This summary outlines the key obligations of merchants using CellPay Unified Payment Gateway (UPG). The complete Merchant Agreement is executed separately during merchant onboarding.
1. Merchant Eligibility
To qualify for services, merchants must operate as legally registered business entities under Nepalese laws, and satisfy CellPay UPG's regulatory onboarding standards, customer verification protocols, and Know Your Customer (KYC) requirements.
2. Merchant Obligations
Merchants using CellPay UPG agree to adhere to the following operational parameters:
- Conduct only legitimate, legal, and pre-approved business transactions.
- Maintain absolute accuracy regarding company updates, licenses, and ownership records.
- Securely protect and isolate all integration credentials, API secrets, and server access.
- Operate in strict alignment with guidelines from the Nepal Rastra Bank (NRB).
- Cooperate transparently during periodic compliance inspections, audits, and transactional fraud reviews.
3. Payment Acceptance
Merchants are authorized to process transactions using the channel suites provided by CellPay (digital wallets, QR codes, debit/credit cards, and banking transfers). All channels are subject to service availability thresholds, card brand network regulations, and NRB directives.
4. Settlement
Transactional funds are cleared and deposited into the merchant's specified bank account according to the agreed-upon settlement frequency. Disbursements occur after subtracting processing fees (MDR), client chargebacks, adjustments, refunds, and any regulatory holds or reserve requirements.
5. Refunds and Disputes
The merchant assumes full accountability for managing refund requests, consumer complaints, and chargeback disputes. Refunds must be processed within the procedures outlined in the CellPay API configuration, adhering to Nepalese customer protection frameworks.
6. Compliance
CellPay reserves the absolute right to monitor transactions in real-time, execute compliance inspections, and suspend services or terminate merchant access if security breaches, illegal transactions, or non-compliant actions are detected.
7. Limitation of Liability
To the maximum extent allowed under Nepalese legislation, CellPay disclaims liability for any indirect, consequential, or punitive damages, or business losses caused by telecom failures, banking network downtimes, server maintenance, or force majeure events.
8. Governing Law
This Merchant Agreement is governed by, and construed in accordance with, the laws of the Government of Nepal and the guidelines issued by Nepal Rastra Bank. Any disputes arising hereunder shall fall under the exclusive jurisdiction of courts in Kathmandu, Nepal.
Looking for the full legal execution?
For complete terms governing the merchant relationship, please refer to the Merchant Agreement executed during onboarding. If you require another copy of your contract, please contact our merchant onboarding team.