MERCHANT ONBOARDING POLICY

Definitions
Applicable Law	means all applicable acts of legislature, bye-laws, laws, ordinances,notifications, regulations, rules, statutes, directives, or orders of governmental authorities, tribunals, boards, courts, and applicable international treaties and regulations, in force in India.
Beneficial Owner	will have the meaning assigned to the term in the KYC Master Directions.
Customers	mean customers of Merchants who use AUTOPE’s payment channels to make payments (to Merchants).
Grievance Redressal Policy	means AUTOPE’s grievance redressal policy which provides a process for resolution of queries or concerns of Merchants and Customers.
KYC Master Directions	means the Master Directions on Know Your Customer (KYC) dated February 25, 2016 issued by the RBI.
Merchant	means merchants or e-commerce entities which use AUTOPE’s services to accept payments for their products or services.
AUTOPE/We/Us	means Autope Payment Solutions Limited, a company registered under the Indian Companies Act having its registered office at Plot No-88, Institutional Area, Sector-32, Gurgaon, Haryana-122001
Merchant Agreements	means the agreements executed between AUTOPE and the respective Merchants in the format appended as Annexure 3 to this Merchant Onboarding Policy.
Privacy Policy	means the privacy policy of AUTOPE which specifies the manner in which AUTOPE collects, processes and stores data of its users.
RBI	means the Reserve Bank of India.
Services	mean and include the AUTOPE website, payment aggregation services, and related services, software, or web pages.
Terms of Use	means the terms that govern vices and AUTOPE technology by Customers and Merchants.
Transaction	means a request (for goods or services) placed by a Customer with the Merchant (or its sub-merchants or representatives) by making a payment to the Merchant, using AUTOPE services.

1. Introduction

   AUTOPE is a payment gateway. AUTOPE has framed this merchant onboarding policy (Merchant Onboarding Policy) to standardise its process of vetting Merchants and to ensure compliance with all Applicable Laws.

   
   

   This Merchant Onboarding Policy must be read with (a) the Terms of Use and Privacy Policy, (b) the Customer Grievance Redressal Policy, (c) any other policies that AUTOPE notifies or displays on its website, and (d) Merchant Agreement or any other agreement that AUTOPE executes with the Merchants. The Merchant Onboarding Policy is an explanation of the (a) Merchant registration process, (b) Merchant assessment and evaluation, (c) Merchant account activation, and (d) prohibited activities for Merchants.

   
   

   The Merchant Onboarding Policy has been approved by the board of directors of AUTOPE (Board) through a board resolution dated 15 th July, 2024.




2. Objectives

   We intend to achieve the following objectives through the Merchant Onboarding Policy:

   1. Adopt a uniform approach for Merchant onboarding;
   
   
   2. Identify and correct compliance failures promptly.
   
   
   3. Prevent use of our services for any illegal, harmful or malicious activities.
   
   
   4. Ensure compliance with all applicable laws and regulations.
   
   
   5. Mitigate financial and operational risks (of AUTOPE) with regard to Services.
   
   
   
   

3. Scope

   The Merchant Onboarding Policy applies to all the employees of AUTOPE who onboard Merchants. The Merchant Onboarding may be reviewed and updated from time to time, as per AUTOPE’s internal policies and Applicable Laws.




4. Merchant Registration

   AUTOPE will customise the process of registration a Merchants depending on the nature of business of the Merchant. The Merchant must also accept Terms of Use and Privacy Policy before accessing the AUTOPE’s website, and providing any information to AUTOPE.

   The merchant must share the following information about its business through a registration form shared by AUTOPE:

   1. Business details: Each Merchant must share these details: business type, estimated monthly revenue, business category, business name, brand name, GST number, registered business address, and pin code.

   
   

   2. Declaration by Merchant’s authorised signatory in the format annexed to this Merchant Onboarding Policy (Annexure 1), and authorised signatory’s name, mobile number, address and email ID.

   
   

   3. Merchant’s bank account details: Bank account number, bank account type, and bank IFSC code.

   
   

   4. Data Security Standards: Merchants must comply with data security standards like the PCI-DSS or Payment Application-Data Security Standard, as applicable.

   
   
   
   

   In addition to this, the merchant must provide various documents for KYC compliance to AUTOPE. An indicative of documents that Merchants must upload for KYC compliance is provided under Appendix A of this Merchant Onboarding Policy. AUTOPE may modify this list of documents from time to time, depending on its internal policies and Applicable Law. AUTOPE may also complete the KYC documents of Merchants even if the Merchant does not provide AUTOPE with all the documents mentioned in Appendix A, as per AUTOPE’s sole discretion and AUTOPE’s internal policy. AUTOPE will complete KYC of Merchants in compliance with the KYC Master Directions.

   If the Merchant is engaged in any activity which requires a license, registration or certification under any applicable law, AUTOPE may seek additional information and documents from the merchant to ensure it holds a valid license, registration or certification. If AUTOPE, in its sole discretion, determines that a Merchant is carrying out a high-risk business, AUTOPE may ask for additional documents.




5. Merchant Assessment and Evaluation

   After receiving the duly filled registration form and KYC documents from the Merchant, AUTOPE will conduct due diligence to ensure undesirable Merchants are not allowed to use AUTOPE’s Services. These undesirable Merchants include businesses engaging in prohibited activities (listed in Appendix B of this Merchant Onboarding Policy), businesses whose activities are of questionable legality, high-risk businesses which may defraud customers or cause legal disputes, and businesses which have a track record of malpractices.

   
   The due diligence will be conducted by the following teams at AUTOPE: Merchant Acquisition Team (Sales) and Operations team. These teams will independently assess the information and documents submitted by a Merchant. After the teams conduct their independent assessment, they will share their findings with each other. The involvement of multiple independent teams in the due diligence process acts will reduce likelihood of bias or errors.
   

   To assess the suitability of the Merchant and confirm the veracity of the information provided, AUTOPE may undertake the following activities:

   
   

   1. Risk assessment based on type of business, nature and location of activity, business model and functioning, source of funds, profile of individuals in-charge of the business, profile of business owner and shareholders etc.

   
   

   2. Website verification through DNS check to ensure the Merchant owns the website.

   
   

   3. Website content review to ensure the Merchant is not providing any products or services which are categorised as Prohibited Activities under Appendix B of this Policy. The content of the website will also be evaluated to ensure the following information is available: terms &conditions of the service, cancellation/return/refund policy, about us(name and other details of the business), contact information (address/email ID/phone number), details of products/services and their prices, details of delivery methods and timings, payment flow, privacy policy etc.

   
   

   4. Address and phone number verification.

      If required, AUTOPE will seek additional documents and hold discussions with the Merchant to clarify any discrepancies. After this, further scrutiny will be conducted and final approval will be granted if the Merchant’s business does not raise any red flags. A Merchant Agreement will be executed between AUTOPE and the Merchant (Annexure 3 to this Merchant Onboarding Policy) after the final approval is granted.

      
      

      Existing partner Merchants will be subjected to periodic audits to ensure they are complying with all applicable laws and regulations and the terms of the Merchant Agreement.

   
   
6. Merchant Account Activation
   
   

   All Merchants will be issued Merchant IDs (MIDs) after the Merchant Agreement is executed between the parties. The Merchant can then use the MID to integrate AUTOPE’s software with its own website and start accepting payments from customers after initiating a couple of trial transactions.



7. Prohibited Activities
   
   

   AUTOPE’s services cannot be used for any business/operation that is categorized as ‘Prohibited Activities’ and/or which is not in compliance with all applicable laws and regulations, whether federal, state, local or international including the laws of India. If the partner merchant engages in any prohibited or unlawful activity, AUTOPE will terminate its services with immediate effect and initiate appropriate legal proceedings. A complete list of prohibited activities is provided under Appendix B of this Policy.

1. Required for all category of Merchants
   

   1. Complete Merchant registration form duly filled. AUTOPE will provide the Merchant registration form to Merchants.

   
   

   2. Copy of these KYC documents of individuals/ authorised signatories (“Individual KYC Documents”) and should be self-attested.

      
      
      1. Pan Card or Form 60.
      
      
      2. Passport, the driving licence, proof of possession of Aadhaar number or the voter's identity card issued by the Election Commission of India.
      
      




2. For Individuals

   
   

   AUTOPE will seek Individual KYC Documents of individual. And complete the KYC of individuals as per the KYC Master Directions.




3. For Sole Proprietor

   
   

   Merchants must submit certified copies of these documents or the equivalent e-documents:

   
   
   1. Individual KYC Documents of the Beneficial Owner(s).
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Proof of business/activity in the name of the proprietary firm (any two documents out of the documents listed below):
   
   
   1. Registration certificate.
   
   
   2. Certificate/licence issued by the municipal authorities under Shop and Establishment Act.
   
   
   3. Sales and income tax returns.
   
   
   4. CST/VAT/ GST certificate (provisional/final).
   
   
   5. Certificate/registration document issued by sales tax/service tax/professional tax authorities.
   
   
   6. IEC (Importer Exporter Code) issued to the proprietary concern by the office of DGFT or licence/certificate of practice issued in the name of the proprietary concern by any professional body incorporated under a statute.
   
   
   7. Complete Income Tax Return (not just the acknowledgement) in the name of the sole proprietor where the firm's income is reflected, duly authenticated/acknowledged by the Income Tax authorities.
   
   
   8. Utility bills such as electricity, water, landline telephone bills, etc.
   
   

   If a Merchant cannot provide at least two documents, AUTOPE may complete the KYC with one of the documents listed above - subject to AUTOPE’s sole discretion and Applicable Laws.

   
   



4. Partnership

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   
   1. Copy of PAN Card or Form 60 of the firm (proof of existence).
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Copy of registration certificate.
   
   
   4. Copy of registered partnership deed or copy of un-registered partnership deed duly signed by all the partners.
   
   
   5. Registration certificate.
   
   
   6. Address proof in the name of firm. Acceptable documents: GST certificate, licence issued by the municipal authorities under Shop and Establishment Act, IEC certificate, latest IT assessment order, last 3 month’s bank statement of existing firm, etc.
   
   
   7. Present list of partners with their address duly signed by all partners – and printed on the partnership’s letterhead.
   
   
   8. Letter signed by all the partners in respect of the person authorised to transact on the partnership’s behalf, and KYC Documents of the Beneficial Owner(s) of the Partnership.
   
   

   Note: If partnership firm is unregistered, all partners are required to sign the Merchant account opening form irrespective of mode of operation in the account.




5. Limited Liability Partnership (LLP)

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   
   1. Copy of PAN Card or Form 60 of LLP (proof of existence).
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Copy of certificate of incorporation issued by Ministry of Corporate Affairs (proof of existence and address).
   
   
   4. Copy of LLP Agreement.
   
   
   5. Board Resolution signed by all designated partners – on company’s letterhead.
   
   
   6. Form 3 under the Companies Act, 2013 (information with regard to LLP agreement and changes, if any made therein).
   
   
   7. Proof of address of the LLP (in case it varies from certificate of incorporation). Acceptable documents: GST certificate, licence issued by the municipal authorities under Shop and Establishment Act, IEC certificate, latest IT assessment order, last 3 month’s bank statement of existing firm, etc.
   
   
   8. Beneficial Ownership Declaration (to be signed as per instructions given in prescribed format) and Individual KYC Documents of the Beneficial Owner(s).
   
   



6. Private / Public Limited Company

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   

   1. Copy of PAN Card or Form 60 of the Company (proof of existence).

   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Copy of certificate of incorporation (proof of existence and address).
   
   
   4. Certified copy of latest Memorandum & Articles of Association (first & last page should be self-attested).
   
   
   5. For Public Limited Company - Copy of certificate of commencement of business issued under Companies Act 1956, if the company incorporated before April 1, 2014.
   
   
   6. A resolution from the board of directors and power of attorney granted to the Beneficial Owner(s) – on the company letterhead. And Individual KYC Documents of the Beneficial Owner(s).
   
   
   7. List of present directors and their addresses and telephone numbers, date of birth, Nationality or list of Directors copy downloaded from MCA website printed on the company letterhead (any one director can sign list of directors taken from MCA website and company’s rubber stamp must be affixed on the document).
   
   

   8. Proof of address of the Company (in case it is not the same as mentioned on the certificate of incorporation).

      Acceptable documents: GST certificate, licence issued by the municipal authorities under Shop and Establishment Act, IEC certificate, Latest IT assessment order, Professional Tax certificate, Trade Licence issued by State/ Central Government, last 3 month’s bank statement of existing company, etc.

   
   
   9. Copy of latest bank statements for last year or audited balance sheet for last two years.
   
   



7. Hindu Undivided Family (HUF)

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   
   1. HUF PAN Card or Form 60.
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Individual KYC Documents of the Karta.
   
   
   4. Declaration by Karta along with name, address and signatures of adult co-parceners and member/s.
   
   
   5. HUF declaration in the prescribed format.
   
   



8. Club, Society, Association

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   
   1. Copy of PAN Card of the society/ club/ association or Form 60 (existence proof).
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Copy of rules/ regulations, bye-laws/ memorandum of association (as the case may be).
   
   
   4. Copy of Certificate of Registration issued by state/ central Government or local/ statutory bodies (address proof).
   
   
   5. Resolution of the managing body of such association or body of individuals.
   
   
   6. Certified copy of board resolution authorising to open and operate the Merchant account – on the organisation’s letterhead.
   
   
   7. Proof of address (in case it varies from Certificate of Registration).
      

      Acceptable documents: GST registration, professional tax certificate, latest IT assessment order, latest municipal Tax receipt etc.

   
   
   8. Beneficial Ownership Declaration (to be signed as per instructions given in prescribed format) on the Company’s letterhead. And Individual KYC Documents of the Beneficial Owner(s).
   
   



9. Trusts and Foundation

   
   

   Merchants must submit certified copies of each of the following documents or the equivalent e-documents:

   
   
   1. Copy of PAN Card or Form 60 of the Trust/ Foundation (existence proof).
   
   
   2. Declaration in the format appended to the Merchant Onboarding Policy as Annexure 2.
   
   
   3. Copy of certificate of registration issued by State/ Central Government or local/ statutory bodies (address proof).
   
   
   4. Board Resolution authorising to open and operate the Merchant account – on Trust’s letterhead.
   
   
   5. Trust Deed.
   
   
   6. Name and address of all the trustees on the Trust’s letterhead.
   
   
   7. Certificate of tax exemption (if any).
   
   
   8. Proof of address (in case it varies from certificate of registration). Acceptable documents GST registration, professional tax certificate, latest IT assessment order, latest municipal tax receipt, etc.
   
   
   9. Beneficial Ownership declaration (to be signed as per instructions given in prescribed format) on the Trust’s letterhead. And Individual KYC Documents of the Beneficial Owner(s).
   
   

10. Additional Documents

    
    
    1. Any Business license which is mandatory for the Merchants to carry on their business and especially in case of regulated business.
    
    
    2. FCRA Certification in case the Merchant receives international donations.
    
    

Appendix B: Prohibited Activities

Following is a list of categories which are banned from accepting payments online. If any of the partner merchants are found accepting payments for the following categories, AUTOPE will immediately stop providing Services to the Merchants. AUTOPE may also initiate legal proceedings against such Merchants.

• Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or website memberships of pornography or illegal sites;


• Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;


• Body parts which includes organs or other body parts;


• Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;


• Child pornography which includes pornographic materials involving minors


• Copyright unlocking devices which includes mod chips or other devices designed to circumvent copyright protection;


• Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;


• Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;


• Counterfeit and unauthorized goods which includes replicas or imitations of designer goods;items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;


• Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;


• Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;


• Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;


• Gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content. Skill based games can be allowed on case to case basis.


• Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;


• Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;


• Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;


• Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;



• Offensive goods which includes literature, products or other materials that:

  • Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
  • Encourage or incite violent acts; or
  • Promote intolerance or hatred.


• Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;


• Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;


• Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;


• Securities which includes government bonds or related financial products;


• Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;


• Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;


• Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;


• Wholesale currency which includes discounted currencies or currency exchanges;


• Live animals or hides/skins/teeth, nails and other parts etc. of animals;


• Multi-level marketing collection fees;


• Matrix sites or sites using a matrix scheme approach;


• Drop-shipped merchandise;


• Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;


• The Merchant shall not sell, purchase, provide or exchange a cardholder’s name or MasterCard / Visa account number information in any form obtained by reason of a MasterCard/ Visa Card transaction to any third party other than its MasterCard/ Visa acquiring Member, or pursuant to a government /statutory or competent body’s request.


• Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives, fireworks and related goods; toxic, flammable, and radioactive materials and substances.


• The User providing services that have the potential of casting the payment gateway facilitators in a poor light and/or that may be prone to buy and deny attitude of the cardholders when billed (e.g. adult material/ mature content/escort services/ friend finders) and thus leading to chargeback and fraud losses;


• Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. web-based telephony, website supplying medicines or controlled substances, website that promise online match-making);


• Businesses out rightly banned by law (e.g. betting & gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance);


• Any other product or service, which in the sole opinion of either the Acquiring Bank or AUTOPE, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the User from time to time. This shall be without prejudice to any other terms & conditions mentioned in the Terms of Use;


• Mailing lists;


• Virtual currency, cryptocurrency, prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;


• Money laundering services;


• Database providers (for tele-callers);


• Bidding/auction houses;


• Activities prohibited by the Telecom Regulatory Authority of India; and


• Any other activities prohibited by applicable law.