1. Scope of Services
The service provider (SP) shall perform the services agreed between the parties with reasonable skill, care, industry-standard practices, and in compliance with applicable laws and relevant RBI outsourcing and other guidelines.

2. Governance & Cooperation
The SP will reasonably cooperate with Aurionpro Payment Solutions Pvt. Ltd. (Aurionpro) to support compliance with regulatory and internal requirements and will maintain suitable policies for security, operations, and risk management. The SP shall comply with directions given by RBI insofar as they involve activities of Aurionpro.

3. Data Protection, Confidentiality & Information Security
The SP during the term of the agreement and thereafter shall protect and maintain the confidentiality of all Aurionpro documents, data (including customer, merchant, documents, data and partner information) through safeguards, limit access to what is necessary, and prevent unauthorized use or disclosure and during this period the SP shall preserve Aurionpro Data in accordance with legal / regulatory obligations applicable to Aurionpro.

The SP will maintain security controls aligned with industry standards, manage vulnerabilities, ensure timely patches/updates, and promptly notify Aurionpro of any significant incident impacting service availability or data confidentiality, enabling Aurionpro to meet regulatory reporting obligations. The SP shall be liable, hold harmless and indemnified Aurionpro from all amounts in case of breach of security and leakage of such information related to customers.

4. Business Continuity & Disaster Recovery
The SP shall maintain a reasonable BCP/DR framework, contingency plan, conduct periodic testing, provide summary results upon request, and work with Aurionpro to restore services promptly during disruptions.

5. Data Location & Transfers
The SP will inform Aurionpro of the primary/backup data locations, comply with applicable Indian data-storage requirements, and obtain prior written approval for any cross-border data transfer.

6. Sub-contracting
Sub-contracting in whole or in parts shall require Aurionpro’s prior written consent. Approved subcontractors shall follow controls comparable to those applicable to the SP.

7. Audit & Regulatory Access
Aurionpro shall have right to conduct audit of the SP, whether by its internal or external auditors, or by agents appointed to act on its behalf, and to obtain copies of any audit or review reports and findings made about the SP in conjunction with the services performed for Aurionpro. The SP shall allow RBI or person(s) authorised by it to access the documents, record of transactions and other necessary information given to, stored or processed by the SP, within a reasonable time. RBI shall have right to inspect the SP and the books of accounts, by one or more of its officers or employees or other persons.

8. Technology & Change Management
The SP shall use licensed and legitimate software, maintain prudent change-management practices, and discuss any material change that may affect service quality or security with Aurionpro in advance.

9. Performance Standards & Monitoring
Reasonable performance parameters will be mutually defined, and Aurionpro shall be entitled to continuously monitor and assess the services and SP, so that any necessary corrective measure can be taken immediately;

10. Asset & Data Management on Termination
Upon expiry or termination, the SP will return or securely delete Aurionpro’s data in accordance with mutually agreed procedures and timelines, and continue to protect confidentiality as required by law.

11. Termination Assistance
Upon termination, the SP will provide reasonable support to ensure smooth transition of services to Aurionpro or a replacement provider, on commercially agreed terms.

12. Financial Soundness
The SP will promptly inform Aurionpro of any material adverse development affecting its ability to provide the services and outline reasonable corrective measures, to the extent legally permissible.