Merchant agreement
Effective Date: 16.06.2025
This Merchant Agreement (“Agreement”) is entered into by and between:
SPOTTED (Legal Name: AAR Tech Ventures Pvt. Ltd.), a company incorporated under the Companies Act, 2013, having its registered office at 703, 5A Shraddha CHSL, Thakur Complex, Kandivali East, Mumbai 400101, bearing Company Registration No. (CIN): U74110MH2019PTC319874 (hereinafter referred to as “SPOTTED”, “we”, “our”, or “us”), which operates the “Spotted” platform;
AND
The Merchant, being any individual, firm, or entity that accepts payments via the Spotted platform (hereinafter referred to as “Merchant”, “you” or “your”).
WHEREAS
1. SPOTTED enables digital payment acceptance through its platform “Spotted” by integrating with RBI-licensed banking partners and third-party service providers.
2. The Merchant wishes to use the Spotted platform to accept payments digitally via QR codes, card terminals, or other accepted modes.
3. The Merchant hereby appoints SPOTTED as its limited agent solely for the purpose of facilitating digital payment acceptance through its integrated banking and payment partners.
NOW, THEREFORE, the Parties agree as follows:
For the purpose of this Agreement:·
Platform means the digital services offered by SPOTTED.·
Payment Gateway refers to RBI-authorized service providers integrated with SPOTTED.·
Cashback means the promotional credit or rebate offered by SPOTTED or Merchant to customers.· Commission or Service Fee means the agreed deduction retained by SPOTTED from transaction proceeds.
4. APPOINTMENT OF AGENT
The Merchant hereby appoints SPOTTED as a authorized agent to:·
Work with RBI-authorized payment aggregators and service providers (e.g., Cashfree, Razorpay, Freecharge from Axis Bank) to enable payment acceptance for them.·
Facilitate digital payments made by customers via QR, UPI, or card-based mechanisms.
This agency is limited to payment facilitation only and does not authorize SPOTTED to act on behalf of the Merchant in any other capacity.3. NATURE OF FUNDS & FLOW·
All customer payments are processed via RBI-licensed payment gateways.· SPOTTED does not hold funds on behalf of the Merchant, except:
The portion allocated for cashback or commission/service fees, as per the agreed fee structure, which is routed via Spotted’s virtual accounts held within the RBI-licensed payment systems.·
The remaining funds are settled directly to the Merchant as per the T+1 or instant settlement schedule, in compliance with RBI regulations.
5. MERCHANT OBLIGATIONS
The Merchant agrees to:·
Provide accurate and up-to-date business and bank details.·
Use the platform only for lawful, genuine commercial transactions.·
Not use Spotted for fraud, money laundering, or illegal financial activities.· Merchant is responsible for delivery of Goods/Services to the customers· Merchant will provide any KYC/ Proof of delivery as and when required as per SPOTTED or its authorised payment service provider.
Remain solely responsible for:
Customer service
Refunds and cancellations
Chargebacks and complaints
6. COMMISSION & SETTLEMENT
SPOTTED is entitled to a pre-agreed commission/service fee, visible on the merchant dashboard or agreed separately in writing.
This fee is deducted before settlement of the remaining funds to the Merchant.· No other deductions are made by SPOTTED beyond the agreed amount.
7. NO RIGHT TO FUNDS
SPOTTED does not own or control any funds received on behalf of the Merchant.· Except for the agreed commission or cashback, SPOTTED has no legal or beneficial interest in the transaction amounts.
This clause ensures full compliance with RBI guidelines on fund handling by non-banking entities.
8. DATA PRIVACY & USAGE
SPOTTED collects and uses data in line with its published Privacy Policy and applicable Indian data protection laws.
The Merchant consents to:
The use of transaction and business data for analytics and reporting.
SPOTTED showcasing its brand, name, and offers on the platform for marketing purposes (non-exclusive, revocable upon written request).
9. NON-EXCLUSIVITY
This Agreement is non-exclusive.
The Merchant is free to use other payment service providers in parallel.
10. LIABILITY & INDEMNITY
The Merchant agrees to indemnify and hold harmless SPOTTED, its officers, employees, and affiliates from any claims, losses, or damages arising from:
Breach of law
Customer disputes
Misuse of the platform
Inaccurate or fraudulent information
11. TECHNICAL ISSUES & SERVICE DOWNTIME
SPOTTED shall not be liable for:
Downtime due to third-party payment gateway issues.
Transaction failures outside its control (e.g., bank server downtime, UPI outage).· Reasonable efforts will be made to notify affected Merchants and assist in issue resolution.
12. FORCE MAJEURE
Neither Party shall be held liable for any delay or failure to perform its obligations caused by:
Acts of God
War, terrorism, civil unrest
Government regulations
Internet outages
Natural disasters or other uncontrollable events\
13. TERMINATION
Either Party may terminate this Agreement at any time with immediate effect. Upon termination:
SPOTTED will cease payment facilitation services.
Any dues or fees till date of termination shall be settled.
14. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of India.
Any disputes shall be subject to the exclusive jurisdiction of the courts of Mumbai.
15. ENTIRE AGREEMENT
This Agreement:
Constitutes the entire understanding between the Parties.
Supersedes all previous written or oral agreements.
16. EXECUTION
By completing registration on the Spotted platform, the Merchant agrees to the terms of this Agreement. This document may be executed digitally or physically.
No signature is required. Consent is legally valid through checkbox selection.
This Merchant Agreement (“Agreement”) is entered into by and between:
SPOTTED (Legal Name: AAR Tech Ventures Pvt. Ltd.), a company incorporated under the Companies Act, 2013, having its registered office at 703, 5A Shraddha CHSL, Thakur Complex, Kandivali East, Mumbai 400101, bearing Company Registration No. (CIN): U74110MH2019PTC319874 (hereinafter referred to as “SPOTTED”, “we”, “our”, or “us”), which operates the “Spotted” platform;
AND
The Merchant, being any individual, firm, or entity that accepts payments via the Spotted platform (hereinafter referred to as “Merchant”, “you” or “your”).
WHEREAS
1. SPOTTED enables digital payment acceptance through its platform “Spotted” by integrating with RBI-licensed banking partners and third-party service providers.
2. The Merchant wishes to use the Spotted platform to accept payments digitally via QR codes, card terminals, or other accepted modes.
3. The Merchant hereby appoints SPOTTED as its limited agent solely for the purpose of facilitating digital payment acceptance through its integrated banking and payment partners.
NOW, THEREFORE, the Parties agree as follows:
For the purpose of this Agreement:·
Platform means the digital services offered by SPOTTED.·
Payment Gateway refers to RBI-authorized service providers integrated with SPOTTED.·
Cashback means the promotional credit or rebate offered by SPOTTED or Merchant to customers.· Commission or Service Fee means the agreed deduction retained by SPOTTED from transaction proceeds.
4. APPOINTMENT OF AGENT
The Merchant hereby appoints SPOTTED as a authorized agent to:·
Work with RBI-authorized payment aggregators and service providers (e.g., Cashfree, Razorpay, Freecharge from Axis Bank) to enable payment acceptance for them.·
Facilitate digital payments made by customers via QR, UPI, or card-based mechanisms.
This agency is limited to payment facilitation only and does not authorize SPOTTED to act on behalf of the Merchant in any other capacity.3. NATURE OF FUNDS & FLOW·
All customer payments are processed via RBI-licensed payment gateways.· SPOTTED does not hold funds on behalf of the Merchant, except:
The portion allocated for cashback or commission/service fees, as per the agreed fee structure, which is routed via Spotted’s virtual accounts held within the RBI-licensed payment systems.·
The remaining funds are settled directly to the Merchant as per the T+1 or instant settlement schedule, in compliance with RBI regulations.
5. MERCHANT OBLIGATIONS
The Merchant agrees to:·
Provide accurate and up-to-date business and bank details.·
Use the platform only for lawful, genuine commercial transactions.·
Not use Spotted for fraud, money laundering, or illegal financial activities.· Merchant is responsible for delivery of Goods/Services to the customers· Merchant will provide any KYC/ Proof of delivery as and when required as per SPOTTED or its authorised payment service provider.
Remain solely responsible for:
Customer service
Refunds and cancellations
Chargebacks and complaints
6. COMMISSION & SETTLEMENT
SPOTTED is entitled to a pre-agreed commission/service fee, visible on the merchant dashboard or agreed separately in writing.
This fee is deducted before settlement of the remaining funds to the Merchant.· No other deductions are made by SPOTTED beyond the agreed amount.
7. NO RIGHT TO FUNDS
SPOTTED does not own or control any funds received on behalf of the Merchant.· Except for the agreed commission or cashback, SPOTTED has no legal or beneficial interest in the transaction amounts.
This clause ensures full compliance with RBI guidelines on fund handling by non-banking entities.
8. DATA PRIVACY & USAGE
SPOTTED collects and uses data in line with its published Privacy Policy and applicable Indian data protection laws.
The Merchant consents to:
The use of transaction and business data for analytics and reporting.
SPOTTED showcasing its brand, name, and offers on the platform for marketing purposes (non-exclusive, revocable upon written request).
9. NON-EXCLUSIVITY
This Agreement is non-exclusive.
The Merchant is free to use other payment service providers in parallel.
10. LIABILITY & INDEMNITY
The Merchant agrees to indemnify and hold harmless SPOTTED, its officers, employees, and affiliates from any claims, losses, or damages arising from:
Breach of law
Customer disputes
Misuse of the platform
Inaccurate or fraudulent information
11. TECHNICAL ISSUES & SERVICE DOWNTIME
SPOTTED shall not be liable for:
Downtime due to third-party payment gateway issues.
Transaction failures outside its control (e.g., bank server downtime, UPI outage).· Reasonable efforts will be made to notify affected Merchants and assist in issue resolution.
12. FORCE MAJEURE
Neither Party shall be held liable for any delay or failure to perform its obligations caused by:
Acts of God
War, terrorism, civil unrest
Government regulations
Internet outages
Natural disasters or other uncontrollable events\
13. TERMINATION
Either Party may terminate this Agreement at any time with immediate effect. Upon termination:
SPOTTED will cease payment facilitation services.
Any dues or fees till date of termination shall be settled.
14. GOVERNING LAW & JURISDICTION
This Agreement shall be governed by the laws of India.
Any disputes shall be subject to the exclusive jurisdiction of the courts of Mumbai.
15. ENTIRE AGREEMENT
This Agreement:
Constitutes the entire understanding between the Parties.
Supersedes all previous written or oral agreements.
16. EXECUTION
By completing registration on the Spotted platform, the Merchant agrees to the terms of this Agreement. This document may be executed digitally or physically.
No signature is required. Consent is legally valid through checkbox selection.
