants length of time in business
(b) Merchant credit worthiness with reference to financial statements/statement of account.
(c) Merchants industry-Speculative/Stable/Up-coming.
(d) Projected sales volume, sales through cards.
(e) Projected chargebacks and fraud risk
(f) Prohibited merchant types that are not acceptable e.g. massage parlours, casinos, gambling etc.

WOX

Circular No.246-2010-BC-DIT-02 / 17-09-2010

Annexure-2
Form no: BT/POS/SYN/003
Merchant Enrollment Form

1
2

3
4
5

6
7
8
9
10
11

12
13
14

Establishment Information
Name of the Merchant
Establishment
Doing Business Name (DBN)
(Max 23 Characters All Upper
Case)
Constitution of the Business
Name of the Authorised
Signatory
Category of Business- Others
Hotel/Resorts/Hospitals/Petrostation/ Departmental Stores/
Please Mention the type of
Jewellery/Textiles/Retail
business:
Address of the Establishment
(where POS to be installed)
PIN code
Contact Person & Mobile
Number
--do Landline with STD Code
Email ID (Mandatory)
Average Monthly Volume of
Transactions expected through
our POS terminals (if terminals
required are more than one please
mention turnover terminal wise)
No of POS terminals required
Merchant Discount Rate
expected
No of POS terminals currently in
use (Name of the Bank and
Number of terminals)

Number:

Name of Bank

Account Information
15 Account Holding Branch
16 Account Type
17 Account No. (14 Digits)
(Mandatory)
18 Customer ID (10 Characters)
19 No. of Authorised Signatories
20 Other Deposits, Advances,
Overdrafts
21 Account Number
22 Date of Opening the account
23 Amount of Deposit/Advance

Amount:

No of
terminals

Monthly
Turnover
in lakhs

MDR
Rate

Circular No.246-2010-BC-DIT-02 / 17-09-2010

We/I hereby confirm that We/I would be taking care of the SyndicateBank POS terminals and would
ensure that the terminals are used as and when a purchase transaction happens through a
Credit/Debit/Pre-paid card. We/I would also adhere to the merchant agreement to be signed with the
Bank. We/I further confirm to provide separate STD Telephone line to connect the EDC machines
to be deployed by SyndicateBank.
Name
Signature Specimen
Authorised Signatory 1
Authorised Signatory 2
Authorised Signatory 3
For Bank Branch Use only
Branch Name and Branch Code
(Code)
R.O. Name and Region Code
(Code)
Branch
Email
ID:
Merchant Discount Rate (in %)
We have visited the above said establishment and found the information provided true and correct
and hereby recommend deploying POS terminal for this merchant.
Branch Manager's Name:
(Syndicate Bank)

Signature

Date:

Stamp:

Card Centre Use

We hereby give clearance to M/s Banktech India Pvt. Ltd. to install the ______ POS terminals at this
merchant location.

Signature (SyndicateBank, Card Centre, Bangalore) Date:

For Banktech Use only
Agreement enclosed:
Date Stamp
Remarks:

Yes

No

Received by
Toll Free Number for issues mentioned against each:
Toll Free Number
1800 425 1392
1800 425 7577

Issues
Credit to customers account and settlement related queries.
Training, Terminal problems, replacement of Thermal Paper and Consumables
WOX

Circular No.246-2010-BC-DIT-02 / 17-09-2010

Annexure-3
MERCHANT AGREEMENT
(To be executed on Stamp Paper by payment of Stamp Duty
as specified in the Stamp Duty Act of the State)
This Agreement is executed on ____day of _______20__, at _____________, by and between:
SyndicateBank, a body corporate constituted under the Banking Companies (Acquisition and Transfer
of Undertakings) Act, 1970, having its registered office at Manipal 576 104, Udupi District, Karnataka
State, represented by its authorised signatory ______________________________________________
_______________________________________________________________ (hereafter the Bank,
which expression shall, unless repugnant to the context thereof, mean and include its successors and
permitted assigns), of the first part;
and
__________________________________________, a [body corporate/partnership firm/sole
proprietorship], [registered / established] under the provisions of the [Companies Act, 1956 / Indian
Partnership Act, 1932] and having its [registered office/principal place of business] at _____________
__________________________________________________________________________________,
represented by its authorised signatory _____________________________________________
(hereinafter the Merchant Establishment), of the second part.
WHEREAS, the Merchant Establishment has represented that its Locations (as defined hereafter) meet
the requirements for installation of such POS Devices;
AND WHEREAS, the Merchant Establishment is desirous, subject to the terms and conditions
specified in this Agreement, of having one or more of the said POS Devices installed at the said
Locations to facilitate Debit/Credit/Prepaid/Charge card transactions by its Customers (as defined
hereafter) at such Locations;
AND WHEREAS, the Bank has agreed to install the said POS Device(s) at the said Location(s),
subject to the terms and conditions specified in this Agreement.
NOW THEREFORE, the Parties hereby agree as follows.
1. DEFINITIONS
In this Agreement, unless the text expressly or the context necessarily requires otherwise, each of
the words and expressions set out below and all grammatical variations thereof shall when
capitalized in the manner shown below and used in this Agreement have the meanings
correspondingly assigned to such word or expression; when not capitalized in the manner shown
below and used in this Agreement, such words and expressions shall have their ordinary meaning.
1. 1. Affiliate means with respect to any Party, any other Person that directly or indirectly controls, is
controlled by, or is under common control with such Party and where control refers to the right,
power or authority to regularly and ordinarily direct the management, policies, actions or
omissions of any Person, directly or indirectly, whether through ownership, contract, affiliation
or otherwise.
1. 2. Agreement means this Agreement, as amended in writing from time to time in accordance with
its provisions, and includes all recitals, articles, sections, and schedules to this Agreement.
1. 3. Authorisation means the process by which the Bank approves a Transaction initiated on a POS
Device, and as stipulated by the Bank from time to time and includes the approval that is flashed
on the POS Device.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

1. 4. Cardholder means the Person to whom a Credit/Debit/Prepaid/Charge card is issued and who is
authorised by the Issuer to use such Credit/Debit/Prepaid/Charge card.
1.5. Card Organisation means VISA, MasterCard or any other like organisation that operates and
manages retail payment networks for Credit/Debit/Prepaid/Charge cards used on the POS
Device.
1. 6. Charge-slip means [an electronic or] a paper record generated from the POS device evidencing
the processing of the Transaction.
1.7. Confidential Information means any scientific, technical, trade or business information or
materials, that a Party (Disclosing Party) may from time to time disclose or make available to the
other Parties (Receiving Parties) pursuant to this Agreement, and that are treated by the
Disclosing Party as confidential or proprietary, including, information and materials related to
products, programs, processes, methods, formulas, procedures, tests, equipment, data, batch
records, reports, know how, sources of supply, patent positioning, relationships with consultants
and employees, business plans and business developments, and information concerning the
existence, scope or activities of any research, design, development, manufacturing, marketing or
other projects of the Disclosing Party. Without prejudice to the generality of the foregoing,
Confidential Information includes information marked, labelled, or otherwise identified as
confidential or proprietary, and information or materials that would reasonably be identified or
understood by the Receiving Party as the confidential or proprietary information of the
Disclosing Party, even if not so marked, labelled, or otherwise identified. Provided that for each
Receiving Party Confidential Information shall not include information that: -1. 7. 1. at the time of disclosure, is known publicly or thereafter becomes known publicly through no
fault of such Receiving Party or its agents;
1. 7. 2. becomes available to such Receiving Party from a Third Party that is not legally prohibited
from disclosing such information, provided such information was not acquired directly or
indirectly from the Disclosing Party;
1. 7. 3. was developed by such Receiving Party independently of information obtained from the
Disclosing Party;
1. 7. 4. was already known to such Receiving Party before receipt from the Disclosing Party, as shown
by its prior written records;
1. 7. 5. is released with the prior written consent of the Disclosing Party; or
1. 7. 6. is required to be disclosed by law or by the order of a judicial or administrative authority,
provided that such Receiving Party, to the extent reasonably practicable, provides the
Disclosing Party reasonable notice prior to any such legally required disclosure in order to
allow the Disclosing Party sufficient time to oppose such process or to obtain protective or
confidential treatment of such Confidential Information, and to the extent that a protective
order or other legal protection is not obtained by the Disclosing Party, such Receiving Party
discloses only that portion of the Confidential Information that is legally required to be disclosed.
1. 8. Customer means any Person who enters or attempts to enter into a Transaction with the
Merchant Establishment.
1. 9. Disclosing Party has the meaning given in Section 1.7 of this Agreement.
1. 10. Force Majeure Event means any act or event that prevents a Party (the Nonperforming Party),
in whole or in part, from performing its obligations under this Agreement, or satisfying any
conditions to the other Partys obligations under this Agreement, and is beyond the reasonable
control of and not the fault of the Nonperforming Party, and that the Nonperforming Party has

Circular No.246-2010-BC-DIT-02 / 17-09-2010

11

been unable to avoid or overcome by the exercise of due diligence. Without prejudice to the
generality of the foregoing a Force Majeure Event includes, where all of the previously specified
conditions contained in this definition are met, each of the following acts or events: war, flood,
lightning, drought, earthquake, fire, volcanic eruption, landslide, hurricane, cyclone, typhoon,
tornado, tsunami explosion, riot or civil disturbance, act of God, act of public enemy, terrorist
act, military action, epidemic, famine or plague, shipwreck, action of a court or public authority,
or strike, work-to-rule action, go-slow or similar labour difficulty, each on an industry-wide,
region-wide or nationwide basis, but does not include, any event where any of the above
conditions are not met or any act or event caused by or attributable to economic hardship,
changes in market conditions, insufficiency of funds, unavailability of equipment or supplies or
strikes, work-to-rule actions, go-slows or similar labour difficulties that are not industry-wide,
region-wide or nationwide.
1. 11. Indemnified Party means the Party seeking a claim for indemnification pursuant to the
provisions of this Agreement, and includes its Affiliates, employees, directors, representatives
and agents and any Person claiming through them.
1. 12. Indemnifying Party means the Party against whom the Indemnified Party raises a claim for
indemnification pursuant to this Agreement.
1. 13. Insolvency Proceedings means any form of bankruptcy, liquidation, receivership, winding up
or administration proceedings filed voluntarily or by a secured creditor, or any act to negotiate
or agree on the reorganization or rescheduling of debt or the entering into of any other
arrangement or scheme with creditors, or any moratorium on payment from creditors, or any
interim or provisional supervision by a court, tribunal or authority of competent jurisdiction or
by any appointee of such court, tribunal or authority or the appointment of any liquidator or
administrator by any court, tribunal or authority.
1. 14. Issuer means the bank or financial institution that issues the Credit/Debit/Prepaid/Charge card
that is used on a POS Device to generate a transaction that is processed by the POS Device.
1. 15.Locations mean the place or places identified in Schedule 1 to this Agreement, where each POS
Device is to be installed, secured and operated pursuant to the provisions of this Agreement.
1. 16. Litigation Expense means and includes any court filing fee, lawyers fees court cost, arbitration
fee or cost, witness fee, and each other reasonable fee and cost of investigating, defending or
asserting a claim for indemnification under this Agreement.
1. 17. Loss means any liquidated, agreed or admitted liability, loss, claim, settlement payment, cost,
expense, interest, award, judgment, damages, fines, fees, penalties or other charge, including
reasonable attorney fees and disbursements and Litigation Expenses.
1. 18. MasterCard means MasterCard Worldwide and its Affiliates that operate and manage the retail
payment network Credit/Debit/Prepaid/Charge cards bearing the MasterCard mark or any
related mark.
1. 19. Non-Performing Party has the meaning given in Section 1.10 of this Agreement.
1. 20. Party means the Bank or the Merchant Establishment.
1. 21. Person means any natural or juristic person, and includes any company or other body corporate,
any trust, government agency, or government, as well as any firm or association or partnership
of two or more Persons.
1. 22. POS Device means a point of sale machine together with all software validly resident on such
machine capable of dealing with sale, void, tip, settlement, and refund transactions.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

1. 23. Receiving Party has the meaning given in Section 1.7 of this Agreement.
1. 24. Term means the period commencing on the date of execution of this Agreement by the Parties
and terminating in accordance with the provisions of Section 10.
1. 25. Transaction means a transaction for the sale of goods or services entered between Merchant
Establishment and Customer and that is processed using Debit/Credit/Prepaid/Charge card
through the POS Device.
1. 26. Visa means Visa, Inc. and its Affiliates that operate and manage the retail payment network
Credit/Debit/Prepaid/Charge cards bearing the Visa mark or any related mark.
1. 27. Valid Card means a Credit/Debit/Prepaid/Charge card that (i) is permitted by the Bank for
Transactions; (ii) bears a Card Organisations logo, hologram and name of the Issuer and such
other details as may be stipulated by the Bank from time to time; (iii) has not expired; (iv) bears
the Cardholders signature on the signature strip on the reverse side of the Card; (v) has not been
mutilated or altered; and (vi) is not listed in a Warning Bulletin.
1. 28. Warning Bulletin means a bulletin or any other communication in hard or soft copy issued by
the Bank or any other Card Organization licensee informing the Merchant Establishment of any
lost, stolen, invalid or cancelled Cards.
2. INTERPRETATION AND CONSTRUCTION
The following provisions shall apply to the interpretation and construction of this
Agreement, unless the text expressly or the context necessarily requires otherwise.
2. 1 The section, clause and schedule titles and headings in this Agreement are for convenience and
identification only and shall not affect the interpretation or construction of this Agreement.
2. 2. References to sections, clauses or schedules without further specification are references to
sections, clauses and schedules of this Agreement.
2. 3. Any reference to a statute or any provision of a statute shall include that statute or provision as
well as any rule, regulation, notification, circular, or direction made or issued pursuant to such
statute or provision, as may be from time to time modified or re-enacted, whether prior to or after
the date of this Agreement.
2. 4. References to the singular number shall include references to the plural number and vice versa.
2. 5. Words denoting one grammatical gender shall include all grammatical genders.
2. 6. References to include or including shall mean include without limitation and including
without limitation respectively.
3. INSTALLATION OF DEVICES
3. 1. During the Term, and subject to the provisions of this Agreement, Bank or its authorised agent
undertakes to install a single POS Device at each Location and to provide the Merchant
Establishment a current manual describing operations and troubleshooting for the use of the POS
Device.
3. 2. The POS Devices installed by Bank or its authorised agent at each Location shall have the ability
to process Transactions originated using Visa Credit/Debit/Prepaid/Charge cards only.
Transactions originated using cards related to any other Card Organisation shall be capable of
being processed only if such fact has been authorised by the Bank and previously informed to the
Merchant Establishment in writing.

Circular No.246-2010-BC-DIT-02 / 17-09-2010

13

3. 3. Bank or its authorised agent shall be entitled to inspect each Location prior to installation of the
POS Device at such premises.
3. 4. Notwithstanding anything contained in this Agreement, the Bank and the Merchant agree and
shall ensure that:
3. 4. 1. all rights, title and interest in the POS Devices installed pursuant to this Agreement shall,
unless otherwise previously agreed by Bank in writing, vest fully, freely and exclusively with
Bank;
3. 4. 2. In the event a POS Device is being used in a manner inconsistent with the requirements of or
in breach of the provisions of this Agreement or for fraudulent purposes, or otherwise upon the
expiry or termination of this Agreement, Bank shall be entitled to unilaterally disconnect and
recover any POS Device from the Merchant Establishment. The provisions of this clause shall
survive any expiry or termination of this Agreement.
4. PROCEDURE FOR TRANSACTION TO BE FOLLOWED BY THE MERCHANT
ESTABLISHMENT
4. 1. Before processing any Transaction the Merchant Establishment shall ensure and be solely
liable and responsible for ensuring each of the following.
4. 1. 1. The Debit card or the Credit card or Prepaid or Charge Card presented for the Transaction is a
Valid Card;
4. 1. 2. In case of a photo card, the photograph on the card is identical to the individual using the card
for the Transaction;
4. 1. 3. The signature panel strip on the reverse of the card is already signed by the Cardholder and is
not damaged; and
4. 1. 4. In case of a credit card, the first four digits of the card number that are embossed on the card
are also found separately printed on the face of the card, either above or below the first four
embossed numbers. For example, if a credit card has the number 1234 5678 9101 1213, the
first four numbers, i.e., 1234, should appear printed on the face of the card and positioned
above or below the place where the first four numbers, i.e., 1234, are embossed.
4. 2. Before processing any Transaction where the amount exceeds INR 10,000 (rupees Ten Thousand
only) , the Merchant Establishment shall obtain and be solely liable and responsible for obtaining
the following.
4. 2. 1. A photocopy of the front and the back of the card,
4. 2. 2. Photocopy of the Identity proof, and
4. 2. 3. If the card being used is not issued by an Indian Issuer, a photocopy of the passport of the
Cardholder.
The Merchant Establishment shall not accept previously made photocopies of the passport or the
card from the Cardholder in such cases.
4. 3. After conducting the primary verification pursuant to Section 4.1 and Section 4.2, the Merchant
Establishment shall swipe the card on the POS Device and enter Transaction details as requested
to obtain an Authorisation, including for purposes of generating a Chargeslip. The Merchant
Establishment shall allow the Cardholder to enter an identification number if so required and
shall provide the Cardholder with adequate privacy to enter such details.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

4. 4. The Merchant Establishment shall obtain the Cardholders signature on the Chargeslip and shall
verify the authenticity of the signature on the Chargeslip with the signature present on the reverse
of the Card in the signature panel. The Merchant Establishment shall also verify the photo
present on the card in case of photo cards with the person presenting the card and affixing the
signature. The Merchant Establishment shall provide the Chargeslip marked as customer copy to
the Cardholder. Simultaneously, the Merchant Establishment shall also verify the number
embossed or printed on the card with the card number appearing on the Chargeslip to ensure both
the numbers are identical. The Merchant Establishment shall be solely responsible and liable for
conducting each of the activities specified in this Section 4.4. The Merchant Establishment shall
also follow the contents of Section 4.2 above.
4. 5. The Merchant Establishment shall refuse and be solely responsible and liable for refusing any
Transaction where any of the above verifications cannot be completed or where the Merchant
Establishment is otherwise unsure or has reason to believe that the person requesting the
Transaction is NOT the Cardholder. Where the Merchant Establishment refuses any Transaction
for any of the above reasons, the Merchant Establishment shall immediately inform the Bank and
seek further instructions from the Bank.
4. 6. In the event a card presented to the Merchant Establishment is included in the Warning Bulletin,
the Merchant Establishment shall make reasonable efforts to detain such card and shall forthwith
intimate about such detention to the Bank and deliver the card to the Bank.
4. 7. Without prejudice to the other provisions of this Agreement, the Merchant Establishment shall
ensure that all Debit, Credit, Prepaid and Charge cards issued by SyndicateBank and presented
for the Transaction are processed using only the POS Device installed pursuant to this
Agreement (POS Device installed by SyndicateBank) and on no other equivalent device provided
by any other bank or vendor or service provider. Subject to the provisions of this clause 4.7,
other Valid Cards that are not issued by SyndicateBank and are presented for the Transaction
should also be processed using the POS Device by the Merchant Establishment.
5. OPERATING POS DEVICES AND HANDLING TRANSACTIONS
5. 1. The Merchant Establishment shall ensure and shall be solely responsible and liable for ensuring
the following.
5. 1. 1. Each Location shall have data connectivity with at least one dedicated data connection or
phone line capable of being connected to the POS Device;
5. 1. 2. Each Location have at least one individual charged with the security of the POS Device who is
capable of and responsible for ensuring that the POS Device is not misused or damaged;
5. 1. 3. Each Location have dedicated power supply of 100 250 V AC 50/60 Hz available for the
POS Device;
5. 1. 4. The Merchant Establishment shall use the POS Device only for the purpose of facilitating the
Transaction and the Merchant Establishment shall not enter into any third party Transaction, or
use any POS Device to dispense cash against Credit Cardholders or provide any third party
transactions unless specifically authorised by the Bank;
5. 1. 5. The Merchant Establishment shall keep the Bank informed of the claims made against the
Merchant Establishment in relation to the use of POS Device or any other matter in connection
with this Agreement and provide any such detail required by the Bank from time to time
regarding the same;
5. 1. 6. The Merchant Establishment shall not dispute, compromise or otherwise deal with any such
claim made without the prior written consent of the Bank and the Merchant Establishment
hereby acknowledges that the Bank shall have the sole discretion whether to provide any
assistance to the Merchant Establishment to defend the claim made; and
5. 1. 7. Such other requirements as are prescribed in the applicable user or operating manual for the
POS Devices or stated elsewhere in this Agreement.

Circular No.246-2010-BC-DIT-02 / 17-09-2010

15

5. 2. The Merchant Establishment shall ensure and shall be solely liable and responsible for ensuring
that each installed POS Device is operated only in accordance with the provisions of this
Agreement. In particular, and without prejudice to the generality of the foregoing, the Merchant
Establishment shall 5. 2. 1. maintain the POS Device in a good condition and in accordance with the instruction manual
provided to the Merchant Establishment;
5. 2. 2. use the POS Device only in accordance with the instruction manual and in the manner and for
the purposes provided in this Agreement;
5. 2. 3. pay the Bank or its authorised agent all expenses that are incurred by the Bank or its authorised
agent, as the case may be, for repairs to, maintenance for or replacement of any POS Device
that has been damaged as a result of improper handling at any Location;
5. 2. 4. bear the costs, charges and expenses for the use of electricity and telephone lines in connection
with the use of POS Device;
5. 2. 5. ensure that at least 3 [Three] staff at each Location are sufficiently trained to operate the POS
Device and atleast one of them are always present when the POS Device is being used;
5. 2. 6. report promptly to the Bank any default or suspected default in the operation of the POS
Device;
5. 2. 7. provide all reasonable assistance for the prevention and detection of fraud in respect of the use
of the POS Device;
5. 2. 8. not remove the POS Device from the place at each Location where the POS Device was
installed by Bank or its authorised agent;
5. 2. 9. only enter Transactions in Indian rupees unless otherwise permitted by the Bank;
5. 2.10. collect and maintain the days Transaction paper roll / sales invoices for accounting purposes;
5. 2.11. preserve copies of Chargeslips, Transaction paper rolls, sales invoices and any other document
collected as mandated elsewhere in this Agreement for a minimum 36 (THIRTYSIX) Months
and provide the same to Bank within three (3) business days from the date of Banks request
for such information and in case of failure to do so, refund the Transaction amount to the
Bank;
5. 2.12. provide in such Form and manner as may be required by the Bank from time to time,
information and related documentation in respect of any Transactions; and
5. 2.13. certify to the Bank while presenting any Transaction information that (i) all statements of facts
presented are true and complete in all respects; (ii) the Merchant Establishment has supplied
goods or services to which the Transaction information relates and to the value stated therein,
and at a price not greater or not less favourable than the same price and terms at and on which
such goods or services are supplied by the Merchant Establishment for cash; (iii) the
Transaction information pertaining to each sale has been supplied only once; and (iv) that the
sale of such goods or services is lawful.
5. 3. In the event (i) any goods are not received or accepted by the Cardholder for a reason solely
attributable to the Merchant Establishment, (ii) any goods are sold on a refund or return basis, or
(ii) any services for which the Cardholder has made payment are not performed or are cancelled,
or (iii) in any other instance where the amount charged to the Cardholder is validly disputed by
the Cardholder, the Merchant Establishment shall ensure the following.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

5. 3. 1. Not make any cash refund to the Cardholder;

5. 3. 2. Make all refunds to the Cardholder only through the Bank as per the process communicated by
the Bank; and
5. 3. 3. Forthwith make payment of the amounts to be refunded to the Bank for onward credit to the
Cardholder, unless the Bank, in its own discretion informs the Merchant Establishment that it
will adjust such amounts from any amount payable by the Bank to the Merchant
Establishments or unless the Bank stipulates an alternate procedure for refund, as the Bank
may deem fit from time to time.
5. 4. The Merchant Establishment shall deliver a true and completed Customer copy of the Chargeslip
to the Customer. In the event a Customer leaves his or her card behind at the Merchant
Establishments premises, the Merchant Establishment shall:
5. 4. 1. return the Card to the Cardholder subject to receiving the Cardholders request in writing
supported by evidence in support of identification; or
5. 4. 2. forward the card to the Bank, in the absence of such request and evidence.
5. 5. Further, the Merchant Establishment shall have the following obligations and responsibilities.
5. 5. 1. Honour a Valid Card when presented for processing the Transaction;
5. 5. 2. Not engage in any practice or procedure that discriminates against, or discourages Cardholders
from using a card whether by favouring cash Transactions or by favouring the use of any other
competing cards;
5. 5. 3. Not levy any service charge or fee on the Cardholder for the use of the Card; and
5.5.4. Not place any minimum Transaction limit for the use of a Valid Card.
6. MAINTENANCE AND TRAINING
6. 1. Subject to operation of the POS Devices in accordance with the provisions of this Agreement,
Bank shall directly or through a third party contractor provide:
6. 2. first and second level maintenance of the POS Device at each Location and only where
complaints have been registered by the Merchant Establishment between 9:00 a.m. and 6:00
p.m., between Monday and Saturday, excluding public holidays, national holidays, and other
bank holidays in India.
6. 3. training for the Merchant Establishment on (i) operation and handling of the POS Device and
consumables, (ii) basic troubleshooting and (iii) customer-level maintenance.
7. CHARGE-BACK
7. 1. Notwithstanding any Transaction being accepted or paid for by the Bank, the Merchant
Establishment shall be responsible for any Transaction that is processed under any of the
following circumstances. Further, the Merchant Establishment acknowledges the Banks right to
charge back any Transaction processed and debit the Merchants Account under any of the
following circumstances.
7. 1. 1. Where a Transaction is completed by the Merchant Establishment otherwise than in
conformity with the provisions of this Agreement;

Circular No.246-2010-BC-DIT-02 / 17-09-2010

17

7. 1. 2. Where a Transaction is fraudulent, collusive, illegal or otherwise irregular in any manner

whatsoever;
7. 1. 3. Where a Transaction has been completed outside the territory authorized for use of the card;
7. 1. 4. Where the signature of the Cardholder on the Chargeslip is not identical to the signature on the
card or where the signature on the Chargeslip is forged;
7. 1. 5. Where the Transaction details are received by the Bank more than 30 (THRITY) days after the
date of the Transaction appearing on the Chargeslip;
7. 1. 6. Where the Transaction has been separately billed by the Merchant Establishment directly to
the Cardholder;
7. 1. 7. Where the Transaction is in excess of a limit that has not been separately authorised by the
Bank;
7. 1. 8. Where the Cardholder asserts a claim for set-off or counter claim against the Merchant
Establishment or disputes his or her liability for any other reason.
7. 2. In the event the Bank is entitled to chargeback any Transaction pursuant to Section 7.1, the Bank
may at its sole discretion, give effect to such chargeback entitlement by any of the following
procedures.
7. 2. 1. Deducting the relevant amount or any part thereof from any account whatsoever of the
Merchant Establishment with any branch of the Bank without prejudice or limitation to the
Banks right to set-off, transfer and apply funds under law;
7. 2. 2. Deducting the relevant amount or any part thereof from any payments to be made to the
Merchant Establishment; or
7. 2. 3. Billing the Merchant Establishment for the relevant amount or any part thereof and the
Merchant Establishment agreeing to pay the amount of the bill forthwith upon receipt of the
same without any demur or protest.
8. RIGHTS AND OBLIGATIONS OF BANK
8. 1 The Bank shall, towards Authorized Transactions completed in all respects, pay to the Merchant
Establishment the net amount due from the Bank to Merchant Establishment by crediting the
account of the Merchant Establishment with the Bank.
8. 2. Without prejudice to the provisions of this Agreement, the net amount due from the Bank to the
Merchant Establishment for any Transaction shall be equal to the Authorized Transaction value
for that Transaction, less the discount rate applicable pursuant to this Agreement, less any
applicable tax or statutory due and further adjustments required to be made pursuant to this
Agreement.
8. 3. The Bank shall have no obligation to pay for any Transaction unless the Merchant Establishment
has provided a copy of the signed Charge-slip to the Bank evidencing completion of the Transaction.
8. 4. The Bank shall endeavour to pay the amount due to the Merchant Establishment within 10 [TEN]
business days excluding Holidays after receipt of the Chargeslips for the Transaction by the
Bank. Provided that in the event this Agreement is under a termination notice period, the Bank
shall endeavour to make such payments where the Bank has successfully collected such
payments from the Issuer and within one hundred eighty (180) business days after receipt of the
Chargeslips for the Transaction by the Bank.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

8. 5. Payment by the Bank shall be without prejudice to any claims of rights that the Bank may have
against the Merchant Establishment and shall not constitute any admission by the Bank as to the
performance by the Merchant Establishment of its obligations under this Agreement or the
amount payable to the Merchant Establishment.
8. 6. The Bank shall be entitled to set-off and deduct from the amounts payable to the Merchant
Establishment any amount payable by the Merchant Establishment to the Bank or any amount to
be refunded to the Cardholder by the Bank pursuant to the provisions of this Agreement.
8. 7. In the event, the Bank suspects that the Merchant Establishment has (i) committed a breach of
any provision of this Agreement, (ii) acted dishonesty or fraudulently or has been a party to any
fraud, or (iii) processed a Transaction in breach of the provisions of this Agreement, the Bank
shall be entitled to suspend all payments due to the Merchant Establishment by the Bank under
this Agreement, pending enquiries by the Bank or seek reimbursements for the amounts already
paid by the Bank concerning the above mentioned Transactions. In the event the enquiries
establish such breach, dishonesty, or fraud, Bank or its authorised agent with the permission of
the Bank shall be entitled to enter into the Location, disconnect and retrieve the POS Device and
all consumables and records related thereto .
8. 8. The Bank shall have all other rights that have been granted to the Bank pursuant to the provision
of this Agreement.
9. DISCOUNT RATES
9. 1. The Bank shall fix the discount rates for each Merchant Establishment Location on the basis of
the average gross monthly turnover and within the discount rate ranges applicable to other
similar Merchant Establishments. The initial discount rate for the first three months shall be as
specified in Schedule 2 to this Agreement and the discount rate for each subsequent quarter shall
be as specified in Schedule 2 until modified by the Bank in accordance with the provisions of this
Agreement.
9. 2. The Bank shall be entitled to modify the discount rates from the rates specified above provided
that such modification shall be notified to the Merchant Establishment in advance and in
accordance with this Agreement.
9. 3. On payment for a Transaction to any Merchant Establishment, the Bank shall withhold an
amount equivalent to the product of the applicable discount rate and the gross value for such
Transaction, i.e., inclusive of applicable taxes.
9. 4. Notwithstanding anything contained herein and in addition to the discount rates specified
pursuant to this Agreement, in respect of any Merchant Establishment Location that averages less
than the minimum assured turnover from Transactions generated on the POS Device(s) in such
Location, the Merchant Establishment shall be liable to pay a device fee equivalent to the
difference between the MDR and minus interchange paid to issuer Bank and INR 600 [Rupees
Six Hundred Only] per month per POS Device, which fee shall be owed solely to the Bank and
the Bank shall also withhold from any payment due to such Merchant Establishment, an amount
equivalent to the said device fee.
10. TERM, RENEWAL, TERMINATION AND EFFECT OF TERMINATION
10. 1. This Agreement shall be in force from the date first stated above and shall continue to be in
force for a period of 2 [TWO] years, unless terminated earlier in accordance with the provisions
of this Agreement.
10. 2. This Agreement may be terminated at any time by the written consent of either of the Parties.

Circular No.246-2010-BC-DIT-02 / 17-09-2010

19

10. 3. This Agreement may be terminated unilaterally by the Bank by issuing written notice of
immediate termination to the Merchant Establishment if -10. 3. 1. The Merchant Establishment has been in material breach of its obligations under this
Agreement, provided that where such material breach is capable of cure, the Bank shall have,
at least thirty (30) days prior to such notice of immediate termination, issued notice informing
the Merchant Establishment of the material breach and calling on the Merchant Establishment
to cure such breach within thirty (30) days and provided further that the Merchant
Establishment shall have failed to cure such breach within the said period of thirty (30) days;
or
10. 3. 2. If the Merchant Establishment is subject to any Insolvency Proceedings; or
10. 3. 3. If the Merchant Establishment is subject to a change of control; or
10. 3. 4. If in the sole discretion of the Bank, the Merchant Establishment is involved in any fraud or
has processed any suspicious or fraudulent Transaction.
10. 4. Upon any termination of this Agreement the following consequences shall occur.
10. 4. 1. The Merchant Establishment shall cease to use all POS Devices and return all POS Devices to
the Bank or its authorised agent at no additional cost to the Bank or its authorised agent;
10. 4. 2. The Merchant Establishment shall disclose and provide to the Bank all data concerning all
completed Transactions; and
10. 4. 3. Each Party shall immediately discontinue use of any Confidential Information provided by
the other and cause all such Confidential Information of the other that is in its possession to
be returned to the Disclosing Party within thirty (30) calendar days of the date of the notice of
immediate termination.
10. 5. Notwithstanding anything contained herein, the termination of this Agreement shall not affect
the rights of any Party accrued prior to such termination.
10. 6. Without prejudice to the generality of the foregoing, the provisions of Section 1, Section 2,
Section 3.4, Section 8, this Section 10, Section 11, Section 13, Section 15, Section 16, Section 18,
Section 19, Section 21, and Section 24 shall survive any expiry or termination of this Agreement.
11. CONFIDENTIALITY AND NON-DISCLOSURE
11. 1. Each Party agrees that where it is a Receiving Party, unless it has the prior written consent of the
Disclosing Party, it shall only use Confidential Information of the Disclosing Party in
furtherance of this Agreement and shall not, whether during the Term or for a period of three (3)
years thereafter, itself use such information, except as provided in this Agreement, or disclose,
publicize, reveal or make available, directly or indirectly, any Confidential Information to any
Person, except for a disclosure which is required, if at all, by statute, order of court or otherwise
by law, or as reasonably required in order to discharge the Receiving Party's obligations
pursuant to this Agreement, and then only after first advising the Disclosing Party of such intent
to make disclosure with reasonably sufficient advance notice so as to afford the Disclosing Party
an opportunity to object or otherwise seek a protective order. Without prejudice to the
foregoing provisions, it is clarified that each Party shall treat the terms and conditions of this
Agreement as Confidential Information for which it shall be deemed to be a Receiving Party.
11. 2. Each Receiving Party shall take all reasonable steps to ensure that Confidential Information of
any Disclosing Party is controlled as required herein: this obligation shall be met if a Party
applies controls similar to those used to protect its own proprietary information.

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Circular No.246-2010-BC-DIT-02 / 17-09-2010

12. REPRESENTATIONS, WARRANTIES AND COVENANTS

12. 1. Each Party represents and warrants to the others as follows.
12. 1. 1. Such Party has, and for the Term will have, all requisite power and authority to enter into and
perform all its obligations under this Agreement and to conduct its business as conducted on
the date of this Agreement and as proposed to be conducted by the Parties pursuant to this
Agreement.
12. 1. 2. Such Party has taken all actions, obtained all regulatory, corporate and contractual
authorizations, and submitted all notices or filings required to be submitted, for such Party to
validly enter into this Agreement and perform all its obligations under this Agreement.
12. 1. 3. The execution and delivery of, or the performance of obligations under, this Agreement do
not violate or conflict with any statute, rule, regulation, directive or other law, judgment,
order, decree or award applicable to such Party, or any provision of such Partys constituent
documents, or any agreement, contract, promise, covenant, undertaking, representation or
warranty, applicable to or made by such Party.
12. 1. 4. This Agreement constitutes legal, valid and binding obligations on such Party enforceable
against such Party in accordance with its terms.
12. 1. 5. Each of the representations and warranties contained in this Agreement, are separate and
independent and shall not be qualified or limited by any reference to any other representation
or warranty or any other provision of this Agreement or any prior knowledge on the part of
the other Party or its Affiliates, agents, advisors or employees, or any investigation or due
diligence review that the other Party, or its Affiliates or agents may have undertaken or
caused to be undertaken at any time.
12. 1. 6. Each of the above representations and warranties contained in this Agreement are true and
correct and shall remain true and correct for the Term.
12. 2. The foregoing warranties are in lieu of all other warranties, and each Party makes no other
representations or warranties to the other, whether express or implied, including any implied
warranties of merchantability, fitness for a particular purpose, or any implied warranty arising
from a course of dealing or performance.
13. INDEMNIFICATION, LIMITATION OF LIABILITY AND CLAIMS PROCEDURE
13. 1. Subject to the provisions of this Agreement, each Party shall indemnify the others for any Loss
actually suffered as a direct result of any breach of any representation or warranty or as a direct
result of any material breach of any obligation pursuant to this Agreement, where such material
breach is directly attributable to the Party liable to indemnify the others.
13. 2. Notwithstanding anything contained in this Agreement, in no event shall either Party be
responsible to the other or the other Partys Affiliates, employees, directors, agents,
representatives or any Person claiming through them for any special, consequential, incidental,
indirect, exemplary or punitive costs, Loss or damages, including by way of loss of profit or
revenues, lost data, cost of capital, cost of substitute goods or services, loss of goodwill,
opportunity costs or any claims of any third Person, even if the other Party has been advised of
the possibility of such costs, Loss or damages.
13. 3. If a claim for indemnification is to be made by an Indemnified Party against an Indemnifying
Party, the Indemnified Party will give written notice to the Indemnifying Party as soon as
practicable after the Indemnified Party becomes aware of any fact, condition or event that may
give rise to indemnification under this Agreement.

Circular No.246-2010-BC-DIT-02 / 17-09-2010

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13. 4. If any lawsuit or enforcement action is filed against the Indemnified Party, written notice thereof
will be given to the Indemnifying Party as promptly as practicable. The failure of the
Indemnified Party to give timely notice hereunder for any purpose will not affect rights to
indemnification hereunder, except to the extent such failure materially and adversely prejudices
the Indemnifying Party.
13. 5. No lawsuit or action will be compromised or settled without the written consent of the
Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.
13. 6. The Indemnified Party will have the right to undertake, at the Indemnifying Party's cost and
expense, the defence, compromise or settlement of the lawsuit or action on behalf of and for the
account and risk of the Indemnifying Party and the Indemnifying Party will, upon request of the
Indemnified Party and subject to the provisions of this Agreement, promptly pay to the
Indemnified Party the amount of any Losses arising directly there from; provided, however, that
the lawsuit or action will not be compromised or settled without the written consent of the
Indemnifying Party, which consent will not be unreasonably withheld, conditioned or delayed.
13. 7. The Indemnified Party will keep the Indemnifying Party reasonably informed as to the progress
of any such defence, compromise or settlement. The Indemnifying Party will be liable for any
settlement of any action effected pursuant to and in accordance with this Agreement and for any
final judgment (subject to any right of appeal) and the Indemnifying Party agrees to indemnify
and hold harmless the Indemnified Party from and against any losses by reason of the settlement
or judgment.
14. FORCE MAJEURE
14. 1. If a Force Majeure Event occurs, the Nonperforming Party is excused from such performance as
is prevented by the Force Majeure Event, but only to the extent prevented.
14. 2. When the Nonperforming Party is able to resume performance of its obligations, it shall
immediately give the other Party written notice to that effect and shall resume performance no
later than two (2) calendar days after the notice is delivered.
14. 3. The relief offered by this Section 14 is the exclusive remedy available to the Nonperforming
Party with respect to a Force Majeure Event.
15. GOVERNING LAW AND JURISDICTION
15. 1. The laws of India govern all matters arising out of or relating to this Agreement, including,
without limitation, its validity, interpretation, construction, performance, and enforcement.
15. 2. In case of any disagreement or dispute relating to any terms and conditions or provisions on any
matter connected with this contract or in regard to the interpretation of the context thereof
mentioned in this contract, the Bank and Merchant Establishment shall make every effort to
resolve amicably by direct informal negotiations.
15. 3. If, after 21 (twenty-one) days from the commencement of informal negotiations, the Bank and
Merchant Establishment have not been able to resolve the dispute amicably, such differences
and disputes shall be referred to the Arbitrators to be appointed by each party, who may in turn
will appoint a third Arbitrator. The findings of the Arbitrators shall be final and binding on both
the parties and shall be governed by the provisions of Arbitration and Conciliation Act, 1996.
The place of Arbitration shall be _________(respective place of SyndicateBank Branch), the
language of Arbitration shall be English and the Courts at _________(respective place of
SyndicateBank Branch) will have jurisdiction.

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15. 4. Notwithstanding anything contained herein above, unless expressly provided to the contrary in
this Agreement, the courts in _________(respective place of SyndicateBank Branch) shall have
exclusive jurisdiction over the Parties and the subject matter of this Agreement.
16. NOTICE
16. 1. Any notice or other communication given or required to be given under or pursuant to this
Agreement shall be in writing and shall be sent by recognised electronic mail, courier or
facsimile, provided that where such notice is sent by electronic mail or facsimile, a confirmation
copy shall be sent by pre-paid registered post or by recognised courier within two (2) working
days of the transmission by electronic mail or facsimile, only at the following address of the
receiving Party, or at such other address as may be notified by the receiving party to the other in
writing, provided such change of address has been notified at least ten days prior to the date on
which such notice has been given under the terms of this Agreement.
The Bank
Attention:
Address:
Phone:
Email:

The Chief Manager/Assistant/Deputy General Manager, Card Centre

4th Floor, Corporate Office, 2nd Cross, Gandhinagar, BANGALORE 560 009
080 2220 1750
dcc@syndicatebank.co.in

Merchant Establishment
Attention:
______________________________
Address:
Phone:
Fax:
Email:
16. 2. Any notices and other communications shall be deemed to have been validly given if handdelivered, then on the next business date after the date of delivery, if sent by recognised courier,
then five (5) working days after the date of posting and if transmitted by electronic mail or
facsimile, then on the next working day after the date of transmission.
17. ASSIGNMENT AND OTHER TRANSFERS
17. 1. The Merchant Establishment may not assign and rights under this Agreement or transfer any
obligations under this Agreement to any other Person, including by way of sale or change of
control, unless it obtains the prior written consent of the Bank.
17. 2. The Bank may assign all or any of their rights and sub-contract or transfer all or any of their
obligations under this Agreement, without any consent of the other Party,
17. 3. Any purported assignment of rights in violation of or contrary to this Section 17 is void.
18. EXTENSIONS AND WAIVERS
18. 1. Either Party may, by written instrument, extend the time for the performance of any of the
obligations or other acts of the other Party and waive any inaccuracies in the other Partys
representations and warranties in this Agreement, and such other Partys performance of any of
the obligations, covenants or undertaking set out in this Agreement.
18. 2. Provided that no forbearance, indulgence, relaxation or inaction by any party at any time to
require the performance of any provision of this Agreement shall in any way affect, diminish, or
prejudice the right of such Party to require the performance of that or any other provision of this
Agreement.

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18. 3. Provided further that no waiver or acquiescence of any breach, or any continuing or subsequent
breach of any provision of this Agreement shall be construed as a waiver of any right under or
arising out of this Agreement or an acquiescence to or recognition of any right or any position
other than that expressly stipulated in the Agreement, unless such waiver is categorically
expressed in writing.
18. 4. In case of any dispute on any interpretation or understanding or clarity, the terms and conditions
referred to in RFP and Purchase Order issued will prevail over.
19. SEVERABILITY
19. 1. If any provision of this Agreement should be or become entirely or partly invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability
of any other provision of this Agreement.
19. 2. The invalid or unenforceable provision, as the case may be, shall be regarded as replaced by
such valid and enforceable provision that as closely as possible reflects the economic purpose
that the Parties hereto had pursued with the invalid or unenforceable provision.
20. FURTHER ASSURANCES
20. 1. Each Party agrees to execute and deliver all further instruments and documents and to perform
all other acts that may be reasonably necessary or expedient to further the purposes of this
Agreement.
20. 2. Each Party will not, directly or indirectly, permit or condone any action or engage in any
omission or inaction that might cause any undertaking or covenant, or any representation or
warranty not to be satisfied or fulfilled, including action or inaction that might cause any
undertaking, covenant, representation or warranty not to be true, correct and accurate during the
Term.
21. RELATIONSHIP BETWEEN THE PARTIES
Nothing in this Agreement shall, or shall be deemed to, constitute a partnership between the
Parties or to constitute either Party as the agent or trustee of the other Party for any purpose.
22. COST OF AGREEMENT
Each party shall bear its own costs and expenses in connection with the preparation, execution
and delivery of this Agreement.
23. AMENDMENT
No amendment of this Agreement shall be effective unless it is in writing and duly executed by all
Parties to this Agreement.
24. WHOLE AGREEMENT AND MUTUAL DRAFTING
24. 1. This Agreement, including the preamble and schedules and the documents referred to in this
Agreement contain all the promises, agreements, conditions and understandings between and
among the Parties with respect to the subject matter of this Agreement, and supersede all prior
or contemporaneous promises, agreements, conditions and understandings, whether oral or
written, with respect to such subject matter.
24. 2. No provision of this Agreement shall be construed against any Party on the ground that it or its
counsel drafted that provision.

Circular No.246-2010-BC-DIT-02 / 17-09-2010

24

INTENDING TO BE BOUND, the Parties have signed this Agreement by their authorized
representatives on the day and year first above written.

______________________
For SyndicateBank (Branch Head)
by
Witness Name & Address:

_______________________
For Merchant Authorised Signatory (Business Name & Seal)
by
Witness Name & Address:

SCHEDULE - 1 : MERCHANT ESTABLISHMENT LOCATIONS

SCHEDULE - 2 : APPLICABLE DISCOUNT RATES

As per the Merchant Enrolment Form submitted by the Merchant, the expected minimum transaction
amount per terminal is __________ (Rupees________________________________________only)
per month and thereby the Merchant Discount Rate (MDR) is fixed as ________%
(____________________ percent) for an initial period of Three (3) Months and will be reviewed every
quarter.
WOX