Sparrow Pay Pvt. Ltd. is a payment service provider licensed by Nepal Rastra Bank ( Central Bank of Nepal) operating and facilitating e-wallet service in Nepal, branded as Khalti Digital Wallet hereinafter referred as Khalti which allows end customers to make digital payments using Khalti for products or services bought at the Merchant's websites and applications.
- Merchant shall integrate Khalti Payment Gateway API in its website or mobile application. Merchant needs to sign up and fill business KYC to Merchant Dashboard from khalti.com/merchant in order to enable digital payments for the products/services being sold on Merchant's websites and applications by using Khalti's payment platform.
- The Merchant shall follow all the terms, conditions and usage guidelines of Khalti Payment Gateway.
Required documents to become business partner of Khalti
For Private & Public Limited Companies
- Company Registration Certificate from Company Registrar Office
- PAN/VAT Certificate
- Memorandum of Association (MOA) & Article of Association (AOA) (In case of private and public companies)
- Latest Tax Clearance Certificate
- Government Recognised Identity Card of all shareholders.
- Minute or consent letter/document from board of directors for doing such business.
For Firm (Sole or Partnership)
- Banjiya/Udhyog Registration Certificate
- PAN/VAT Certificate
- Latest Tax Clearance Certificate
- Proprietor/Partners details with Identity Certificate
- At the time of signing agreement the Merchant shall pay Khalti a one time API Fee and Annual Account Maintenance Charge applicable from the 2nd year of contract.
- On every successful transaction, a service charge shall be charged on a percentage basis on a real time basis.
- The commercials are subject to revision from time to time, with the consent of both Merchant and Khalti.
- Both Parties shall bear their own cost of any obligation imposed upon them under the applicable law of the land with respect to any taxes or similar items in connection with this Agreement.
- The fee shall be subject to withholding tax as per the tax rules of the Government of Nepal.
Financial & Legal Terms
- Indemnity letter If found any legal dispute in the course of payment to indemnify Sparrow Pay Pvt. Ltd.
- The business operated by a merchant or B2B Agent must be operated knowingly or unknowingly legally. If found illegal issues, all cost of legal proceedings of Sparrow Pay shall be borne by the respective merchant and B2B Agent with 100% extra Penalty
- Any kind of system error shall be pre-informed to all merchants & B2B
- Khalti shall provide a tax invoice on a monthly basis on the month end of Nepali calendar to the Merchant.
- Amount collected by the Merchant for the service and product in Merchant website shall be accumulated in Merchant Account in Khalti; which the Merchant can withdraw to any Partner Bank.
- Merchants will at all times display logos and other such trademarks of Khalti that may be mutually agreed at the website and mobile applications.
- Merchant shall promote, inform and educate its users about services of Khalti as a payment partner through various outreach mediums.
- All the promotional/advertising schemes which may be introduced by Khalti will have to be duly honored by the Merchant.
- The Merchant agrees to participate in initiatives that Khalti may announce from time to time, such as new customer acquisition activities including those assisted by a promoter funded by Khalti, in customer promotional campaigns, in Merchant-get-Merchant campaign and other forms of Merchant loyalty programs etc.
- Merchants shall not advertise or use in advertising or any other form of promotion, the Brand name “Khalti™” without the appropriate trademarks and/or copyright notice, specifying Khalti's claim for registrations of the marks.
- Merchant shall take prior written approval of Khalti for conducting any advertising campaign.
- Merchants shall not advertise inappropriate/ incorrect logos of Khalti in its advertising mediums. Merchants shall get the creatives or designs approved from Khalti for brand guidelines assurance. Merchant can extract Khalti logos from khalti.com/logo
- Khalti shall promote Merchant and keep logos in its website and application.
- Khalti shall promote the merchant through all its platforms.
- In terms of visibility Khalti will make creatives, and if required shall also make videos, blogs for promotions.
Transactions, Refund and Chargeback
- All the transactions shall be reflected in Merchant Khalti Dashboard in real time.
- Khalti shall not be responsible for any Transactions that have not been confirmed by Khalti Wallet.
- In case of a ‘Chargeback’, or repudiation of any transaction by a Customer, Khalti will suspend the Customer's Wallet from the time such claim is reported to Khalti. This is the sole and exclusive remedy available to the Customer through Khalti.
- Any Refund request by any Customer shall be as per Merchant's policy. Merchant shall not give any cash refunds to the Customer. In case a refund request is accepted by the Merchant, the Merchant shall send a report of refund (in the specified format provided by Khalti), thereafter Khalti shall conduct its investigation and in case the request is found to be valid/lawful, Khalti shall refund the Customer Charge to the Khalti Wallet of the Customer. Khalti shall thereafter settle the refund amount with the Merchant in future transactions made by the Merchant.
Roles of Merchant
- Merchants must fill their Merchant KYC in Khalti. The Merchant shall provide KYC to Khalti at the time it desires to become KYC Merchant of Khalti.
- Merchant shall provide the Products or Services to the Customer only upon transaction confirmation from Khalti to the Merchant.
- All disputes relating to quality of Services/Products etc. shall be sole liability of the Merchant.
- Merchant assures; undertakes and guarantees that the products and services as detailed as Prohibited items shall not be sold from the online web/ mobile application.
- Merchant shall be solely responsible for all issues relating customer service, transaction, products sold at the the website/application, including but not limited to Customer Charge, order fulfilment, order returns, refunds, exchanges and adjustments, rebates, functionality and warranty, technical support and feedback concerning experiences with its personnel, policies or processes and the Merchant shall bear any and all expenses and/or costs relating thereto.
- Merchants shall not conduct any unlawful transactions like cash out etc. using Khalti Services.
- The Merchant will ensure the safety and confidentiality of its Login ID and Password and shall keep Khalti indemnified in case of misuse of the same.
Roles of Khalti
- Provide a fully functional API which enables the Users to make payments for the Services through Khalti Payment Gateway from Merchants application and websites.
- Khalti shall provide all kinds of technical support to the merchant.
- Khalti shall provide Merchant Dashboard login credentials, tutorials, training related to Merchant dashboard.
- Khalti shall ensure the safety and confidentiality of Merchant Dashboard credentials by not sharing it with any third party.
- Khalti shall keep the merchant data and transaction details safe and shall not disclose such information to any third party.
- Khalti reserves the right to suspend/delete the Merchant Account in case of suspicion of any fraud/abusive transaction. The balance amount remaining in the Merchant’s Khalti Account in case of such suspension shall stand forfeited.
- In case of a system glitch, Khalti shall coordinate with the Merchant and fix such issues.
- Merchants shall not split a single sale into more than one transaction.
- Merchant must not process a transaction after receiving decline response (Exception: System failure for that transaction, Transaction time-out, Customer Request to reprocess)
- Merchant shall stop processing Khalti Transaction as soon as Khalti tells Merchant to do so.
- Merchant shall not give cash refund for Khalti purchase and any refund must go back to the same wallet holder for the purchase transaction through Khalti as per the Khalti Wallet Refund process.
- The wallet transaction must not be a payment for goods or services that violates a law that applies to Merchant or the wallet holder or for goods and services outside the description of Merchant's business;
- Merchant shall not attempt to levy service charge for use of wallet and must not attempt to set minimum transaction limits for transaction for the use of Khalti wallet.
Merchants shall always endeavor to keep all data related to transactions under this Agreement secure and will follow industry practice and any guidelines issued by any regulatory authority from time to time. As part of data security obligations, merchants shall not store Khalti authentication information (PIN/ OTP). The Merchant acknowledges and agrees not to store the Khalti Wallet credentials of the Customer in any form including without limitation by creating logs.
Khalti’s website (www.khalti.com) is subject to maintenance, repairs, inspections, modifications and improvements, during which the Khalti Service may not be available. Such scheduled Downtime is subject to change. As to any outage of the normal services resulting there from, such outage shall not constitute a breach of contract by Khalti.
- The Agreement between Merchant and Khalti may be terminated by either party at any time, for any reason, with or without cause, upon a written notification 30 days prior to the date of termination to the other party.
- If either of the Party or business of the Party is found illegal under the laws of Nepal by the Authority of Nepal Government or Court in Nepal, the other Party shall terminate the agreement with or without further notification to the concerned Party.
- The agreement shall be deemed to be terminated from the effective date of any laws, rules, directives or circulars prohibiting any contract of this type pronounced by the laws of Nepal In such case, thirty (30) days prior written notification need not to be served by the parties.
- Upon termination of the Agreement between the parties, the respective obligations of the Parties set out in the contract shared, shall cease. However, any amounts due and payable under the Agreement shall continue to be due and payable in full and has to be settled within thirty (30) days after the termination.
Return of Data
Upon termination or expiration of the Agreement between Merchant and Khalti, each party's rights to use or possess Confidential Information automatically terminate immediately. Each party shall return, or at the other party’s request provide verification of destruction of, any copy of any other party's Confidential Information it may possess.
- During both the term of the agreement and thereafter, notwithstanding termination of the agreement, either party shall not direct or indirectly, disclose, disseminate or otherwise make available to any third party any confidential information.
- It is understood that in the performance of its duties hereunder, either parties shall not furnish proprietary information of another party or its group companies which is of a confidential nature and which may consist of ID, password, drawing, designs business and financial information and other material and data relating to technical and commercial aspects of product and service. Either party shall treat all such information, whether in written or oral form, as strictly confidential, and shall use the same only during the term of the agreement and only for the purpose of carrying out its duties as permitted hereunder and shall not duplicate or disclose such information to third person except with the prior consent of either party.
Prohibited Services and Products
- Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the all laws of Nepal.
- Collecting and affecting / remitting payments directly /indirectly outside Nepal in any form towards overseas foreign exchange trading through electronic/internet trading portals.
- Government IDs or documents which include fake IDs, passports, diplomas, and noble titles.
- Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts
- Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content, Illegal products or the product which is not authorised by the nepal government or not in practice in Nepal.