# MERCHANT AGREEMENT
This Merchant Agreement (hereinafter referred to as the "Agreement") is made and entered into on [DATE] ("Effective Date")
**BETWEEN**
**API NEPAL **, a firm incorporated under the laws of Nepal, having its registered office at Nepal (hereinafter referred to as "API Nepal" or the "Payment Aggregator")
**AND**
The merchant identified in the accompanying Merchant Registration Form (hereinafter referred to as the "Merchant")
**WHEREAS:**
A. API Nepal operates a payment aggregation platform that facilitates electronic payment transactions between merchants and various payment gateway providers.
B. The Merchant wishes to utilize API Nepal's payment processing services for its business operations.
C. The parties wish to enter into this Agreement to set forth the terms and conditions under which API Nepal will provide its services to the Merchant.
**NOW THEREFORE**, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
## 1. DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, unless the context otherwise requires:
"**Applicable Laws**" means all applicable laws, regulations, rules, guidelines, and standards issued by governmental authorities in Nepal.
"**Confidential Information**" means any proprietary or non-public information disclosed by either party in connection with this Agreement.
"**Own Credential Option**" means the service whereby API Nepal directly processes payments without requiring separate Merchant settlement accounts.
"**Payment Gateway Providers**" means third-party service providers authorized to process payment transactions facilitated by API Nepal.
"**Services**" means the payment aggregation, transaction processing, reporting, and related services provided by API Nepal under this Agreement.
## 2. SCOPE OF SERVICES
2.1. **Service Provision**
* API Nepal shall provide the Merchant with access to its payment aggregation platform and related services.
* The Services shall include transaction processing, settlement management, reporting tools, and analytics dashboard access.
2.2. **Own Credential Option**
* Merchants may opt for direct payment processing through API Nepal's Own Credential Option.
* Under this option, API Nepal shall manage all payment processing directly, eliminating the need for separate settlement accounts.
2.3. **Service Limitations**
* API Nepal acts solely as an intermediary facilitator and does not guarantee the performance of Payment Gateway Providers.
* The Company shall not be liable for any delays or failures caused by third-party service providers or financial institutions.
## 3. MERCHANT ELIGIBILITY AND OBLIGATIONS
3.1. **Eligibility Requirements**
* The Merchant must be a legally registered business entity in Nepal.
* The Merchant must possess a valid Permanent Account Number (PAN).
* The Merchant must maintain all necessary licenses and permits required for its business operations.
3.2. **Compliance Obligations**
The Merchant shall:
* Comply with all Applicable Laws, including but not limited to anti-money laundering regulations, tax laws, and consumer protection standards.
* Maintain accurate business records and provide updated information to API Nepal as required.
* Implement appropriate security measures to protect customer data.
* Adhere to payment industry standards and best practices.
3.3. **Prohibited Activities**
The Merchant shall not:
* Process transactions for illegal goods or services
* Engage in fraudulent or deceptive practices
* Violate intellectual property rights
* Use the Services for any purpose not expressly authorized under this Agreement
## 4. FEES AND SETTLEMENT
4.1. **Fee Structure**
* Service fees shall be as specified in Schedule A attached hereto
* The standard onboarding fee of NPR 50,000 is waived until further notice
* API Nepal reserves the right to modify fees with 30 days' prior written notice
4.2. **Settlement Terms**
* For Own Credential Option: Payments processed directly with agreed-upon fees automatically deducted
* For Standard Settlement: Funds transferred to Merchant's designated account within T+2 business days
* All settlements subject to applicable banking regulations and compliance requirements
4.3. **Taxes**
* All fees are exclusive of applicable taxes
* The Merchant shall be responsible for all applicable taxes, duties, and governmental charges
## 5. TERM AND TERMINATION
5.1. **Term**
This Agreement shall commence on the Effective Date and continue unless terminated in accordance with its terms.
5.2. **Termination**
* By Merchant: Upon 30 days' written notice
* By API Nepal: Immediately upon material breach or suspected fraudulent activity
* By Either Party: Upon insolvency or bankruptcy of the other party
5.3. **Post-Termination**
Upon termination:
* All outstanding fees become immediately due
* Access to Services shall be discontinued
* Confidentiality obligations shall survive
* Merchant shall cease using API Nepal's intellectual property
## 6. LIABILITY AND INDEMNIFICATION
6.1. **Limitation of Liability**
* API Nepal's aggregate liability shall not exceed the total fees paid by the Merchant in the preceding three months
* Neither party shall be liable for indirect, consequential, or incidental damages
6.2. **Indemnification**
The Merchant shall indemnify and hold API Nepal harmless from claims arising from:
* Merchant's breach of this Agreement
* Violation of Applicable Laws
* Unauthorized use of the Services
## 7. DATA PROTECTION AND SECURITY
7.1. **Data Protection**
* Both parties shall comply with applicable data protection laws
* Merchant shall obtain necessary consents for data collection and processing
* API Nepal shall implement industry-standard security measures
7.2. **Security Requirements**
The Merchant shall:
* Maintain secure systems and networks
* Protect customer payment information
* Report security incidents promptly
* Comply with security audit requirements
## 8. CONFIDENTIALITY
8.1. Each party shall:
* Maintain the confidentiality of non-public information
* Use Confidential Information solely for purposes of this Agreement
* Implement appropriate safeguards
* Return or destroy Confidential Information upon termination
## 9. GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Agreement shall be governed by and construed in accordance with the laws of Nepal.
9.2. Any dispute shall be resolved through:
* Initial good faith negotiations
* Mediation in Kathmandu
* Binding arbitration under the Arbitration Act of Nepal
## 10. MISCELLANEOUS
10.1. **Amendment**
API Nepal may amend this Agreement with 30 days' prior notice to the Merchant.
10.2. **Assignment**
Neither party may assign this Agreement without the prior written consent of the other party.
10.3. **Severability**
If any provision is held invalid, the remaining provisions shall remain in effect.
10.4. **Force Majeure**
Neither party shall be liable for delays due to circumstances beyond reasonable control.
10.5. **Entire Agreement**
This Agreement constitutes the entire understanding between the parties regarding the subject matter herein.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
**For and on behalf of API Nepal Pvt. Ltd.:**
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Name:
Title:
Date:
**For and on behalf of the Merchant:**
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
Name:
Title:
Date:
**SCHEDULE A: FEE STRUCTURE**
[To be attached separately]
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