footerlogo

 

Merchant (Outlet) Terms & Conditions of Services for Merchants

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. By registering at Our Site as a Merchant and using the Services, You shall be contracting with Hip Bar Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at Old No 4, New No 7, Crescent Avenue, Kesavaperumalpuram, Chennai 600028. You agree to be bound by the Terms & Conditions and all policies and guidelines of the Site are herein incorporated by reference.

 

  1. 1. Definitions.


All of the defined and capitalized terms in these T&Cs will have the meaning assigned to them here below:

 

Act” means the Payment and Settlement Systems Act, 2007 and any amendment, modification or re-enactment of the same, or any other succeeding enactment for the time being in force;

 

Applicable Laws” shall mean and include all applicable statutes, enactments, acts of legislature or the Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, board, or a court, in force at the relevant time in India;

 

Application” shall mean “Hip Bar” (hereinafter referred to as the which acts as an electronic platform which partners with liquor/alcoholic beverage manufacturers and distributors, to showcase their products on the platform for Customers (as defined hereinafter) in the form of an intermediary/ service provider of providing payment solutions, payment support services and technology solutions

 

Banned Goods” shall have the meaning ascribed to it in Schedule I of this Agreement;

 

Customer” means a person who has registered with Hip Bar Wallet or Other Mobile Wallet and/or is the holder of Hip Bar Wallet or Other Mobile Wallets in an internet compatible device inter-alia mobile phone, tablet and phablet that supports the Hip Bar Wallet or Other Mobile Wallet;

 

Deductions” shall have the meaning ascribed to it in Clause 9.2.3 of this Agreement;

 

ECS” Electronic Clearance Service;

 

Hip Bar” means Hip Bar Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at Old No 4, New No 7, Crescent Avenue, Kesavaperumalpuram, Chennai 600028. Hip Bar is an authorized payment and settlement systems operator under the provisions of the Act and has been granted approval by the RBI to issue co-branded instrument;

 

Hip Bar Wallet” means a pre-paid instrument issued by Hip Bar;

 

Hip Bar POS” means the device provided to the Merchant by Hip Bar bundled with the authentication software for carrying out Transactions;

 

Hip Bar POS User Manual” means the manual containing instructions as to how to utilize Hip Bar POS”;

 

Intellectual Property Rights” shall have the meaning ascribed to it Clause 7.1 of this Agreement;

 

KYC Norms” shall have the meaning ascribed to it Clause 4.9.2 of this Agreement;

 

Merchant” shall mean and include an, organization or any entity holding a valid license to promote and sell the Product and that accepts payment for their Products from Customers through Hip Bar Wallet or Other Mobile Wallet and has executed a Business Partnership Agreement with Hip Bar;

 

Merchant Account” refers to the account created by Merchant on the Site;

 

Business Partnership Agreement” shall mean the bipartite agreement executed by and between Hip Bar and You, in which You have been designated as a Merchant;

 

“Non-Working Days” shall have the meaning ascribed to it Clause 6.1 of this Agreement;

 

Other Mobile Wallet” refers to a pre-paid instrument authorized by RBI and having entered into an arrangement with Hip Bar for making payments to Merchant;

 

RBI” shall mean the Reserve Bank of India;

 

RBI Regulations” means the Act and regulations made thereunder, the Issuance and Operation of Pre-paid Instruments in India (RBI) Directions, 2009 and any notifications, master circulars, instructions or guidelines issued and updated by the RBI from time to time, in relation to the same;

 

Refund Request” shall have the meaning ascribed to it Clause 10.1 of this Agreement;

 

Registration Data” shall have the meaning ascribed to it Clause 4.1 of this Agreement;

 

Services” means the facilitation of payments to the Merchant for the products availed by the Customer through Hip Bar Wallet or Other Mobile Wallet and enabling of receipt of such payments by the Merchant;

 

Site” shall mean www.hipbar.com, HIPBAR mobile application and such other websites and mobile applications as developed by Hip Bar from time to time;

 

Suspect Charge” shall have the meaning ascribed to it Clause 9.6 of this Agreement;

 

TDR” shall have the meaning ascribed to it Clause 9.1 of this Agreement;

 

Terms and Conditions of Service” or ” T&Cs” shall mean these terms and conditions which are available at the Site for the use of Services;

 

Transaction” shall have the meaning ascribed in Schedule 3 of this Agreement;

 

We“, “Our” or “Us” refers to Hip Bar; and

 

You“, “Your or “Yourself” shall mean reference to Merchant or his representative.

 

  1. 2. Interpretation.


2.1. Any reference to the singular includes a reference to the plural and vice versa, unless explicitly provided for otherwise; and any reference to the masculine includes a reference to the feminine and vice versa and the word “include” should be construed as “without limitation”.

 

2.2. Headings and captions are used for convenience only and do not define limit or affect the meaning or interpretation of these T&Cs.

 

2.3. Any reference to a natural person will, unless repugnant to the context, include his heirs, executors and permitted assigns. Similarly, any reference to a juristic person such as Hip Bar, unless repugnant to the context, include its affiliates, successors and permitted assigns.

 

2.4. Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.

 

  1. 3. Eligibility.


3.1. You will not be eligible to be registered as a Merchant unless:

 

3.1.1. You have attained at least 18 (eighteen) years of age;

 

3.1.2. You are a company registered under the Companies Act, 1956 or 2013 / you are a partnership firm formed in accordance with the Partnership Act, 1932 / you are a Limited Liability Partnership formed under the Limited Liability Partnership Act, 2008 / Proprietorship / Hindu Divided Family / Individual and possess the requisite licenses from the government which are necessary for operation and sale of the Product.

 

3.1.3. You can lawfully enter into and execute contracts under Applicable Laws and have all requisite right, power and authority to perform Your obligations as a Merchant;

 

3.1.4. You do not provide any of the goods and services listed in Schedule I, which are banned under Applicable Laws (“Banned Goods”) and as may be updated from time to time;

 

3.1.5. You provide goods and services within India;

 

3.1.6. You receive payments in Indian Rupees;

 

3.1.7. You shall at all times be compliant with all central, local and state laws, rules, and regulations as shall be applicable on You;

 

3.1.8. You are licensed to sell alcoholic beverages and such license is valid during the term of this terms and conditions and the Business Partnership Agreement.

 

3.2. You may apply or continue to be a Merchant only as long as You satisfy the criteria provided in 3.1.1 to 3.1.8. We reserve the right to terminate the Merchant Account at any time if We have reason to believe that a Merchant Account is being used by a person who is not eligible.

 

3.3. We rely completely on Your representation that You are eligible and We will bear no responsibility if You or anyone who uses Your Merchant Account or Hip Bar Wallet is found to not be eligible.

 

3.4. You further represent and confirm that you are not a person debarred from using the Hip Bar Site and/or receiving the Hip Bar Services under the laws of India or other applicable laws.

 

  1. 4. Registration as Merchant.


4.1 To register as a Merchant, You must provide Your name, valid and functional e-mail address and phone number (“Registration Data”).

 

4.2 You represent that the Registration Data provided by You is accurate, correct, current and true at the time of registration and shall remain accurate, correct and true at all points of time thereafter. We shall bear no liability for false, old or incorrect Registration Data provided by You. Further, You shall indemnify Us against all damages, liabilities, costs and expenses that may be suffered or incurred by Us as a consequence of false or inaccurate or incorrect information provided to Us by You. If You are aware of a change in information provided to Us as part of Your Registration Date, You are to promptly inform Us of such change.

 

4.3 You are only permitted to apply and enroll, if you represent a legitimate business and have the authority to enter into this Agreement on behalf of the business. You represent and warrant that you are duly authorized by the business entity to accept this Agreement and have the authority to bind such business entity. You further represent and warrant that the business entity has all the requisite consents, approvals, certificates, agreements, registrations and licences in accordance with the laws, regulations, rules and guidelines in force in India from time to time.

 

4.4 You must provide accurate and complete information in response to our questions. You must complete this and other processes to access any funds that you accept through the Services. You must also keep the information that you provide up-to-date. We reserve the right to suspend or terminate your Hip Bar Account in event that you provide inaccurate, untrue, or incomplete information, or fail to comply with the account registration requirements.

 

4.5 You must choose a reasonably descriptive user name that clearly identifies You. This name will appear on the account statement. If a Transaction dispute results from your failure to use reasonably descriptive user name, you agree to indemnify Hip Bar for any costs stemming from such dispute. As a part of the Hip Bar registration process, you will create a password for Merchant Account. You shall be solely responsible for maintaining the confidentiality of Your ID and Password and You shall be responsible for all activities that occur under Your ID and Password. We shall not be liable for any claims, damages, liabilities, costs and expenses that may be suffered or incurred by You as a consequence of unauthorized use of Your account.

 

4.6 You hereby expressly consent to receive communications from Us through Your registered phone number and/or e-mail id.

 

4.7 You hereby represent that you have a valid and subsisting right, authority and capacity to enter into these Terms and Conditions and to abide by all of the terms and conditions herein;

 

4.8 You are not impersonating any person or entity or falsely stating or otherwise misrepresenting identity, age or affiliation with any person or entity.

 

4.9 By registering for a Merchant Account, You agree to the following:

 

4.9.1 To receive communication, queries and documents from Us for the purposes of negotiating and executing the Business Partnership Agreement;

 

4.9.2 To provide information that We have a legal duty to request from a Merchant on account of the Know Your Customer norms (“KYC Norms”) prescribed under RBI Regulations; and

 

4.9.3 You agree to undertake due diligence and update Yourself on RBI Regulations and other Applicable Laws that may have implications on Your liability as a Merchant.

 

4.9.4 You agree to immediately notify Hip Bar of any unauthorized use of your password or the Merchant Account or any other breach of security.

 

4.9.6 You agree to ensure that you exit from your Merchant Account at the end of each session. Hip Bar cannot and will not be liable for any loss, damage or other liability arising from your failure to comply with this Clause or from any unauthorized access to or use of the Merchant Account.

 

4.10 Upon execution of the Business Partnership Agreement, You will become a Merchant and will be entitled to Services subject to these T&Cs and the Business Partnership Agreement.

 

4.11 In the event of any inconsistency or conflict between these T&Cs and the provisions of Business Partnership Agreement, the provisions of the T&Cs will prevail to the extent of the inconsistency or conflict.

 

  1. 5. Obligations of the Merchant


5.1 You agree and understand that Hip Bar and the Site provide certain services to its Customers and registered users and persons browsing/visiting the Site. All goods offered and the contents therein are listed by Hip Bar and third party users. Hip Bar has no control and is not responsible over the third party user generated contents.

 

5.2 You shall not attempt to gain unauthorized access to any portion or feature of the Site, other systems, networks connected to the Site, server, computer, network, or the services offered on or through the Site by hacking, password ‘mining’, or any other illegitimate means. Any exhibition messages that lead, prompt or encourage the Customers to leave the Site are prohibited.

 

5.3 You shall not include hyperlinks within any confirmation email messages generated by the Merchant intended to divert the Customers away from the Site.

 

5.4 You shall not probe, scan or test the vulnerability of the Site or any network connected to the Site or breach the security, authentication measures on the Site or any network connected to the Site. You shall not reverse look-up, trace or seek to trace information on any other user of or visitor to Site (including any account on the Site that is not owned by You) or to its source or exploit the Site, any service, information made available, or offered by or through the Site in any way where the purpose is to reveal any information (including but not limited to personal identification or information other than its own information) provided by the Site.

 

5.4 You shall not make any negative, denigrating, or defamatory statement(s)/comment(s) about Hip Bar, the brand name or domain name used by Hip Bar or otherwise engage in any conduct or action that might tarnish the image or reputation of Hip Bar or otherwise tarnish or dilute any trade mark, service marks, trade name and/or goodwill associated with such trade, service marks or trade name as may be owned or used by Hip Bar.  You shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site and /or Hip Bar’s systems, networks, or any systems or networks connected to Hip Bar.

 

5.5 You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, any Transaction being conducted on the Site or any other person’s use of the Site.

 

5.6 You shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message sent to Hip Bar on or through the Site, or any service offered on or through the Site. You shall not pretend to be or represent someone else or impersonate any other individual or entity.

 

5.7 You shall not use the Site or any content for any purpose that is unlawful or prohibited by the T&Cs or to solicit the performance of any illegal activity or other activity which infringes the rights of Hip Bar or others.

 

5.8 You agree that from time to time it shall be Your responsibility to provide information relating to the Product proposed to be sold by You. In this connection, You undertake that all such information shall be accurate in all respects. You shall not exaggerate or over emphasize the attributes of the Product.

 

5.9 The procedure for authentication for a Transaction of this nature shall be as set out in Schedule 3. If You are not functioning on a particular day of the week or if operations have been stalled due to unforeseen circumstances, Hip Bar is to be given a notice of 24 hours prior to such an event.

 

5.10 You shall not transmit any chain letters or unsolicited commercial or junk email to other users via the Site. It shall be a violation of the Agreement and the T&Cs to use any information obtained from the Site in order to harass, abuse, or harm others or contact, advertise and sell to or solicit persons other than those who have chosen to buy from the Merchant. In order to protect Our users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails, which You may send to other users in any 24-hour period, which We deem appropriate at our sole discretion. All communications shall be courteous and relevant.  You understand that Hip Bar has the right at all times to disclose any information (including the identity of the persons who have provided information or material on the Site) as necessary to satisfy any law, regulation, or valid governmental request. This may include, without limitation, disclosure of the information in connection with the investigation of an alleged illegal activity or its solicitation and/or response to a lawful court order or subpoena.

In addition, Hip Bar can (and You hereby expressly authorize Hip Bar to) disclose any information about You to law enforcement or other government officials, as We, at Our sole discretion, deem necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. You agree to provide any and all such information as required by law enforcement or government officials, if and when necessary and Hip Bar shall not be responsible for any default on your part in this respect. Hip Bar reserves the right, but have no obligation, to monitor the material posted on the Site. Hip Bar shall have the right, at its sole discretion, to remove or edit any content that violates or is alleged to violate any applicable law or either the spirit or letter of this Agreement.


Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIAL YOU POST ON THE SITE AND IN YOUR PRIVATE MESSAGES. Please be advised that such content posted does not reflect Hip Bar’s views. In no event shall Hip Bar assume or have any responsibility or liability for any content posted on the Site or claims, damages, or losses resulting from its use and/or appearance of it on the Site. You hereby represent and warrant that You have necessary rights to all the content You provide and all information on the Site and that such content shall not infringe any proprietary or other rights of third parties or contain any misleading, libelous, tortious, or otherwise unlawful information.

5.11 You hereby agree that You shall honour the terms of any offer agreed upon between Hip Bar and You or Hip Bar, You and a third party advertiser and accept payments made for the same by the Customer through the Hip Bar Wallet or Other Mobile Wallet

 

5.12 You shall not include any brand names or company logos in Your listings other than the specific brand name as agreed in writing by the Parties, under a particular listing.

 

5.13 It is possible that other users (including unauthorized persons or ‘hackers’) may post or transmit offensive or obscene material on the Site and that You may be involuntarily exposed to such material. We do not approve of such unauthorized uses and shall not be responsible for the use of any information that You publicly disclose or share with third parties on the Site. Further, You on becoming aware of any such offensive or obscene material on the Site shall immediately take appropriate measures to prevent any loss, damage, or disrepute to the Company or the Customer and inform the Company about the same without any delay.

 

5.13 In the event that You decide to promote Hip Bar on your Your website or provide for a linking of Your website to the aforementioned URL, You are required to obtain Our consent prior to the happening of such event. Any and all offers on your website in relation to Hip Bar shall require Our prior consent.

 

5.13 Use of Hip Bar POS:

 

5.135.14 Use of Hip Bar POS:

 

5.14.1 All Transactions are to be completed exclusively through Hip Bar POS;

 

5.14.2 The Hip Bar POS device is the sole property of Hip Bar and shall at all times remain at Your designated address;

 

5.14.3 The Hip Bar POS device is to be returned on termination of the Business Partnership Agreement and You shall at that time reimburse Hip Bar for any damage to the device of or loss of the device itself;

 

5.14.4 In the event that the Hip Bar POS device is not functioning properly for any reason not attributable to You then the Company shall replace the device upon intimation by You and inspection of the device to confirm the same.

 

5.14.5 The Hip Bar POS device shall be kept operational and working at all times during the working hours of Your establishment.

 

5.14.6 You shall perform an accurate stock inventory every day and update the same on Hip Bar POS.

 

5.15 You shall verify KYC of eligible customers and verify the original documents of the Customer asking for Level 2 verification. In the said scenario You shall verify the documents loaded by the Customer against the original documents produced by him in front of Your authorised person, and shall not allow to redeem more than Rs. 10,000 for level 1 customers.

 

5.16. You understand and agree that any and all decisions taken by the authorized person of Hip Bar with respect to the functioning of the Application, offer on the Products and general operation of the Services shall be binding upon You. Any non-compliance in this regard shall result in the termination of this Agreement and the Business Partnership Agreement. Prior to such termination, a notice shall be provided to You by Us and You shall be given an opportunity to rectify the default within 7 days from the date of receiving notice.

 

5.17. Any non-compliance of Your rules and regulation at your premises by the Customers shall be handled by You and the Customer. Hip Bar shall not in any way be involved and the same shall be resolved between You and the Customer. Subject to guidelines/notifications issued by RBI from time to time these limitations may be reviewed and modified at the discretion of Hip Bar Wallet.

 

5.18. You shall collect, verify, audit and maintain correct and updated Customer information as a continuous process and Hip Bar reserves the right, at any time, to take steps necessary to ensure compliance with all relevant and applicable KYC requirements. Further, Hip Bar reserves the right to discontinue Services/ reject applications for Hip Bar Wallet at anytime if there are discrepancies in information and/or documentation provided by you.

 

5.19. All commercial/contractual terms such as selling price of the Product and other details are bipartite contracts between the Customer and You. Hip Bar and/or the Site are in the role of intermediaries/service provider in all such Transactions. The payment facility is merely used by the Customer and You to facilitate completion of the Transaction. Use of the electronic payment facility method shall not render Hip Bar liable for any reason whatsoever.

 

5.20. You shall create and maintain all records of all the Products listed on the Site and also for those purchased by the Customers through the Site, inter-alia all taxes, returns and refunds as may be required for various purposes including regulatory compliances and for the Site’s Customer service purposes.

 

5.21. Customers will have the option of providing Product reviews and rating of Merchants from whom they have purchased the Products using the Site. Hip Bar has the right (but not the obligation) to publish all such ratings and information received from the Customer regarding the Product/Merchant on the Site. Hip Bar is not obliged to monitor or modify any such ratings or reviews. You confirm that you will not indulge in any unethical activity to manipulate, directly or indirectly, the information that can affect your rating. You further acknowledge that such ratings and reviews are the opinions of Customer and Hip Bar is not responsible for such ratings and reviews.

 

5.22. You agree that Hip Bar takes no responsibility and assumes no liability for any content posted, stored or uploaded by You, Customer or any third party, or for any loss or damage thereto, nor is Hip Bar liable for any mistakes, defamation, slander, feedback, libel, omissions, falsehoods, obscenity, you may encounter. Hip Bar is not liable for any statements, representations or content provided by its users in any public forum, personal home page or other interactive area.

 

5.23 You understand and agree that the Product availability on the Application shall be updated on a periodical basis.

 

  1. 6. Non-Working Days


6.1. Hip Bar is reliant on third parties such as banks to deliver timely Services. Since Hip Bar cannot control the actions of such third parties, Hip Bar will not be responsible to render Services or process payments or refunds on the following days (“Non-Working Days“):

 

6.1.1.   days which are declared as holidays by the RBI, or any other day which is declared a holiday by Us.

 

6.1.2  day/days on which certain entities selling the Product are not operational or functioning.

 

6.1.3     day/days which are specific days when the sale of the Product is not permitted.

 

6.1.4     days on which a Force Majeure event occurs.

 

6.1.5. days including Saturdays and Sundays and days which are declared as bandhs or festivals in any State or Union Territory in India. We will continue to render Services which do not involve that particular State or Union Territory in which a bandh or festival has been declared on that day.

 

  1. 7. Right to use logos


7.1. Nothing contained in these T&Cs constitutes a license in Your favour to use name, trademarks, service marks, copyright, patent, trade secret,  logos , any other marks and/or any other proprietary rights, owned by Hip Bar and by the brand partner that may be reflected on the Site (“Intellectual Property Rights/IPR “). Any use by You of IPR will be only with the prior written permission respectively from Us and.in case of usage of brand name with the prior written permission from brand partner. If the usage of the IPR of Hip Bar and/or brand partner without prior written permission, it shall also constitute trademark infringement and could expose Merchant to legal liability.

 

7.2. You acknowledge that We are the sole and exclusive owner of Our respective IPR’s and agree that You will not contest the ownership of the said IPR’s for any reason whatsoever.

 

7.3. With the prior consent in writing of Hip Bar and on certified registration with Hip Bar, You shall display the name and logo of Hip Bar at Your outlet to promote the Application and the availability of the Product. You agree that Hip Bar may at any time, immediately and without advance notice prohibit you from using any of the marks for any reason.

 

  1. 8. Prohibition against offer of Banned Goods/Services.


8.1. If We have any reason to believe that You are offering any Banned Goods i.e. goods/services for sale to Customer, We reserve Our right to terminate the Business Partnership Agreement.

 

8.2. You shall not attempt to offer or make available for any Products falling in the category of Banned Goods list on this Site. Hip Bar shall be entitled to block or disable access of all such products and shall also have the right to suspend or terminate Your access to the Site or terminate this Agreement forthwith. You agree and acknowledge that Hip Bar is not under any obligation or duty to verify or monitor any listing or content You provide or make available on the Site. You shall be the originator of all such listings or content and all the data and information contained therein, and Hip Bar shall be an intermediary for the purpose of such listings or content and all the data and information contained therein.

 

8.3. We rely on Your representation that You do not and will not offer Banned Goods to the Customer.

 

8.4. We rely on your representation that the products provided are 100% genuine, un-tampered with, and not expired Products.

 

8.5. Hip Bar reserves the right to demand any document related to Products listed by You including documents required for the verification of such Product(s).

 

8.6. You agree and acknowledge that offer, actual sale of illegal, infringing, fake, duplicate, selling expired products or products meant “not for sale” through the Site is prohibited and inter alia will cause great prejudice and harm to the reputation and goodwill of Hip Bar, and may also cause harm and prejudice to the Customers and You shall not engage or attempt to engage in such activities. Further, if Hip Bar receives any complaint from any Customers, or any third party or if You are found offering, making available or offering for sale, using selling, infringing, fake, duplicate, or products meant “not for sale” or attempting to undertake the above through the Site, then, without prejudice to Hip Bar’s other rights and remedies, You shall be liable to pay such amount to Hip Bar in accordance with Hip Bar policies. You agree that this liability will not be treated as penalty and Hip Bar shall have all other legal rights and remedies under this Agreement and Applicable Laws.

 

8.7. You shall not submit any incorrect, incomplete, misleading or fake documents like invoices, brand authorisation certificate or any other document called for by Hip Bar, or re-register with another name in the event of getting delisting from the Site.

 

  1. 9. Charges and Settlement of Accounts.


9.1. The details of charges levied by Hip Bar, including the transaction discount rate (“TDR”) will be as provided in Schedule 2 below. All charges shall be settled between Hip Bar and You every 7 days  post reconciliation of accounts.

 

9.2. By registering for or using the Services, You authorize Hip Bar to make deductions from the amounts due and payable to You under the Business Partnership Agreement, which includes the following

9.2.1. TDR;

 

9.2.2. service tax and other applicable taxes,

 

9.2.3. refund(s), chargebacks, and any other amounts due and payable by You to Us in terms of the T&Cs and the Business Partnership Agreement. (deductions specified under sub paragraph 9.2.1, 9.2.2 and 9.2.3 shall be collectively referred to as “Deductions”)

 

9.3. Any payments made to You will always be subject to applicable taxes and Deductions from time to time.

 

9.4. You agree and undertake to execute all authorizations and writings, as may be required by Hip Bar from time to time to make the Deductions.

 

9.5. You agree and acknowledge that any payment made to You is without prejudice to any claims or rights that We may have against You and such payments will not constitute any admission by Us as to the performance by You of Your obligations under these T&Cs and the Business Partnership Agreement.

 

9.6. Notwithstanding anything contained in these T&Cs and/or the Business Partnership Agreement, where Hip Bar has reason to believe that any charges/debits have been fraudulently incurred (“Suspect Charge“), Hip Bar will always be entitled to deduct an amount equivalent to Suspect Charge from the amount payable to You.

 

9.7. If after due inquiry and investigation by Us, We determine that the charge/debit is a valid charge and not a Suspect Charge, Hip Bar will release the withheld payment.

 

9.8. If We determine after due inquiry and investigation that any Suspect Charge is not a valid charge at all, Hip Bar will not release the withheld payment and will transfer the same to Hip Bar Wallet or Other Mobile Wallet of the Customer in question.

 

9.9. We will communicate to You if any penalty interest is payable by You to Us for the Suspect Charge or any other payments withheld under the provisions of these T&Cs and the Business Partnership Agreement.

 

9.10. We shall send You a regular statement of accounts on a weekly basis prior to settlement. You agree that any adhoc requests for statement of accounts (i.e. other than the weekly statements) will be provided subject to charges as prescribed in Schedule 2 hereto.

 

9.11. The making of payments by Hip Bar to You under these T&Cs, due to Hip Bar being unable to exercise set-offs against amounts due to Hip Bar, if any, will not constitute a waiver of Hip Bar rights to recover amounts payable by You to Hip Bar. Hip Bar reserves the right to seek indemnities from You for losses suffered by Hip Bar under any heads of claims permissible under applicable laws or for any reason, such as:

 

  1. Any Transaction is for any reason unlawful or unenforceable;
  2. Any information presented electronically to Hip Bar in respect of the Transaction is not received in accordance with Hip Bar requirements as specified from time to time;
  3. Any Transaction made outside the territory authorized for the use of such instrument;
  4. Any Transaction that is posted more than once to cardholder’s account;
  5. Where the Transaction amount exceeds the limits prescribed by Hip Bar or RBI from time to time, for any legal or regulatory reasons.

We reserve the right to discontinue the Service on any of these grounds and recover such amounts from You and to be indemnified in relation to any losses in connection thereto.

 

  1. 10. Refunds and Chargebacks.


10.1. If You receive a request from a Customer for refund or cancellation of payment (“Refund Request”) in relation to a Transaction, You shall promptly notify Us about such Refund Request and process the same.

 

10.2 You will not be entitled to make refunds or cancellations to any Customer through any method other than specified by Hip Bar, and if You deal directly with the Customer or attempt to make a refund in any manner other than as specified by Hip Bar, it will constitute a breach of these T&Cs, entitling Hip Bar to terminate the same.

 

10.3. In any event, Hip Bar reserves the right to either deduct the Refund Amount from the amount payable to You and/or claim a refund from You.

 

10.4. If You and the Customer are unable to arrive at a satisfactory resolution of a problem within a period of 14 (fourteen) days thereafter, We shall be entitled to make a direct credit to the disputing Customer‘s Hip Bar Wallet or Other Mobile Wallet for the disputed amount. Such a deduction from the amount payable to You and the direct credit to the disputing Customer‘s account shall not be disputed by You in any manner whatsoever.

 

10.5. In the event of the Customer and the Merchant arrive at a settlement within the said 14 (fourteen) day period, Hip Bar shall deal with the said moneys in accordance with the terms of the settlement arrived at, if such settlement is approved by Hip Bar.

 

10.6. If at any time the amount due to You under the Business Partnership Agreement is not sufficient to adjust the refund amount, then Hip Bar reserves the right to:

 

10.6.1. deduct the amount from the subsequent payment to You;

 

10.6.2. deduct the amount from security deposit; and

 

10.6.3. claim from You the amount credited in the Customer’s Hip Bar Wallet or Other Mobile Wallet along with the interest applicable as per standard bank rates in India.

 

10.7. You will make provisions at the earliest for the amount payable to Hip Bar under the T&Cs or the Business Partnership Agreement. If You fail to pay the amount within 15 (Fifteen) from the date it is due for payment, You will be liable to pay interest as per standard bank rates in India.

 

10.8. Please note that this paragraph 10.8 is conditional and will apply only if deemed fit by Us. We may require You to provide an Electronic Clearance Service (“ECS“) mandate to Hip Bar in such form and manner as decided by Hip Bar. In case of a dispute by a Customer or chargeback, We will provide an opportunity to dispute the claim, however, Our decision in this regard will be final and binding on You. You agree that if the amount is not paid, We will have the right to execute the ECS mandate to recover the same from  Your bank account.

 

10.9. You will not be entitled to make cash refunds or cancellations or to deal directly with the Customer. If You make or attempt to make a refund in connection with the Transaction, in any manner other than through Us, it will constitute a breach of these T&Cs and the Business Partnership Agreement and in such an event We may have a right to terminate the Business Partnership Agreement.

 

10.10. All chargeback requests received by Hip Bar from payment gateways for Merchant orders will be communicated to You and You will have the ability to dispute the chargeback by providing proof of delivery within 5(Five) days from the date of communication. However, Hip Bar will have the right to deduct the chargeback amount from Hip Bar daily settlements vis-à-vis You, as and when such amount is deducted by the payment gateway.

 

10.11. We will not be liable to You or the Customer in connection with any matters pertaining to the validity of refund or cancellation requests, and will act in accordance with the directions subject to compliance with this Clause 10.

 

  1. 11. Specific Obligations


11.1. Any attempt to divert the Customers to another site is prohibited. Any advertisements or marketing messages that lead, prompt or encourage the Customers to leave the Site are prohibited.

You shall not:

 

11.1.1 Include hyperlinks or URLs within any confirmation email messages generated by You intended to divert the Customers away from the Site.

 

11.1.2 Use an inaccurate business name. Business name used by You shall be Your accurate identity and shall not be misleading. You shall ensure that You have the right to use the business name and the name, trademark or logo does not infringe the intellectual property rights of any third party.

 

11.1.3 Communicate in any way with the Customers except during completion of the Transaction.

 

11.1.4 Register multiple accounts for the same business entity. If You have a legitimate business need for a second account, You shall make an application for the same to Us. Based on various standards, including but not limited to, good standing account with excellent Customer relationship, We may, at Our sole discretion, approve the registration of the second account.

 

11.1.5 Under any circumstances treat Hip Bar Customers in a less favourable manner than your existing customers. Any information of such treatment shall be cause for termination of the Business Partnership Agreement by Hip Bar.

 

11.1.6 Under any circumstances sell / provide the Products to underage persons as per the laws of the state in which the Merchant establishment is situated. It shall be Your  responsibility to verify the age of the Customer by requesting for a valid identification proof at each time of completion of the Transaction.

 

11.1.7 Under any circumstances convert a Hip Bar Transaction into any other mode of transaction such as cash or card based transaction.

 

11.1.8 Under any circumstances substitute an order placed through Hip Bar with another product of similar price or composition. Even in the event that the Product ordered by the Customer is not available or the Customer requires a change at the time of pick up / completion of the Transaction,  a new order needs to be placed by the Customer through the Site.

 

11.1.9 Tamper with any packed merchandise that has been specifically designed by a brand as part of their offer activities or specifically for Hip Bar.

 

11.2 In the event that You have indicated that this establishment is open and working on a particular day, You shall ensure that it is open and working on all such days for the servicing of Hip Bar Customers.

 

11.3 Any and all complaints received by Hip Bar from a Customer regarding the service, treatment or provision of the Product shall be directed to You and You are required to resolve the same directly with the Customer. Hip Bar shall not entertain disputes of any nature with the Customer and the same shall be taken up and resolved by You within 7(seven) days.

 

11.4.  You shall be solely responsible for making and delivering on any representations or warranties with respect to the quality and genuineness of the Product to the Customer,

 

  1. 12. Revision of T&Cs


We reserve the right to change any of the T&Cs or any policies or guidelines governing the Site or Services, at any time and at Our sole discretion. Any changes will be effective upon posting of the revisions on the Site. You agree to review the Site frequently to notify yourself of such changes. You understand and agree that you shall be bound by all changes, if any, regardless of whether you actually receive a notification for the same. Your continued use of the Service will be deemed to be an unconditional acceptance of the revised T&Cs.

 

  1. 13. No Warranties


The Site and the Services are provided on an “as is” basis. We do not make any other representations or warranties of any kind, express or implied, including without limitation that the Site or the Services will meet Your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error.

 

  1. 14. General Release


14.1. We only provide a technology for facilitating the payments made by the Customer for the Product purchased from You. We are not involved in the transaction between You and the Customer and We do not provide any warranty or endorse the Product sold by You.

 

14.2. We are not responsible for any non-performance or breach of any contract between You and Customers.

 

14.3. At no time shall We hold any right/title to or interest in the goods nor have any obligations or liabilities with respect to such a contract between You and the Customer. We are not responsible for unsatisfactory or delayed performance of services, damages, or delays as result of goods which are out of stock, unavailable, or back-ordered.

 

14.4. Notwithstanding its reasonable efforts in that behalf, We cannot control the information provided by other users which is made available on the Site. You may find other user’s information to be offensive, harmful, inaccurate or deceptive. Please use caution and practice safe trading when using the Site. Please note that there may be risks in dealing with underage persons or people acting under false pretence.

 

14.5. If a dispute arises between You and the Customer, Hip Bar shall not be responsible for any claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. We shall not and are not required to mediate or resolve disputes or disagreements between You and Customers.

 

  1. 15. Indemnity


15.1. You will defend, indemnify and hold harmless Hip Bar, and each of their affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to:

 

15.1.1. refund, chargebacks and cancellation of payments;

 

15.1.2. any actual or alleged breach of Your representations or obligations;

 

15.1.3. any transaction / amount paid that is for any reason unlawful or unenforceable;

 

15.1.4. any transaction that is posted more than once to a Customer’s account;

 

15.1.5. any amount that is doubtful or erroneously paid to You;

 

15.1.6. Sale of Banned Goods/ Services; and

 

15.1.7. Products/Services provided by You. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

 

15.2. IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

 

15.3. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTES WITH US IS THE CANCELLATION OF YOUR ACCOUNT WITH THE SITE. IN NO EVENT SHALL HIPBAR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OUR ARISING OUT OF YOUR USE OF THE SITE, REGARDLESS OF THE FORM OF ACTION, EXCEED INR 1000/- (RUPESS ONE THOUSAND ONLY).

 

  1. 16. Confidentiality

 

16.1 You acknowledge that during the existence of this Agreement, You will have access to confidential information of Hip Bar and its affiliates and their respective third parties which shall include the data and information of Customer or any user of the Site. You undertake to keep strictly confidential all data, reports and other confidential information supplied to You by Hip Bar or You have the access under this T&Cs and shall not sell or otherwise make that information available to any third parties and shall not use the confidential information solely in connection with this T&Cs.

 

  1. 17. Notices and communication.


17.1. Any notice or notification in connection with these T&Cs or Business Partnership Agreement executed with You will be communicated through the contact information specified in the Business Partnership Agreement, unless otherwise specified.

 

17.2. All Your communication with Us will be of a professional nature only. You will not contact Us to harass, intimidate or threaten any person, or to promote any cause, which You may support.

 

17.3. You will be subject to Our terms of use and privacy policy.

 

  1. 18. Severability.


If any part of these T&Cs is determined to be invalid or unenforceable pursuant to Applicable Laws then the invalid or unenforceable provisions will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these T&Cs will continue in effect.

 

Schedule 1

 

List of Banned Goods

 

  1. 1. Gaming which includes lottery tickets, sports bets, memberships/ enrollment in online gambling sites, and related content.
  2. 2. Offensive goods which includes literature, products or other materials that (a) defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) encourage or incite violent acts; (c) promote intolerance or hatred.
  3. 3. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.
  4. 4. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Site access and/or Site memberships of pornography or illegal sites.
  5. 5. Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam).
  6. 6. Child pornography which includes pornographic materials involving minors.
  7. 7. Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection.
  8. 8. Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms.
  9. 9. Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property.
  10. 10. Offensive goods, crime which includes crime scene photos or goods, such as personal belongings, associated with criminals.
  11. 11. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.
  12. 12. Regulated goods which includes air bags; batteries containing mercury; free on or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled goods; slot machines; surveillance equipment; goods regulated by government or other agency specifications.
  13. 13. Securities which includes stocks, bonds, or related financial products.
  14. 14. Any product or service which is not in compliance with all Applicable laws.

 

 

 

Schedule 2

 

Particulars Charges
Device Installation Charges

 

One time non-refundable (Rs. 20,000/-)

 

Merchant Discount Rate

 

2.25% per Transaction
Transaction Cost Nil
Monthly Gateway maintenance charges Rs. 7,500
Replacement of Device Fee Rs. 25,000
Administrative charges for replacement of device Rs. 5,000

 

Settlement Net Amount for transactions (will be released post reconciliation)

 

The amount will be settled every 7 days after reconciliation of accounts
Fraud Liability of the Merchant 100%
Space Selling Fee 10% of rentals
Statement of Account on request Rs. 50 for 3 months
Charges for outlet not update the inventory Rs. 250 per day
Charges for non-fulfillment of on packs Rs. 5000
Charges on dispute which has not gone in favor of the outlet Actuals
Annual maintenance charge Rs. 6,000
Dormancy Fee (If not operated for 3 Months) Rs. 5000

 

 

 

Schedule 3

 

A “Transaction” under this T&Cs shall be considered complete when the following events have taken place in accordance with conditions specified below:

 

  • Customer logs in to the HIPBAR application
  • Customer selects the bottles he wants to reserve/redeem on his/her HIPBAR app.
  • Customer may reserve/redeem bottles only from the city he/she has selected for reservation.
  • Customer may view the reserved bottles in his/her MY HIPBAR option.
  • Customer may choose an outlet and physically go to the selected outlet.
  • Customer shall ask for the reserved bottles and pick his/her bottles for redemption.
  • Customer/Outlet will initiate NEAR BYTES to complete the redemption.
  • In cases where NEAR BYTES fail to synchronize, Customer will initiate for an OTP (one-time password) to authorize the transaction.
  • On successful OTP verification, both devices get synchronized.
  • The outlet will now scan the Barcode on SKU to make sure the order matches the Customer MY HIPBAR Account.
  • Customer will now enter his/her HIPBAR PIN to complete the redemption.
  • On successful verification of PIN, the Redemption will be completed.
  • Upon the redemption/collection of the reserved Product(s) at the outlet by the Customer(s), the Company shall, within period of [2(Two) business days][1] from such redemption/collection of the reserved Product(s), or such extended period as may be mutually agreed in writing between the Merchant and the Company, settle the outstanding payments payable to the Merchant, post the relevant documents in accordance with the terms and conditions of this Agreement.
  • Auto cancellation is same as cancellation but the intimation happens from HipBar. In future, charges may be applicable.