Terms and Conditions

Scope of Services

1. The terms below provide a general description and terms and conditions governing the Services that the Company may provide to the Merchant. We may provide the Merchant with a more detailed description of the Services through published software libraries, APIs Documentation, and additional resources we make available to the Merchant on our Website.

2. In providing the Services, the Company avails / may avail services provided by various third-party service providers, including but not limited to banks, payment service providers, and other technology service providers. The Merchant hereby agrees that the Services may be subject to terms and conditions prescribed by such third parties and agrees to be bound by such terms and conditions, where applicable.

3. The Merchant acknowledges that the Services do not involve any services or assistance in respect of:

(i) delivery of any goods and/or services,

(ii) any regulatory or compliance reporting, filings, and/or submissions.

4. The Company is not responsible for any risks associated with the sale, quality, merchantability, delivery, non-delivery, delay in delivery of the Products, in any manner whatsoever. The Merchant is solely responsible for the same.

Due Diligence

1. The Company reserves the right to ask for Account Information to carry out certain due diligence checks on the Merchant (and if the Merchant is a partnership, association of individuals, or a corporate body, the individuals associated with the Merchant, such as business representatives, directors, and beneficial owners) during onboarding and/or at any time during the course of providing Services. The Company may also ask for Account Information regarding the Merchant's bank account and the transactions submitted by the Merchant.

2. Purpose of Collecting the Account Information: The Company conducts due diligence checks using the Account Information with the following purposes:
   a. to provide the Services;
   b. to verify the identity and authority of the Merchant and the Merchant's business representatives;
   c. to mitigate against the risk of money laundering, terrorism financing, information security management, and other risks associated with cross-border financial transactions;
   d. to verify the bona fides of the Merchant's transaction(s);
   e. to fulfill applicable domestic and foreign legal, regulatory, and compliance requirements including Know Your Customer (KYC) and anti-money laundering (AML) obligations applicable to the Company and/or its Affiliates.

3. The Merchant acknowledges and agrees that:
   a. The Merchant undertakes to keep the Company informed about any change in Account Information including but not limited to change in the Merchant's business activities, change in control, changes to the Merchant's beneficial owners, business representatives, and/or other key individuals associated with the Merchant, without any delay;
   b. The Merchant is responsible for the accuracy of any Account Information provided to the Company during onboarding and shall not withhold any information that would make such Account Information inaccurate or incomplete;

4. The Merchant will indemnify and hold the Company harmless from any losses or liabilities arising from the Merchant's failure to comply with these obligations.

5. The Company reserves the right to:
   a. postpone the opening of the Account or to temporarily or permanently block the Account if there is any delay or failure on the Merchant's part to provide the Account Information;
   b. request any additional document or information if reasonably necessary to meet any of the purposes set out in sub-clause (2) even after Account opening;
   c. not process any Transaction which it finds to be suspicious, illegal, fraudulent, or violative of the Company Account Terms;
   d. Update or modify the due diligence processes as necessary to comply with changes in regulatory requirements or industry best practices. The Merchant will be notified of any material changes to these processes in accordance with the Company Account Terms;
   e. engage third-party service providers towards carrying out the due diligence checks and processes;

6. The Merchant's failure to provide accurate or up-to-date information or to cooperate with the due diligence processes may result in the suspension or termination of the Merchant's Account with the Company.

Transactions

1. The Merchant may place Transaction Requests via the Services. The Company may reject authorization of a Transaction, without any liability, for any reason whatsoever, including but not limited to, risk management or if the Transaction is a Fraudulent Transaction.

2. The execution of a Transaction may be delayed or not completed in the following instances:
   a. circumstances beyond the Company's control which prohibits or limits the Company in executing the Transaction;
   b. any legal obligation under Applicable Law or any Governmental Requirement makes the execution of the Transaction a potentially illegal or non-compliant action; or
   c. the Transaction is flagged for Sanctions, fraud, money laundering, terrorist financing, or being otherwise suspicious in nature.

3. In the event of a Transaction failure, and to the extent legally permissible, the Company shall attempt to complete the Transaction if the impediment preventing execution can be removed, or where applicable, when the errors, inaccuracies, or omissions are corrected.

4. The Company shall assume that the Transactions have been duly authorized by the Merchant. In this regard, the Company shall not be liable for any losses or damages caused to any person whatsoever as a result of any Transaction request being unauthorized, inaccurate, or fraudulent.

5. The Merchant shall not make the Company party to any litigation / issues / disputes between the Merchant and the counterparties in relation to the underlying trade of goods/services between the Merchant and the counterparty.

6. There will be an additional limit imposed initially on the number of transactions and the volume the Merchant can route through the Company, which will be adjusted down as we understand the Merchant's risk profile better.

7. The Company is not liable for any Sales taxes implications coming from the transactions the Merchant does in a foreign state. Collecting and paying sales taxes is solely the Merchant's responsibility.

Settlement

1. The Company will settle to the Indian bank account of the Merchant's Registered Indian entity in INR, once every two weeks. The settlement timeline may be adjusted over time based on the procedures imposed by the regulator.

2. The Company may hold a certain percentage of the funds from every payout as reserve to fulfill any claims of refunds or chargebacks from the Merchant's end customers. When imposed, This limit will be decided as per the risk profile of the company and reduced over time.

Discretionary refunds and dispute settlements

1. Notwithstanding anything to the contrary in these terms or any definitive agreement between the Company and the Merchant, the Refund Policy, or any other arrangement between the Parties, and notwithstanding that refunds are ordinarily merchant-led, the Company shall be entitled (but not obliged), at its sole and absolute discretion and without the prior consent of the Merchant, to refund all or part of any Transaction amount to the Merchant’s end-buyer upon receipt of a complaint, including (without limitation) where the Company reasonably determines, suspects or is put on notice that:

a. the Merchant is or may be engaged in fraudulent, deceptive, or unlawful activity;
b. the goods, services, or deliverables that are the subject of the Transaction have not
been, or are not likely to be, provided, delivered, or performed as promised;
c. the product, service, or subscription that is the subject of the Transaction has been,
or is to be, discontinued, suspended, or withdrawn;
d. the Merchant has not adhered to its own terms and conditions, cancellation / refund
policies, or such other terms or policies governing the provision of goods or
services to its end-buyers;
e. an unauthorised, incorrect, or excessive debit has been made, including on a
Tokenised payment instrument, or a Transaction was not duly authorised by the
Merchant’s end-buyer;
f. the Transaction is the subject of, or is reasonably likely to become the subject of, a
chargeback, dispute, or regulatory or Card Network action; or
g. such refund is necessary or advisable to comply with Applicable Law, the rules of
any Card Network, or the direction of any regulator, issuing bank, or acquiring
bank, or to protect the Company from loss, liability, or reputational harm.

2. The Company shall be entitled, at its sole and absolute discretion and without the prior
consent of the Merchant, to invoke, participate in, respond to, or resolve any end-buyer’s
complaint or dispute through RDR, Ethoca, or any other Card Network dispute-
resolution, alert, or refund facility, and to authorise, accept, or process any resulting
refund, credit, or chargeback. Any refund or resolution effected through such facilities
shall be treated as a refund made under this Section.

3. The Merchant acknowledges that the Company’s rights under this Section are intended to
be for the purpose of risk mitigation and avoiding reputational losses to the Company and
the Merchant, and are deemed reasonable and justified. The Company may exercise the
rights in this Section before, without, or independently of any investigation, and is not
required to first afford the Merchant an opportunity to contest, remedy, or represent the
Transaction. Without prejudice to any other rights reserved by the Company vis-à-vis the
Merchant, the exercise of any such right shall not constitute an admission of liability by
the Company, nor a determination of fault on the part of the Merchant for any other
purpose.

4. Any amount refunded, credited, charged back, or otherwise disbursed by the Company
under this Section, together with any associated fees, costs, penalties, or network charges,
shall be payable by the Merchant to the Company on actuals and may, at the Company's
discretion, be (a) deducted or set off against any amounts, settlements, balances, or
reserves held by or payable to the Merchant; (b) recovered from any reserve or hold
maintained under these terms or any other definitive agreement between the Merchant
and the Company; or (c) recovered directly from the Merchant, which the Merchant shall
pay on demand. The Company’s standard chargeback handling fee may apply where a
chargeback is processed.

5. The Merchant irrevocably acknowledges and agrees that the Company shall not be liable
to the Merchant for any loss, damage, or claim arising out of, or in connection with, the
good-faith exercise of the rights under this Section, and the Merchant shall not make the
Company a party to, and hereby waives and releases the Company from, any dispute,
claim, or litigation in respect of any refund, credit, or chargeback effected in accordance
with this Section

Discretionary refunds and dispute settlements

1. Notwithstanding anything to the contrary in these terms or any definitive agreement between the Company and the Merchant, the Refund Policy, or any other arrangement between the Parties, and notwithstanding that refunds are ordinarily merchant-led, the Company shall be entitled (but not obliged), at its sole and absolute discretion and without the prior consent of the Merchant, to refund all or part of any Transaction amount to the Merchant’s end-buyer upon receipt of a complaint, including (without limitation) where the Company reasonably determines, suspects or is put on notice that:

a. the Merchant is or may be engaged in fraudulent, deceptive, or unlawful activity;
b. the goods, services, or deliverables that are the subject of the Transaction have not
been, or are not likely to be, provided, delivered, or performed as promised;
c. the product, service, or subscription that is the subject of the Transaction has been,
or is to be, discontinued, suspended, or withdrawn;
d. the Merchant has not adhered to its own terms and conditions, cancellation / refund
policies, or such other terms or policies governing the provision of goods or
services to its end-buyers;
e. an unauthorised, incorrect, or excessive debit has been made, including on a
Tokenised payment instrument, or a Transaction was not duly authorised by the
Merchant’s end-buyer;
f. the Transaction is the subject of, or is reasonably likely to become the subject of, a
chargeback, dispute, or regulatory or Card Network action; or
g. such refund is necessary or advisable to comply with Applicable Law, the rules of
any Card Network, or the direction of any regulator, issuing bank, or acquiring
bank, or to protect the Company from loss, liability, or reputational harm.

2. The Company shall be entitled, at its sole and absolute discretion and without the prior
consent of the Merchant, to invoke, participate in, respond to, or resolve any end-buyer’s
complaint or dispute through RDR, Ethoca, or any other Card Network dispute-
resolution, alert, or refund facility, and to authorise, accept, or process any resulting
refund, credit, or chargeback. Any refund or resolution effected through such facilities
shall be treated as a refund made under this Section.

3. The Merchant acknowledges that the Company’s rights under this Section are intended to
be for the purpose of risk mitigation and avoiding reputational losses to the Company and
the Merchant, and are deemed reasonable and justified. The Company may exercise the
rights in this Section before, without, or independently of any investigation, and is not
required to first afford the Merchant an opportunity to contest, remedy, or represent the
Transaction. Without prejudice to any other rights reserved by the Company vis-à-vis the
Merchant, the exercise of any such right shall not constitute an admission of liability by
the Company, nor a determination of fault on the part of the Merchant for any other
purpose.

4. Any amount refunded, credited, charged back, or otherwise disbursed by the Company
under this Section, together with any associated fees, costs, penalties, or network charges,
shall be payable by the Merchant to the Company on actuals and may, at the Company's
discretion, be (a) deducted or set off against any amounts, settlements, balances, or
reserves held by or payable to the Merchant; (b) recovered from any reserve or hold
maintained under these terms or any other definitive agreement between the Merchant
and the Company; or (c) recovered directly from the Merchant, which the Merchant shall
pay on demand. The Company’s standard chargeback handling fee may apply where a
chargeback is processed.

5. The Merchant irrevocably acknowledges and agrees that the Company shall not be liable
to the Merchant for any loss, damage, or claim arising out of, or in connection with, the
good-faith exercise of the rights under this Section, and the Merchant shall not make the
Company a party to, and hereby waives and releases the Company from, any dispute,
claim, or litigation in respect of any refund, credit, or chargeback effected in accordance
with this Section

Fees

1. The Company will charge fees as per its pricing schedule.

2. The Company will have to pass on any forex-exchange related charges levied on itself by its partners or AD banks in relation to the Merchant's transaction.

3. Any cost associated with Frauds and chargebacks will be the Merchant's responsibility and owed to the Company. The Company will charge $30 per chargeback as costs of processing and handling the chargeback.

4. The Company shall be entitled to offset the fees any other amounts (whether actual or contingent, liquidated or unliquidated) that become due or owed to the Company (such as chargebacks), from the Balance.

5. In the event the funds reflected in Balance are insufficient to pay the amounts owed to the Company, its Affiliates, or customers, the Merchant shall remain liable to the Company for the remainder, and the Merchant shall forthwith pay or reimburse such remainder in full on demand.

6. All sums payable by the Merchant shall be paid in full without any deductions (including deductions in respect of items such as withholding, sales, or other taxes, charges, and/or duties). If the Merchant is required by applicable laws to make a deduction or withholding from any payment due under the Company Account Terms, the Merchant shall pay such additional amounts as are required to ensure that the net amount received and retained by the Company equals the full amount that would have been received and retained by the Company had no such deduction or withholding been made and/or no such liability to tax been incurred.

Account Operation terms

1. The Company may put the Merchant's Account on hold, in whole or in part, in the following cases ("Hold"):
   a. The Company detects any fraud, suspicious or unusual activity on the Merchant's Account;   

 b. Any Account Information provided by the Merchant is found to be incorrect, incomplete, unauthorized, or misleading;     

c. The volume of chargebacks received by the Company in relation to the Merchant's account exceeds 0.5% either by number of transactions or by volume. 

  d. The Company and/or its banking institution and/or payment service provider flags the Merchant or the business associated with the Merchant for Sanctions, fraud, money laundering, financing of terrorism, or other illegal or unlawful activities; 

  e. Any Regulator directs the Company and/or its banking institution and/or payment service provider to stop/pause/investigate the Merchant's Transaction(s);

   f. The Company detects any other risk with regard to the Merchant or the Transaction;

2. In the event of Hold being placed, until the Company's investigation into the underlying factors is completed,
   a. The Merchant must not attempt to open another Account with the Company directly or indirectly; 

  b. The Company reserves the right to put any or all pending Transactions on hold; 

   c. The Merchant will not be able to submit any new Transaction Requests; and. 

 d. The Merchant will not be able to redeem or withdraw or carry out any activities on the funds available in the Balance.

3. The Company also reserves the right to apply a partial Hold on particular Transaction(s) according to its risk determination, in which event the Merchant's rights with respect to the applicable Transaction(s) will be suspended until the Hold is resolved. The Company can also inform the regulator if any illegal or risky activity is determined.

4. Notwithstanding the foregoing, the Merchant acknowledges that the Company may not be able to provide the Merchant with notice of the Hold:
   a. if Applicable Law, Governmental Requirement and/or contract with the Company's banking institution or payment service provider restricts such disclosure; and/or. 

  b. The Company determines that such disclosure may jeopardize the Company's investigation into the Hold.

5. Upon completion of the investigation into the underlying factors, if the Company determines, at its sole discretion, that:
   a. the anticipated risks are satisfactorily resolved, the Company shall release the Hold and the Merchant will be able to resume the Merchant's Account activities or the applicable Transaction(s), as may be applicable; 

  b. the anticipated risk(s) continue to subsist, the Company shall be entitled to permanently deactivate the Account and terminate the Company Account Terms.

6. The Company may close the Account at any time without any reason and shall endeavor to provide the Merchant with 21 days' notice in writing or via the Services. The Account and the Services shall stand terminated upon the expiry of the notice. During such notice period, the Merchant will continue to have access to the Account and the funds held therein. Notwithstanding the above, the Company reserves the right to restrict the Merchant's access to the Services, in whole or in part, as it deems fit during the notice period.

7. The Merchant shall not use the Services in relation to:

(i) any activity prohibited under the Prohibited Business List; and / or

(ii) any activity which is illegal / prohibited under Applicable Law, including the FEMA, Foreign Trade Policy, or the Customs Act, 1962.

Intellectual Property

1. The Company grants the Merchant a limited, non-exclusive, non-transferable, non-perpetual, non-sublicensable, revocable license to use the Services as contemplated in, and in accordance with the terms of the Company Account Terms.

2. Access to or use of the Services does not confer and should not be considered as conferring upon anyone any license to the Company's or any third party's intellectual property rights other than the rights that are expressly granted. Any unauthorized use of the Services or its contents is prohibited.

3. Using the same Company account on different websites is not permitted unless all information about the new website is disclosed to us 1 week before starting operations.

Indemnity

1. Either Party ("Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party and its affiliates, including their respective directors, agents, consultants, and employees (each an "Indemnified Party"), from and against any and all loss, claim, demand, suit, action, proceeding damage, interest, fine, penalty, fee, charge, cost and/or expense (including any reasonably incurred legal and other professional fees, costs and/or expenses) ("Losses") whatsoever and howsoever arising which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to Indemnifying Party's, its affiliates', or their respective employees', agent's, representative's:
   a. breach of the Company Account Terms;   

 b. Fraud, material misrepresentation, willful misconduct, or gross negligence; and/or 

   c. Infringement of Intellectual Property Rights of any third party.

2. The Merchant agrees to indemnify, defend and hold harmless the Company/its Indemnified Parties from and against any and all Losses arising out of or in connection with:
   a. access and/or use of the Services using the Merchant's Account in a manner that is inconsistent with the the Company's Account Terms, whether or not such access and/or use was authorized or whether it was due to any act or omission on the Merchant's part; 

  b. any dispute or chargeback initiated in connection with the Merchant's Transaction resulting in debit to the bank account of the Company or its Indemnified Parties; and/or 

  c. any penalties imposed on the Company or its Indemnified Parties by banks, payment institutions or Regulators as a result of, or in connection with, the Merchant's Transaction.

3. Neither Party's liability to the other Party for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of the cause of action), shall not exceed the amount of the total fees charged and collected by the Company from the Merchant under the Company's Account Terms during the 6 months preceding the event giving rise to the claim.