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ATOM Merchant Agreement

MERCHANT AGREEMENT This Merchant Agreement (the Agreement) dated executed at Mumbai, India by and between: (the Execution Date) is

ATOM TECHNOLOGIES LIMITED, a public limited company incorporated under the provisions of the Indian Partnership Act,1932 having its registered office at FT Tower, CTS 256 &,257, Suren Road, Chakala, Andheri(East), Mumbai 400093, India (hereinafter referred to as Atom, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees) of the First Part; and _____________________________________, a private limited company incorporated under the provisions of the Indian Companies Act, 1956, having its registered office at ____________________________________________________________________________________ ____________________________________________________________________________________ and represented by its authorized signatory _________________________________ hereinafter referred to as Merchant, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and permitted assignees) of the Other Part. (Atom and the Merchant are hereinafter also referred to collectively as the "Parties" and individually as the "Party"). WHEREAS: A. Atom is a payment and settlement systems provider and operates a system that enables collection of payments by the merchants from their customers, using Atoms wallets as a payment option on their website, mobile website, mobile based software applications and interactive voice response (IVR) solutions; The Merchant is desirous of using wallets as a payment option on its platform including any or all of the channels using website, mobile website, mobile based software applications and interactive voice response (IVR) solutions;

B.

THE PARTIES HEREBY AGREE AS FOLLOWS: 1. 1.1 Scope of the Agreement and Term. Scope of the agreement: Atom hereby agrees to permit the Merchant to use [Atoms wallet] of Atom on the Merchants website or mobile services (Wallets) application,___________________________(Merchant Website/Application). These services shall facilitate payment by users to the Merchant for the products/services availed by such usersfrom the Merchant, provided the Merchant adheres to the terms and conditions set out herein between the Parties for each and every transaction involving Wallets to enable receipt of such payments. Atom shall notify entities that shall act as Atoms authorized agents/resellers from time to time, who may collect payments due from the Merchant to Atom under this Agreement, and who shall be authorized to act on behalf of Atom for the purposes of this Agreement. Term: Subject to any earlier termination pursuant to the terms of this Agreement, this Agreement will be valid for 1 year from the Execution Date and thereafter it can be renewed for successive term of 1year, as mutually decided by the Parties. Either Party shall be entitled to terminate the Agreement anytime by providing15(fifteen) days prior written notice to the other Party and upon the expiry of such period, this Agreement shall be deemed to be terminated. All payments due to

1.2

Atom

Merchant

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Atom shall have deemed to have accrued till the date of termination as provided under this Section 1.2. Termination of this Agreement shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon termination both Parties shall settle all outstanding dues payable to the other Party and arrange to return all the documents and properties of the other Party. 1.3 Non-exclusive: Nothing in this Agreement shall prohibit Atom from furnishing the services similar to those provided under this Agreement to other merchants, including competitors of the Merchant.

2. 2.1

Rights and Responsibilities of Atom. The Parties hereby agree and acknowledge that the responsibility of Atom in relation to the terms and conditions of this Agreement shall be limited to only such instances where the user decides to use the facility of Wallets on the Merchant Website. The right to accept or cancel a transaction after the user has used the Wallets shall vest with the Merchant. However, in the event a transaction is cancelled, the Merchant shall be under an obligation to refund the amount of such transaction to the Wallet of the user, in accordance with Clause 8 of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, Atom shall have a right to restrict or prohibit a transaction of the user, in the event the balance amount in the respective Wallet is less than the amount of a transaction being undertaken by the user with the Merchant. Payments. 3.1 Atom Fees The Merchant shall make a payment of [INR 100 (Indian Rupees One Hundred only)] at the time of entering to this Agreement as a one-time set up fee. Atom shall be entitled to collect a transaction discount rate from the Merchant in relation to all payments made through the Wallet, and such transaction discount rate shall be notified to the Merchant and collected by Atoms authorized resellers/agents from time to time. The Merchant agrees to pay an all-inclusive TDR of ___% plus applicable Service Tax for every transaction. 3.2 Payout to Merchant Atom will payout the money collected from wallet users for transactions on merchants website to the merchants bank account on a periodic basis. Initially payouts will be done once a week and then payout frequency may be increased over time. The payout by Atom will be done to the merchants bank account as mentioned below: Account Holder Name: Bank Name: Bank Branch: Account Number: IFSC Code:

2.2

2.3

3.

Atom

Merchant

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4. 4.1

Representations, Undertakings and Warranties of the Merchant. The Merchant hereby covenants that the Merchant has full capacity, power and authority to enter into this Agreement and has already taken and will continue to take all necessary and further actions, (including where applicable without limitation obtaining of all governmental and other necessary approvals/consents/licenses in all applicable jurisdictions) and to authorize the execution, delivery and performance of this Agreement. It is expressly agreed that Atom shall not be a party to any agreement(s), assurance(s) or undertaking(s) between the users and the Merchant in any manner whatsoever. The Merchant shall ensure that nothing contained on the Merchant Website or in any dealings between the user and the Merchant would suggest that Atom is a party to the transaction or is otherwise endorsing or guaranteeing the products and/or services offered by the Merchant. The Merchant hereby indemnifies Atom from and against any and all claims, losses, damages, penalties arising from and out of a breach of this Agreement and/or in any other manner whatsoever. In the event that a user brings a complaint against Atom for deficiency in services to provide products/services through the Merchant Website, the Merchant shall take such measures as may be required to rectify and/or mitigate the same. In the event the Merchant is unable to rectify the same, the Merchant shall forthwith compensate the user for any loss caused to the user. The Merchant hereby indemnifies and holds Atom harmless from and against any and all claims, loss, damage arising from and out of deficiency in products and/or services offered by the Merchant and/or in any other manner whatsoever and/or or for any reason whatsoever. The Merchant assures and guarantees to Atom that the Merchant will not carry out any activity, which is banned or illegal or immoral. Atom shall be entitled to publish notices, disclaimers and indemnities at the Merchant Website in the manner and extent deemed necessary by Atom in accordance with Atoms operational and/or policy guidelines. The Merchant shall render the necessary modifications at the Merchant Website, so requested by Atom forthwith but not later than 7 (seven) days of the request made to the Merchant. The Merchant shall not display any material on the Merchant Website if the act or manner of such display is contrary to any applicable law, regulation, government policy, order or guideline including all applicable foreign laws and regulations or which is detrimental or harmful to the interest of Atom, in the sole and exclusive opinion of Atom and Atom at any time shall be entitled to prohibit the Merchant from the same. The Merchant shall use Atoms services only for the Merchant Website and for no other site/s. The Merchant shall make available Merchant Website for the purpose of conducting any regulatory, statutory verification of the Merchant Website, if any. The Merchant shall not do any act or conduct any activity that could affect the goodwill and reputation of Atom or its service providers or which would affect interests of Atom or its service providers, in any manner. Right to use logos etc. Either party will allow the other party, a non-exclusive, royalty-free, limited license to use and display its trademarks, service marks and logos solely in connection with the marketing of their facilities and services to the public, with a prior written permission from respective party, which shall not be reasonably withheld by that party, only during existence of this agreement.

4.2

4.3

4.4

4.5

4.6 4.7

4.8

5. 5.1

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Merchant

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6. 6.1

Security. The Merchant shall take all precautions as may be feasible or as may be directed by Atom to ensure that there is no breach of security and that the integrity of the link between the Merchant Website and Atom website / Atoms service provider websites is maintained at all times. The Merchant shall ensure that all users upon accessing the link are truly and properly directed to the Atoms website or websites of Atoms service providers as notified from time to time. Merchant shall maintain all audit trail, log, report, record during the term of this agreement and one year post termination of this agreement. Notwithstanding the aforesaid in the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this Agreement, the loss shall be to the account of the Merchant and the Merchant herein indemnifies and shall keep indemnified Atom and its service providers from any loss as may be caused in this regard. Disputes Regarding Products/Services. Atom shall not be responsible for the quality, quantity or merchantability, fitness of the products sold to the user on Merchant Website using Atom wallet. Atom shall also not be responsible for any non-delivery of the products/services to the user by the Merchant. All risks associated with the delivery of the products shall be solely that of the Merchant and not of Atom or any of its service providers. Provided that any and all disputes of whatsoever nature whether in relation to deficient, improper or incomplete service provided by the Merchant including dispute regarding quality, quantity, merchantability, non-delivery and delay in delivery of the products/service or otherwise any other dispute will be dealt with by and between the Merchant and the user directly and Atom or its service providers shall not be a party to such disputes. Refunds / Refund Policy to Customers. Provided that in the event of a user making a purchase by using a Wallet and upon the user requesting the Merchant for a refund on any grounds whatsoever within a period of 15 days from the date of actual delivery of the products, then Atom shall be entitled to cancel authorization and refuse to make any payments to the Merchant and/or enforce a refund from the Merchant. Atom shall forthwith inform the Merchant of the same and shall debit the payment to be made to the Merchants bank account and make an intermediate credit in Atom bank account, irrespective of any dispute that the Merchant may have pertaining to such debit. If the Merchant and the user are unable to arrive at a satisfactory resolution of the a problem within a period of15 days thereafter, Atom shall be entitled to make a direct credit to the disputing users Wallet for the disputed amount. Such a debit to the Merchants bank account and the direct credit to the disputing users Wallet shall not be disputed by the Merchant in any manner whatsoever. In the event of the user and the Merchant arrive at a settlement within the said 15 day period, Atom shall deal with the said moneys in accordance with the terms of the settlement arrived at. In the event the Merchant accepts an order by the user or agrees to provide the service to the user but however subsequently notifies to Atom about the Merchants inability to comply with an order / service, the Merchant shall forthwith make a proper cancellation for giving effect to the same as well as provide the funds in its account to facilitate a refund of the entire amount due to the user. Any deductions made by Atom from the Merchant shall not be challenged by the Merchant for any reason whatsoever. In the event of a refund to a user in respect of any transaction of any products / services that are not received as ordered, by the user or are lawfully rejected or accepted for or services are not performed or partly performed or cancelled or price is lawfully disputed by the user or price adjustment is allowed or for any other reason whatsoever, the Merchant shall not process a
Atom Merchant

7. 7.1

8. 8.1

8.2

8.3

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ATOM Merchant Agreement

refund transaction and/or make a cash refund directly to the user. The Merchant must not process a refund transaction, unless there is a preceding corresponding debit on the Atomwallet account. The Merchant must present to Atom a credit slip / credit process / refund letter on headed stationary and signed by authorized signatory(ies) which will include details of a brief description of the items concerned upon which Atom is authorized to deduct from the Merchants bank account the total refund(s) due to the user(s) and in the event of there being a shortfall in the account of the Merchant to provide for the said amount then the Merchant shall forthwith make provisions for the same failing which the Merchant shall be liable to pay interest at the rate of 24% per annum in respect of their indebtedness from the due date until the date of payment (as well as after and before any demand made or judgement obtained). A true and completed copy of the credit slip must be delivered or forwarded to the user. 8.4 In the event of refund being agreed to be made by the Merchant to the user, a credit slip shall be issued by the Merchant to Atom within 2 (two) days after the refund has been agreed between the Merchant and the user and Atom shall: (a) (b) debit the Merchant's bank account forthwith; and/or deduct the outstanding amount from subsequent credits to the Merchant's bank account; and/ or if there is no credit amount with Atom, or insufficient funds available therein, claim from the Merchant the amount credited to the account in respect of the relative transaction/s along with interest at the rate provided in the previous clause.

(c)

In the event of there being a shortfall in the account of the Merchant held with Atom to provide for the aforesaid then the Merchant shall forthwith make payment to Atom for the same. In the event of the Merchant failing to make payment for the same and/or in the event Atom is unable to recover the money from the Merchant, Atom shall at its discretion be entitled to an amount equal to interest at the above interest rates from the due date until the date of payment (as well as after and before any demand made or judgement obtained). 8.5 All complaints and refund requests from customers received by Atom will be forwarded to Merchant. The Merchant shall have the right to issue refunds into users Wallet. Atom shall not issue any refunds on its own against orders paid for using Atom wallet. Atom Escrow Account: Atom has entered into escrow agreement with Kotak Mahindra Bank Ltd. (Escrow Account) in connection with and to facilitate the services set out herein. In the event, Atom goes into the liquidation or being wound up, it is agreed between the Parties that the amount lying in the Escrow Account will be released to the holder of prepaid payment instruments and/or the merchant establishments to pay their dues arising out of the prepaid payment instruments as per the guidelines of Reserve Bank of India, as amended from time to time. Chargebacks. The Parties hereby agree that all chargeback requests received by Atom from payment gateways for Merchant orders will be communicated to Merchant and Merchant will have the ability to dispute the chargeback by providing proof of service delivery within a period of 7 (seven) days within the date of the chargeback request. However, Atom will have the right and ability to deduct the chargeback amount from Atoms daily settlements as soon as the same amount is deducted from Atoms settlement from the payment gateway.

8.6

9. 9.1

Atom

Merchant

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ATOM Merchant Agreement

10. 10.1

Non-Disparagement and Publicity. During the term of this Agreement, neither Party will disparage the other Party or the other Party's trademarks, web sites, products or services, or display any such items in a derogatory or negative manner on any web site or in any public forum or press release. Unless otherwise stated herein, neither Party shall issue a press release or otherwise advertise, make a public statement or disclose to any third party information pertaining to the relationship arising under this Agreement, the existence or terms of the Agreement, the underlying transactions between Atom and Merchant, or referring to the other Party in relation to the Agreement without the other Party's prior written approval. The Merchant hereby unconditionally agrees and undertakes that it shall not and will ensure that its Merchant staff shall not disclose or publish (if Merchant staff comes to know by any means the terms of this Agreement) the existence or the terms or conditions of this Agreement or if any information relating to the Atoms business which they may come across in the normal course of performing their duties, to any third party unless such disclosure or publication is strictly required by law. These terms will survive the termination of this Agreement. INTELLECTUAL PROPERTY. The intellectual property associated with Atoms Wallets services is the Intellectual Property of Atom and its associates. Nothing in this Agreement shall be deemed to be a transfer of any Intellectual Property rights to the Merchant and / or any of its associates, employees and partners. The Merchant acquires only the non-exclusive right to use such Atom Wallets services as permitted herein and does not acquire any rights of ownership in the same. Atom and/or its suppliers hereunder retain the title or ownership of any rights with respect to Atom services and all the Intellectual Property of Atom/suppliers. Merchant agrees and undertakes not to claim any ownership, right, title or interest in, or dispute the ownership of any of Atom Wallets services. Notwithstanding anything contained in this Agreement, Merchant shall be responsible at all times to adequately compensate Atom in respect of attributable or contributory infringement of any of the Intellectual Property Rights of Atom. Miscellaneous. Entire Agreement. (a) The representations and warranties given or made by the Merchant to Atom prior hereto and this Agreement and the terms amended in writing from time to time hereafter shall constitute the entire Agreement between Atom and the Merchant pertaining to the subject matter hereof and supersedes in their entirety all other written or oral agreements, representations and warranties given by Atom. In this Agreement if the context permits or requires words importing the masculine gender shall include the feminine and neutral genders, and words in the singular number shall include the plural number and vice versa. If signed on behalf of the firm, the expression "the Merchant" shall include all existing and future partners; If signed on behalf of company, the expression "the Merchant" shall include all existing and future directors, the person or persons from time to time carrying on the business of such firm; and if, there are two or more signatories hereto, the expression "the Merchant" shall include all and each of them and their liabilities under this Agreement shall be joint and several. The person authorized to sign this Agreement has got power and authority from the concerned authority and make them liable as per the governing laws.

10.2

11.

12. 12.1

(b)

(c)

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12.2

Relationship between Parties. (a) It is clarified that this Agreement is on a principal to principal basis and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between Atom and the Merchant and/or Merchant staff. The Merchant and/or Merchant staff shall not be entitled to, by act, word, and deed or otherwise make any statement on behalf of Atom or in any manner bind Atom or hold out or represent that the Merchant is representing or acting as an agent of Atom. It is further clarified that the Merchant shall provide the said services as an independent merchant and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between Atom and the Merchant and/or the personnel assigned/provided/deployed by the Merchant or either Party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of any of them. The Merchant/Merchant staff shall have no authority/right to bind Atom in any manner. It is also clarified that the personnel employed by the Merchant will be governed by the terms of the Merchants employment and the Merchant alone shall be responsible and liable in the event of any adverse claims of whatsoever nature made on Atom by the Merchant/Merchant staff.

(b)

(c)

12.3

12.4

No Warranty. Except as provided herein below, Atom disclaims all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. The Merchant acknowledges that Atom Wallets services may not be uninterrupted Atom shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iii) any failure of the financial transactions associated with Atom Wallets services; Severability. If any provision of this Agreement is determined to be unenforceable in whole or in part for any reason, then such provision or part shall to that extent be deemed deleted from this Agreement and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be in any way affected thereby and any act of omission/commission of the parties hereto done prior to the provisions being held unenforceable shall be deemed to be valid and/or binding on the other.

12.5

Force Majeure. Force Majeure shall be any event or occurrence starting after the date of execution of this Agreement, whatever the origin, which cannot be foreseen and is beyond the control of, and cannot be circumvented by the Party affected and which renders the performance of the obligations impossible, including but not limited to acts of governmental, regulatory policy/authority, fires, floods, earthquakes or other natural disasters, explosions, general strikes, riots, war (declared and undeclared), rebellion, technology failure and sabotage. Variations of Agreement. Atom reserves the right at all times to vary or amend these terms and conditions or to introduce new terms and conditions. Any such variations or amendment or introduction will become effective and binding on the Merchant upon notification to the Merchant in writing by ordinary post and if the Merchant is unwilling to accept such variation or amendment or introduction, the Merchant shall notify Atom in writing by registered post within 5 (five) days from the receipt of the notification by Atom and in such an event of refusal, Atom shall have the right to forthwith stop
Atom Merchant

12.6

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ATOM Merchant Agreement

providing any services and the Merchant shall be entitled to forthwith terminate this Agreement between the Merchant and Atom. 12.7 Assignment. This Agreement will bind the successors and permitted assigns of the Parties hereto and the Merchant will obtain prior consent from Atom before assignment of this Agreement. Atom shall be immediately advised of any sale, assignment, lease or transfer or change on ownership in any way of the Merchant. The rights under this Agreement granted to the Merchant are not assignable or transferable without the prior approval of Atom. All new/replaced Merchant shall execute fresh agreements on the same or similar terms as contained herein in order for the assignment, sale, transfer or change in ownership to be effective. Atom shall be entitled to assign or transfer its rights and obligations under this Agreement to any other entity. 12.8 Rights, Remedies and Waiver. All rights and remedies hereunder shall be cumulative and may be exercised singularly or concurrently. If either Party fails to perform its obligations under any provision of this Agreement and the other Party does not enforce such provision, failure to enforce on that occasion shall not prevent enforcement on later occasions. 12.9 Survival of provisions. Notwithstanding any other provision to the contrary herein, terms which by their nature or otherwise necessary to survive termination or expiration of this Agreement shall so as to put an end to the pending operations/transactions already entered into in a smooth manner, shall bind the parties following any expiration or termination of this Agreement. All indemnities given by the Merchant shall survive the expiry or termination of the Agreement. 12.10 Liability upon expiration. Neither Party shall be obligated to extend or renew this Agreement. 12.11 Jurisdiction and Governing Law. The laws of India shall govern this Agreement. The Parties agree to submit to the exclusive jurisdiction of the courts located in Mumbai, India as regards any claims or matters arising under or in relation to the terms and conditions of this Agreement. 12.12 Dispute Resolution. The Parties hereto will endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever, related to this Agreement or arising on account of this Agreement. Failing such amicable settlement any dispute shall be settled by arbitration by a single arbitrator who shall be appointed by the Parties hereto and for which the Indian Arbitration and Conciliation Act, 1996 as amended from time to time shall govern the arbitration proceedings. The jurisdiction for the purpose of conducting arbitration proceedings or otherwise any proceedings before the courts shall always be that of Mumbai, India. The arbitral procedure shall be conducted in the English language and any award or awards shall be rendered in English. The procedural law of the arbitration shall be Indian law. 12.13 Headings and subheadings. The headings and sub headings in this Agreement are for convenience only and do not affect the intent/meaning or interpretation of the relative section/ clause.
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12.14

Disclosure of information. Atom will be entitled at any time to disclose information concerning the Merchant to a third party in connection with Atom facilities, provided by Atom. This clause shall survive the termination of this Agreement.

12.15

Duty, costs, charges, etc. All costs (including costs between the advocate and client), charges, expenses, taxes, duties (including stamp duty and/or franking charges) in relation to this Agreement and any document executed pursuant thereto and in relation to the enforcement of this Agreement shall be borne and paid by the Merchant alone.

12.16

Notices. Any notice or notification in connection with this Agreement shall be in writing and any notice or other written communication pursuant hereto shall be signed by the Party issuing the same and shall be addressed to Atom or the Merchant at their respective addresses mentioned hereinabove or to such other address as the concerned Party may inform the other Party in accordance with the provisions of this clause. (a) Any notice, direction or instruction given under this Agreement shall be in writing and delivered by hand, registered post, courier, cable, facsimile or telex to: If to Atom: Attn: Address: FT Tower, CTS 256 &,257, Suren Road, Chakala, Andheri (East), Mumbai 400093

E-mail: Telephone: If to the Merchant: Attn: Address: E-mail: Telephone: (b) Notice will be deemed given: (i) in the case of hand delivery or registered mail or overnight courier upon written acknowledgement of receipt by an officer or other duly authorized employee, agent or representative of the receiving Party; in the case of facsimile upon completion of transmission as long as the senders facsimile machine creates and the sender retains a transmission report showing successful transmission. Provided that in case of the date of receipt not being a
Atom Merchant

(ii)

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business day, notice shall be deemed to have been received on the next business day. Provided further that in case of a notice being forwarded by facsimile, a copy of the notice shall also be forwarded by hand delivery, registered mail or overnight courier services; (iii) the address for notice may be changed by either Party by giving notice to the other Party as provided herein; and nothing in the aforesaid clauses shall affect any communication given by way of the internet or other electronic medium as otherwise provided in this Agreement for the purpose of rendering the services.

(iv)

12.17

Counterparts. The Parties may execute this Agreement in counterparts and each fully executed counterpart shall be deemed an original.

12.18

Confidentiality. All communications between the Parties and/or any of them and all confidential information given to or received by any of them from any other, and all information concerning the business transactions and the financial arrangements of any Party with any entity or Person with whom any of them is in a confidential relationship with regard to the matter in question which comes to the knowledge of the recipient, shall be kept confidential by the recipient unless or until the recipient can reasonably demonstrate that any such communication or confidential information is in the public domain through no fault of its own. If it is in the public domain, this obligation shall then cease in relation to the specific information concerned only.

12.19

Specific Performance. The Parties shall be entitled to seek and enforce specific performance of this Agreement, in addition to any other legal rights and remedies, without the necessity of demonstrating the inadequacy of monetary damages.

12.20

Good Faith. Each of the Parties hereto undertake with the other to act in the utmost good faith in interpreting and implementing this Agreement and agree to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement.

12.21

Reliance on judgment and advice. Save as otherwise expressly stated in this Agreement, each Party has entered into this Agreement relying on its own business judgment and advice of its own advisers. Such Party represents and acknowledges that it has not been induced by the other Party to enter into this Agreement.

12.22

Indirect and Consequential Losses. Save as expressly provided otherwise in this Agreement, neither Party shall be liable under or in connection with this Agreement for any loss of income, loss of profits or loss of contracts, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

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ATOM Merchant Agreement

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first above written. THIS IS THE EXECUTION PAGE OF THE MERCHANT AGREEMENT BETWEEN ATOMTECHNOLOGIES LIMITED AND _______________________________________________. ATOMTECHNOLOGIES LIMITED

By:

In the presence of:

Name: Title:

Name: Title:

By:

In the presence of:

Name: Title:

Name: Title:

Atom

Merchant

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