terms-and-conditions-for-cbdc

TERMS AND CONDITIONS By

The merchant on-boarded with the Bank (defined hereinafter) pursuant to the application form and terms and conditions accepted by the Merchant for availing certain services, inter alia internet payment gateway services, point of sale (POS) services etc. (“Principal T&C”), whose details are mentioned in the said Principal T&C ("Merchant”).

The expression ‘Merchant’ shall include: (i) in the event that it is a company within the meaning of the Companies Act, 2013 or a Limited Liability Partnership, incorporated under the Limited Liability Partnership Act, 2008, its successors; (ii) in the event that it is a partnership firm for the purposes of the Indian Partnership Act, 1932, the partners for the time being and from time to time and their respective legal heirs, executors and administrators, legal representatives and successors; (iii) in the event that it is a sole proprietorship, the sole proprietor and his/ her legal heirs, administrators, executors and legal representatives; (iv) in the event that it is an individual, his/her legal heirs, administrators and executors; (v) in the event that it is a Hindu Undivided Family (HUF), the Karta and any or each of the members of the HUF and their survivor(s) and his/her/their respective heirs, executors and administrators; (vi) in the event that it is a Society, the members of the Society, the members of the governing body of the Society, and any new members elected, appointed or co-opted thereon; (vii) in the event that it is a Trust, the Trustee or all the Trustees for the time being thereof and from time to time and their successors.

In favour of

HDFC Bank Ltd. (“Bank” which expression, unless it be repugnant to the context or meaning thereof, shall include its successors and assigns).

WHEREAS

A. Pursuant to the Reserve Bank of India (“RBI”) press release on Operationalization of Central Bank Digital Currency – Retail (e₹-R) Pilot dated November 29, 2022 and the authorization by the RBI to the Bank, the Bank is on a Pilot Project basis, enabling Transactions by the Customers through the Bank issued Wallet using Digital Rupee (e₹). Digital Rupee (e₹) is a Token based legal tender issued by the RBI which is to be accepted as a medium of payment in digital form and which is made operational by the RBI on a Pilot Project basis pursuant to the said press release.

B. Pursuant to the RBI Circular, the Customers can make digital payments using the Digital Rupee (e₹) through the Wallet, inter alia payments for purchases from the Merchants through the QR Code of such Merchant.

C. The Merchant has entered into the Principal T&C. The Merchant hereby agrees to and accepts these terms and conditions (“Terms and Conditions”, which expression shall include any amendments, re-statements or modifications thereto and any new version number or the new title thereof shall automatically be read into this definition from the time of such acceptance) as an addendum to the Principal T&C whereby the Merchant has inter alia agrees to undertake certain obligations in addition to the Principal T&C in relation to the Transactions by the Customer through the Wallet using the Digital Rupee (e₹). These Terms and Conditions shall be in addition to and not in derogation to any other terms as stipulated by the Bank, from time to time.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Terms and Conditions, unless there is anything repugnant to the subject or context thereof, the following words/ expressions shall have the meaning as stated herein under:

“Authentication Credentials” shall mean the authentication factors and log in credentials which may be in the form of user id and password or one time password or other similar form factors generated for the Merchant’s log in to the Portal and/or the SHUB Vyapaar App.

“Bank Registered Contact” shall mean the mobile number and/or email id of the Merchant registered with the Bank.

“Customer” shall have the meaning assigned to the term in clause 5.3 hereof.

“Digital Rupee” shall mean the Token based legal tender issued by the Reserve Bank of India (RBI) to be accepted as a medium of payment in digital form and made operational on a Pilot Project basis by the RBI pursuant to the RBI Circular.

“Digital Rupee (e₹) Wallet” or “Wallet” shall mean the online wallet of the Customer enabled on the application of the Bank which shall hold the Digital Rupee (e₹) loaded thereon or received by way of a transfer from another person holding Digital Rupee (e₹).

“Link” shall mean the digital location of the web-page or electronic platform of the Bank on which these Terms and Conditions may be hosted by (or on behalf of) the Bank from time to time. For the time being, the Link is https://www.hdfcbank.com/personal/useful-links/terms-and-conditions-for-cbdc, and any change thereto shall be communicated by the Bank.

“Pilot Project” shall mean the limited release of the online application of the Bank (“App”) and the Wallet as part of a purpose of proof of concept (POC) testing environment, within a restricted closed user group pursuant to the RBI Circular and subject to the requirements and parameters prescribed by the RBI from time to time in this regard.

“QR Code” shall mean the static or dynamic QR code made available to the Merchant by the Bank upon scanning of which the Customer will be able to make payments to the Merchants using Digital Rupee (e₹).

“RBI Circular” shall collectively mean: (i) the RBI’s press release on Operationalization of Central Bank Digital Currency – Retail (e₹-R) Pilot dated November 29, 2022, as may be amended, modified, replaced and/or re-stated from time to time, and (ii) the authorization to the Bank by the RBI for undertaking the obligations of a Token Service Provider and issuing the Digital Rupee (e₹) on a Pilot Project basis.

“Security Breach” shall mean any unauthorized or wrong or wrongful use or mis-use, loss, misplacement, theft, any error or bug or virus leading to any of the same, phishing or hacking or other attack, remote access, any other breach of security, etc. (whether intentional or unintentional), of any of: (i) the Bank Registered Contact; (ii) Portal (iii) Authentication Credentials; (iv) QR Code.

“Token” shall mean a digital fiat currency issued by and representing a claim on the RBI which would function as the digital equivalent of a banknote that could be transferred electronically from one holder to another in accordance with the RBI Circular.

“Token Service Provider” shall be an entity that will obtain the Token from the RBI and distribute it to the Customers.

“Transactions” shall mean any payment for the Products made by the Customer to the Merchant using Digital Rupee (e₹) by scanning the QR Code.

1.2 The capitalized words used hereunder but not defined hereunder, shall have the same meanings which are ascribed to them in the Principal T&C.

1.3 The Transactions herein shall be deemed to have been covered under the definition of Charge Transactions under the Principal T&C.

1.4 The term ‘Payment Mechanism’ under the Principal T&C shall be deemed to include, in respect of the Transactions, the mechanism that enables the payments by the Customer to the Merchant using Digital Rupee (e₹).

1.5 The term ‘Services’ under the Principal T&C shall be deemed to include the facilitation by the Bank of the Transactions using Digital Rupee (e₹).

1.6 Without prejudice to the provisions of these Terms and Conditions and independent of the provisions of these Terms and Conditions, the Merchant agrees that the facilitation of the Transactions using the QR Code shall be deemed to be ‘Additional Form Factors’ and shall be deemed to be included with the meaning of ‘Additional Form Factors’ under the Principal T&C.

1.7 Interpretation

In these Terms and Conditions, unless the context otherwise requires:

a. the singular includes the plural, and vice versa and words of any gender are deemed to include the other genders;

b. the terms “hereof”, “herein”, “hereby”, “hereto” and derivatives or similar words refer to these Terms and Conditions;

c. references to the words “include” or “including” shall be construed without limitation;

d. reference to any paragraph or schedule shall mean a paragraph of, or a schedule to these Terms and Conditions;

e. reference to any legislation, law, circular or regulation or to any provision thereof shall include references to any such legislation, law, circular or regulation, as it may, after the date hereof, from time to time, be amended, supplemented or re-enacted, and any reference to a statutory provision shall include any subordinate legislation made, from time to time, under that provision;

f. the term “person” includes an individual, a partnership firm, a limited liability partnership, a company (as defined in section 2(20) of the Companies Act, 2013), a body corporate (as defined in section 2(11) of the Companies Act, 2013), a co-operative society, a trust, an association of persons whether incorporated or not and any other entity;

g. heading and bold typeface are used only for convenience and shall not affect the interpretation of these Terms and Conditions.

2.REQUEST FOR DIGITAL RUPEE (e₹) AND ACCEPTANCE OF TERMS AND CONDITIONS

2.1 The Merchant hereby requests the Bank to on-board the Merchant as one of the merchants in the closed user group under the Pilot Project for Digital Rupee (e₹) governed by the terms of the RBI Circular and the Terms and Conditions. Pursuant to the said request for on-boarding of the Merchant, the Merchant also requests the Bank to issue the QR Code to the Merchant and access to the Portal by the Bank where the Merchant can view the Transactions made by the Customer in favour of the Merchant.

2.2 The Merchant hereby agrees to and unconditionally accepts these Terms and Conditions in relation to the on-boarding of the Merchant as one of the merchants in the closed user group under the Pilot Project for Digital Rupee (e₹) and for receiving payments for the products/ goods/ services of the Merchant using Digital Rupee (e₹).

2.3 The Merchant hereby agrees and confirms that any of the following actions undertaken by the Merchant, itself or on its behalf, shall amount to the request by the Merchant as specified in clause 2.1 and unconditional acceptance and consent to these Terms and Conditions:

1. Any display of the QR Code for CBDR-R in the Merchant’s store/ premises;

2. The Merchant allows any customer to undertake a purchase using the QR Code;

3. Sale of goods/ services to the Customer using Tokens;

4. Any access the Portal by the Merchant;

5. Any access/ view the CBDC-R transactions listed on the ‘SHUB Vyapaar App’ by the Merchant.

2.4 The Merchant accepts the instructions in relation to the ‘Additional Form Factors’ as per the link received by the Merchant by email from the Bank, which are also captured in these Terms and Conditions.

3. TRANSACTIONS USING DIGITAL RUPEE (e₹)

3.1 Subject to the terms and conditions hereof and the applicable RBI circulars, regulations and/or guidelines, from time to time, the following shall be applicable to Digital Rupee (e₹):

i. The Digital Rupee (e₹) will be issued in the form of Tokens and the Bank is performing the functions of a Token Service Provider for the purposes of Digital Rupee (e₹) and the Wallet.

ii. The Digital Rupee (e₹) shall be exchangeable one-to-one at par with the fiat currency.

iii. The Digital Rupee (e₹) will be of the denominations as available with the Bank or as per its discretion.

iv. The Digital Rupee (e₹) shall be transferable electronically from one holder to another.

v. The Digital Rupee (e₹) shall be bearer-instruments, therefore whosoever holds the Digital Rupee (e₹) at a given point in time would be presumed to own them.

vi. The Digital Rupee (e₹) shall be issued in fixed denominations as prescribed by the RBI.

vii. The Digital Rupee (e₹) shall be non-interest bearing.

viii. Where any transaction requires any lower denominations then the Bank shall at its discretion replace a Digital Rupee (e₹) of a higher denomination with change consisting of lower denomination Digital Rupees (e₹).

ix. The Digital Rupee (e₹) can be used by the Customer only for retail usage.

x. The Digital Rupee (e₹) received by the Merchant pursuant to the Transactions shall be deemed to be a part of the Merchant’s Account.

3.2 The Bank may at its sole discretion and subject to the requirements and instructions of RBI to approve/ reject any Transaction or payment request of the Customer at any time, without providing any reason for the same.

3.3 The Bank has the right to share the details of the Transactions and records with RBI and/or the PSO. The Bank has the right to fetch the Account details of the Merchant for the purposes of credit of the Digital Rupee (e₹) paid to the Merchant by the Customer for the Transactions and to link the Account to the Digital Rupees (e₹) paid to the Merchant. The Merchant authorises the Bank accordingly.

3.4 The Digital Rupee (e₹) and the Portal is only being made available to it for a limited period of the Pilot Project and that the Bank shall decide the periodicity of the Digital Rupee (e₹) and the Portal at its sole discretion and subject to the RBI guidelines, regulations and prescriptions, and the Bank shall, at its sole discretion and subject to the requirements and instructions of the RBI, suspend and/or discontinue the access of the Merchant to the Portal or the Digital Rupees (e₹) once the period of the Pilot Project expires or at any time prior to that, without a need for any permission from or notice to the Merchant (“Expiration of the Wallet”).

3.5 The Merchant shall comply with the RBI Circular and shall take the necessary steps to comply with the same as per the Bank’s interpretation as required by the Bank, from time to time.

3.6 The process in relation to the Transactions shall be as prescribed by the Bank from time to time.

4. APPLICATION AND REGISTRATION

4.1 The Bank may, at its sole discretion, enable the Transactions to the Merchants using Digital Rupees (e₹) subject to the Merchant fulfilling the requirements as prescribed by the Bank from time to time in this regard including ‘know your customer’ (KYC) requirements.

4.2 The Bank may also provide the Merchant with access to an online web portal or a page/ section within the SHUB Vyaapar App provided to the Merchant (“Portal”) where the Merchant can view the details of the Transactions made in favour of the Merchant by the Customer using Digital Rupees (e₹).

4.3 The acceptance of any request for on-boarding for the Pilot Project and permitting the access to the Portal and to the Digital Rupee (e₹) shall be the sole prerogative of the Bank and nothing contained in these Terms and Conditions should be construed as obliging the Bank to permit the use of the Digital Rupee (e₹) to any person.

5. LIMITATIONS/ RESTRICTIONS

5.1 The QR Code and Digital Rupee (e₹) is being made available to the Merchant by the Bank as part of a limited offering and Pilot Project release of the same and any access/ use of the QR Code including acceptance of any Transactions using Digital Rupee (e₹) shall be governed by the RBI Framework, RBI Approval and shall be subject to the parameters, requirements, limits and/or restrictions prescribed by the RBI and/or by the Bank, from time to time.

5.2 The QR Code and Transactions using Digital Rupee (e₹) shall be permitted only through a limited set of Merchants selected as per the requirements of the Bank at its sole discretion.

5.3 The QR Code and Digital Rupee (e₹) will not be accessible to the public and shall only be permitted for select users chosen as per the requirements of the Bank at the sole discretion of the Bank (each permitted user of the App/ Wallet, a “Customer”).

5.4 The Transactions will not be accessible through all banks and shall be permitted only through a limited set of banks as prescribed by the RBI.

5.5 The Bank may, at its sole discretion and subject to the requirements and instructions from RBI, impose restrictions and/or limits on the denominations in which the Digital Rupee (e₹) are made available and/or undertaking Transactions using Digital Rupee (e₹), prescribe the types of Transactions, Transaction limits, Transaction modes, Merchants/ Merchant establishments, minimum or maximum value of Transactions , the types of devices, types of operating systems on the devices and/or types of services, geography/ locations in which the Portal can be accessed etc. The Bank may also advise the availability/non-availability of any particular denomination of the Digital Rupee (e₹), service, Transaction, Merchant, Merchant establishment, etc. from time to time.

5.6 The Merchant shall not use the Portal, QR Code and Digital Rupee (e₹):

a. in a manner that violates any local, state, national, foreign, or international statute, regulation, rule order, treaty or other law;

b. to impersonate any person or entity or otherwise misrepresent the Merchant’s affiliation with a person or entity;

c. to upload, post, email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, torturous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

d. to reverse engineer, modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information or software obtained from the Portal; and/or

e. to interfere with or disrupt the Portal or servers or networks connected to the Portal.

5.7 The Merchant shall not:

a. be able to use the Digital Rupee in any way or to exchange it for the rupee value of the Digital Rupees (e₹), save and except as provided in clause 7.1 where the Bank credits it to the Account;

b. use any data mining, robots, or similar data gathering or extraction methods in connection with the Portal; and

c. attempt to gain unauthorized access to any portion of the Portal or any other accounts, computer systems, or networks connected to the Portal, whether through hacking, password mining, or any other means.

5.8 The Portal is provided to the Merchant on an ‘as is’ and ‘as available’ basis and the entire risk as to the quality and performance of the Portal is with the Merchant.

6. MERCHANT REPRESENATIONS

6.1 The Merchant hereby represents to the Bank, as under:

If the Merchant is an individual/ sole proprietor:

a. The Merchant is an individual;

b. The Merchant is a major;

c. The Merchant is of sound mind, solvent and competent to contract;

d. The Merchant is a resident of India;

e. The Merchant is present within the territory of India at the time of using the QR Code, the Portal and undertaking any Transactions; and

f. The Merchant is an existing customer of the Bank and holds a full KYC compliant bank account with the Bank (“Account”) and such Account is not frozen, non-operational or dormant.

If the Merchant is a body corporate:

a. The Merchant is duly organised, validly existing and in good standing, under the laws of the jurisdiction of its incorporation;

b. The person accepting these Terms and Conditions on behalf of the Merchant has all the requisite power and authority to execute, deliver and perform its obligations under these presents and to comply with the terms and conditions contained herein;

c. The Merchant has validly executed these Terms and Conditionsand delivered and constituted a legal, valid and binding obligation of such party, enforceable in accordance with the terms herein contained;

d. The authorized representative(s) of the Merchant is/are present within the territory of India at the time of accessing the Portal and accepting Transactions using the QR Code; and

e. The Merchant is an existing customer of the Bank and holds a full KYC compliant Account with the Bank and such Account is not frozen, non-operational or dormant.

6.2 The Merchant shall be bound by the privacy policy of the Bank available at www.hdfcbank.com.

6.3 The Merchant has understood the risks, limitations, restrictions and Terms and Conditions applicable to the Pilot Project and the Merchant has chosen to apply for the QR Code and Portal at its sole discretion and pursuant to the Merchant’s independent assessment and decision and that no person has made any warranty, guarantee in relation to the Digital Rupee (e₹) and Transactions to the Merchant or induced the Merchant to opt or apply for the same.

6.4 The Merchant shall ensure that the Merchant delivers the Product(s) to the Customer and that the Product(s) delivered by the Merchant to the Customer are free from defects and subject to usual and/or necessary warranties and guarantees. The Bank shall not be liable for any disputes with respect to the delivery/ provision of the Product, and/or any other Product related disputes with the Customer and that the same shall be an independent matter between the Merchant and the Customer.

7. PAYMENT TO MERCHANT’S ACCOUNT

7.1 The Transactions shall be made to the Merchant by the Customer in Digital Rupee (e₹) and the Bank will come out a facility for redeeming the Digital Rupee (e₹) Tokens for getting the cash equivalent credited into the Merchant’s Account, in which case the Merchant shall be required to follow the mechanism that will be specified by the Bank in this regard. However, till such time such facility is enabled or till such further time, as the Bank deems fit, the Bank shall be entitled to automatically without requiring any action on behalf of the Merchant credit the rupee value of the Digital Rupees (e₹) to the Merchant’s Accounton the same day subject to the working hours of the Bank or on the succeeding working day of the Bank.

7.2 Any refund or reversal of funds in relation to a Transaction shall be affected in the Account only.

8. BANK’S RIGHTS

8.1 The Bank has the right to process, share and/or display the personal data and/or sensitive personal data or information of the Merchant and/or its representatives including but not limited to name, phone number, age, gender, address, etc. transaction data including Merchant details, number of Transactions undertaken in favour of the Merchant, value of the Transactions, app usage details, location details, details of settlement to the Merchant’s Account, device details, time of transactions etc. account number (in masked form or otherwise), name, type of account, account balance, transaction details, wallet balance, etc. (“Information”).

8.2 The Bank has the right to use the Information for undertaking behavioural projections, profiling, obtaining analytical results, reports, on its own or through third parties, including through any algorithms, analytics, software, automations, anonymisation, coding, profiling etc., and whether such derivative is from the information collected from you or in combination with any other information sourced from any other person, database or source (our own or of third parties) whether sourced internally or externally (“Derivative Data”).

8.3 The Bank has the right to publish such Derivative Data on its website/ platforms, etc.

8.4 The Bank may engage third party vendors, service providers, sub-contractors, partners, etc. (“Vendors”) for providing the Portal and/or any functionality thereunder including collection of Application, sourcing, lead generation, market analysis, customer service, app development, technical integration, functionality development, maintenance, processing of Derivate Data etc.

8.5 The Bank has the right to report any suspicious or fraudulent activities in the Transactions to law enforcement agencies or other regulatory authorities.

8.6 The Bank has the right to share and receive the Information and/or Derivative Data of the Merchant with such Vendors, the RBI and/or third parties, from time to time.

8.7 The Bank has the right to disclose, exchange, share or part with any Information and Derivative Data inter alia payment history information to and between its the branches, subsidiaries, affiliates, representatives, auditors, sub-contractors, service providers, other banks/ financial institution, credit bureaus, regulators and governmental authorities as may be deemed necessary by the Bank and neither the Bank nor the abovementioned entities shall be liable for the use of such information.

8.8 The Bank has the right to through itself or Vendors make calls and send messages including auto-dialled and/or pre-recorded messages, to the Merchant at any time, on the telephone number/contact information provided by the Merchant. Such communications via SMS and/or voice call shall be deemed to be (a) ‘transactional’ and not an ‘unsolicited commercial communication’ as per the guidelines of Telecom Regulatory Authority of India (TRAI); and (b) in compliance with the relevant guidelines of TRAI or such other authority in India and abroad.

9. SECURITY MEASURES

9.1 The Merchant shall ensure that it must:

a) use the Portal securely, including but not limited to keeping its Authentication Credentials fully and strictly confidential and shall under no circumstance reveal any of the password(s) to any other person;

b) commit the password to memory and not record any of them in a written or electronic form;

c) not let any unauthorized person have access to the Portal;

d) put in place a passcode or password or PIN or a security key of similar nature to lock/ restrict access to the Portal and secure it from any unauthorized access and not share such passcode/ password/ PIN/ security key with any other person;

e) take adequate precautions from any ransomware, malware, virus or any other security threat from entering the Portal, including installing adequate anti-virus protection; and

f) not let any unauthorized person have access to the QR Code.

9.2 The Merchant shall at all times be solely responsible for the protection and safekeep of the QR Code and the security details and Authentication Credentials as mentioned hereinabove and the Bank shall in no manner be liable for any direct or indirect or consequential or other loss occurring on out of any action or omission because of compromise of the same. The Bank assumes no liability whatsoever in case of any event of such compromise of the Portal or Bank Registered Contact or occurrence of a Security Breach and the Bank shall not be held responsible for any such event or Security Breach.

9.3 Any person having access to any such email/phone number/Authentication Credentials/ Bank Registered Contact shall be deemed to be duly authorised by the Merchant and acting for and on behalf of the Merchant, with the authority and intention to bind the Merchant irrevocably with any actions pursuant thereto including the acceptance of these Terms and Conditions, vis-à-vis the Bank.

10. RISKS

The Transactions and any use of the QR Code shall be at the Merchant’s own risk and the Merchant shall not hold the Bank responsible or liable for any of the risks including but not limited to the following and the Merchant shall be bound by the following:

10.1 Risks in relation to third parties

The issue of the Digital Rupee (e₹) and the completion of the Transactions is dependent on certain third parties including the RBI, the Payment System Operator (PSO), other banks, merchants etc. and on the availability of network, accessibility of the services provided by such third parties. The Bank shall not be liable for any delay, time-lags, network issues, non-fulfillment or failure of any Transaction owing to any down-time, service issues or failure of any third parties.

10.2 Testing in Pilot Project:

The Transactions are enabled in a testing environment and there may be failures, time lags, discrepancies in the Digital Rupee (e₹) balance on the Portal, Transaction details appearing on the Portal, working of the QR Code, Portal and functionalities therein etc. and the Merchant has understood these risks at the time of on-boarding and submitting the Application and understood their implications. The Bank shall not be responsible for any losses, failures, time lags, etc. during the pilot run of the Transactions using Digital Rupee (e₹).

10.3 Misuse of Password:

In case of a Security Breach or if any third person obtains access to the Customer's SIM card linked to the Bank Registered Contact, such third party may be in a position to access the information in relation to the Digital Rupees (e₹) and Transactions as well as access the Information including account related information of the Merchant, which may be confidential in nature such as the balance of Digital Rupees (e₹), summary of Transactions, etc. of the Merchant. The Merchant shall at all times ensure that the terms and conditions applicable to the use of the password and security of SIM card and the Bank Registered Contacts of the Merchant are strictly complied with at all times.

10.4 Internet Frauds:

The internet per se is susceptible to a number of frauds, misuse, hacking, phishing and other actions which could threaten the security of the information available to the Merchant while accessing the Portal or undertaking the Transactions using QR Code. While the Bank shall aim to provide security to prevent the same, it cannot guarantee any safeguard from such internet frauds, hacking, phishing and other actions which could affect any instruction(s) given to the Bank in relation to the Transactions. The Merchant has evaluated all risks arising out of the same.

10.5 Mistakes and Errors:

For giving effect to the Transactions, the Bank would require proper, accurate and complete details to be provided to the Bank in the form and manner prescribed by the Bank. Any instruction given/ confirmed by the Merchant for a Transaction is irrevocable. The Bank is providing the QR Code and the Digital Rupee (e₹) based Transactions to the Merchant at the Merchant’s sole risk. The Bank shall not be liable for any loss, damages or consequences whatsoever arising due to any erroneous or incomplete information by the Merchant or the Customer or any other user of the Digital Rupee (e₹) or any or failure delay in executing the instructions for reasons beyond the control of the Bank. The Merchant shall be liable and responsible to Bank and accede to accept the Bank's instructions without questions for any unfair or unjust gain obtained by him in the course of the Transactions.

10.6 Technology Risks:

The technology for enabling the Portal offered by the Bank or the RBI or its Payment System Operator (PSO) could be affected by ransomware, virus or other malicious, destructive or corrupting code, programme or macro or any other security threat. It may also be possible that the RBI/ the PSO may require maintenance and during such time it may not be possible to process the request of the Customers/Merchant. This could result in delays in the processing of instructions or failure in the processing of instructions and other such failures and inability. The Bank disclaims all and any liability, whether direct or indirect, whether arising out of loss of profit or otherwise arising out of any failure or inability by the Bank to honour any instruction of the Merchant for whatsoever reason.

10.7 The Bank shall not be responsible for any of the aforesaid risks. The Bank hereby disclaims all liability in respect of the said risks.

11. SUSPENSION OF ACCESS

11.1 The continued access of the Merchant of the Portal and/or the QR Code shall be subject to the Bank’s eligibility criteria, internal checks and parameters and internal processes and policies as prescribed by it from time to time as well as the criteria and requirements as may be prescribed by the RBI from time to time.

11.2 The Merchant’s access to the Digital Rupees (e₹), Portal and the QR Code will automatically terminate if the Merchant’s Account is closed.

11.3 The Bank shall also be entitled to withdraw/ discontinue/ suspend/ terminate/ disallow the use of the Portal, the QR Code and/or any functionality thereunder at any time, at its sole discretion as well as required and instructed by the RBI, without need for any permission from or notice to the Merchant.

11.4 The Bank may suspend or not fulfil any Transaction and/or any access to the Portal and QR Code, without notice, where Bank considers it necessary or advisable to do so, for example in case of a suspected breach of security, fraudulent or suspicious activity, excess volume of Transactions etc.

12. DE-REGISTRATION

The Merchant shall have the option to opt-out or de-register from the Pilot Project as per the process prescribed by the Bank from time to time. Upon such de-registration the Merchant’s access to the Portal and QR Code shall be terminated.

13. STATEMENTS AND RECORDS

13.1 All records maintained by the Bank, whether in electronic or documentary form, in respect of the Application and the Transactions undertaken thereon, shall as against the Merchant, be deemed to be conclusive evidence.

13.2 The Bank shall not be liable to provide copies of the Transaction records in the form of physical statements to any Merchant with respect to any Transaction and the Merchant will only receive transactional alerts through short message service message on the mobile number registered by the Merchant with the Bank.

13.3 In the event any Transaction is not displayed in the Merchant’s Portal due to technical considerations, the Bank shall not be liable for the same.

13.4 The Merchant shall maintain records of the Transactions and shall submit the same to the Bank, as and when required by the Bank, in the form and manner as may be required by it.

14. INDEMNITY

14.1 In consideration of the Bank providing the Merchant with access to the Portal and QR Code, the indemnification provided by the Merchant in the Principal T&C shall mutatis mutandis apply against all actions, claims, suits, demands, proceedings, losses, damages, personal injury, costs, charges and expenses of any nature whatsoever which the Bank and its officers, directors, employees, shareholders, agents, consultants and other representatives may, at any time, incur, sustain, suffer or be put to incur, sustain or suffer, as a consequence of, or by reason of or arising out of: (a) use of the Portal/ QR Code by the Merchant; (b) breach or non-compliance by the Merchant of the these Terms and Conditions or any applicable law relating to the subject matter hereof; (c) any claim made or proceeding commenced by any third party against the Bank, in relation to or in connection with the Transactions thereon; (d) any malicious use of any Token or manipulation of the Digital Rupee (e₹) ecosystem; and/or (e) Product related disputes.

15. EXCLUSION FROM LIABILITY

15.1 Since the Wallet and Digital Rupee (e₹) are being released as part of the Pilot Project of the Bank as prescribed by the RBI, there may be restrictions on the payments made by the Customer using Digital Rupee (e₹), value of Transactions, modes of loading/ unloading the Wallet, undertaking the Transactions, denominations of the Digital Rupee (e₹), types of Merchant establishments where the Transactions can be undertaken, geography/ locations in which the QR Code/ Portal/ Wallet/ App can be accessed and Transactions can be undertaken, etc. and the Bank shall not be responsible or liable for any losses that the Merchant may face as a result of such restrictions or limitations.

15.2 Without prejudice to any other provisions of these Terms and Conditions, the Bank shall not be liable to the Merchant for any loss or damage whatsoever or however caused or arising (including to any joint account holders and/or any third parties), whether directly or indirectly, in connection with the Customer’s Wallet, Transaction and/or these Terms and Conditions, including any loss or damage arising from: (a) any Security Breach; (b) any defect or issues in respect of any Customer; (c) the refusal of any person to honour any Transaction; and/or (d) any interruption or stoppage in the Merchant's access to the Portal or the QR Code.

15.3 The Bank shall not be liable for any disputes with respect to the delivery/ provision of the Product, and/or any other Product related disputes with the Customer and that the same shall be an independent matter between the Merchant and the Customer.

15.4 The Bank expressly disclaims all warranties of any kind, whether express, implied, or statutory, with respect to the Portal and the QR Code, including but not limited to, any implied or statutory warranties of merchantability, fitness for a particular use or purpose, title, and non-infringement of intellectual property rights.

15.5 The Bank makes no warranty that the Portal or the QR Code will meet the Merchant’s requirements or that defects in the Portal or the QR Code will be corrected.

15.6 The Bank makes no warranty as to the results that may be obtained from the use of the Portal or as to the accuracy, quality or reliability of any data, instructions, information and advice obtained through the Portal. No advice or information, whether oral or written, obtained by the Customer through the Portal or the Bank, its parents, subsidiaries, or other service providers (or the respective officers, directors, employees, or agents of any such entities) shall create any warranty.

16. GRIEVANCES

16.1 The Merchant shall immediately inform the Bank, by contacting the Customer Care number as mentioned on website www.hdfcbank.com, if any irregularities or discrepancies exist in such Transaction or if such Merchant has any query or compliant in relation to the Transaction.

16.2 In case of loss or theft of the linked cards, QR Code or Authentication Credentials or if any fraud or abuse is detected, the Merchant shall immediately inform the Bank by contacting the Customer Care number and following the procedure as mentioned on website www.hdfcbank.com.

16.3 In order to be enable the Bank to investigate and respond to any complaints/ query raised by the Merchant in terms of these Terms and Conditions, the Merchant shall be required to provide the Bank with all such information and documents as may be required by the Bank in this regard.

16.4 Please note that the Bank does not ask its customers for any confidential information, and therefore Merchant/s must not share any information of a confidential nature including, but not limited to passwords, user-ID’s, etc., to any person who asks for the same.

16.5 For full details regarding our complaints procedure, please refer to the Bank’s website. Please note that the Customer Care numbers shall be as updated on the Bank’s website, from time to time.

17. NOTIFICATION OF CHANGES

17.1 The Bank shall have the absolute discretion to, at any point of time, (a) undertake an Updation of these Terms and Conditions; and/ or (b) change any feature and/ or benefit offered in relation to the Digital Rupee(e₹). Notwithstanding anything to the contrary contained in the Principal T&C, the Bank shall host the Updation of the Terms and Conditions, at the Link, and such updated Terms and Conditions shall be applicable from the time the Bank so hosts the same unless explicitly specified by the Bank therein otherwise. The Merchant shall be responsible for apprising itself with the updated Terms and Conditions, from time to time. The first use by the Merchant of the Portal, QR Code and/or first undertaking or acceptance by the Merchant of any of the Transactions or first use by the Merchant of any new functionality or form factors that may be introduced by the Bank, post such Updation, shall by itself and without any further act, deed or writing on the part of the Merchant, amount to the unconditional and irrevocable acceptance by the Merchant of such amended, re-stated or modified Terms and Conditions, as the case may be.

17.2 The Bank may, for provision of the Digital Rupee (e₹) utilise such third party subcontractor(s)/ service providers as it may deem fit.

18. DECLARATION

18.1 By signing the Addendum the Merchant shall be deemed to agree and confirm as under:

a. That the Merchant has carefully read these Terms and Conditions as applicable to the Digital Rupee (e₹), QR Code and the Transactions and agreed to and accepted the same and that the form for the Application submitted by the Merchant to the Bank, if any, has been filled by the Merchant/ its authorised representative(s), as the case may be.

b. That all the particulars and information provided to the Bank (including all documents referred or provided therewith) are true, correct, complete and up-to-date in all respects, and the Merchant has not withheld any information. The Merchant shall inform the Bank immediately regarding any change in any of the information provided by the Merchant in the Application.

c. The Merchant shall provide all such further information that the Bank may require, from time to time.

d. The Bank has the unqualified right to reject the Merchant’s Application without providing any reason. The has the right to retain the Application and all documents provided therewith. The Merchant is aware that the submission of the completed Application, this declaration and all other documents/ information that the Bank may require, does not result in automatic or deemed approval by the Bank for the QR Code/ Portal, the provision of which shall be at the sole discretion of the Bank. The Merchant shall not hold the Bank liable for any loss, damage or delay caused to the Merchant due to the Bank rejecting its Application. The Bank's decision in this regard shall be final.

e. The Bank or its agents to have the right make all references and enquiries which the Bank may consider necessary in respect of or in relation to any information provided in the Application, and the Merchant shall provide full co-operation in this regard.

f. The Bank has the right to exchange, share or part with all the information, data or documents relating to the Application, with other its group companies, other banks, financial institutions, credit bureaus, agencies, regulator, governmental authorities or such other persons as the Bank may deem necessary or appropriate, for processing of the said information/ data by such persons or otherwise for any other use/ purpose, and the Merchant shall not hold the Bank liable for the use/ sharing of such information by either the Bank or such third parties.

g. The Bank has the right to debit any and all amounts as may become payable by the Merchant in respect of the Transactions as per these Terms and Conditions from the Merchant’s Account and/or from the Digital Rupees (e₹) paid/ payable to the Merchant.

19. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

The Bank expressly reserves all intellectual property rights in the Portal and any associated services, text, photographs, images, illustrations, designs, icons, programs, video clips, products, processes, technology, content and any other materials, which form a part of the Portal. Access to the Portal in general does not confer and shall not be considered as conferring upon anyone any license under any of the Bank’s or any third party’s intellectual property rights. All rights, including copyright, in the Portal are owned by or licensed to the Bank. Any use of the Portal or its contents, including copying or storing it or them in whole or part, other than for the Merchant’s own personal, non-commercial use is prohibited without the permission of the Bank.

20. Notwithstanding anything to the contrary contained in the Principal Agreement, the Merchant hereby accepts that the Terms and Conditions may be amended, re-stated and/or modified by the Bank from time to time. The Bank shall host (“Updation”) the updated Terms and Conditions upon such amendment, re-statement or the modification, as the case may be, on the Bank’s website, and such updated Terms and Conditions shall be applicable from the time the Bank so hosts the same unless explicitly specified by the Bank therein otherwise. The Merchant shall be responsible for apprising itself with the updated Terms and Conditions, from time to time. The Merchant hereby agrees that the first use by the Merchant of the Portal, QR Code and/or first undertaking or acceptance by the Merchant of any of the Transactions or first use by the Merchant of any new functionality or form factors that may be introduced by the Bank, post such Updation, shall by itself and without any further act, deed or writing on the part of the Merchant, amount to the unconditional and irrevocable acceptance by the Merchant of such amended, re-stated or modified Terms and Conditions, as the case may be.

21. These Terms and Conditions shall be read in conjunction with the Principal Agreement, and the Terms and Conditions shall be deemed to be a part and parcel of the Principal Agreement and shall be deemed to have been incorporated herein by reference.

22. These Terms and Conditions amend the Principal Agreement and are in addition to the Principal Agreement and the terms and conditions of the Principal Agreement shall apply hereto mutatis mutandis and shall be deemed to have been incorporated herein.

23. Save and except as modified pursuant to these Terms and Conditions, all other terms and conditions of the Principal Agreement shall remain unchanged and valid and subsisting and in full force and effect and shall be binding on the Parties thereto.

24. Without limiting the generality of the above, it is clarified that the provisions on Confidentiality, Notices, Governing Law and Jurisdiction in the Principal Agreement shall be mutatis mutandis applicable to these Terms and Conditions, except to the extent as amended herein.

25. In the event of any inconsistency or conflict in the provisions of the Principal Agreement and these Terms and Conditions, the provisions of these Terms and Conditions shall prevail to the extent of such inconsistency or conflict.

INSTRUCTIONS

Pursuant to the Reserve Bank of India (RBI)’s pilot project for the Central Bank Digital Currency – Retail (“CBDC-R”) governed by the requirements and terms prescribed by the Reserve Bank of India and the Terms and Conditions (“Terms and Conditions”) prescribed by the HDFC Bank Limited (“Bank”), the Merchant is being on boarded as one of the merchant’s in the closed user group, in this regard, the following instructions (“Instructions”) from the Bank shall be applicable to the Merchant:

1. Any Transaction undertaken using CBDC-R shall be deemed to constitute an ‘Additional Form Factor’ and fall within the meaning of ‘Additional Form Factors’ under the Smarthub Terms and Conditions applicable to the Merchant.

2. The Merchant shall comply with the RBI Circular at all times and shall take the necessary steps to comply with the same as per the Bank’s interpretation as required by the Bank, from time to time.

3. The Merchant shall comply with all instructions and requirements as may be prescribed by the Bank in relation to the Transactions including the Terms and Conditions and any amendments, modifications, restatements and/or changes in relation to the same.

4. The Merchant shall adhere to the processes in relation to the Transactions shall be as prescribed by the Bank from time to time.

5. The Merchant shall not use the Portal, QR Code and Digital Rupee (e₹):

a. in a manner that violates any local, state, national, foreign, or international statute, regulation, rule order, treaty or other law;

b. to impersonate any person or entity or otherwise misrepresent the Merchant’s affiliation with a person or entity;

e. to interfere with or disrupt the Portal or servers or networks connected to the Portal.

6. The Merchant shall not:

a. be able to use the Digital Rupee in any way or to exchange it for the rupee value of the Digital Rupees (e₹), save and except as provided in clause 6.1 where the Bank credits it to the Account;

b. use any data mining, robots, or similar data gathering or extraction methods in connection with the Portal; and

7. The Merchant shall not use the Transactions for sale of any goods or services prohibited under Applicable Law, any illegal, immoral, anti-social, speculative activity including for providing any goods or services banned by the Bank and/or the RBI and/or any governmental or regulatory authority, from time to time.

8. The Merchant shall adhere to all restrictions and/or limits imposed by the Bank in relation to the Transactions, including limits on the denominations in which the Digital Rupee (e₹) are made available and/or undertaking Transactions using Digital Rupee (e₹), types of Transactions, Transaction modes, Merchants/ Merchant establishments, minimum or maximum value of Transactions, the types of devices, types of operating systems on the devices and/or types of services, geography/ locations in which the Portal can be accessed etc.

9. The Merchant shall ensure that the Merchant delivers the Product(s) to the Customer and that the Product(s) delivered by the Merchant to the Customer are free from defects and subject to usual and/or necessary warranties and guarantees. The Bank shall not be liable for any disputes with respect to the delivery/ provision of the Product, and/or any other Product related disputes with the Customer and that the same shall be an independent matter between the Merchant and the Customer.

10. The Merchant shall ensure that it must:

b) commit the password to memory and not record any of them in a written or electronic form;

c) not let any unauthorized person have access to the Portal;

e) take adequate precautions from any ransomware, malware, virus or any other security threat from entering the Portal, including installing adequate anti-virus protection; and

f) not let any unauthorized person have access to the QR Code.

11. The Merchant shall ensure the protection and safekeep of the QR Code and the security details and Authentication Credentials as mentioned hereinabove.

12. Save and except as modified pursuant to the Terms and Conditions, the Merchant shall comply with all other terms and conditions of the Principal Agreement including in relation to the Transactions and the QR Code.

13. All the terms and conditions and requirements prescribed in the Principal T&C in relation to Charge Transactions, Payment Mechanism and Services shall mutatis mutandis be applicable to the Transactions and the payments by the Customer to the Merchant using Digital Rupee (e₹) and the Merchant shall comply with the same at all times.

14. The Merchant shall promptly report to the Bank any issues and/or security breach in relation to the Transactions and provide the Bank with all details, information and access as may be required by the Bank in this regard.

15. These Instructions shall be unconditionally binding on the Merchant if any of the following actions are undertaken by the Merchant, itself or on its behalf:

i. Any display of the QR Code for CBDR-R in the Merchant’s store/ premises;

ii. The Merchant allows any customer to undertake a purchase using the QR Code;

iii. Sale of goods/ services to the Customer using Tokens;

iv. Any access the Portal by the Merchant;

v. Any access/ view the CBDC-R transactions listed on the ‘SHUB Vyapaar App’ by the Merchant.

16. The capitalized words used hereunder but not defined hereunder, shall have the same meanings which are ascribed to them in the Terms and Conditions.

HDFC Bank pilot for India’s CBDC – Digital Rupee (e₹)