Terms & Conditions

Important: Please read these Terms and Conditions carefully.

These Terms and Conditions apply to the Merchants who have opted to use Pathao Pay.

Pathao Pay, the mobile wallet service of Digital Payments Limited ('DPL', or the 'Company'), provides a secure online payment ecosystem for daily transactions under the Payment Service Provider license issued by Bangladesh Bank.

By using Pathao Pay, you ("Merchant") agree that you have read, understood, accepted, and agreed with the terms of use as stated herein (the "Pathao Pay Merchant Terms and Conditions", or the "Terms and Conditions", or the "Agreement").

The Terms and Conditions stated herein constitute a legal agreement between you ("Merchant") and Digital Payments Limited ("DPL" or the "Company", or "We", or "Us"), that governs your use of Pathao Pay Services.

By clicking on the "I agree to Pathao Pay's Terms & Conditions and Privacy Policy" button and/or by downloading and/or installing and/or activating the Pathao Pay mobile software application (the "Application"/"APP") and/or using the Application or Pathao Pay Payment Services ("the Service(s)"), you hereby expressly acknowledge and agree to be bound by the Terms and Conditions, and any future amendments and additions to the Terms and Conditions as published from time to time at https://pathaopay.com/. The amended, added or revised version of the Terms and Conditions shall deem to be effective at once whenever we publish or post it. In the event that the Terms and Conditions are revised in the future, you will be asked to agree to the updated version before continuing to use the Service.

Your continued use of the Service, whether or not reviewed by you, shall constitute your consent to and acceptance of the Terms and Conditions. You further agree to the representations made by yourself below.

If you do not agree to the Terms and Conditions, please do not proceed to use the Services.

If you have already commenced the use of Service, you may notify the Company of your intention to discontinue the use of the Services in accordance with Clause 17 of this Agreement.

Your account may be suspended or closed or your access to the Services and/or funds may be limited if you breach this Agreement or any other policies you agreed with the Company.

It is your sole responsibility to understand and comply with any and all relevant rules, regulations, and laws of Bangladesh applicable to you in connection with your use of the Service.

You are committed to abiding by the laws, rules, regulations, and guidelines issued by the Government of the People's Republic of Bangladesh, particularly by Bangladesh Bank, and other related regulatory authorities while using the Services provided by the Company. You will be accountable for any unlawful use of your Pathao Pay Merchant Account.

1. DEFINITION

1.1. Accept Payment shall mean the 'Accept Payment' service provided by Pathao Pay to its Merchants as per clause 4.1 of this Agreement.

1.2. App shall mean Pathao Pay mobile application through which Merchants can avail the Payment or Wallet Services Provided by Pathao Pay.

1.3. Company shall mean Digital Payments Limited (DPL) which is a licensed Payment Service Provider that provides Payment or Wallet Services to its Merchants under the brand name 'Pathao Pay'.

1.4. Linked Bank or Wallet shall mean linking the bank account, bank card or mobile wallet account of the Merchant to their Pathao Pay Merchant Accounts for processing payment services including Withdraw Money as per Clause 4.3 of this Agreement.

1.5. Merchant shall mean any individual, entity, or company registered with the Pathao Pay Merchant Panel as a Merchant who seeks to avail Payment Services provided by the Company in consideration of a Service Fee as specified in this Agreement.

1.6. Merchant Panel/Account shall mean the online platform provided by the Company through which the Merchant can Accept Payments from its Customers with Pathao Pay MerchantAccounts and maintain the transactions through its Merchant Account. The Merchant Panel shall include two types of panels, i.e., a Parent Merchant Panel designated for the company owner (Parent Merchant) and a Child Merchant Panel designated for the branch entities or outlets of the company (Child Merchant).

1.7. Pathao Pay shall mean the brand name of the Payment Services of Digital Payments Limited (DPL) which provides Wallet or Payment Services to its Merchants.

1.8. Pathao Pay Payment Services/Payment Services/Wallet Services/Service(s) shall mean payment services provided by Pathao Pay including but not limited to Withdraw Money, Accept Payment, etc. under the Payment Service Provider license issued by Bangladesh Bank and subject to the Terms and Conditions stipulated herein.

1.9. Terms and Conditions/Agreement shall mean Terms and Conditions stipulated herein including any amendments, additions or alterations made thereto by the Company from time to time which shall be deemed to be a binding agreement between Pathao Pay and any of its Merchant.

1.10. User/Customer shall mean any individual registered with Pathao Pay against a designated mobile number and seeks to avail Payment Services provided by Pathao Pay in consideration of the Service Fee where applicable as specified in this Agreement.

1.11. User Account/Account shall mean any Pathao Pay User Account provided by the Company to any individual against their registered mobile number through which they can use Payment Services provided by the Company.

1.12. Withdraw Money shall mean the ability for Merchants to withdraw funds from their Pathao Pay merchant account, as per clause 4.2 of this Agreement.

2. SCOPE OF THE SERVICE

Payment Services provided by Pathao Pay to its Merchants shall include but not limited to Accept Payment, Withdraw Money and transfer to a different wallet as part of withdrawing money under the Payment Service Provider license issued by Bangladesh Bank and subject to the Terms and Conditions stipulated herein.

3. ACCOUNT REGISTRATION

3.1. In order to use Pathao Pay Service, a Merchant shall be required to create a Pathao Pay Merchant Account against a designated mobile number (Merchant Account Number) by registering itself with the Merchant Panel provided by the Company.

3.2. For registration, as required, the Merchant shall provide/upload:

1. copy of a valid identification document of the account holder (National ID);
2. a recent passport-size photo of the account-holder;
3. Copy of trade license/partnership deed;
4. TIN;
5. BIN;
6. Contact information including mobile number, email address, etc.;
7. Bank account information (linking the wallet with a bank account of the account holder);
8. Proof of registered address, i.e., copy of tenancy agreement/utility bill from last 03 (three) months;
9. and other required information as and when required as per standard regulations.

3.3. Subject to proper and accurate information provided by the Merchant, the Merchant Account registration shall be completed, and the Merchant will be notified via SMS for self-sign-up through the Pay Merchant App or through a notification from the Key Account Manager (KAM) / Pathao Pay representative for offline onboarding. The Merchant shall then set a Unique PIN and shall be allowed to access/log in to the Merchant Wallet Account by entering the PIN.

3.4. Any and all information provided by the Merchant at the time of registration is self-declaration and shall be binding on the Merchant. Pathao Pay shall operate as per the information given to it by the Merchant. Pathao Pay shall not bear any responsibility nor shall be held accountable for wrong or misinformation provided by the Merchant at the time of registration or subsequent update of relevant information. Subsequent changes to account information can be made through the app and re-verification shall be required for such changes.

4. GENERAL RULES FOR PAYMENT SERVICES

4.1. Accept Payment

4.1.1. The Merchant shall be able to receive payments from its Customers who shall 'Make Payment' from their Merchant Accounts in exchange of goods or services purchased. For Making Payment with Pathao Pay, the Customer needs to choose the 'Make Payment' option from their Pathao Pay Account, enter the Merchant Account Number or scan the QR code displayed at the premises of the Merchant. Then the Customer shall enter the amount of payment, enter a reference number, the Counter Number (displayed at the counter or the salesperson at the counter will tell the number) and the Merchant Account PIN to confirm the payment. Both Customer and Merchant shall receive a confirmation SMS/message from Pathao Pay as to the success of the payment transaction by the Merchant.

4.1.2. For online 'Accept Payment' through Pathao Pay, the Merchant shall register as an online Merchant and Merchant's payment page on its e-commerce site/marketplace must be connected with Pathao Pay's Disbursement Wallet.

4.1.3. For online 'Make Payment' through Pathao Pay, the Customer shall select Pathao Pay as the payment method on the Merchant Online Marketplace/Website. Upon verification of the respective User & Merchant Account through OTP, the transaction will be approved by Pathao Pay and funds will be disbursed to the Merchant Account less the Service Fees as determined by Pathao Pay.

4.1.4. In case of any problem in availing of the Accept Payment including but not limited to failure or delay in transaction, the Merchant shall communicate with Pathao Pay and Pathao Pay shall resolve the issue within 15 (fifteen) working days of such communication.

4.1.5. For every Accept Payment transaction through Pathao Pay, the Merchant shall be liable to pay a certain percentage of the transaction amount as the Service Fee to the Company. In case of a 'Make Payment' from a credit card, extra charges may be imposed on the Merchant by any specific bank.

4.2. Withdraw Money

4.2.1. For Withdrawing Money, the Merchant shall tap on the "Cash Out" button from their Pathao Pay Merchant Account and choose between 'Withdraw from ATM' or 'Withdraw through Bank'.

4.2.2. If the Merchant opts for 'Withdraw from ATM', they shall enter their Pathao Pay Account PIN to place the request and shall receive an OTP (One Time Password) code valid for 3 minutes to their designated mobile number through SMS. Then the Merchant shall press the 'Cash Withdrawal' button on the ATM screen, and enter the PIN and OTP code within the stipulated time. Now the Merchant has to enter the amount and press the 'correct' button. (If any wrong amount is given, the Merchant may press the incorrect button for a fresh entry). Now the Merchant shall get a USSD (Unstructured Supplementary Service Data) or Push/IVR (Interactive Voice Response) call to input their account PIN number. If the PIN is correct, the Merchant shall see the 'transaction is being processed' screen on the ATM. The Merchant shall collect cash and a receipt and will receive a confirmation SMS from Pathao Pay.

4.2.3. For 'Withdraw through Bank', the Merchant shall select from the linked banks or mobile wallets on Pathao Pay, provide the required information relating to the bank account or card if not saved earlier, and enter the amount. Then the Merchant shall key in the OTP code sent to their designated mobile number to successfully complete the transaction. The Merchant shall receive a confirmation message from Pathao Pay. Withdrawal through the Bank may require some time as per Bangladesh Bank BEFTN Guidelines.

4.2.4. It is the Merchant's responsibility to check all their details before submitting the final entry for 'Withdraw money'. In case of any problem in availing the Withdraw Money including but not limited to failure or delay in transaction, the Merchant shall communicate with the relevant bank for resolution.

4.3. Add Funding Source/Link Bank

4.3.1. For certain Services including but not limited to Withdraw Money through Bank, the Merchants shall need to add their Funding Source, i.e., enlist their linked bank/MFS/wallet on the App.

4.3.2. To link the bank/MFS/wallet account with the Merchant Account, the Merchant shall be required to select their bank or mobile wallet from the bank/MFS/wallet list available on the App and insert their bank/MFS/wallet information correctly.

4.3.3. By initiating the request of "Link Bank/MFS/Wallet" and providing the KYC (Know Your Customer) information required by the bank/MFS/wallet, the Merchant selects and thereby authorizes the Company to share Merchant's KYC information with the bank they have selected so that their information can be verified with that of the bank/MFS/wallet Account. Without such verification, the process of linking the bank/MFS/wallet Account with the Merchant Account will not be completed.

4.3.4. During the process of linking the bank/MFS/wallet account, an OTP (One Time Password)/backend configured mechanism/outbound call will be sent to the Merchant's mobile number registered with the Pathao Pay Merchant Account for the purpose of authentication and Merchant shall be allowed to complete the linking of the bank/MFS/wallet.

4.3.5. By linking the Merchant's bank/MFS/wallet account to the Merchant Account, the Merchants hereby also authorize the Company to debit or credit their linked bank/MFS/wallet account through the designated payment processor of Pathao Pay.

4.3.6. Once the link is established, the Merchants shall be able to add money from their linked bank/MFS/wallet account to their Merchant Account or can transfer money/withdraw money from the Merchant Account to the linked bank/MFS/wallet account.

4.3.7. Pathao Pay shall not be held liable if the 'Link Bank/MFS/Wallet' request is failed due to incorrect bank or KYC information. In case of non-delivery of OTP, pending Add Money, or any other issue associated with Merchant's Bank account or service, the Merchants are required to contact their bank/MFS/wallet.

5. Use of Merchant Account

5.1. Any registered Merchant shall be provided with two types of panels, the Parent Merchant Panel and the Child Merchant Panel. Parent Merchant Panel refers to the panel designated for the company owner (Parent Merchant) and the Child Merchant Panel is designated for the branch entities or outlets of the Company (Child Merchant).

5.2. The Child Merchants shall be added to the Merchant Panel of the registered Merchant as required by the Parent Merchant from time to time. The registration process of adding a Child Merchant and the maximum number of Child Members permitted to be added to any Parent Merchant shall be determined by Pathao Pay at its discretion.

5.3. Every Child Merchant shall be allowed to have a certain number of Terminals (Payment Counter) where Customers can make their payments. A Merchant without any branch entity shall also be provided with a Parent Panel and Child Panel and the Merchant shall perform the defined activities of Parent and Child Panel from the respective Panel.

5.4. The Child Merchant Panel shall have access to withdraw and refund money from the Panel as well as view and monitor the transactions made at the Panel. The Parent Merchant Panel shall have access to withdraw funds, view and analyze the transactions, monitor child merchant account transactions and the Terminals. The payment from the Customer shall only be accepted from the Terminal (Payment Counter) of the Child Merchant.

5.5. Transactions can be searched by the transaction ID, transaction type, Child Merchant or date of transactions. Statements can also be downloaded from this section.

5.6. The Merchant shall not allow its customer to make any personal payment through the App or pay any bill by using the 'Send Money' option. If the Merchant allows or persuades, whether expressly or implicitly, to make payments by using the 'Send Money' option, the Company shall be entitled to impose penalty on the Merchant and/or take any corrective measures and legal actions at its sole discretion.

5.7. The Company shall not impose any extra charges on Merchant's product or service for accepting Pathao Pay as a payment method.

5.8. The Merchant shall pay a certain percentage of each transaction made through Pathao Pay to the Merchant in consideration of the Payment Services provided as agreed between the Merchant and Company by the separate Service Agreement. For 'Make Payment' from a credit card, extra charges may be imposed on the Merchant by any specific bank.

6. GENERAL RULES AND MERCHANT UNDERTAKINGS

6.1. The Merchant hereby declares that they have attained the required legal age, operate their business within Bangladesh, make transactions or receive payments only in BDT currency, and are legally permitted to enter into any agreement.

6.2. The Merchant must own and possess only one Pathao Pay Merchant Account against a designated mobile number registered under their own NID, and conduct business on their behalf only. As the Account is non-transferable, letting any other individual have access to their Account shall render the Merchant Account ineligible and the Account shall be subjected to further actions as the Company thinks fit and appropriate.

6.3. 03 (Three) consecutive wrong Account name/number or PIN inputs or failed login attempts may cause blocking the Merchant Account temporarily and will be reopened only after the Merchant contacts Pathao Pay to resolve this issue.. The Company may require some information from the Merchant to complete the process.

6.4. The Company reserves the right to close any Merchant Account without prior notice having zero balance without any transaction for 01 (one) year.

6.5. The Company reserves the right to close any Merchant Account without assigning any reason thereof subject to relevant laws of Bangladesh;

6.6. Merchant Account on which any legal or regulatory notice prohibiting the operation of the Merchant Account has been received will be closed and no further operation will be allowed till such prohibition order is removed.

6.7. The Company may refuse to proceed with any transaction if it suspects any fraud or illegal activities therein and the decision of the Company as to whether any transaction is or is likely to involve fraud or illegality shall be final, conclusive, and binding on the Merchant.

6.8. The Merchant shall be able to see the account statements from the App and be solely responsible for the prompt examination of all entries in the statement and must notify the Company in writing within 07 (seven) days of the statement date, either via email or by contacting the Call Center in case of any discrepancies, failing which shall serve as the conclusiveness of the statement.

6.9. The Merchant shall have a SMS notification showing the transaction amount as well as the final balance after execution of any transaction to the Merchant Account Number phone after every transaction or entry is taken place in the Merchant Account. The Company shall not be responsible or liable for any delayed, incomplete, inaccurate, or non-delivery of the Notifications for the technical failure of the mobile operators or for any other reason beyond the control of the Company.

6.10. The Company shall make its best endeavor to make the Payment Service operative for all time but shall not be liable for any interruption due to system failure or Force Majeure.

6.11. The Merchant Account and PIN are issued to the Merchant entirely at their sole risk and the Company shall bear no liability whatsoever for any losses or damages or expenses whatsoever arising whether directly or indirectly as a result of any unauthorized transaction using Pathao Pay and shall be indemnified by the Merchant, against any such loss or damage.

6.12. The Merchant shall be solely responsible for all financial transactions through Pathao Pay account/wallet. Fund transfer or transactions including but not limited to Withdraw Money and Make Payment can be made from the Pathao Pay Merchant Account to another account held with Banks or FIs with the help of BEFTN, NPSB or RTGS. Therefore, Bangladesh Bank rules & regulations for BEFTN, NPSB, and RTGS shall be applicable. For fund transfers to accounts maintained with other banks or FIs, the Company shall send the fund transfer request through the chosen method- BEFTN, NPSB or RTGS. The time taken to process the transfer shall depend on the beneficiary Bank or FIs.

6.13. The Merchant shall be fully responsible for putting in the correct inputs including the account number and transaction amount for any fund transfer request. The Company shall not be liable for any erroneous transactions arising out of or relating to the Merchant entering wrong inputs.

6.14. When the Merchant gives any authenticated instruction (verbal or written) to be carried out on its Account, the Company will carry out the instruction accordingly. The Company will not be liable for the consequences of the actions on those instructions as those were delivered by the Merchant.

6.15. The Company shall operate as per the information given to it by the Merchant and shall not bear any responsibility nor shall be held accountable for any wrong information provided by the Merchant at the time of registration or subsequent update of relevant information. In case of any subsequent changes in the business modality, ownership, or location of the Merchant, the Merchant shall notify the Company in writing of the changes with immediate effect and provide any additional information and documents as and when required by the Company.

7. DEVICE REQUIREMENTS AND SECURITY

7.1. The Merchants must take all reasonable precautions to keep safe and prevent fraudulent use of their devices and security information. The precautions include:

• Not writing down or otherwise recording your security details in a way that can be understood by someone else;
• Not choosing security details that may be easy to guess;
• Taking care to ensure that no one hears or sees your security details when you use it;
• Keeping your security details unique to security details you set for other (Online or Physical) bank or financial institutions;
• Not disclosing your security details to anyone without proper authorization;
• Changing your security details frequently;
• Keeping your security details and mobile device safe;
• Once you have logged onto the Pathao Pay App, do not leave your mobile device unattended or let anyone else use your mobile device
• Logging out of the Pathao Pay App once you have finished using the App services, and in particular not leaving the App running in the background whilst logged in (e.g. whilst multi-tasking, or running other apps);
• You will be responsible for all instructions given by you or anyone acting with your authority between when you log in to and log out of the Pathao Pay App.

7.2. If the Merchant suspects someone else of knowing their Merchant ID and/or Password or other security details, they must change the password immediately and notify the Company without any delay. The same applies in the case of lost or stolen Passwords or devices. If the Merchant fails to do so, they may be liable for any and all unauthorized transaction(s) on their Account that may take place and the company shall not be held liable for such negligence on the part of the Merchant. It is recommended that the Merchant does not save their Pathao Pay or password in any of their devices or web browsers for future use.

7.3. The Merchant hereby acknowledges that smartphones and tabs as well as web browsers used to access Pathao Pay Services are subject to the same security risks as computers and agrees that it is their responsibility to install and maintain updated anti-virus and anti-spyware programs on their device(s) to stay protected against unwanted cyber threats and to ensure privacy.

7.4. The Merchant agrees to exercise adequate caution when using the Pathao Pay Services on their devices. Any losses, charges and unauthorized transactions involving their account(s) that are incurred through the loss of their device or failure to safeguard their security credentials (such as Merchant name, password, fingerprint) to access the Pathao Pay Service on their device will remain their responsibility.

7.5. If the Merchant is required to modify their device specifications due to any upgradation of the Pathao Pay App or Services, the Company shall in no way be responsible for the resultant costs and any such resultant costs will be borne by the Merchant.

7.6. In the event that the Merchant faces problems with regard to connectivity or other access-related difficulties relating to their device, web browser and/or network operator, it is their responsibility to liaise with the concerned service provider and attempt to find a solution to the relevant problem prior to communicating with the Company.

7.7. The Merchant agrees that the Service may require the use of their device data, location, and text messaging capabilities and that standard data and text messaging charges apply in accordance with their service agreement with the relevant mobile service provider. The Merchant hereby consents to the Company the transmission, collection, maintenance, processing, and use of location data and queries to provide and improve location-based products and services. The Merchant may withdraw this consent at any time by turning off the location services settings on their device.

7.8. The Merchant hereby acknowledges that there may be a time lag in the transmission of instructions, information or communication via Smartphone/Tab/Web/Internet.

7.9. The Merchant must not access the Services from any device connected to a local area network (or LAN), or internet connectivity through WIFI network in public places such as an office environment or restaurant without first making sure that no one else is able to observe or copy access of the Merchant or obtain access to the Services pretending to be the Merchant.

7.10. The Merchant understands that the Company has implemented a security procedure for the purpose of verifying the authenticity of the payment instructions transmitted to the Company by the Merchant, and not for the purpose of detecting errors in such instructions. The Merchant agrees that this procedure constitutes a commercially responsible method of providing security against unauthorized instruction. The Merchant agrees to be bound by any instruction issued, received and verified by the Company in accordance with such security procedure, and the Merchant shall indemnify and hold the Company harmless from and against any loss suffered or liability incurred by, or arising from, the execution of any instruction in good faith and in compliance with such security procedure.

7.11. The Merchant hereby understands, acknowledges, and confirms their awareness of the numerous risks inherent and associated with conveying Instruction to the Company through the internet and Pathao Pay Services (including but not limited to damages incurred as a result of viruses within the machine or terminal, lack of clarity in the instruction and any risks associated with the Company processing a forged/tampered instruction in good faith) and hereby confirm their acceptance of all risks and unconditionally agrees that all risks shall be fully borne by them and the Company will not be liable for any losses or damages arising as a consequence the Company acting (without being obliged to) on any instruction by them or purporting to be from them received by the Company provided the Company has acted in good faith.

7.12. The Merchant must comply with any other requirements designed to protect the security of their use of the Services which are notified by the Company to him/her in any other way.

7.13. In order to comply with Payment Card Industry Data Security (also known as PCI DSS) and ISO compliance requirements the company reserves the right to make changes to the App as required.

8. ACCOUNT BALANCES

The balance the Merchant holds in its Merchant Account/Panel will be maintained with the highest level of integrity. The Company reserves the right to decide whether the balance in the Merchant Account will be maintained with or without any interest and whether any interest is to be shared with the Merchant or not on the balance in the Merchant Account, as the case may be. The balance in the Merchant Account shall remain indemnified from any irregular transaction carried out by any other Pathao Pay User or Merchant.

9. PROHIBITED ACTIVITIES

9.1. The Merchant shall not abuse the Pathao Pay Services by conducting any illegal, prohibited or unlawful activities or transactions.

9.2. The Merchant hereby agrees not to engage in the following activities while using the Pathao Pay Services:

1. Breaching this Agreement, privacy policy or any other agreement it has entered into with the Company;
2. Violating any relevant law or regulation including the Anti-Money Laundering Act 2012, Counter Terrorism Act-2009, Counter Terrorism Act (amended) 2012, Counter Terrorism Act (amended) 2013, and other such acts/regulations to be issued from time to time in future by the relevant authorities.
3. Violating the copyright, trademark, or patent of Pathao Pay or any other third party;
4. Engaging in potential suspicious or fraudulent activity or transaction;
5. Refusing to confirm or provide your identity or any other information requested for any investigation;
6. Providing misleading or false information;
7. Using Pathao Pay Services in a way that may result in disputes, complaints, fines, penalties, or any other liability to Pathao Pay or its Merchants or any third party;
8. Distributing or disclosing Merchant's information for marketing purposes without the explicit consent of the Merchant;
9. Collecting unsolicited payments through Pathao Pay;
10. Using the Pathao Pay system in a manner that imposes an unreasonable or disproportionately large load on the Company infrastructure;
11. Using the Pathao Pay system with an aim to harm or reverse engineering this App in any way whatsoever or access the App in order to build a competitive product or service, build a product using similar ideas, features, functions, or graphics of the App, or copy any ideas, features, functions, or graphics of the App;
12. Facilitating any virus, worm or Trojan horse, or any other malware that is damaging and interfering with the Company system or data;
13. Undertaking any action that might hamper the services that the Company receives from its payment processors, Banks, internet providers or other suppliers;
14. Monitoring or copying the Company website using a proxy, robot, or manual process without prior written permission of Pathao Pay.
15. Not to make any restricted trade and transactions.

10. ACTIONS AGAINST PROHIBITED ACTIVITIES

If the Company has reason to believe that any Merchant has engaged in any of the prohibited activities mentioned in Clause 9, the Company shall have the right to take any or all of the following actions:

1. Suspend, close, or limit the Merchant access to its Merchant Account or specific Pathao Pay Service at once without any prior notice, or
2. Refuse to provide Pathao Pay Services to the Merchant at the time of detection of the prohibited activity or anytime in the future, or
3. Place the Merchant funds or specific transactions on hold for suspicion of an illegal transaction, fraudulent activity, etc.
4. Investigate to resolve any dispute or complaint regarding any Prohibited Activities, call for the complainant and alleged Customer/Merchant or their representatives, suspend or cancel the relevant Pathao Pay Account and take any other corrective or legal action as deemed appropriate by the Company.

11. AUTHORIZATION

11.1 The Merchant is hereby authorizing the Company:

1. to act on all instructions given or apparently given through the Pathao Pay access to the Account in the name of the Merchant;
2. to debit or credit the appropriate Account or Card accordingly without taking any further steps to authenticate the instruction;
3. to take any necessary steps and request additional information and/or document from the Merchant or its linked bank for verifying the credibility of its Linked Bank accounts;
4. to take any further actions and steps to process the Payment Services under the permissible limits of law and within the scope of this Agreement.

11.2. If the Merchant gives instructions contrary to these Pathao Pay Terms or otherwise, the Company may at its discretion without advance notice to the Merchant and without affecting the other rights of the Company:

1. refuses those instructions,
2. reverse bill payments or inter-Account transfers made on those instructions,
3. suspends or stops the Account for any period of time.

11.3. However, if the Merchant asks the Company to reverse the instruction after the Merchant has given it, the Company may at its discretion try to do so to the extent that this is possible under the rules and practices of the Company and subject to these Terms and Conditions. The Merchant agrees that they will be responsible for any costs the Company incurs as a result.

11.4. If the Company comes to believe that an instruction may not have been properly authorized by the Customer, the Company shall be entitled, after making reasonable efforts to check whether it was properly authorized, to take steps to reverse any action taken on the basis of that instruction without notifying the Customer. The Company shall not be responsible for any loss to the Customer that results from such a reversal.

12. COMPLAINT MANAGEMENT AND REFUND POLICY

12.1. Any claims from the Merchant shall be acceptable only when-

1. The Merchant's account has been incorrectly credited or debited because of an error on the part of Pathao Pay;
2. The transaction is not completed due to an error on the part of Pathao Pay.
3. The Merchant claiming a refund has shown/proven sufficient cause in favor of his claim.

12.2. Any claims from the Merchant shall NOT be acceptable when--

1. The Merchant makes any wrong data input or account credentials (i.e., A/C No, amount, routing number, etc.);
2. The Merchant directly or indirectly discloses to any person the security access code of his card or any electronic device used to make an electronic fund transfer or give electronic consent;
3. The Merchant fails to take reasonable care to keep the security access code or other electronic device secrets;
4. The failure to carry out an electronic transaction caused by or resulted from Force Majeure or other circumstances beyond the control of Pathao Pay, provided that Pathao Pay had exercised reasonable care and diligence;
5. The Merchant sends an incorrect amount of money to any person or makes a transaction with any individual other than the intended person, due to a typing mistake, haste, or any other reason, the Merchant will be solely responsible for the error and will have to settle with that person without requesting any involvement from Pathao Pay;
6. The Merchant shall be liable for actual loss resulting from an unauthorized transaction caused by his failure to notify Pathao Pay on time of the loss, misuse, or theft of the card, or someone else knowing the security access code of the card or other electronic device, except for-
   1. that portion of the loss incurred on any one day that exceeds the daily transaction limit applicable to the card, other device, or account; or
   2. that portion of the total loss incurred which exceeds the amount of funds standing in the Merchant's account.
7. The Merchant is trying to unfairly exploit this refund policy, for example; by making repetitive refund requests in respect of the same transaction;
8. The Merchant is using the service fraudulently, or the user account is being used by a third person fraudulently;
9. The Merchant is in breach of the General Terms & Conditions or the Privacy Policy of Pathao Pay.

12.3. Complaint/Refund Claim and Resolution Timeline:-

1. Requests for Refund/Complaints are to be made-
   1. within 15 (fifteen) business days of the transaction
   2. by providing the transaction number and payment receipt (if any);
   3. by calling +88 0961 0003036 (support center); or emailing to the following address: [email protected];
2. Requests for Refund/Complaints are to be settled (refund or justification provided)-
   1. only through the Pathao Pay wallet of the Merchant; and beneficiary bank account, whichever is applicable
   2. within 15 (fifteen) business days of receiving such refund request/complaint;
   3. which may in some cases be extended to 180 (one hundred eighty) days.

Liability Cap: Pathao Pay's liability shall in no case exceed the value of the disputed transaction. Indirect or consequential damages will not be covered.

13. SERVICE FEE

13.1. The Merchant shall pay an amount/rate as agreed between the Company and the Merchant, for each transaction made by a Customer through Pathao Pay in consideration of the Payment Services provided to the Merchant under this Agreement.

13.2. The Company shall transfer the transaction amount to the Merchant after deducting the Service Fee payable to the Company from every transaction made through Pathao Pay.

13.3. The Company shall not be responsible for collecting or reporting taxations arising from the Merchant transactions through Pathao Pay Services. The Company shall remain indemnified from any claim of tax, VAT, or any other public charges applicable on any of the Merchant transactions. Vat & Tax

14. TERMINATION/CLOSING PATHAO PAY MERCHANT ACCOUNT

14.1. The Merchant may close their Pathao Pay Merchant Account and terminate this Agreement with Pathao Pay at any time without cost but shall remain liable for all obligations related to their Merchant Account even after the account is closed. The merchant can put in a request to close their account by calling +88 0961 0003036 (support center) or emailing to the following address [email protected]

14.2. When the Merchant closes their Merchant account, Pathao Pay will cancel any scheduled or incomplete transactions.

14.3. Merchants must withdraw or transfer any funds held in their Account before closing their Pathao Pay account. Any bonus balance or offer associated with your account will no longer be available after the closure of the Account or termination of the Agreement.

14.4. In certain cases, the Merchant shall not be allowed to close a Pathao Pay account, including:

• If an investigation is pending;
• If any pending transaction or an open dispute or claim.
• If the merchant account has a negative balance.
• If the merchant account is subject to a hold, limitation, or reserve.

14.5. If the Merchant attempts to close its Account while the Company is investigating, the Company may hold the Merchant funds to protect Pathao Pay, Affiliates, or a third party against the risk of fees, fines, penalties, and other liabilities. The Merchant shall remain liable for all obligations related to its Account even after the Account is closed.

14.6. Without prejudice to any other rights or remedy it may have, the Company may terminate this Agreement with immediate effect with a prior notice if the Merchant is in breach of this Agreement and, in the case of a breach capable of remedy the breach is not remedied within the 30 (thirty) Days of the Company receiving notice specifying the breach and requiring it to be remedied

14.7. The Company shall not be liable to you for compensation, reimbursement, or damages of any kind, direct or indirect, including damages on account of the loss of prospective profits, anticipated sales, goodwill, or on account of expenditures, investments, or commitments in connection with the use of the Service by the Merchant, or in connection with any termination or suspension of the Service.

14.8. Upon termination of this Agreement for any reason:

1. you will remain liable for all fees, charges and other payment obligations that have been incurred through the date of termination with respect to the Service;
2. all license or other rights granted to you under this Agreement will immediately terminate;
3. you will return or destroy and cease use of all Pathao Pay Materials and Trademarks; and
4. your access to the Site will be terminated.

14.9. In addition to any payment obligations under this Agreement, obligations relating to intellectual property and confidentiality shall survive and remain in effect in accordance with the Terms and Conditions.

15. INTELLECTUAL PROPERTY

15.1. All logos, custom graphics, trademarks, URLs, etc. related to Pathao Pay Services, all contents included in this App including but not limited to its code, UX design, texts, graphics, logos, button icons, images, audio clips, digital download, data compilations, and software (Intellectual Property Rights) are the exclusive property of Pathao Pay and protected by Bangladesh and International Copyright Laws.

15.2. All Intellectual Property Rights owned by Pathao Pay shall not be copied or used without the written consent of the Company.

15.3. Unless expressly stated herein, nothing in this agreement shall be deemed to confer any assignment or license of the intellectual property rights of the Company to the Merchant and all the intellectual property rights of the parties shall remain the property of the respective parties and the other party is only permitted to use the intellectual property rights in the manner specified in this Agreement or contained in the written instructions issued by the respective parties, or as agreed by the parties in writing.

15.4. The Parties shall comply with all specific instructions from the other party and procedures pertaining to the intellectual property rights prescribed by the Parties from time to time, and shall obtain written approval of the other Party in the manner set out herein for all advertisements, publications and communications including or referring to the intellectual property rights.

16. REPRESENTATION AND WARRANTIES

16.1. Each Party represents and warrants that it has all necessary statutory and regulatory permissions, approvals, permits and license(s) for the running and the operation of its establishment and for the conduct of its business, more particularly, for performing its obligations under this Agreement;

16.2. Each Party represents and warrants in relation to the other Parties that:

1. The execution of this Agreement and the performance of its obligations under this Agreement and the implementations of the terms and conditions contemplated hereby do not constitute a breach of any agreement, arrangement or understanding, oral or written, entered into by it with any third party;
2. The execution of this Agreement and the performance of its obligations under this Agreement and implementation of terms and conditions contemplated hereby are not a violation of any statute, regulation, rule, order, decree, injunction, or any other restriction of any government agency or court of law or of any regulations authority to which it is subject or of any of the provisions of its constitutional documents.

17. FORCE MAJEURE

17.1. The term 'Force Majeure' as employed herein shall include but not limited to acts of God, acts of the public enemy, wars, riots, epidemics, pandemics, civil disturbances, changes of law, and any other similar events, not within the control of either party and which by the exercise of due diligence neither party is able to overcome.

17.2. If either party is temporarily unable by reason of force majeure to meet any of its obligations under the agreement, and if such party gives to the other party written notice of the event within fourteen (14) days after its occurrence, such obligations of the party shall be suspended as it is unable to perform by reason of the event as long as the inability continues for a maximum period of 90 (ninety) days.

17.3. Neither party shall be liable to the other party for loss or damage sustained by such other party arising from any event or delays arising from such event.

18. INDEMNIFICATION

18.1. The Merchant agrees, understands and undertakes to protect, defend, hold harmless, indemnify and keep the Company and its shareholders, directors, employees and officers fully indemnified of, from and against any and all claims, losses, damages, liabilities, obligations, demands, penalties, actions, causes of action, proceedings, judgments, suits, costs and expenses of any kind (including attorneys' fees and costs and/or regulatory action) and howsoever arising which are imposed or may be imposed on, incurred or that may be incurred, asserted or which may be asserted against, suffered or that may be suffered by the Company or be required to be paid by reason of or as a result of the Company's compliance with the use of the Pathao Pay Services by the Merchant and to fully, irrevocably and forever waive, release and discharge and relieve the Company from any and all claims, obligations and rights whatsoever and howsoever arising, that the Merchant may have against the Company (if any) by reason of or as a result of the Company's compliance with your use of the Services.

18.2. The Merchant hereby further undertakes that it shall defend, indemnify and hold the Company and its affiliates, directors, members, officers, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs and/or regulatory action) arising out of or in connection with its:

1. use of the Service
2. violation or breach of any of the Terms and Conditions or any applicable law or regulation, whether or not referenced herein;
3. violation of any rights of any third party; and
4. misuse of the Service.

18.3. The Merchant undertakes to indemnify the Company against all losses, claims, actions, proceedings, demands, damages, costs, and expenses incurred or sustained by the Company of whatever nature and howsoever arising out of or in connection with the rendering the Payment Services, provided the Company acts in good faith.

19. AGREEMENT SURVIVAL AND AMENDMENT

19.1. If any section/provision of the agreement is rendered invalid, it will be changed or removed while the remaining sections/provision will stay valid. The Company holds the right of making any amendment to the terms of services from time to time. These modified amendments will be effective at once whenever the Company posts them to its websites or mobile application.

19.2. The Company at its sole discretion, reserves the right to terminate this agreement or any of its Services for any reason at any time by refunding all unrestricted funds in the Merchant Account.

20. ASSIGNMENT OF RIGHTS

The Merchant may not assign or transfer any rights and obligations that it has entered into by signing/agreeing with this Agreement to anyone else without the Company's written permission. The Company reserves the right to assign or transfer this Agreement or any obligation or right under this Agreement at any time.

21. DATA PRIVACY AND PERSONAL DATA PROTECTION POLICY

21.1. The Merchant explicitly and unambiguously consents to the collection, storage, use, reuse, processing and transfer or disclose, in electronic or other forms, of their personal information as collected during the Registration Process or at any subsequent stages of the Service for the exclusive purpose of the smooth completion of the Service required by them.

21.2. In connection with the collection, storage, use, reuse, processing and transfer or disclose of their personally identifiable information, the Company complies with all applicable laws relating to data privacy in Bangladesh along with its Privacy Policy available at https://pathaopay.com/privacy-policy. The Company has commercially reasonable physical, technical, organizational, and administrative security measures and policies in place including ISO and PCI DSS certifications to protect all personal information collected by it or on its behalf from and against unauthorized access, use, and/or disclosure and is committed to full compliance with the provisions of the personal data protection laws of Bangladesh.

21.3. The Merchant agrees and consents to the Company collecting, storing, using, disclosing and processing its Personal Information/Data for the purposes and in the manner as identified hereunder.

21.4. For the purposes of this Agreement, "Personal Data/Information" means information about the Merchant, from which the Merchant is personally identifiable, directly or indirectly, including but not limited to its name, name, photo identification card, Phone number, device (mobile/desktop/laptop) specifications, location data, Company account details, business information, or any information about the Merchant, which it has provided to the Company by any means that has been or may be collected, stored, used and processed by the Company.

21.5. The provision of Personal Data is voluntary. However, if the Merchant does not provide its Personal Data, its application/request to use the Pathao Pay Services may be incomplete and the Company shall not be able to process the Personal Data of the Merchant for the Purposes outlined below and may cause the Company to be unable to allow the Merchant to use the Service.

21.6. The Company may collect, store, use, disclose, and process Personal Data provided by the Merchant for the services under this Agreement which shall include, without limitation the following (the "Purposes"):

1. to perform the Company's obligations under this Agreement with you;
2. to provide you with any services pursuant to the Terms and Conditions herein;
3. process, manage or verify your application for the Service pursuant to the Terms and Conditions herein;
4. to validate and/or process payments pursuant to the Terms and Conditions herein;
5. to process any refunds, rebates and or charges pursuant to the Terms and Conditions herein;
6. to facilitate or enable any checks as may be required pursuant to the Terms and Conditions herein;
7. to develop, enhance and provide what is required pursuant to the Terms and Conditions herein to meet your needs;
8. to conduct due diligence checks, credit assessment, or evaluation with regulatory agencies;
9. for internal administrative purposes, such as auditing, data analysis, and database records;
10. for purposes of detection, prevention and prosecution of crime including in relation to its obligations under any applicable laws, regulations, guidelines or notices issued by any government or regulatory authority (whether in Bangladesh or overseas);
11. for the Company to comply with its obligations any applicable laws, regulations, guidelines or notices issued by any government or regulatory authority (whether in Bangladesh or overseas including disclosing such Personal Data to Bangladesh and overseas law enforcement agencies or courts);
12. to respond to questions, comments, and feedback from you;
13. in accordance with any applicable laws permitting the use, collection, disclosure and processing of Personal Data.

21.7. Provided that in the event the Personal Data is shared with third parties including but not limited to the Merchant's or Company's affiliate/subsidiaries companies, such third party shall be contractually obliged to provide no less protection for that data than the Company.

21.8. The Merchant hereby acknowledges that the Company reserves the right to communicate with you either by email, telephone or text message in relation to the following matters (the "Marketing Purposes"):

1. to process the Merchant's participation in any events, promotions, activities, focus groups, research studies, contests, promotions, polls, surveys or any productions and to communicate with you regarding your attendance thereto;
2. to send the Merchant alerts, newsletters, updates, mailers, promotional materials, special privileges, and festive greetings from the Company and/or its affiliate companies, its partners, advertisers, and or sponsors;
3. to send promotional IVRs, automated pre-recorded OBD, voice calls, or SMS in accordance with the guidelines and regulations of the regulatory authorities.
4. to notify and invite the Merchant to events or activities organized by the Company and/or its affiliate companies, its partners, advertisers, and or sponsors; and/or
5. to share the Personal Data provided by them amongst the affiliates and subsidiary companies of DPL (Pathao Pay).

21.9. If there are any queries or the Merchant requires any change in the Personal Data provided to the Company, the Merchant shall contact and notify the Company through the Pathao Pay Customer Care via email at [email protected].

21.10. The Company is committed to full compliance with the provisions of the personal data protection laws of Bangladesh.

22. LIMITATION OF LIABILITIES

22.1. In any event, the Company will not be liable for any loss or damage to you if any of the Services or any feature or functionality of any of the Services is not available to you, including any direct, indirect, consequential or special loss.

22.2. Examples of circumstances in which the Company will NOT be liable to you for any loss or damage resulting from the use of the Services include (but are not limited to):

1. Acting on an instruction that has been validly authenticated as coming from you but which in fact may have been given by somebody else through the fraudulent use of your Mobile Phone Number, Pathao Pay Services Password and Purchase Order, etc.; or
2. Any incompatibility between any of the Services of the Company and your equipment and systems, e.g. Smartphone, Tab, mobile subscriber system and/or software; or
3. Any machine, system or communications failure, industrial dispute or other circumstances beyond the Company's control that leads either to any of the Services being totally or partially unavailable or to instructions given via the Services not being acted upon promptly or at all; or
4. Your reliance on any financial information provided as part, or by means, of the Services; or e.Any misuse of your aforesaid equipment and/or systems by you or anyone else; or
5. Any access to information about your account(s) which is obtained by a third party;

22.3. In the event that you suffer any loss or damage as a result of using the Services, the Company shall only be liable for direct loss or damage which, in the ordinary course of events, might reasonably be expected to result from the circumstances in question and only if such loss or damage is proven, beyond reasonable doubt, to have been caused by the Company's gross negligence or willful default. Furthermore, under no circumstances whatsoever will the total liability of the Company in connection with any of the Services exceed the fees/charges actually received by the Company from you in the preceding 6 (six) months period.

22.4. The Company makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, availability, accuracy, or completeness of the Service under this Agreement.

22.5. The Company does not represent or warrant that:

1. The use of the Service and/or the Pathao Platform will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data;
2. The Service will meet the Merchant requirements or expectations;
3. Any stored data will be accurate or reliable;
4. The quality of any services, information etc. will meet your requirements or expectations; or
5. Errors or defects in the Payment Service will be corrected.

22.6. The Service is provided to the Merchant strictly on an "as is" basis.

22.7. All conditions, representations and warranties, whether express, implied, statutory or other, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-party rights, are here excluded and disclaimed to the highest and maximum extent allowed under any law of Bangladesh.

22.8. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications including the device used by the Merchant or its Customer being faulty, not connected, out of range of mobile signals or functioning incorrectly. The Company is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

22.9. To the fullest extent permitted by law, the Company shall not be liable for any claim, loss, damage, data loss, costs, or expenses incurred (whether direct or consequential), suffered or sustained by the Merchant arising from or in connection with its use of the Service.

23. ARBITRATION

23.1. Any disputes and relevant questions with respect to the construction of this agreement and the rights, responsibilities, obligations, and liabilities of the parties shall be determined in accordance with the applicable provisions of the laws of Bangladesh.

23.2. Any dispute or disagreement between the parties arising in relation to this agreement shall, at first, be resolved amicably by mutual discussion between the parties. If the parties fail to resolve any dispute amicably by mutual discussion between them within 15 (fifteen) days of time from the date such dispute is raised by a party, then such dispute shall be referred to arbitration in accordance with the provisions of the Arbitration Act, 2001 of Bangladesh.

23.3. Each party shall appoint its own arbitrator and the arbitrator of the parties so appointed shall appoint a third arbitrator. The Place of the Arbitration shall be Dhaka. The decision of the Arbitration shall be final and binding on the parties hereto.

24. PATHAO PAY TERMS AND CONDITIONS

24.1. The Service under this Agreement will be rendered in accordance with the Pathao Pay Terms and Conditions available at https://pathaopay.com/terms-and-conditions and relevant rules, regulations, circulars, and guidelines issued by Bangladesh Company and any other relevant laws of Bangladesh.

24.2. Pathao Pay reserves the right to amend, upgrade, change, or modify the Terms and Conditions, within the permissible limits of relevant laws and regulations, from time to time whenever it thinks fit and necessary without giving any notice to the Merchant.

24.3. The Merchant hereby declares that they have read and understood the Terms and Conditions governing the Pathao Pay Payment Service and agrees to comply with the same. The Merchant also confirms that they have read and understood the fees and charges and unconditionally accepts the same and shall be solely responsible for any instruction/transaction made through Pathao Pay using their Merchant Account.

24.4. The Merchant hereby undertakes and agrees that any change, addition or alteration in this Agreement or the terms of service and business of the Company shall be construed as sufficient notice to the Merchant once published in the company website or App irrespective of whether the Merchant receives individual notification or not.

25. CONTACT

For any inquiry, the Merchant can reach out to the assigned Key Account Manager (in case of a Merchant Account) or call the Merchant Support Helpline at +88 0961 0003036 or send their queries to [email protected].