UPI Acquiring Services Supplement

1. SCOPE AND INCORPORATION

1.1. Application. This Supplement applies only to Transactions processed using a UPI Card and to GlobePay’s provision of UnionPay International (“UPI”) merchant acquiring services to you (the “UPI Acquiring Services”). It does not apply to any other Payment Services provided under the Agreement.

1.2. Incorporation. This Supplement forms part of, and is incorporated into, the Agreement. Except as expressly modified by this Supplement, all provisions of the Agreement continue to apply to the UPI Acquiring Services.

1.3. Precedence. If there is any conflict between this Supplement and the Agreement in relation to the UPI Acquiring Services, this Supplement shall prevail to the extent of the conflict. In all other respects, the Agreement continues unamended.

2. DEFINITIONS

In this Supplement, the following additional terms apply:

Information Request: a request from us for information, evidence or a copy of a Transaction Receipt in connection with a query or dispute about a UPI Transaction.

Transaction Receipt: the receipt, sales voucher, or other record (paper or electronic) generated at the point of sale or through the Payment Platform that evidences a UPI Transaction, showing the Transaction amount, date, Merchant identification, and (to the extent permitted for display) the Cardholder’s card details.

UPI: UnionPay International Co., Ltd. and its affiliates. UPI is a Card Scheme for the purposes of the Agreement.

UPI Card: a Card bearing the UPI mark and issued by a member of the UPI scheme. A UPI Card is a Card for the purposes of the Agreement.

UPI Marks: the trademarks, logos and acceptance marks of UPI. The UPI Marks form part of the intellectual property referred to in the Agreement.

3. MERCHANT OBLIGATIONS FOR UPI ACQUIRING SERVICES

These obligations are in addition to, and do not replace, your obligations under the Agreement.

3.1. Acceptance. You must accept all UPI Cards properly presented for payment, without discrimination on the basis that a UPI Card is issued overseas or co-branded with a competitor, and you must not impose a surcharge on a UPI Cardholder except as permitted under the Agreement and Applicable Laws.

3.2. Display of marks. You must display the UPI Marks in accordance with GlobePay’s Trademarks Usage Guidelines referred to in the Agreement.

3.3. Website Requirements. Where Transactions are accepted through a website or mobile application, the Merchant must ensure that the website or application accurately identifies the Merchant, clearly describes the goods or services offered, provides appropriate contact details, refund policy and customer service information, and does not contain misleading information likely to increase fraud or customer disputes.

3.4. No unauthorised use or sub-contract. You must not use Transaction Receipts, UPI Marks, or any UPI acceptance device or service (including terminals, payment gateways or QR codes) for any purpose beyond this Supplement and the Agreement, and must not allow any third party to use them. You must not permit, transfer or sub-contract your UPI Card acceptance business to any third party without our prior written consent. You must not allow another business to process Transactions through its Merchant Account without GlobePay’s prior written approval.

3.5. Your own Transaction Receipts only. You must only submit your own Transaction Receipts to us for processing, and must not submit Transaction Receipts belonging to any other Merchant.

3.6. Card data. In addition to your obligations under the Agreement, you must not retain UPI Card account numbers, PINs or other track data other than as strictly necessary to complete a Transaction and as permitted by PCI DSS.

3.7. Retention of records. You must retain Transaction Receipts (paper or electronic) and original records relating to UPI Transactions for at least one year from the date of the relevant Transaction without prejudice to any longer retention period required under the Agreement or Applicable Laws, or such longer period as we notify you is reasonably necessary. You are responsible for any financial loss resulting from your failure to retain, or your loss of, such records.

3.8. Accuracy of business information. You must ensure the information you provide to us about your business activities remains accurate and complete, including for the purposes of classifying your business for payment processing purposes, and must notify us promptly of any change to your business activities that may affect that classification, in addition to your obligations under the Agreement.

3.9. Prohibited practices. Without limiting the Prohibited Business List of the Agreement, you must not: split a single transaction into multiple Transactions to avoid a limit or fee; obtain cash through a false Transaction without genuine delivery of goods or services; process a Transaction for goods or services supplied by a business that has not signed a Merchant Agreement with us; move a terminal or QR code from its registered location without our written permission; allow a third party to use your payment gateway for unauthorised purposes; alter the amount shown on a Transaction Receipt; submit a Transaction after the applicable timeframe permitted under the Agreement or the applicable Card Scheme Rules; obtain additional credit by manipulating a cancellation or reversal transaction type; or engage in any other activity that may reasonably be regarded as transaction laundering, merchant collusion or misuse of the UPI Acquiring Services.

3.10 Notification. Without limiting your notification obligations under the Agreement, where any material change may affect the Merchant’s eligibility to accept UnionPay Cards, the Merchant must notify GlobePay without undue delay. Such changes include, without limitation: (a) material changes to products or services; (b) new sales channels; (c) changes to website or mobile application; (d) changes to fulfilment model; (e) outsourcing of payment acceptance; (f) commencement of cross-border sales into new jurisdictions; (g) any change likely to materially increase fraud or Chargeback risk.

3.11 Card Scheme Compliance. Where changes to Applicable Laws or Card Scheme Rules require GlobePay to amend its operational requirements for UPI Acquiring Services, the Merchant agrees to implement any reasonable changes notified by GlobePay within the timeframe specified in the notice.

3.12 PCI DSS Compliance. You must maintain compliance with the PCI DSS requirements applicable to your business and payment environment, provide evidence of such compliance upon our reasonable request, promptly notify us of any actual or suspected compromise of Cardholder Data, and cooperate fully with any investigation, remediation or forensic review reasonably required by GlobePay, Card Scheme or Applicable Law.

4. FRAUD PREVENTION AND COOPERATION

4.1. General cooperation. You must comply with any authentication, cardholder verification or transaction security requirements that we notify you of from time to time, in addition to your obligations under the Agreement.

4.2. Exceeded fraud or Chargeback levels. Where your fraud rate, Chargeback rate or dispute rate exceeds any threshold reasonably notified by GlobePay including thresholds notified through the Merchant Portal from time to time, or where GlobePay reasonably identifies an elevated fraud risk relating to your UnionPay Transactions, you must, within the timeframe specified by GlobePay: (a) cooperate with GlobePay to investigate the underlying cause; (b) implement reasonable corrective measures requested by GlobePay to reduce the identified risk; (c) provide all information, Transaction Receipts and supporting documentation reasonably requested by GlobePay; (d) implement any additional authentication, transaction verification or fraud prevention measures reasonably required by GlobePay; and (e) promptly notify GlobePay once such corrective measures have been implemented. Failure to comply with this clause may result in GlobePay exercising its rights under clauses 6 (Reserve), 8 (Suspension), 9 (Termination) and 10 (Financial Liability and Cost Recovery).

4.3. Consequence of non-cooperation. If you fail to comply with clause 4.2, we may, without prejudice to our rights under clauses 8 and 9 of this Supplement, treat any resulting Chargeback or fraud loss as a Loss recoverable from you under the Agreement and clause 10 of this Supplement.

4.4. Reporting. You must notify us immediately if you suspect fraud, a compromised terminal, a skimming device, or any unauthorised access to UPI Card or transaction data, in addition to your obligations under the Agreement.

5. DISPUTES, INFORMATION REQUESTS AND CHARGEBACKS

5.1. Your response deadline. You must respond to an Information Request within five (5) Business Days of our request, or such shorter period as we reasonably specify having regard to the applicable UPI card scheme deadlines. Time is of the essence for this clause 5.1.

5.2. Evidence and cooperation. You must provide all information, documents and Transaction Receipts reasonably necessary for us to respond to an Information Request or defend a Chargeback, consistent with the Agreement.

5.3. Chargebacks. Chargeback clauses of the Agreement apply to Chargebacks arising on UPI Transactions. For the avoidance of doubt, the Chargeback Costs recoverable under the Agreement include any fee or cost we incur from UPI in connection with a UPI Chargeback.

5.4. Further dispute resolution. If a Chargeback or Dispute is escalated by UPI to a further stage of resolution, you must cooperate with us in that process, and where you are liable for the underlying Transaction under the Agreement, you must reimburse us for the costs recoverable under clause 10 of this Supplement.

6. RESERVE

6.1. Application. The Reserve provisions in the Agreement (including our rights to establish, determine, adjust, apply, retain, offset and release a Reserve) apply to UPI Transactions and to Chargebacks, Assessments and other liabilities arising in connection with the UPI Acquiring Services. Without limiting the relevant clauses in the Agreement, in determining or reviewing the level, duration or terms of any Reserve applicable to your UPI Transactions, we may take into account matters including your fraud losses, Chargeback and dispute levels, merchant risk rating, and whether you have complied with any measures required under clause 4.2 of this Supplement.

6.2. Reserve amount and terms. Where a Reserve applies, GlobePay will notify you that a Reserve has been established. The applicable Reserve percentage or amount, calculation basis and Reserve period will be displayed in your Merchant Portal and will apply from the effective date specified there.

6.3. Calculation and release. Where the Reserve is calculated as a percentage of Transaction proceeds, the applicable percentage will be applied to the relevant Transaction proceeds processed through the UPI Acquiring Services. Unless otherwise stated in the Merchant Portal, amounts retained as Reserve will be released on a rolling basis following expiry of the applicable Reserve period, subject to GlobePay’s right to retain amounts reasonably required to cover any outstanding or reasonably anticipated Chargebacks, refunds, fraud losses, Assessments, fees or other liabilities.

6.4. Adjustment. GlobePay may adjust the Reserve percentage or amount, calculation basis or Reserve period where reasonably required having regard to your risk profile, transaction activity, fraud, Chargeback or dispute levels, or other relevant risk factors. Any applicable change will be reflected in the Merchant Portal and will take effect from the date specified there.

6.5. Post-termination retention. Following termination of the UPI Acquiring Services, GlobePay may retain any remaining Reserve for the period reasonably required to identify and settle outstanding or anticipated liabilities arising from your UPI Transactions. Any remaining balance will be released once GlobePay reasonably determines that it is no longer required.

7. MONITORING AND AUDIT

7.1. Monitoring. GlobePay may monitor your UnionPay Transactions and your ongoing merchant risk profile for the purposes of fraud prevention, risk management, regulatory compliance and protection of the Acquiring Services. Such monitoring may include, without limitation: (a) transaction volume and transaction patterns; (b) refund, dispute and Chargeback levels; (c) fraud indicators and fraud trends; (d) merchant behaviour and transaction activity; (e) website, application or payment acceptance channel compliance; (f) terminal, payment gateway or QR code usage; and (g) any other information reasonably relevant to assessing operational, financial or regulatory risk.

7.2. Audit and cooperation. Our audit and inspection rights under the Agreement extend to verifying your compliance with this Supplement. If we ask you to cooperate with an audit or investigation carried out by us or by UPI in relation to your UPI Transactions, you must provide reasonable cooperation and access, in addition to your obligations under the Agreement.

8. SUSPENSION

8.1. In addition to the grounds set out in Suspension of the Payment Services clauses of the Agreement, we may suspend some or all of the UPI Acquiring Services (including by delaying settlement of your Funds, suspending your UPI Card acceptance, retrieving acceptance terminals, or requiring a Reserve as an alternative or additional risk mitigation measure) where:

(a) you fail to comply with measures we require under clause 4.2 of this Supplement;

(b) your dispute rate or Chargeback rate exceeds thresholds reasonably determined by GlobePay;

(c) we reasonably suspect any of the practices described in clause 3.9 of this Supplement, or terminal or QR code tampering, skimming, or collusion in fraudulent Transactions; or

(d) UPI directs or requires us to suspend your UPI Card acceptance.

8.2. Notice of Suspension clauses of the Agreement apply to any suspension under this clause 8.

9. TERMINATION

9.1. Discretionary termination. The termination grounds in the Agreement apply equally to the UPI Acquiring Services.

9.2. Immediate termination. Where we confirm, after reasonable investigation, that any of the following has occurred, we may terminate your UPI Card acceptance with immediate effect, and we may notify UPI and other card scheme participants of the termination and the reasons for it:

(a) you applied for UPI Card acceptance using false information;

(b) you installed or permitted a skimming device, or dealt with counterfeit card manufacture;

(c) you disclosed UPI Card account or transaction information in breach of clause 3.6 of this Supplement;

(d) you engaged in a practice described in clause 3.9 of this Supplement;

(e) you claimed bankruptcy after accepting advance payments by UPI Card in circumstances causing us to bear Chargeback losses;

(f) you submitted false or fabricated Transactions;

(g) your actual business activities are materially inconsistent with the business scope you disclosed to us under clause 3.8 of this Supplement;

(h) you are on record with, or under investigation by, a judicial or regulatory authority in connection with card fraud or illegal business activity;

(i) UPI has directed us in writing to terminate your UPI Card acceptance;

(j) you knowingly facilitated or colluded in fraudulent Transactions;

(k) you provided banking or payment facilities used to conceal the proceeds of crime;

(l) you accepted UPI Cards for gambling or any other prohibited business Transactions not permitted under Applicable Laws or UPI card scheme; or

(m) you misused UPI acceptance devices or services in breach of clause 3.4 of this Supplement.

9.3. Your cooperation. You must provide us with all information we reasonably require in connection with a termination under clause 9.2, and this obligation survives termination.

9.4. Consequences of termination. Consequences of Termination clauses in the Agreement (Consequences of Termination) apply to termination of the UPI Acquiring Services.

10. FINANCIAL LIABILITY AND COST RECOVERY

10.1. GlobePay’s own costs. As between you and us, we bear our own costs of participating in the UPI scheme as our ordinary cost of providing the UPI Acquiring Services, except to the extent a cost, fee or assessment is directly caused by, or attributable to, your Transactions, conduct, or breach of this Supplement or the Agreement, in which case clause 10.2 applies.

10.2. Recoverable costs. In accordance with the Agreement, we may recover from you our actual, reasonably incurred costs, legal costs, fees, fines and assessments that we incur as a direct result of your UPI Transactions, conduct, or breach of this Supplement or the Agreement, including costs charged to us by UPI in connection with a dispute, an investigation, or your failure to comply with this Supplement.

10.3. No fixed fee schedule. This clause 10 entitles us to recover our actual, reasonably incurred costs only. It does not create, and should not be read as incorporating, any fixed fee schedule.

10.4. Deduction and set-off. The Agreement (deduction from Funds; Set Off) applies to amounts recoverable under this clause 10.

11. GENERAL

11.1. This Supplement forms part of, and must be read together with, the Agreement.

11.2. Except as expressly modified by this Supplement, the general provisions of the Agreement (including limitation of liability, confidentiality, data protection, notices, and governing law and jurisdiction) apply to this Supplement.

11.3. This Supplement is governed by English law and is subject to the same governing law and jurisdiction provisions as the Agreement.