(To be stamped as an agreement under the applicable Stamp Law)

AGREEMENT BETWEEN NPCI, Sub-Member Bank AND Sponsor Bank for Sub-member
Bank participating in the NPCI Network Services

This Agreement made between National Payments Corporation of India, a company

incorporated under Companies Act, 1956, the owner and operator of NPCI Network
Services (hereinafter referred to as “NPCI”) having its registered office at 1001A, B
wing, 10th Floor, The Capital, Bandra-Kurla Complex, Bandra (East), Mumbai - 400
051, India which expression shall, unless it be repugnant to the subject thereof,
include its successors and assigns, of the First Part

And
(Sub Member Bank), (hereinafter referred to as
Sub Member Bank) a Banking Company/ Company/Co-operative Bank/Regional Rural
Bank incorporated under the Companies Act, 1956/ Multi-State/State Cooperative
societies Act/Regional Rural Banks Act,1976 and licensed/ authorized to carry on
banking business under the Banking Regulations Act, 1949 and having its
registered office at , which expression
shall unless it be repugnant to the subject thereof, includes its successors and assigns,
of the Second part

And
, (hereinafter referred to as “Sponsor Bank /
Sponsor”) a Banking Company/Nationalized Bank/Co-operative Bank incorporated
under the Companies Act, 1956/ Multi-State/State Cooperative Societies Act/ Regional
Rural Banks Act,1976 and licensed/ authorized to carry on banking business under the
Banking Regulations Act, 1949 and having its registered office at
, which expression shall unless it be
repugnant to the subject thereof, include its successors and assigns, of the Third part.

WITNESSETH

Whereas,
The Sponsor Bank is a Banking Institution licensed by the Reserve Bank of India/
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authorized to carry on the business of Banking and the Sub-member Bank wishes to
avail the services of the Sponsor Bank to carry on all the obligations for NPCI Network
Services on behalf of the sub member in the settlement account held with the Sponsor
Bank on the basis of mutual understanding between the sub member & the Sponsor
Bank

And Whereas,
The Sub-member Bank shall, inter alia, set-up, own and operate ATMs, MicroATMs and
accept the Cards or any such other instruments, issue RuPay Cards, use IMPS or AEPS
for its own customers. Sub-member Bank will participate in either one or all of the
Network Services operated by NPCI by means of signing this agreement;

And Whereas,
The NPCI Network Services owned and operated by the National Payments Corporation
of India (NPCI) is in the business of routing the transactions from devices such as ATMs,
POS, Mobile, MicroATMs of the member Banks, and inter-alia, is willing to extend such
intermediary interbank network switching services and other support services as may
be required for such clearing, accounting & settlement of transactions between the
sub member and other Member Banks/Sub-members banks for authorization of the
transactions ;

The parties to this agreement hereby agree as follows.

I. Definitions and Interpretations

The schedules and Annexes to this agreement form an integral part of this agreement
and in the event of any inconsistency between this main part of the agreement and
the schedules or annexures, the contents of the main part shall take precedence over
the schedules.

1. Agreement means this tripartite agreement between NPCI, the sub member
and the Sponsor Bank including all Attachments and Annexures thereto;

2. AEPS means Aadhaar Enabled Payment System, owned and operated by NPCI as
part of NPCI Network Services;

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3. Application Service Provider referred as “ASP” is the switching service
provider used to connect to NFS Network on behalf of Sub-member Bank and
Sponsor bank;

4. ATMs mean Automated Teller Machines used for cash dispensation and other
value added services to card holders of member banks;

5. ATM Network means a network of ATMs established by member banks

connected via ATM Switch using telecommunication channels like a V-Sat
network, leased line or any other communication methods;

6. ATM Transaction or Card Transaction or IMPS Transaction or AEPS

Transaction means customer initiation of request of service with any
participating member bank’s ATM or using mobile phone to carry out financial
or non-financial activities;

7. Attachments mean the schedules / annexures to this Agreement, which shall

set out the details of the services to be rendered and the technical details
pertaining thereto, the operations and management details and the commercial
terms and conditions for the Services;

8. BIN or IIN means Bank Identification Number or Issuer Identification Number

used in the card number. This number is normally 4 to 6 digits long assigned by
ISO;

9. BIN or IIN Table stores the user-defined list of BINs or IINs as a table stored in
the ATM Switch and used for routing purpose of the transactions to the network
or to the correct issuer bank who has issued the Card;

10. BUSINESS DAY shall mean a calendar day when NPCI is open for conduct of the
settlement w.r.t. Transactions;

11. Card means an ATM, Debit, Prepaid or any other form of the payment
instrument used by the customer to initiate the transaction at the member bank
ATM or POS;

12. Certification refers to the activity that is required to be performed to connect

the Sub-member Bank Switch or its authorized ASP switch to receive and route

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 all transactions from the member bank. Member Bank or Sub-member Bank shall
modify the ATM Switch to certify with NPCI switch as per the Transaction
Documents;

13. Current Account means current account(s)/RTGS Settlement Account opened

and maintained by Sponsor Bank. In the present case it shall mean the Current
Account/RTGS Settlement Account maintained by the Sponsor Bank with the
Deposit Accounts Department of RBI, Mumbai for the funds settlement
obligations on behalf of the Sub-member Bank;

14. Customer(s) means a person having a valid Card issued in his/her name by any
of the participating Member Bank or by Sub-member Bank;

15. Cutover Time means the time at which the end of day operations are
performed at the NPCI Network Services. It is currently from 23:00 hours to
23:00 hours each day as mentioned in Transaction Documents;

16. Disaster Recovery Site refers to the location of the Disaster Recovery Site set
up by the Sub-member Bank or its ASP or by NPCI to process the Transactions;

17. Effective Date shall mean the date on which this Agreement is signed;

18. End Equipment refers to the network device used in connectivity between the
Sub-member Bank’s ATM Switch and NPCI Network;

19. Financial Year shall mean the year commencing on the 1st day of April of one
year and ending on the 31st day of March of the next year;

20. Help Desk refers to the single point of contact in NPCI Network Services and
aims to restore normal operational service with minimum business impact on
the members within agreed service levels and business priorities;

21. HSM means external Hardware Security Model used for PIN
translation/Generation/Verification;

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22. Hot Listing means the process of marking a card so that it may not be used
during the period it is hot listed;

23. Impact refers to the potential to which the business stands vulnerable;

24. Intellectual Property means any or all ideas, know-how, techniques, processes,
research, developments, documents, work products or idea expressions, having
either patent, copyright, trade secret, trade mark, mask work, software
enhancements, new reports or any statutory or other right associated therewith
in relation to the Said Business;

25. IMPS means Immediate Payment Service owned and operated by NPCI part of
NPCI Network Services;

26. Interchange means the fee that the Sub-member shall be reimbursed from the
respective other side Member Bank for rendering services to their customers at
Sub-member Bank ATMs or paid by Sub-member Bank in a reverse scenario;

27. Issuing Bank means the NPCI Network Services participating member bank,
which has issued the Card to its customers;

28. Micro-ATM means the handheld device used by banking business correspondents
to process interoperable financial transactions. The device is based on the
specification standards released by IBA committee;

29. NPCI means National Payments Corporation of India, a company incorporated

and registered under the Companies Act, 1956 having its registered office at
Mumbai;

30. NPCI Network Services means all the services provided by NPCI e.g. National
Financial Switch, IMPS (Immediate Payment System) and AEPS (Aadhaar Enabled
Payment System) which Sub-member Bank will participate with the help of
Sponsor bank who is primary member of NFS Network;

31. National Financial Switch “NFS” or “NFS Network” means the Switch and

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 related equipment and software owned by NPCI to provide the NPCI Network
Services;

32. NFS Location / Data Centre refer to the location of the Switch to provide the
said Services at NPCI. This data center is used to provide all NPCI Network
Services;

33. Transaction means switching and routing of Sub-member Bank and member
bank transactions participating in the NFS Network via NPCI Network Services;

34. NPCINET means the network setup by NPCI, to connect to the Member banks
and Sub-member Banks which are availing the NPCI Network Services provided
by NPCI through ASP or a Sponsor Bank ;

35. Steering Committee- refers to a committee of representatives drawn from

selected participants of the respective line in NPCI Network Services. Each of
the NPCI Network services (NFS, IMPS, AEPS) has Steering Committee members
from few participating banks;

36. NPCI Brand “RuPay” or “NFS” or “IMPS” means the brand owned by NPCI
which shall be displayed at the ATM or POS prominently and NPCI is authorized
to amend/make changes to it from time to time;

37. NETTING means the agreed creation from multiple positions or obligations of a
single position/obligation through the intermediation of NPCI, which shall be
calculated in respect of each Member Bank as the sum of positive positions or
obligations owing reduced by the sum of negative position or obligations owed;

38. Net Position refers to a Sub-member Bank or a Member Bank’s net credit or net
debit position, which is the sum of the value of all credit transactions acquired
at/reduced by the value of all debit transactions from/to all other Members. If
the difference is positive the Member is in a net credit position; if the
difference is negative the Member is in a net debit position;

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39. Member Bank means the banks participating in the NPCI Network Services;

40. Operating Guidelines or Procedural Guidelines means the guidelines issued by

NPCI for NFS, IMPS, and AEPS for adherence of the Member and Sub-member
Bank. All the circulars issued by NPCI for NPCI Network Services shall be
assumed to be part of this;

41. PIN means the confidential personal identification number allotted by the
Issuing member bank to the customer from time to time and is used for
authorizing transactions at ATMs;

42. Primary Site refers to the location of the Primary Site set up by the Sub-
member Bank or by NPCI to process the Transactions;

43. Point of Sale or POS means a device or a handheld at merchant location to

accept Member bank Cards

44. Priority Routing refers to the relative order in which a series of routing is
decided and performed at the Member or Sub-member Bank Switch;

45. RBI means Reserve Bank of India;

46. Said Business means and includes NPCI providing online, real time, electronic
transaction processing and switching for financial and non-financial transactions
from and to multiple delivery channels and payment systems and co-networks
including Automated Teller Machines (ATMs), Point of service machines (POS),
ATM sharing between member bank and E-payment gateway;

47. Service Commencement Date means the date on which NPCI starts providing
the services upon Sub-member Bank by written consent/instructions. There
shall be a separate service commencement Date for each set of Services that
shall be provided by NPCI to the Sub-member Bank / member bank;

48. Settlement refers to the process of clearing and settlement of EFT transactions
by NFS Services;

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49. Settlement Consideration means the total amount of funds to be paid /
received by Sub-member Bank/Member banks arising out of settlement;

50. Settlement Date means the date on which a transaction is due for settlement;

51. Settlement Account refers to the RTGS account maintained by the individual
member/Sponsor bank with RBI, Mumbai to be used for NFS Network
Settlement;

52. Sponsor Bank means the bank authorized by Reserve Bank of India supporting
sub-member bank to participate in NPCI Network Services;

53. Sub-member Bank means a bank licensed by Reserve Bank of India to do

banking business in India and participating in NPCI Network Services.

54. Switch means a system consisting of hardware and software, which enables the
routing of ATM, MicroATM, Mobile, POS transactions to the relevant host for
further processing and authorization;

55. Term means the duration of the agreement and any renewal terms, unless this
Agreement is terminated earlier in accordance with its terms.

56. Transaction Authorization means the process by which the Member/Issuer

Bank Switch authorizes the transaction initiated from an ATM;

57. Transaction Documents means the documents including NPCI Network Services
(namely NFS, IMPS, RuPay, AEPS) Operating and Procedural Guidelines,
Technical Specifications documents and its amendments, upgrade versions
released by NPCI from time to time;

58. Transaction Switching Fees or Switching Fees means the switching fees
charged by NPCI for its services;

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II. INTRODUCTION
Purpose & Objectives.

This Agreement outlines the terms and conditions under which Sub-Member bank
joins the NPCI Network Services with the support of the Sponsor Bank as an entity
responsible for carrying out the settlement on behalf of the Sub-member Bank with
NPCI who is operating the NFS network.

1. Commencement Date or Agreement Date.

This agreement shall have effect from the day the parties here unto affix their
signatures to this agreement and in the event different parties affix their
signatures on different days, from the day the last signature was affixed.

2. Term or Duration of Agreement.

This Agreement shall remain in force until terminated by any party or by
cessation of the eligibility of any party to undertake the underlying business
operations.

3. Non-exclusive Agreement.
This agreement is non-exclusive to all the parties.

4. Services.
The list of the services, required service levels and the service level reporting
requirements are mentioned in Schedule A.

5. Payment terms.
All transaction and settlement charges shall be included in the settlement and
shall be settled in the RTGS settlement account of the Sponsor Bank. Other
charges if applicable will be invoiced directly to the Sub-member Bank by NPCI
and the Sub-member Bank shall pay the invoiced amount within 30 calendar
days from the receipt of the invoice.

6. Taxes.

Taxes as applicable by law, as per prevailing tax regime, shall be paid by

respective parties i.e., Sponsor Bank, Sub-member Bank and/or NPCI as the
case may be along with the charges.

7. Interest for late payment.

If the undisputed invoice is not settled within (60) sixty calendar days from the
receipt of invoice, the Sub-member Bank shall be liable to pay interests as per
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 governing law.

8. Current Charges of the NPCI Network Services

The current Interchange charges on NPCI Network Services are defined in the
circulars or in Operating Guidelines of the respective NPCI Network Services.
NPCI reserves the right on any changes in the current charges on NPCI Network
Services.

9. The Costs of Development

Each party is responsible for the developmental and other costs incurred on
their own systems.

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III. NPCI’s DUTIES AND RESPONSIBILITIES.

Obligations of NPCI are as hereunder,

1. NPCI shall ensure that the software and hardware relevant for the NPCI services
is properly maintained and operated at all times. This includes but is not limited
to identification and rectification of software and hardware problems relating to
all the services and ensures the working of switch on 24 hours a day, 7 days a
week with a monthly uptime of 99.5%.

2. NPCI shall manage the NFS network and demonstrate continuous improvements
in its own set up and collectively in NFS Network performance.

3. NPCI shall guide member banks and Sub-member Bank to improvise their
performance time to time on NPCI Network Services.

4. NPCI shall ensure that there is sufficient back up in terms of power and other
infrastructure, including but not limited to uninterrupted power supply, air-
conditioners, components/resources at the NFS data center for rendering the
services of NFS Network in terms of this Agreement;

5. NPCI shall ensure that the communication link between the individual sub-
member bank switch and NFS Network shall be encrypted using suitable
mechanism.

6. NPCI shall ensure completeness and accuracy in all material aspects without
error/misrepresentation in the transactions while generating the settlement file
on daily basis; provide the following reports to the Sub-member Bank through
Sponsor Bank:
a. Acquirer Activity Report, and
b. Settlement Report,

7. NPCI shall be responsible for monitoring and maintenance of NPCI systems at

Primary site and Disaster Recovery Site.

8. NPCI shall be responsible for monitoring and maintenance of NPCI Net at Primary
site and Disaster Recovery Site of the Sub-member Bank or its ASP or to the
Member Bank up to the network equipment in control of NPCI.

9. NPCI shall make such corrections, additions, deletions or any other adjustments
as may be required to satisfy the representations and warranties specified in this
Agreement. Such services mentioned in this agreement, shall be furnished
11
 without charges unless the correction or adjustment is necessitated by the Sub-
member bank’s negligence.

10. NPCI will also provide Certification services at applicable cost to Sub-member
Bank.

IV. SUB-MEMBER BANK DUTIES AND RESPONSIBILITIES

Obligations of the Sub-Member Bank are as hereunder,

1. Sub-Member Bank shall ensure to maintain all its central systems connecting
to NPCI with adherence to the Transaction Documents and the changes
prescribed by NPCI from time to time.

2. Sub-Member Bank shall ensure to maintain the data center and its own
network secure while connecting to NFS Network using NPCINet through ASP
or a Sponsor Bank.

3. Sub-Member Bank shall ensure not to store any confidential data such as
track details, pin block, card number, Biometric Data on their ATM,
MicroATM, POS devices and also on central systems. The Sub-Member Bank
shall store the card number in an encrypted format wherever necessary.

4. Sub-Member Bank shall ensure to make available the ATMs and the central
systems connecting to NPCI NFS Network all the time.

5. Sub-Member Bank shall provide the transactions logs as and when required
by NPCI and also respond promptly to all communications from NPCI.

6. Sub-Member Bank shall maintain the Priority Routing for NFS Network.

7. Sub-Member Bank shall be solely responsible for,

a. Setting up and maintaining the ATM and site;

b. Maintaining adequate security measures at the ATM site; and
c. Card Management systems with adequate security measures.

8. Sub-Member Bank shall be responsible to maintain its systems at the tier 3

data center location or equivalent facility.

9. Sub-Member Bank shall be responsible for transaction monitoring from

uptime and risk perspective processed by its ATMs, systems connecting to
NPCI system.

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 10. Sub-Member Bank must adhere to all NPCI operating and procedural
guidelines, display at the ATM sites as per NPCI requirements and with the
guidelines issued by Reserve Bank of India on card processing requirements.
Sub-Member Bank shall also maintain the specification standards, ATM
screen flows, as per NPCI requirements and Transaction Documents.

11. Sub-Member Bank shall promptly communicate to NPCI for any breach in
the agreement or in its system within 24 hours of its notice by its
employees.

12. Sub-Member Bank shall be responsible to maintain the active PCI DSS
certification for all its processing and operations centers including those of
ASP center and systems.

13. Sub-Member Bank shall be responsible to do proactive reconciliation on

daily basis for all its transactions processed through NPCI Network Services.

14. The Sub Member Bank or its associated entities like ASP shall not use
without express permission of NPCI, the name and logo of NPCI to directly
or indirectly promote the Sub-member Bank’s business.

15. The Sub member shall comply with all statutory and the Reserve Bank of
India regulations. NPCI reserves the right to obtain assurance from Sub-
Member bank through a certification process on such compliances.

16. For compliance with Risk management guidelines, Sponsor Bank and /
or Sub-member Bank shall furnish documents as per annexure - 5
attached to this agreement.

V. SPONSOR BANK’s DUTIES AND RESPONSIBILITIES.

Obligations of the Sponsor Bank are as under,

1. Sponsor Bank shall be responsible to maintain the adequate funds in the NFS
network settlement account for the settlement obligations of Sub-Member
Bank towards NFS Network.

2. Sponsor bank must give settlement mandate to NPCI to debit/credit its

account towards the Sub-Member Bank operations on NFS network.

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 3. The Sponsor bank shall honour on its settlement account all debit/credit
instructions for settlement of Sub-Member Bank’s transactions on NFS
Network.

4. The Sponsor bank shall promptly respond back to all communications from
NPCI.

5. As a part of the Sponsor Bank arrangement, the Sponsor Bank shall be liable
to pay agreed amount + applicable taxes to NPCI within 30 days of NPCI
raising the invoice

6. Sponsor Bank shall take the complete liability of the Sub-Member Bank
towards participation in any of the NPCI Network Services. It shall undertake
all the operational, technological, & reputational risk and accept
responsibility on account of sub-membership to NPCI payment systems.

7. It will be handling the exception transactions related to the Sub-member

bank and resolving any dispute(s) using the dispute resolution mechanism as
outlined in the NPCI Network Services respective Operating Procedural
document. Sponsor Bank shall be directly held responsible for any
discrepancies pertaining to reconciliation and adjustments to the effect as
defined.

8. It will define the limits of the Sub-member Bank and its exposure towards
the NPCI Network Services & monitor it on a daily basis.

9. It will ensure that the Sub-member Bank complies with the technological
requirements and its certification by NPCI. It shall also be responsible for
ensuring submission of the network compliance form and for monitoring the
implementation of best practices prescribed by NPCI. It shall also ensure
compliance of Sub-member Bank towards all the guidelines issued by
Reserve Bank of India and/ or Indian Bank Association for its participation in
Card Payment Network.

VI. Indemnification
All the parties agree that each party shall indemnify and shall hold harmless the
other party for any loss, claim, damage and liability arising while discharging
the duties and responsibilities as defined in this agreement.
The indemnification shall be from and against all losses, claims, damages and
liabilities sustained by the party as a result of any material breach of this
Agreement by the other party(ies) or as a result of any breach of
representation or warranty of the party(ies) being incorrect or misleading.

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VII. Third party claims
The Sub-member Bank and Sponsor Bank warrant that the ATMs, Hardware &
Software installed/used by it are permitted and authorized and have necessary
licenses and all necessary consents required in accordance with law and that
there is no violation. NPCI warrants that any work of authorship written by
NPCI‟s personnel, any hardware, software employed by it will not infringe any
third party copyright, patent or trade secret.

VIII. Exclusions
Either party shall not be responsible for any infringement to third party
copyrights, patents or trade secrets where the other party has made
amendments to original documents and similar works prepared by such party
without the express approval of such party.

IX. Force Majeure

The Parties to the Agreement shall not be held liable in the event of force
majeure, or any other unavoidable event that prevents the parties from
carrying out its duties under this agreement pursuant to judicial orders,
regulatory provisions, war (declared or undeclared), terrorist acts, general
mobilization, earthquakes or any other natural disaster and strikes. In the event
Force Majeure continues for a period of (30) thirty days, other party may
terminate the Agreement.

X. Security and Audit

1. Physical Access

NPCI or its auditing firm/agency appointed by NPCI shall have a right to

inspect the Sub-member bank or its ASP premises including its data centers
for the purpose of assessing the security processes followed by Sub-member
bank or its ASP.

2. Logical Access

All statistics related to transaction, system performance, etc. shall be

treated as confidential and shall remain under the custody of NPCI.
However, Sub-member bank can have access to their own statistics and
the same shall not be disclosed to the other Sub-member bank or
Members except the associated Sponsor Bank under any circumstances.
The Sub-member bank cannot make reference of these documents in any
public announcement, unless permitted by NPCI, in writing. These

15
 documents shall not be replicated in any form, without prior written
permission of NPCI

XI. Compliance to NPCI Security Policies.

In the event NPCI operates formal security policies pertaining to its Network,
the Sub-member bank will ensure that its employees are made aware of such
policies and will also ensure ongoing compliance with these policy statements.
NPCI will provide the Sub-member bank with up to date information on its
security policies and will keep the Sub-member bank informed about any
changes to these policies.

XII. Information and data security measures.

NPCI will make best endeavors to ensure that its employees and representatives
are fully aware of the risks associated with information and data security issues.

XIII. Disaster Recovery.

The Disaster Recovery will be made from the NPCI Disaster Recovery Site
located at Chennai and Sub-member bank Disaster Recovery Site as listed for
the Sub-member bank D R provider. NPCI and Sub-member bank DR provider
must do at least one DR drill in every 6 months or as per defined operating
circulars of RBI or NFS Network.

XIV. INTELLECTUAL PROPERTY RIGHTS AND CONFIDENTIAL INFORMATION

NPCI, the Sponsor Bank and Sub-member bank acknowledge the intellectual
property rights of the other parties whether registered or not.

XV. Confidentiality

1. All parties to this agreement agree to keep confidential all information

concerning the other party’s business or its ideas, products, customers or
services that could be considered to be “confidential information”.

2. “Confidential Information” shall mean and include any information which

relates to the financial and/or business operations of each Party, including but
not limited to, specifications, drawings, sketches, models, samples, reports,

16
 forecasts, current or historical data, computer programs or documentation and
all other technical, financial or customers, products, processes, financial
condition, employees, intellectual property, manufacturing techniques,
experimental work, trade secrets.

3. Each Party agrees not to use the other party’s Confidential Information for any
purpose other than for the specific consultation regarding the potential business
venture. Any other use of such Confidential Information by any party shall be
made only upon prior written consent from an authorized representative of the
other Party which wishes to disclose such information (the “Disclosing Party”)
or pursuant to subsequent agreement between the Parties hereto.

4. Confidential information will remain the property of the disclosing party and
the receiving party will not acquire any rights to that confidential information.

5. Information and data that is considered proprietary by any Party(ies) and which
is delivered or disclosed to the other Party(ies) subsequent to execution of this
Agreement shall be held in confidence by the receiving Party and shall be
disclosed only to those of its employees or authorized representative(s) having
responsibilities for its performance of this Agreement. No Party (ies) shall be
liable for the disclosure or use of such data or proprietary information which:
(a) is, or becomes, publicly known, other than by breach of this Agreement; (b)
is previously known by the receiving Party; (c) is, at any time, developed by the
receiving Party completely independently of any disclosures hereunder; or (d) is
required to be released by law (including any applicable securities laws).

6. The parties hereby agree that disclosure of any such sensitive information to
parties not involved in the NFS services shall be treated as breach of trust
(except if such disclosures are required as per the order of the court or law
enforcement agencies)and will invite legal action. The parties hereby further
agree that disclosure of any such sensitive information to parties not involved in
the NFS services may also amount to termination of this agreement and
disentitle the party from further participation in the NPCI Network Services.

7. The parties further agree that no party shall remove any confidentiality,
copyright or similar notices or legends from the confidential information and
shall implement such safeguards and controls as may be necessary or
appropriate or brought to its notice to protect against unauthorized uses or
disclosures of the Confidential Information.

8. Each party agrees to indemnify and hold the other party harmless against any
loss or damage that may be caused to such other party on account of disclosure

17
 of any information relating to the affairs of such other party or its constituents
in violation of the aforesaid provisions by such party, its employees or its agents
etc.

9. The Party receiving Confidential Information (the “Receiving Party”) shall, for
a period of five (5) years from the date of the last disclosure of Confidential
Information made under this Agreement (except for personal customer data
which shall remain confidential forever), use the same care and discretion to
limit disclosure of such Confidential Information as it uses with similar
confidential information of its own and shall not disclose, lecture upon,
publish, copy, modify, divulge either directly or indirectly, use or otherwise
transfer the Confidential Information to any other person or entity, including
taking reasonable degree of care.

10. The Receiving Party shall disclose Confidential Information solely to its
concerned employees, agents, advisors, consultants, contractors and /or
subcontractors with a need to know and not disclose such proprietary
information to any other parties at its sole responsibility regarding the
confidentiality to be maintained in the matter.

11. Use the Confidential Information provided hereunder only for purposes directly
related to the potential business venture.

12. All Confidential Information and copies and extracts of it shall be promptly
returned to the Disclosing Party at any time within thirty (30) days of receipt
of a written request by the Disclosing Party for the return of such Confidential
Information.

13. In the event the Receiving Party discloses, disseminates or releases any
Confidential Information received from the Disclosing Party, except as
provided above, such disclosure, dissemination or release will be deemed a
material breach of this Agreement and the Disclosing Party shall have the right
to demand prompt return of all Confidential Information previously provided to
the Receiving Party. The provisions of this paragraph are in addition to any
other legal right or remedies the Disclosing Party may have and further, this
will not take away the right of such aggrieved party for claiming damages from
other party.

14. The Parties agree that it would be impossible or inadequate to measure and
calculate the Disclosing Party's damages from any breach of the covenants set
forth herein. Accordingly, the Parties agree that in event of breach of any of
the covenants contained in this Agreement, the affected Party will have
available, in addition to any other right or remedy available, the right:

18
 a. to obtain an injunction from a court of competent jurisdiction
restraining such breach or threatened breach; and
b. To specific performance of any such provisions of this Agreement.

15. This Agreement shall not constitute create, give effect to or otherwise imply a
joint venture, pooling arrangement, partnership, or formal business
organization of any kind, nor shall it constitute, create, give effect to, or
otherwise imply an obligation or commitment on the part of any Party to
submit a proposal or to perform a contract with the other Parties or to refrain
from entering into an agreement or negotiation with other Parties. Nothing
herein shall be construed as providing for the sharing of profits or loss arising
out of the efforts of any Party. No Party will be liable for any of the costs
associated with the other's efforts in connection with this Agreement. If the
Parties hereto decide to enter into any licensing arrangement regarding any
Confidential Information or present or future patent claims disclosed
hereunder, it shall only be done on the basis of a separate written agreement
between them.

XVI. Court orders.

If the receiving party receives a court order to divulge any confidential

information belonging to the disclosing party, then the receiving party is
permitted to release such information to the court in accordance with any
Court Order so served. NPCI, Sponsor Bank and Sub-member Bank are liable
to provide information to RBI and such Regulators or Government
authorities when asked to do so.

XVII. Destruction of data and records or return on termination.

Upon termination of this Agreement, the receiving party, at the option of the
disclosing party, will return or destroy all confidential information belonging to
the other party.

XVIII. LEGAL COMPLIANCE AND RESOLUTION OF DISPUTES.

1. Governing Law and Jurisdiction

The Law of Republic of India will govern this Agreement and the parties shall
agree to submit to the courts under whose exclusive jurisdiction the Registered
Office of NPCI falls.

19
 2. Informal resolution
In the event of dispute, the parties will attempt to resolve any such disputes
through informal negotiation and discussion. Formal proceedings should not be
commenced until such informal negotiations and discussions are concluded
without resolution as per realest dispute resolution turnaround time by rules.

XIX. Arbitration

It will be the endeavor of all the parties to this agreement to resolve amicably
any disputes or differences that may arise from misconstruing the meaning and
the operation of this document. In case this attempt fails, the dispute or
difference shall be settled in accordance with the provisions of section 24 of
the Payment and Settlement Systems Act 2007 and as per RBI guidelines and any
other applicable laws of India.

Any party may refer for arbitration, any disputes or differences that are outside
the purview of the dispute resolution mechanism defined by the PSS Act / RBI
Regulations, after issuing a notice of 30 days in writing to the other party. The
same must mention the nature of difference. Any of the parties would then
follow the laid down procedure as per the Arbitration Law and appoint the
Arbitrators with mutual consent as required under the law. Any appeal will be
subject to the exclusive jurisdiction of courts only at Mumbai.

The NPCI Network Service shall continue to work under the contract during the
arbitration proceedings unless the matter is such that the work cannot possibly
be continued until the decision of the arbitrator/court, as the case may be, is
obtained or in the event of fraud, or contract is terminated by Sub-member
Bank for cause or convenience. The venue of the arbitration shall be in Mumbai.

XX. Limitation of action

No party (ies) may bring proceedings after passing of period of limitation after
accrual of cause of action as laid down in the Law of Limitation.

XXI. Liability
Sponsor Bank shall be liable for settlement obligation under NPCI Network
Services operating and procedural guidelines towards Sub-Member Bank’s
obligations.
Sponsor Bank shall be liable for material breach caused by Sub-member bank

20
 systems or loss of sensitive data due to fraud or attacks on Sub-member bank
system and such breach is caused due to the reasons solely attributable to Sub-
member bank and its personnel or the ASP appointed by Sub-member bank.

XXII. Termination

i) For Cause
Any party can terminate this Agreement if the other party (ies):

1. Commits a material breach of this Agreement, which is incapable of remedy.

Such termination shall be effective immediately on giving notice of 30 days.

2. Commits a material breach of this Agreement, which remains un-remedied

for 15 days after giving notice. Such termination shall be effective at the
end of the 30 days from the date of notice. However, if the breach is
capable of remedy but cannot reasonably be cured within such 15 days
period, termination shall not be effective if the party in default commences
cure of the breach within 15 days and thereafter diligently pursues such cure
to completion within 15 days of such notice of breach.

3. Makes an assignment for the benefit of its creditors, files or has filed against
it a petition under any bankruptcy, insolvency, reorganization or similar law,
appoints or has appointed against it a trustee or receiver for any of its
property or commences or has commenced against it (by resolution or
otherwise) the liquidation or winding-up of its affairs, which termination
shall be effective immediately upon giving notice.

4. Any party is not able to fulfill the payment obligation and all remedial
measures have elapsed.

5. Sponsor bank withdraws from this arrangement and Sub-member bank is

unable to find out another sponsor bank before termination of the existing
one.

6. Sub-member bank losing its banking license from the Reserve Bank of India

ii) Termination by loss of Eligibility.

In the event that a Sub-member bank / sponsor bank loses the eligibility to
continue his business as an authorized operator of the underlying financial
service to which NPCI provides the services under this agreement, the

21
 agreement shall stand terminated forthwith. However such forced termination
shall be subject to the exception that the agreement would remain in force for
a further period not exceeding six (6) months from the date of cessation only
for the purpose of resolving disputes if any in existence or raised during the
existence of the membership.

XXIII. Effect of Termination.

1. Sub-member bank and Sponsor Bank shall destroy all confidential

information of NPCI and NFS Network member banks.

2. Sub-member bank shall remove the NPCI Brands or any other communication
relating to NPCI from its ATMs and other locations.

3. The Sub-member bank and Sponsor bank shall be responsible for any claims
to NPCI arising due to the settlement obligations or any breach in their
systems for the period of five (5) years from the date of termination.

XXIV. Notices

All notices or communications issued under this Agreement, except for the mode as
otherwise provided for in the agreement, shall be in writing and shall be effective only
when they are delivered to the addressee by using one or more of the following
communication channel.
1. Registered Letter
2. E-mail
3. Fax

Any electronic message used for serving a notice by any party to the other shall be
digitally signed as per the provisions of the Information Technology Act 2000 or as
otherwise agreed between the parties. The nature of notices and its contact levels are
specified in the schedule for location at official address and should be referred to the
Chief Executive Officer of any party.

XXV. Standard of care.

Each party will act in good faith in the performance of its respective duties and
responsibilities and will not unreasonably delay or withhold the giving of consent or
approval required for the other party under this Agreement. Each party will provide
22
an acceptable standard of care in its dealings with the other party and its employees.

XXVI. Assignment.

The agreement shall not be assigned by any of the parties unless otherwise by an order
of court of competent jurisdiction or any other competent authority or with the
written permission of other parties or except as provided for in the agreement.

XXVII. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes
all other prior agreements between the parties for the provision of such services.

XXVIII. Schedules and Annexures

The following schedules and annexures shall constitute part of this agreement:
i. The Schedules
Schedule A: Services and Quality of Service Requirements
Schedule B: Contact Details
Schedule C: DC Locations & Offices

ii. The Annexures

Annexure 1: NFS Common Operating and Procedural Guidelines,
NFS Settlement Procedures
Annexure 2: IMPS Procedural Guidelines
Annexure 3: AEPS Procedural Guidelines
Annexure 4: ATM Best Security Practices
Annexure 5: NFS - Sub Member On-Boarding Compliance Guidelines

XXIX. Severity

If any of the provisions of this agreement become illegal, void or unenforceable under
any applicable law or if any court of competent jurisdiction so determines, the
provision shall be deemed to have been deleted and replaced by similar provisions and
all the other provisions shall continue to remain in force.

XXX. Changes to the Agreement

No modification, alteration or change of the terms hereof shall be binding on the

23
Parties unless agreed by all the parties in writing. All changes to this Agreement must
be approved in writing by authorized officials of all the parties/or required parties and
follow the formal change control procedure.

XXXI. Authority.

The Parties covenant that they have the power and the authority to enter into this
agreement, and the execution and delivery of this Agreement by them have been duly
authorized by all requisite corporate action on their part.

The Parties covenant that they are in a position to observe, comply with and carry out
all their obligations herein to be performed and complied with by it.

XXXII. Counterparts.

This Agreement shall be executed in three identical sets of which the parties shall
receive one each in original.

XXXIII. Disclaimer.

The parties to this Agreement are exclusively NPCI, Sub-member Bank and the Sponsor
Bank. All remedies which the parties may exercise under this Agreement are restricted
to NPCI, Sponsor Bank and Sub-member Bank. Neither the Reserve Bank of India, nor
the members of the Governing Council of NPCI in their individual capacity or any other
agency of the Reserve Bank of India shall be liable in any aspect under this agreement.

XXXIV. Language.

All communication in relation to agreed service and this agreement shall be performed
in the English language.

XXXV. Documents.
All documents shall be delivered in paper or electronic format.

XXXVI. Signatures.
The Parties, by the dated signature of their authorized representatives appearing
below, acknowledge that they have read and understood each and every term of this

24
Agreement and agree to be bound by its terms and conditions.

SIGNED, Sealed & Delivered for and on behalf of NPCI.

(Signature) (Date)

(Name)

(Title & Seal)

SIGNED, Sealed & Delivered for and on behalf of the Sub-member bank

(Signature) (Date)

(Name)

(Title & Seal)

SIGNED, Sealed & Delivered for and on behalf of the Sponsor Bank.

(Signature) (Date)

(Name)

(Title & Seal)

25
 Schedule A - Services and Quality of Service Requirements.

1. NFS Services as provided by NPCI

a. Transactional Services
Presently Offered
i. Cash Withdrawal
ii. Balance Inquiry
iii. Mini Statement
iv. Pin Change

Transactions Proposed
i. Chequebook Request
ii. Statement Request
iii. Funds Transfer
iv. Mobile number, UID Number Update

2. IMPS Services as provided by NPCI

a. Transactional Services
Presently Offered
i. Person 2 Person
ii. Person 2 Account
iii. Person to Merchant
iv. Verification Requests

2. AEPS Services as provided by NPCI

a. Transactional Services
Presently Offered
i. Cash Disbursement
ii. Balance Inquiry
iii. Mini Statement
iv. Aadhaar to Aadhaar Transfer

3. Settlement Services

a. Net settlement for the members and Sub-members

b. T+1 settlement on business days
c. Business day window – 23:00 pm to 23:00 pm
d. Availability of this will be on all RTGS working days

4. Dispute Management Services

i. Debit/Credit Adjustment
ii. Chargeback
iii. Chargeback Accept
26
 iv. Re-presentment
v. Pre-arbitration
vi. Pre-arbitration Accept/Decline
vii. Arbitration

5. Terms of services for Sub-Member Bank.

a. Sub-member Bank shall abide by all Operating Guidelines, Procedural

Guidelines and operating circulars issued by NFS Network and other
NPCI Network Services time to time.

b. Sub-member Bank shall route all the transactions though NPCI

Network.

c. Sub-member Bank shall provide all services of NFS Network on all the
ATMs deployed.

d. Sub-member Bank shall bear the cost of the connectivity from their
Switch to NFS unless specified by NPCI otherwise

e. Sub-member Bank shall submit the settlement mandate form from

Sponsor Bank to NPCI.

f. Sub-member Bank shall abide by Transactions Documents for all the

specifications, procedures and guidelines prescribed by NPCI Network
time to time.

g. Sub-member Bank shall certify its Switch with NFS central systems as
per guidelines described time to time and also for any of the major
changes/releases/upgrades done. Sub-member Bank will pay to NPCI as
per the prescribed charges for Certifications

h. NPCI will have the final right to certify if the Sub-member Bank or ASP
Switch is certified on NFS Network.

i. Sub-member Bank must submit the ATMs with proper address and PIN
Code to NFS Network on monthly basis.

j. Sub-member Bank shall keep NPCI team informed on all the major
downtimes, scheduled/unscheduled with root cause analysis

k. Regulatory directions and changes will be binding on NPCI and Sub-

member Bank

l. Sub-member Bank shall be responsible for proper display of the brand

such as NFS and/or RuPay decided by NPCI at the ATM site

m. Sub-member Bank must provide any information regarding transactions

27
 on Sub-member Bank ATMs as required by NPCI time to time, not
limiting to ATM Switch records, ATM electronic journals, CCTV footage
etc.

n. If any outsourcing services from any ASP taken by Sub-member Bank

relating to this agreement, Sub-member Bank must ensure all security
guidelines listed in this agreement are in practice by ASP

6. Service Availability commitment from NPCI and Sub-member Bank

a. The Sub-member Bank must have the PR and DR for operating its
central Switch.

b. The Sub-member Bank must have an infrastructure which will provide

minimum of 99.5% uptime on monthly basis

c. NPCI must have an infrastructure which will provide minimum of 99.5%

uptime on monthly basis

d. Sub-member Bank shall confirm to NPCI on the BIN maintenance or

updation on its switch within 5 working days after receiving the BIN List
from NPCI

e. Sub-member Bank shall abide to all operating circulars issued by NPCI

on the maintenance period for scheduled downtime, frequency of DR
drills time to time.

7. Escalation Matrix

Classification of Severity Level of Time

Downtime Escalation
All transactions 0 L3/L4/L5 20 Mins
declined
Some of the 1 L3/L4 40 Mins
transactions Declined
Few Transactions 2 L2/L3 60 Mins
Declined – Specific
Banks
Few Transactions 3 L1/L2 240 Mins
Declined – one Bank

8. Quality of Service, Security Measures for Sub-member Bank

28
a. Dispute Ratio on ATMs – The Sub-member Bank must monitor the
dispute ratio on daily basis and this ratio must be less than 0.03% of
the volume processed every month. The Sub-member Bank must strive
to achieve the ratio of < 0.01% on its ATM network. NPCI will provide
all assistance to Sub-member Bank to achieve this min requirement of
the NFS Network.

b. The Sub-member Bank must have the 3 way reconciliation software for
early resolutions of the disputes and the centralised EJ pulling software
and must have experienced staff to do this exercise every business day.

c. The Sub-member Bank must have 24*7*365 central helpdesk for

monitoring and resolution of the complaints.

d. The Sub-member Bank must ensure that its processing centers PR and
DR are PCI DSS certified

e. The Sub-member Bank must ensure to use the FIPS certified HSM for pin
generation/verification process and also all ATM devices deployed in
the field are PCI DSS compliant.

f. The Sub-member Bank must have enough security measures at the ATM
site. Please refer: ATM SECURITY TASK FORCE: RECOMMENDATION
REPORT. Please refer Annexure 4

g. The Sub-member Bank must have all the logs including ATM, central
systems preserved for the requirements as per NFS Operating and
procedural guidelines and as per the requirements of Banking
Ombudsmen.

h. Sub-member Bank must have risk management department which is

responsible for monitoring the risks, security alerts, transaction frauds
etc.

i. Sub-member Bank must have risk reports and at a later date real time
fraud and risk management solution.

j. Sub-member Bank must comply with all the operating circulars issued
by Indian Banking Association (IBA) on ATM site display of necessary
information such as ATM ID, support call details etc.

29
 Schedule B - Contact Details

NPCI:

NPCI Operations Escalation Matrix

NPCI Help Desk
Ph: 022-4050 8667 / 8668 / 8661
Ph: 022- 4050 8500
nfshelp@npci.org.in

Network contact
Ph: 022-65734847/8108122847
Ph: 022- 30064613
npcinetL1mum@npci.org.in/ npcinetl2mum@npci.org.in
Level
1 Mr. Sarit Das NPCI DMS
Ph: 022-4050 8657, 022- 4050 Ph: 022-4050 8662
8500
M: +91-8108108694 Ph: 022- 4050 8500
sarit.das@npci.org.in nfsdms@npci.org.in

Mr. Ajit Raju Mr. Niranjan Repaka

Ph: 022-4050 8655, 022- 4050 Ph: 022-4050 8663, 022- 4050 8500
8500
M: +91-8108108695 M: +91-8108122881
ajit.raju@npci.org.in niranjan.repaka@npci.org.in
Mr. Suhas Parab Mr. Pankaj Samarth
Ph: 022-4050 8665, 022- 4050 Ph: 022-4050 8658, 022- 4050 8500
8500
Level M: +91-8108122864 M: +91-8108122861
2
suhas.parab@npci.org.in pankaj.samarth@npci.org.in

Mr. Mehfooz Khan Mr. Satheesh Kumar

30
 Ph: 022-4050 8664, 022- 4050
Ph: 044-28160759
8500
M: +91-8108122867 M: +91-9789911755
mehfooz.khan@npci.org.in Satheesh.kumar@npci.org.in

Sourabh R Shukla Rama Raju

Ph: 022-4050 8661, 022- 4050
8500
M: +91-8108122897
sourabh.shukla@npci.org.in
Ph: 022-4050 8662, 022- 4050 8500
M: +91-8108122895
rama.raju@npci.org.in

Vinod Kumar
Ph: 022-4050 8663, 022- 4050
8500
M: +91-8108108612
vinod.kumar@npci.org.in
Mr.Avinash Kunnoth Mr.Chetan Bondre

Level Ph: 022-4050 662 Ph: 022-4050 8659

3 M: +91+8879772725 M: +91-8879772729
avinash.kunnoth@npci.org.in Chetan.bondre@npci.org.in
Mr. Shaktiswar Rao Ms. Nayan Bhandarkar
Ph: 022-4050 8670, 022- 4050
Ph: 022-4050 8669, 022- 4050 8500
8500
M: +91-81081 22856 M: +91-81081 22829
saktiswar.rao@npci.org.in nayan.bhandarkar@npci.org.in
Level
4
Mr. A N Murali
Ph: 044-28160793
M: +91-9246118642
murali.an@npci.org.in
Mr. Ram Sundaresan
Level Ph: 022-4050 8511, 022- 4050 8500
5
M +91 8108108643

31
 ram.sundaresan@npci.org.in

Sub-member Bank – Details:

Escalation Name Contact Details

Level

1st level Operations Helpdesk

Team

2nd Level

3rd Level

4th Level

32
 SCHEDULE C – DC Locations and Offices

NPCI

1) NPCI Main Office

National Payments Corporation of India
1001A, B wing 10th Floor,
The Capital, Bandra-Kurla Complex,
Bandra (East), Mumbai - 400 051

2) NPCI Primary Data Center

C/o Tata Communications

Floor 3, Building C,
Bandra Kurla Complex, Bandra East
Mumbai – 400 051, India.

3) The Disaster Recovery and business continuity infrastructure is

situated at
C/o. Reliance Communications Infrastructure Ltd
Floor IDC Sha 1-A, Reliance House No.6,
Haddows Road,
Nungambakkam
Chennai - 600 006

Or such other site as may be determined by NPCI and notified in

writing to the other party.

33
Sub-member Bank

1) Main Office

2) Primary Data Center

3) The Disaster Recovery and business continuity infrastructure is

situated at

34
 Annexure 1

Annexure 1 refers to NFS Common Operating and Procedural Guidelines, NFS

Settlement Procedures which shall form part to this agreement.

35
 Annexure 2

Annexure 2 refers to IMPS Procedural Guidelines.

36
 Annexure 3

Annexure 3 refers to APES Procedural Guidelines.

37
 Annexure 4

Annexure 4 refers to ATM Best Security Practices, report by Industry working group
set up by NPCI, which shall form part to this agreement.

38
 Annexure 5
Annexure 5 refers to NFS - Sub Member On-Boarding Compliance Guidelines v3.0,
which shall form part to this agreement. As a prudent risk management process NPCI
would like to seek the underlying documents to perform a dedicated Sub-member
Bank risk assessment and compliance evaluation (RACE) –

1. Duly filled self-assessment risk evaluation matrix.

2. Introduction letter by Sponsor Bank.
3. Certified true copy of Board Resolution to participate in NPCI
payment systems.
4. RBI license copy to conduct banking and other allied services
5. Annual Report (of Sub-member Bank)
6. Audit Classification Report / CAMELS score
7. KYC/AML undertaking
8. Disabling of Cash Retraction – Undertaking
9. Duly filled & signed Network Compliance Form
10. Undertaking by Sub-member Bank
11. Duly signed NDA

39