Merchant Master Service Agreement

This Merchant Master Service Agreement ("Agreement" or "MSA") is entered into between BloomXpe Services Pvt Ltd ("BloomXpe", "we", "us", or "our"), a company incorporated under the laws of India with its registered office in India, and the Merchant ("Merchant", "you", or "your") who registers for and uses BloomXpe's technology platform and services.

1. Scope of Services

BloomXpe provides the following technology infrastructure services to the Merchant:

• Payment orchestration and intelligent transaction routing across multiple Payment Gateways
• API-based integration framework for payment acceptance and processing
• Plugin integrations for e-commerce platforms including Shopify, WooCommerce, and WordPress
• Connected Banking onboarding facilitation for Payin and Payout infrastructure
• Unified dashboard for transaction monitoring, analytics, and reconciliation
• White-label payment solutions and custom integration development

BloomXpe operates strictly as a technology enablement platform. BloomXpe does not hold, receive, process, or settle merchant funds. All payment transactions and fund settlements occur directly between the Merchant and their respective Payment Gateway or Banking Partner.

2. Merchant Obligations

The Merchant represents, warrants, and agrees to the following:

• The Merchant is a legally registered business entity with all required licences and permits to conduct its business activities
• All business activities conducted through BloomXpe's platform are lawful and comply with applicable Indian laws and regulations
• All information, documentation, and KYC materials provided to BloomXpe and its partners are accurate, complete, and current
• The Merchant shall maintain compliance with RBI, NPCI, FEMA, IT Act, Consumer Protection Act, and all other applicable regulations
• The Merchant shall promptly notify BloomXpe of any material changes to its business operations, ownership, or regulatory status
• The Merchant shall not engage in any business activity that is prohibited, restricted, or classified as high-risk by applicable regulations

3. PG & Banking Risk Acknowledgment

The Merchant acknowledges and agrees that Payment Gateways and Banking Partners independently control and have sole discretion over the following matters:

• Approval: The decision to approve or reject a merchant application rests entirely with the respective Payment Gateway or Bank
• Suspension: Payment Gateways and Banks may suspend merchant accounts at their discretion based on their internal risk assessment and compliance policies
• Freezing: Banking Partners may freeze merchant funds or accounts in accordance with their regulatory obligations or risk management policies
• Chargebacks: Chargeback processing, dispute resolution, and related financial liabilities are governed by the respective Payment Gateway's policies and card network rules
• Settlement Timelines: Settlement schedules, cycles, and timelines are determined and controlled exclusively by the respective Banking Partner or Payment Gateway

BloomXpe shall not be held liable for any actions, decisions, delays, or losses arising from the independent operations of Payment Gateways or Banking Partners.

4. Fees & Charges

The Merchant agrees to pay the following fees as applicable:

• Platform Usage Fee: Per-transaction charges for API hits and payment routing services as per the prevailing rate schedule
• Onboarding Fee: One-time charges for Payment Gateway and Connected Banking onboarding facilitation
• Customisation Fee: Charges for custom integration development, white-label solutions, and bespoke feature requests
• Consultation Fee: Professional services charges for technical consultation, compliance advisory, and integration support
• Monthly Maintenance Fee: Recurring charges for platform access, dashboard services, and ongoing technical support

All fees are exclusive of applicable taxes (18% GST). All fees are non-refundable unless otherwise expressly agreed in writing between the parties. BloomXpe reserves the right to revise fees with 30 days' prior written notice to the Merchant.

5. Intellectual Property

BloomXpe retains all ownership rights, title, and interest in and to its proprietary technology, including but not limited to:

• Software, source code, and application programming interfaces (APIs)
• Payment routing algorithms and smart routing logic
• Dashboard, analytics tools, and reporting frameworks
• Documentation, training materials, and technical specifications
• Trademarks, trade names, logos, and brand assets

The Merchant is granted a limited, non-exclusive, non-transferable, revocable licence to use BloomXpe's platform and services solely for the purpose of their business operations during the term of this Agreement.

6. Confidentiality

Both parties agree to maintain the confidentiality of all proprietary, business, technical, and financial information disclosed during the course of this Agreement. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or regulatory authority.

This obligation of confidentiality shall survive the termination of this Agreement for a period of three (3) years.

7. Termination

Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party. BloomXpe may immediately suspend or terminate the Merchant's access to the Services if:

• The Merchant breaches any material provision of this Agreement
• The Merchant engages in fraudulent, unlawful, or prohibited business activities
• The Merchant's activities pose a risk to BloomXpe's platform, reputation, or other merchants
• Required by law, regulatory authority, or court order

Upon termination, the Merchant shall immediately cease using BloomXpe's Services. Any outstanding fees shall become immediately due and payable.

8. Limitation of Liability

BloomXpe's total aggregate liability under this Agreement shall not exceed the total platform fees paid by the Merchant in the three (3) months immediately preceding the event giving rise to the claim.

BloomXpe shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, or business opportunities, howsoever arising.

9. Indemnification

The Merchant shall indemnify, defend, and hold harmless BloomXpe, its directors, officers, employees, and agents from and against all claims, damages, losses, liabilities, and expenses arising from:

• The Merchant's business operations, products, or services
• Breach of this Agreement or violation of applicable laws
• Chargebacks, refund disputes, or customer complaints
• Any regulatory action or investigation related to the Merchant's activities

10. Dispute Resolution

Any disputes arising out of or in connection with this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation within thirty (30) days of written notice
• Mediation: If negotiation fails, the parties shall attempt mediation through a mutually agreed mediator
• Arbitration: If mediation is unsuccessful, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in India

This Agreement shall be governed by and construed in accordance with the laws of India.

11. Contact

For questions regarding this Merchant Master Service Agreement, please contact us:

BloomXpe Services Pvt Ltd
INDIA
Email: bloomxpe@gmail.com
WhatsApp: Chat on WhatsApp · Telegram: @bloomxpe