- APPOINTMENT AND SCOPE OF AGREEMENT
DirectPay hereby appoints the Merchant and the Merchant accepts the appointment as a merchant of
The purpose of this Agreement is to record the terms and conditions and the rights and obligations of
the Parties in respect of the DirectPay service, who are also the subscribers and are registered as
DirectPay merchants. DirectPay will be the payment facilitator which allows customers to execute
transactions using any of the payment options they have registered for, including but not limited to
debit card, current account, savings account, mobile app third party payment integrations, online
web payments and any other payment methods made available on the DirectPay from time to time and
DirectPay Merchants to accept such payments made by the customers via the DirectPay.
- WARRANTIES AND REPRESENTATIONS
- Merchant hereby warrants and represents for the benefit of DirectPay that on the date of
this Agreement and throughout the term:
- Any and all, information and the deliverables enumerated herein do not and shall
- Infringe any third party intellectual property rights;
- Be illegal, and shall ensure to hold any requisite licenses, permits and/or ownership documents
- Infringe confidentiality obligations owed to any third party; or
- Contain materially false or misleading statements.
- Merchant Networks and its employees are suitably qualified and competent to undertake the
responsibilities enumerated herein in accordance with the terms of this Agreement;
- Neither DirectPay nor any of its suppliers makes any representations or warranties, express or
implied, including but without limitation regarding the merchant ability or fitness for a
particular purpose, with respect to any equipment (including authorization terminals, data
capture terminals, mobile devices or printers, if any) or any of the services provided hereunder
- CHARGES / PAYMENT PROCESS
- The Merchant shall pay DirectPay a Commission Rate at the rate set out in the Annexure 1
each transaction based on the set table for each transaction (“Transaction”) facilitated
through the DirectPay system.
- The Commission Rate shall be retained fully by DirectPay and the due amount shared by
the merchant shall be transferred to the registered bank account given in the
- The Merchant agrees that DirectPay shall have the right to revise the Commission Rate
with prior written notice to the Merchant.
- Settlement schedule would be as follows: –
- A monthly as well as a daily report shall be generated by DirectPay system to the
merchant portal to monitor their transactions.
- Settlement of daily Transactions shall occur in real time via LankaCLear CEFTS system.
- RETURNED ITEMS/CHARGEBACKS
- A customer disputes any transaction or payment for any transaction (irrespective
of the nature or manner of such disputes);
- A transaction is charged back to DirectPay for any reason by the issuing finance
institution according to the operating rules and regulations of the Central Bank
of Sri Lanka;
- There has been a breach by the Merchant of any term of this Agreement;
- DirectPay has any reason to believe a Transaction previously submitted hereunder
is unlawful, unenforceable, irregular, questionable, not genuine, or is
otherwise unacceptable; and/or
- Any other event or circumstance, which DirectPay shall have previously notified
to the Merchant in writing for the purpose of this Clause 4.0, has occurred in
relation to a Transaction,
At DirectPay’s request the merchant shall, repurchase such transaction(s) at the amount of such
transaction(s), which may be deducted from any payment due to the Merchant or may be charged against
any of the Merchant’s account(s). If any such amount is non-collectable through withholding from any
payments due hereunder or through charging the Merchant’s account(s), the Merchant shall, upon
demand by DirectPay, pay DirectPay the full amount of the chargeback.
- The Merchant understands that obtaining an authorization for any Transaction shall not
constitute a guarantee of payment and the related Transaction can be charged back to DirectPay
as set out herein.
- The Merchant shall be able to reverse a previously settled amount to the customer’s
account, where the Transaction had occurred within the last Sixty (60) days and the
account is still active by making a request to DirectPay via an authorized channel which
is informed to the Merchant by DirectPay.
- The refund process shall be completed within real time.
- The Merchant shall be able to initiate a reversal of the full amount of any Transaction
that has not yet been posted for settlement.
- For reversals via bank accounts, DIRECTPAY will direct the reversal to the respective
bank of the account holder.
- For reversals of third party banking DirectPay will direct the reversal via LankaClear
- RESOLUTION OF TRANSACTION DISPUTES/REVERSALS For any transaction disputes, other than network
connectivity (transaction disputes and reversals etc.), the customer may contact DirectPay
helpdesk or the Bank helpdesk.
- OBLIGATIONS OF THE MERCHANT
The Merchant shall:
- Promptly honor any payment request for a Transaction by a customer via the DirectPay Service;
- Offer goods and/or services to customers who wish to make payments via the DirectPay Service on
terms not less favorable than those offered to customers paying the Merchant through other means
- Not use DirectPay for any unlawful or unauthorized purpose;
- Not require or post signs indicating that they require a minimum value for Transactions below
which the Merchant shall refuse to honor payment through DirectPay.
- AUTHORIZATION AND SECURITY
The Merchant shall before completing a Transaction, comply with all security procedures specified by
DirectPay from time to time.
- The Merchant shall ensure that its staff:
- Is fully informed about DirectPay, including the procedure for registration of customers;
- Is always courteous to the customers who wish to perform Transactions;
- Do not commit any act or omission in relation to DirectPay, which may result in a claim or
action against DirectPay service and/or cause any damage to the reputation, brand or image of
- The Merchant shall encourage customers to make payments through the DirectPay Service
when making payments for the transactions.
- The Merchant shall be responsible for ensuring the security of the access credentials provided
to him to access the DirectPay Service. If a third party accesses the DirectPay using the access
credentials provided to the Merchant, with or without his authorization, for all intent and
purposes such access shall be considered an authorised access.
- The Merchant shall keep all customer information confidential and shall not use such information
for any other purpose except for the purpose of fulfilling its obligations under this Agreement.
- The Merchant agrees and accepts that all documents and directions issued by DirectPay Service
from time to time shall form part and parcel of this Agreement.
The Merchant shall prominently display in the place or places of business nominated, DirectPay
details, insignia and other material provided by DirectPay for the purposes of display and shall
notify the public that payments for transactions can be made through DirectPay. The Merchant hereby
irrevocably authorizes DirectPay to include the name and logos of the Merchant, in any advertising
or promotional material in connection with the DirectPay service.
The Merchant shall maintain reports with the full details of the Transactions concluded through
DirectPay by the Merchant for the respective requirements. In the event of any dispute relating to
the settlement of the Commission Rate, the Parties shall endeavor to resolve all such disputes
amicably, failing which however the decision of DirectPay with regard to such dispute based on the
detailed transaction logs maintained by DirectPay shall be final.
- OBLIGATIONS OF BANK
- Bank shall maintain its customer service hotline to which all enquiries from the Merchant could
be directed Twenty Four (24) hours a day and Three Hundred and Sixty Five (365) days of the
- Bank shall provide to the Merchant access to the DirectPay system.
- Bank shall maintain the DirectPay in working order to facilitate the settlement of
- LIMITATION OF LIABILITY
- The DirectPay is provided on an “as is” basis without representations of any kind whether
express or implied to the fullest extent permitted by law.
- DirectPay shall not be liable for any loss or damages, whether direct, incidental, special, or
consequential, (including but not limited to loss of income or profits), whether or not
DirectPay had knowledge that such damages might be incurred, unless such damages were caused by
DirectPay’s own willful misconduct or gross negligence. Notwithstanding anything to the contrary
DirectPay’s liability under this agreement shall not exceed the value of transactions completed
through genie for the month preceding the month in which the loss or damage occurred.
- DirectPay shall not be liable for loss, damage, or delay caused by events which DirectPay cannot
control, including but not limited to acts of God, perils of the air, weather conditions,
mechanical delays, delays in information flows, acts of public enemies, war, strikes, civil
commotions, or acts or omissions of the government and/or public authorities with actual or
- The Merchant shall indemnify and keep DirectPay fully indemnified from and against all actions,
claims, demands, cost, expenses, liabilities, loss, damages or other monetary relief brought,
made or awarded against or incurred by DirectPay resulting (directly or indirectly) from any
breach or non-performance of conditions contained in this Agreement by the Merchant or arising
directly or indirectly out of any negligent act or omission, willful default or breach of
statutory duty on the part of the Merchant, including breach of DirectPay and third party
Intellectual Property rights.
- TERM AND TERMINATION/SUSPENSION
- This Agreement shall be valid for a period of Three (03) Years from the Effective Date set out
hereto and shall thereafter be automatically renewed for successive periods of Three (03) Years
unless either Party in writing informs the other Party not less than Ninety (90) days prior to
the expiration of such ongoing term that the Party giving notice has no intention to renew this
- Either Party may terminate or suspend this Agreement if the other Party breaches any of the
terms herein contained and the same is not cured within Thirty (30) days of notice of the said
breach by the non-defaulting Party to the defaulting Party, unless such time period allowed for
curing of the breach is further extended by mutual agreement.
- Either Party may terminate this Agreement with Thirty (30) Days written notice to the other
Party, without assigning any reason therefore.
- DirectPay may immediately terminate or suspend this Agreement in the event of any violation of
law or regulation by the Merchant.
- Effects of Termination / Suspension
Upon the termination or suspension of this Agreement for any reason:
- Such termination or suspension shall not affect any provision of this Agreement which is
expressed or intended to survive or operate in the event of termination of this Agreement and
shall not prejudice or affect the rights of either Party against the other in respect of any
breach of this Agreement occurring prior to termination or in respect of any moneys payable by
either Party to the other or in respect of any other rights accrued in each case in respect of
any period prior to termination;
- Such termination or suspension shall not prejudice the benefits provided to customers by either
Party and both Parties undertake to fulfill their respective obligations under this Agreement
towards any customer serviced prior to any termination/suspension;
- The Merchant shall with immediate effect or within a period as notified by DirectPay or
otherwise dispose of in accordance with the directions of DirectPay all property of DirectPay in
its possession or under its control including but without limitation all samples and any
advertising, promotional or sales material relating to DirectPay, applications, equipment then
in the possession or under the control of the Merchant;
- The Merchant shall no longer hold himself out as an entity authorized by DirectPay and shall
cease to promote, market, advertise or operate DirectPay;
- All rights granted by DirectPay to the Merchant to use the Intellectual Property pursuant to
this Agreement shall automatically cease;
- In case of termination/suspension of this Agreement, any costs incurred by DirectPay in
complying with the provisions of this Agreement specifically at the request of the Merchant
shall be for the account of the Merchant;
- The Merchant shall have no claim against DirectPay for indemnification or compensation, whether
for loss of income, loss of goodwill or otherwise, direct or indirect, upon the
termination/suspension of this Agreement for any reason; and
- The Parties shall settle all dues within a period of sixty (60) days from the date of
termination, completion or suspension of the Agreement.
- FORCE MAJEURE
- No Party hereto shall be deemed to be in default of any provisions hereof for any delay, failure
in performance or interruption of services resulting directly or indirectly from an act of God
or military or governmental authority, acts of public enemy, civil disturbance, acts of war –
whether declared or not, accident, fire, explosion, earthquake, flood or any other natural
disaster or any other event beyond the reasonable control of any Party (hereinafter referred to
as “Force Majeure Events”), provided the Party facing such Force Majeure Event shall within
Forty Eight (48) hours issue a notice in writing to the other Party (a “Force Majeure Notice”)
detailing the occurrence of such Force Majeure Event and its anticipated effect upon the
performance of the Agreement. As appropriate the Force Majeure Notice shall also state any
extension of time that is required by such Party and the details of any alternative method
sought by such Party to fulfil its contractual obligations under the Agreement and additional
cost, if any, involved in such alternate method.
- The Party receiving the Force Majeure Notice may, at its sole discretion agree with such
extension of time, alternate method or agree to additional cost sought by the Party sending such
Notice. If such agreement is reached by the Parties it will amount to a modification or
amendment to the Agreement.
- If the Force Majeure Event shall prevail for more than Thirty (30) Days, the Party receiving
such Force Majeure Notice may immediately after the said Thirty (30) Days period, terminate this
Agreement, without prejudice to the other Party, by giving the other Party notice in writing,
notwithstanding any agreement reached by the Parties under Clause 11.2 above. Neither Party
shall be liable to pay the other any damages upon such termination
- The Merchant shall not assign all or any part of this Agreement to any other Party without prior
written approval of DIRECTPAY.
- No delay, neglect or forbearance on the part of either Party in enforcing against the other
Party any term or condition of the Agreement and no grant of any extension of time by either
Party (whether with or without consideration thereof) shall be deemed to be a waiver of or in
any way prejudice any right of either Party under the Agreement against the other Party. No
waiver of any term or condition hereof by either Party shall be deemed a waiver of any other
term or condition.
- In the event any provision of this Agreement including those relating to any limitation of
liability or limitation on warranties is held to be invalid or unenforceable, the remaining
provisions of this Agreement will remain in full force and effect.
- ENTIRE AGREEMENT
- This Agreement constitutes the complete agreement between the Parties hereto and supersedes all
prior or contemporaneous agreements or representations written or oral concerning the subject
matter of this Agreement. No other act, document, usage or custom shall be deemed to amend or
modify this Agreement.
- APPLICABLE LAW
- This Agreement shall be governed and construed in accordance with the laws of Sri Lanka.
- SETTLEMENT OF DISPUTES
- Any interpretation, dispute or difference whatsoever arising between the Parties relating to
this Agreement or any provision thereof, shall be resolved by a court of law with competent
- Unless specified otherwise, DirectPay may give notice to the Merchant by publishing on its
website or at least one Sinhala, Tamil and English newspaper in circulation or by electronic
mail or by pre-paid post or by sending a text message to the registered mobile of the Merchant.
For avoidance of doubt, DirectPay may notify the Merchant in any one of the ways set out above.
- Notice shall be deemed to have been duly served upon and received by the Merchant, (a) if
published on the website, at the time of publication; (b) if published in the newspaper, on the
day of such publication; (c) if sent by electronic mail, at the time it was sent; (d) if sent by
pre-paid post, on the day following the dispatch of the prepaid letter; (e) if sent by text
message at the time the text message was sent.
- Any notice or other communication to be given under this Agreement shall be in writing and shall
be considered sufficiently served:
Name: DirectPay (Pvt) Ltd
Address: No. 410/33, Bauddhaloka Mawatha, Colombo 00700, Sri Lanka.
Merchant (As filled in the application)
- The Parties shall keep confidential all information including all customer information, account
details, customer payment mode details, technical information, documentation, software,
drawings, developments or improvements or processes, design, know-how and other unpublished
information transmitted or made available directly or indirectly to them by the other Party
regarding the subject matter hereof (‘Confidential Information’). This Agreement is
- No disclosure of any such Confidential Information shall be made to third parties without the
written consent of the other Party unless such information has already been published or has
been in the possession of one Party other than through the other Party or a person deriving such
information, directly or indirectly from such other Party or unless such disclosure is a
requirement imposed by a government agency or is otherwise required to be disclosed by operation
- The obligation imposed on each Party under this Clause 18 shall apply during the term of this
Agreement and shall survive the expiration or sooner termination hereof.
- Both Parties agree to use such Confidential Information only for matters described in this
- The Merchant shall obtain express written undertakings from any person to whom Confidential
Information is disclosed as stipulated in this Clause on a strict need to know basis, that such
persons shall preserve/maintain confidentiality of the information notwithstanding termination
or expiration of the term of employment, consultancy, advisory services or any other
relationship with the Merchant pursuant to which same was received.
- DirectPay shall be entitled to audit the controls, security measures and/or safeguards applied
by the Merchant with regard to the Confidential Information disclosed to it by DirectPay.
- The Merchant can advertise, promote or publicize any matter related to DirectPay as of this
Agreement with the prior approval of DirectPay.
- INTELLECTUAL PROPERTY
- During the term of this Agreement, the Merchant hereby grants to DirectPay a non-exclusive,
revocable, non-transferable license to use the intellectual property including trademarks and
logos, of the Merchant for the purpose of marketing and promoting DirectPay
- During the term of this Agreement, DirectPay hereby grants to the Merchant a non-exclusive,
revocable, non-transferable license to use the trademarks and logos of DirectPay for the sole
purpose of marketing DirectPay in terms of this Agreement.
- The Parties shall use the said trademarks and logos of the other Party only in the exact form
and style and type approved by such other Party.
- The Merchant shall indemnify DirectPay against any claims for the infringement of any third
party Intellectual Property rights arising from the use of any of the Merchant’s trademarks or
logos as stipulated herein.
- Nothing in this Agreement shall give either Party any rights, title and interest in respect of
any trade names, trademarks, service marks, logos or any other intellectual property right of or
used by the other Party (“Marks”) or of the goodwill associated therewith, and each Party hereby
acknowledges that, except as expressly provided in this Agreement, it shall not acquire any
rights in respect thereof and that all such right, title, interest and goodwill are, and shall
remain, vested in the other Party at all times. The use of the Intellectual Property rights by
one Party shall not in any way whatsoever dilute any rights, interest and title of the other
- Either Party shall not use in Sri Lanka any trademarks, service marks, logos or trade names so
resembling the Marks of the other Party as to be likely to cause confusion or deception.
- RELATIONSHIP OF PARTIES
- Nothing in this Agreement shall be taken to create any joint venture, partnership or other
similar arrangement between the Parties. The Merchant shall at all times, stand in relation to
DirectPay as an independent contractor. Neither Party is or may hold itself out to any third
party as being the agent of the other.
- The Merchant agrees that DirectPay shall have the right at all times to amend these terms and
conditions and the most up to date version of the Merchant Terms and Conditions shall be present
in the website Such amendments or introduction of new terms shall be binding on the Merchant
- WARRANTY OF AUTHORITY
- The Parties hereto represent and warrant to each other that their authorized signatories are
entitled to sign on their behalf and the rights and obligations of each of the Parties hereto
shall be legally valid and binding and enforceable on them.
- Headings used in this Agreement are for reference only and shall not affect the interpretation
of this Agreement in any way.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date and
agree to be legally bound by all terms and conditions contained herein.
- If Merchant request a 2nd SMS to be send SMS charge will apply