COVENANTS OF MERCHANT. Merchant hereby covenants and agrees as follows: (a) to conduct its business and use the Purchase Price in the ordinary course of business consistent with past practice; (b) to exclusively use the Processor to process all of its credit card transactions; (c) not to take any action to discourage the use of credit cards or to permit any event to occur which could have an adverse effect on the use, acceptance or authorization of credit cards for the purchase of Merchant's services and products; (d) not to change its arrangements with Processor without the prior written consent of the Company; (e) not to permit any event to occur that could cause a diversion of any of Merchant's credit card transactions to another credit card processor or to another credit card network or association; (f) to comply with all of the terms and conditions imposed by the Processor and/or Bank, including, without limitation, pursuant to the Processor Agreement; (g) to provide the Company with at least 10 days' prior written notice of any event which would cause any of the information provided by Merchant to the Company in this Agreement, in the Merchant Information Sheet or otherwise to be untrue, incorrect or incomplete in any respect; (h) not to grant any lien on or security interest in, or sell, assign transfer, pledge or otherwise dispose of, any Future Receivables; (i) to comply with all laws, rules and regulations applicable to Merchant; and (j) not to sell, assign, assign, transfer, pledge or otherwise dispose of all or a substantial portion of its business or assets. In addition, Merchant covenants and agrees that each Future Receivable will (i) be based upon a bona fide sale and delivery of inventory or rendition of services made by Merchant in the ordinary course of business and (ii) represent a payment obligation for goods or services accepted by Merchant's customer of which such customer is obligated to pay the full amount without dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or contra account.
COVENANTS OF MERCHANT. A. Merchant agrees to observe and comply with applicable Operating Regulations and the Merchant Operating Guide, as they are in effect from time to time, and such other procedures as ISO/Bank may prescribe for Card transactions under this Agreement. This Agreement is expressly made subject to such rules, regulations, and procedures. Merchant agrees to maintain in good standing all registrations and approvals required by Operating Regulations, as they may be in effect from time to time, throughout the term of this Agreement, including without limitation, the payment of any registration fees, dues or assessments as may be required by any Card Association from time to time.
B. Merchant will comply with applicable laws and regulations with respect to sales by Merchant and acceptance of Card Items.
COVENANTS OF MERCHANT. In consideration of APPNIT performing its side of the contract as mentioned herein, Merchant hereby declares, assures, undertakes and covenants as under:
a.) Merchant shall duly fulfill all Customer Orders in accordance with the instructions of the Customer. Merchant will not acknowledge an Order as "Shipped/Order executed" until after the merchandise has been duly shipped or the Order is completed/executed. Merchant agrees to deliver all merchandise to Customers and/or complete/ execute all orders as expeditiously as possible and without any delay. Merchant will not offer "backordered" or out-of-stock products for sale.
b.) Merchant may carry out all verifications for the Customer as may be required on an independent basis without any liability on APPNIT.
c.) The Merchant shall prior to accepting any instructions from the Customer ensure that appropriate agreements have been executed with the Customer in accordance with the requirements of applicable law and regulations.
d.) APPNIT, the Facility Providers and the Acquiring Banks shall not be a party to the Agreement(s) between the Customers and the Merchant in any manner whatsoever. All contracts are directly between the Merchant and the Customers.
e.) Notwithstanding the aforesaid, Merchant assures and guarantees to APPNIT, the due performance of all Customer Orders for which the payment will be transferred through the Payment Mechanism.
f.) The ownership of the customer and database shall always remain with Merchant as per terms of the agreement and also after termination of agreement. Merchant agrees to take on the risk associated with the transaction with respect to any losses incurred due to Customer repudiation, revocation etc. In the event of any Customer complaining of any deficiency in Service, Merchant shall take such measures as may be required to rectify the same.
g.) Merchant shall ensure that all licenses and registrations required for processing the transactions are in full force to enable Merchant to carry on the business of sale of goods and services.
h.) Customer database shall remain with Merchant during existence and after termination of the agreement however Merchant shall ensure that there are proper encryption and security measures at Merchant’s platform to prevent any hacking into the information of Merchant’s customers and other data.
i.) APPNIT, shall advice Merchant to add to Merchant’s Website such disclaimers, policies (including refund policy), warranties and indemnities as A...
COVENANTS OF MERCHANT. The Merchant warrants that it has the full right and/or authority to offer the applicable Products and/or Services at the Retail Outlet and has necessary licenses and approvals from the government or any regulatory body. The Merchant shall bear and be responsible for the payment of all sales, octroi, customs and/or other relevant taxes.
