Terms of Service

 

This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

 

This document is published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 that require publishing the rules and regulations, privacy policy and terms of use for access or usage of domain name/ website pay.udaan.com including the related mobile application (hereinafter referred to as (“Website”).

 

These Terms and Conditions (“T&C”) govern the access and use by the merchants of HIPL (“you”, “your”) of the website provided by Hiveloop Internet Private Limited (“HIPL”, “we”, “us” or “our”), a company incorporated under the laws of India, having its principal office at its Regd. Office, being TWA - SJR - The Hub, 1st Floor of South Wing, Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Bengaluru, Karnataka- 560102.

 

These T&C’s, our privacy policy available at https://pay.udaan.com/PrivacyPolicy/index.html  (“Privacy Policy”) along with the other agreements and policies constitutes your agreement with HIPL (“Terms”). Please read the Terms carefully before accessing the Website and availing the Payment Services (defined below). If you do not agree to these Terms, you may not access the Website. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms, at any time without any prior written notice to you. It is your responsibility to review these Terms periodically for any updates / changes. By impliedly or expressly accepting these Terms, you also accept and agree to be bound by any amendments, updates and modifications to the Terms and the other policies (including but not limited to, Privacy Policy), as maybe amended, updated, and modified from time to time. 

 

Upon your request in writing, we may also make these T&C’s and Privacy Policy available to you in one of the languages specified in the VIIIth Schedule of the Constitution of India. You may send such a request to us on [email protected]. Upon receipt of such a request, we will share the T&C’s in the language so opted by you within seven (7) working days. In case of any discrepancy between the English version of the T&C’s and the version in the language so opted by you, the English version shall prevail.

Additional terms and conditions may apply to you in respect of availing specific services as may be offered by us from time to time. You agree to abide by such other terms and conditions, including, where applicable, representing that you have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms agreed for a specific service offered by HIPL and availed by you, the latter terms shall prevail with respect to your use of the specific services.

1.              DEFINITIONS

 

a)              “Applicable Law” shall mean any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other government restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority, whether in effect as on the date of you agreeing to be bound by these Terms or at any time thereafter;

b)             “Authority” shall mean any judicial or quasi-judicial authority or any regulatory, statutory authority of any such territory where Payment Services are being offered;

c)              “Chargeback” shall mean the reversal of the debit of the Transaction Amount that was charged by you, where the reversal is approved by the Facility Provider and/or the Technology Provider following examination of the Transaction related documents and information furnished by you.

d)             “Chargeback Amount” shall mean the aggregate amount that the Facility Provider and/or the Technology Provider charges HIPL pursuant to a Chargeback.

e)              “ Chargeback Documents ” shall have the meaning ascribed to the term in paragraph 5.1 of these T&C’s.

f)              “ Chargeback Request ” shall mean a claim for Chargeback by the Customer.

g)             “Comments” shall have the meaning ascribed to it under paragraph 14 of these T&C’s.

h)             “Customer” shall mean any person who enters into a Transaction with you for (a) purchase/sale of goods or services from/to you; and / or (b) availing credit facilities from you.

i)               “DLP Guidelines” shall mean the ‘Guidelines on Digital Lending’ dated September 02, 2022 issued by the RBI.

j)               “Escrow Account” shall mean a bank account opened and operated by HIPL for aggregation of funds collected pursuant to the remittance of such collections made by HIPL.

k)             "Facility Provider(s)" shall mean various banks and financial institutions with whom HIPL has entered into a contractual arrangement for the provision of Payment Services, from time to time.

l)               "Technology Provider(s)" shall mean various software providers who are in the business of providing information technology services including but not limited to internet based electronic commerce, internet payment gateway and electronic software distribution services, with whom HIPL has entered into a contractual arrangements.

m)           “Fees” shall have the meaning ascribed to it under paragraph 5.1 of these T&C’s.

n)             “Fraudulent Transaction” shall have the meaning ascribed to it under paragraph 7.1 of these T&C’s.

o)             “Force Majeure Event” shall have the meaning ascribed to it under paragraph 18.3 of these T&C’s.

p)             “Nodal Bank Account” shall, if applicable,  mean a bank account opened as such and operated by HIPL, in accordance with Applicable Laws (including applicable regulations issued by the RBI from time to time) for aggregation of funds collected pursuant to extension of Payment Services by HIPL.

q)             “PA/PG Guidelines” shall mean the ‘Guidelines on Regulation of Payment Aggregators and Payment Gateways’ dated March 17, 2020 issued by the RBI.

r)              “PA-DSS” shall mean Payment Application-Data Security Standard.

s)              “PCI-DSS” shall mean Payment Card Industry-Data Security Standard.

t)               “Payment Services” shall mean the payment aggregation services provided by HIPL to you.

u)             “RBI” shall mean the Reserve Bank of India.

v)             “RBI Guidelines” shall mean the DLP Guidelines, the PA/PG Guidelines and any other relevant guidelines, rules and regulations issued by the RBI and applicable to the transactions contemplated under this Agreement.

w)           “Refund” means processing of your request to HIPL for returning the Transaction Amount (or part thereof) to the Third Payment Service Provider which was used for effecting the payment of the Transaction Amount.

x)             “Service Agreement” shall mean a separate agreement along with the relevant policies, signed between you and HIPL to avail the Payment Services.

y)             "Third Party Payment Service Provider" means a third-party service provider providing prepaid cash card, wallet, or such other methods of payments/features/services that are used for making payments by the Customer to you.

z)              “Transaction" shall mean any transaction in relation to (a) purchase/ sale of goods or services by the Customer (and/or any third party vendor availing of your services), and (b) extension of credit facilities to the Customers.

aa)          “Transaction Amount” means the amount paid by the Customer to you and/or paid by you to the Customer or any other amount to be credited / debited in connection with the Transaction.

bb)         “Website” shall have the meaning as ascribed to it in paragraph 2 above.

2.              ELIGIBILITY

 

2.1          You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms; (b) are eighteen years of age or older; (c) are an Indian resident. If you represent an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Terms. Without limiting the generality of the foregoing, use of the Website is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872.

2.2          Your right to access and use the Website is not transferable by you to any other person or entity. You are only entitled to access the Website and avail the Payment Services for lawful purposes.

 

3.              USE OF THE WEBSITE

 

You agree, undertake and confirm that the use and access of the Website shall be strictly governed by the following binding principles:

 

You shall not host, display, upload, modify, publish, transmit, store, update or share any information which:

  1. belongs to another person and to which you do not have any right;
  2. is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy including bodily privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986 or otherwise inconsistent with or contrary to the laws in force;
  3. ;
  4. is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, paedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual;
  5. harasses or advocates harassment of another person;
  6.  involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using HIPL’s communication Website;
  7. promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
  8. infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity;
  9. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
  10. contains restricted or password-only access pages, or hidden pages or images (those not linked to or from another accessible page);
  11. provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone;
  12. provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
  13. contains video, photographs, or images of another person (with a minor or an adult);
  14. tries to gain unauthorized access or exceeds the scope of authorized access to the Website or to profiles, blogs, communities, account information, bulletins, friend request, or other areas of the Website or solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
  15. engages in commercial activities and/or sales without prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes, or the buying or selling of "virtual" products related to the Website. Throughout this Terms, HIPL's prior written consent means a communication coming from HIPL's legal department, specifically in response to your request, and specifically addressing the activity or conduct for which you seek authorization;
  16. solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal;
  17. interferes with another user’s use and enjoyment of the Website or enjoyment of any similar services;
  18. refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Website or any other website, contains content that would be prohibited or violates the letter or spirit of these Terms;
  19. harm minors in any way;
  20. infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products;
  21. violates any law for the time being in force;
  22. deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
  23. impersonate another person;
  24. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; or contains any trojan horses, worms, time bombs, cancel-bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, diminish value of, surreptitiously intercept or expropriate any system, data or personal information;
  25. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation;
  26. is false, inaccurate or misleading;
  27. directly or indirectly, offers, attempts to offer, trades or attempts to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force;
  28. creates liability for HIPL or cause HIPL to lose (in whole or in part) the services of our internet service provider ("ISPs") or other suppliers;
  29. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
  30. is in the nature of an online game that is not verified as a permissible online game; and
  31. is in the nature of advertisement or surrogate advertisement or promotion of an online game that is not a permissible online game, or of any online gaming intermediary offering such an online game.

4.              PAYMENT SERVICES

 

4.1          Subject to the Terms, HIPL shall provide the Payment Services to you.

4.2          You agree that to avail the Payment Services, you shall sign a Service Agreement and such other terms and conditions as prescribed under the Applicable Law or determined by us in our sole discretion. We shall offer the Payment Services to you only after successful execution of the Service Agreement.

4.3          Payment Services will be provided to you as per the below-mentioned procedure and timelines:

i)               the payments will be received by HIPL into the Escrow Account within a settlement timeline which is not later than Tp + 1, with ‘Tp’ being the date of debit of the payments from the Customer’s / your account (as the case may be) against the purchase of goods / service by such Customers from you. Subsequently, these payments will be settled in the end beneficiary account within a settlement timeline which is not later than Ts+1, with ‘Ts’ being the date of an intimation being made to us by you about the performance of service; or within a settlement timeline which is not later than Tr+1, with ‘Tr’ being the date of expiry of the refund period as fixed by you; as may be applicable.

4.4          HIPL will not place any limits on the transaction amounts for a particular Third Party Payment Service Provider to be used by you / Customer. You / Customer shall however comply with any limits placed by any third-party service providers and/or the issuing banks in respect of such Third Party Payment Service Provider.

 

5.              CHARGEBACK

 

5.1          If a Facility Provider and/or the Technology Provider communicates to HIPL the receipt of a Chargeback Request, you will be notified of the Chargeback. You agree that the liability for a Chargeback, whether domestic or international, under the Terms rests with you. Subject to availability of funds, HIPL upon receipt of a Chargeback Request shall forthwith deduct the Chargeback Amount from the Transaction Amounts which may be used and transfer such Transaction Amount to the originating account through the Escrow Account, unless as per agreement between you and the Customer, the refund is directly managed by you and the Customer has been made aware of the same.  You shall be entitled to furnish to HIPL, documents and information (“Chargeback Documents”) pertaining to the Transaction associated with the Chargeback Request in order to substantiate (i) the completion of the aforesaid Transaction; and/or (ii) delivery of goods / services sought by the Customer pursuant to the said Transaction. You shall furnish the Chargeback Documents within three (3) calendar days (or such other period specified by the Facility Provider and/or the Technology Provider) of receiving notification of the Chargeback Request.

5.2          You agree that (i) if you are unable to furnish Chargeback Documents; and /or; (ii) the Facility Provider and/or the Technology Provider is not satisfied with the Chargeback Documents furnished by you, then the Facility Provider and/or the Technology Provider shall be entitled to order HIPL to effect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said Chargeback Amount is credited to the Customer’s Third Party Payment Service Provider.

5.3          Notwithstanding anything in the Terms, if the Facility Providers and/or the Technology Providers charge the Chargeback Amount from HIPL, then you agree and acknowledge that HIPL is entitled to recover such Chargeback Amount from you by way of deduction from (i) the Transaction Amounts to be settled to you and (ii) any of your other funds held by HIPL in the course of providing the Services. Provided however, if the available Transaction Amounts or other funds are insufficient for deduction of the Chargeback Amount, then HIPL is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within seven (7) days of receipt of the debit note.

6.              FEES

 

6.1          As consideration for the extension of the Payment Services by HIPL, applicable fees will be levied by HIPL from you from time to time (“Fees”). You agree that the Fees shall be charged according to the manner, rates and frequency determined by HIPL. The rate card containing the maximum rate payable is available on HIPL’s website available at  https://pay.udaan.com/.

 

6.2          The Fees shall be exclusive of applicable taxes and HIPL will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of the Terms shall be borne by you.

 

6.3          We will raise a monthly invoice on the 10th (tenth) of every month for the Fees payable by you against the Payment Services rendered by HIPL in the preceding month and share such invoice with you promptly. The invoice issued by HIPL shall be in compliance with applicable central, integrated, union territory, state Goods & Services Tax Act, 2017 and rules thereunder (“GST Laws”). 

 

6.4          GST on the Fees shall be calculated at rates as applicable from time to time.

 

6.5          You may withhold income taxes as applicable on the invoice amounts payable to HIPL if required by law, except where HIPL submits a certificate of exemption/reduced withholding. You shall remit the withholding taxes to the tax authorities and enable HIPL to claim a tax credit by providing an appropriate and timely certificate of withholding per applicable laws.

 

6.6          You undertake to submit all the necessary information and documents, including your GSTIN, your site of work execution, your billing location,  certificate of GST Registration and such other documents as may be required by HIPL to adhere to statutory compliances under GST Law. You agree that we will not be responsible for verifying the GST registration number submitted by you.

 

6.7          You acknowledge and agree that you would adhere to all the applicable GST compliance regulations including completion of any required compliance activities and linked compliances within the statutory timelines as may be prescribed from time to time by the Government of India.

 

6.8          You agree that in the event any enquiry, scrutiny, audit, assessment or any other tax proceedings are initiated against us in respect to the Payment Services provided to you, you shall fully support and co-operate with us by furnishing the relevant information and documents, in relation to the Payment Services, on a timely manner as may be required by HIPL from time to time.

 

6.9          You agree that any tax liability consequent to non-compliance of law or due to furnishing of incorrect registration number shall be borne by you.

 

6.10      You shall make payment towards each invoice within 30 (thirty) days of receipt of such invoice by you or within such timelines as maybe mutually between you and HIPL.

 

7.              REFUNDS

 

7.1          You agree and acknowledge that subject to availability of funds received in the Escrow Account, you are entitled to effect Refunds at your sole discretion.

7.2          You further agree and acknowledge that initiation of Refunds is at your discretion and HIPL shall process a Refund only upon initiation of the same on the Website.

7.3          All Refunds initiated by you shall be routed to the same payment method through which the Transaction was processed, unless the Customer agrees to route such Refunds through an alternate payment mode.

7.4          In case the Customer makes any request for returns or refunds in respect of the payments made by the Customer for the purchase of goods / service and if you find such request to be credible, the Customer will receive the requested returns or refunds from the Escrow Account within the relevant return / refund period as may be decided by you. However, if the Customer does not request for a refund/ return, then you will receive the payment from HIPL within a settlement timeline as specified in paragraph 4.3 above.

7.5          You agree that the Fees shall always be applicable and payable by you on each Transaction irrespective of whether you have refunded the same to your Customer or not.

7.6          You agree and acknowledge that you shall be solely responsible for any liability arising in respect of these Refunds.

 

8.              FRAUDULENT TRANSACTIONS

 

8.1          If HIPL is intimated by a Facility Provider and/or a Technology Provider or any regulatory authority or you or if there are reasonable grounds to suspect that a Transaction was conducted in breach of the Terms or as a fraudulent transaction or that a Customer has reported an unauthorised debit of the Customer’s Third Party Payment Service Provider account (“Fraudulent Transaction”), then HIPL shall be entitled to suspend / withhold the payments pertaining to such Transaction(s), pending enquiries by HIPL or the Facility Provider and/or the Technology Provider, and subsequent resolution of such issues in accordance with the Terms.

8.2          HIPL shall be entitled to recover the amounts involved in such Fraudulent Transactions from you or the Customer, as the case may be, in accordance with relevant internal policies and the Terms.

8.3          If the amount in respect of a Fraudulent Transaction has already been settled to HIPL pursuant to these Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI Guidelines, specifically RBI/DPSS/2019-20/174 DPSS.CO.PD.No.1810/02.14.008/2019-20, dated March 17, 2020, DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

8.4          You acknowledge that HIPL shall not be responsible for any liability arising in respect of any Fraudulent Transactions, be it international or domestic.

8.5          You shall be liable in the event of breach of the fraud amount thresholds as provided under the NPCI guideline on ‘Fraud liability guidelines on UPI transactions’ NPCI/2022- 23/RMD/001. You hereby understand and agree that the decision of the NPCI or the concerned acquiring bank, as the case may be, shall be final and binding.

 

9.               YOUR OBLIGATIONS

 

9.1          You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Website or any content on the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website or any content on the Website, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Website. HIPL reserves its right to bar any such activity.

9.2          You shall not make any defamatory or denigrating statement(s) about HIPL or our brand name or domain name used by HIPL or otherwise act in any manner that might tarnish the reputation or standing, of HIPL or users or otherwise tarnish or dilute any of HIPL’s trademarks, service marks, trading name, or the goodwill associated with them.

9.3          You shall provide HIPL with all requisite information relating to the Transaction, in order for HIPL to provide Payment Services, in accordance with the Terms. You shall provide any additional information, as and when requested by HIPL, as may be reasonable, with respect to the Transactions, in order for HIPL to provide Payment Services.

9.4          On receipt of the information pertaining to the Transaction from you, HIPL will make the necessary remittances from the Escrow Account to the Customers, you and/or other persons, as may be applicable, as per your instructions, in accordance with the RBI Guidelines.

9.5          You shall retain all records of the Transaction and documents evidencing completion of the Transaction.

9.6          You shall at all times ensure full compliance with all applicable laws including but not limited to the applicable provisions of the Information Technology Act, 2000 and rules thereunder and the RBI Guidelines as applicable.

9.7          With respect to the Payment Services provided by us, you shall at all times adhere Applicable Law regarding the merchant discount rate to be charged by HIPL, including but limited to the Rationalisation of Debit Card Regulations as issued by the RBI.

9.8          You shall ensure that you engage in bona fide business activities with your Customers, not sell fake/ counterfeit/ prohibited products to your Customers and have no malafide intention of duping your Customers.

9.9          You shall on your website/web app/mobile site/mobile app clearly indicate/display or have adequate details with respect to (a) the return and refund policy of your products/ services to your customers, including the timelines for processing such returns, refunds or cancellations, your Customer support obligations; and (b) the general terms of use and conditions of use by your Customers. You shall ensure that you deliver products and services in accordance with instructions of the Customers. For the avoidance of doubt, HIPL shall not be liable for any issues arising from the Transactions.

9.10      You shall ensure that you remain compliant with the PCI-DSS and PA-DSS compliance standards and incident reporting obligations at all times and that upon receipt of notice from us,  you will produce evidence demonstrating compliance with the same to HIPL. You will promptly report in writing to HIPL any non- compliance or likely non-compliance.

9.11      You shall not hold, store, copy or keep any data relating to a Customer’s Third Party Payment Service Provider credentials within your database, except for the limited purpose of tracking Transactions for which the required credentials shall be stored in compliance with Applicable Laws and RBI Guidelines. Further, HIPL reserves the right to carry out a security audit of you, from time to time, to ensure such compliance. 

9.12      You shall ensure that there are proper encryption and security measures at your respective website to prevent any hacking into information pertaining to Transactions. You shall monitor the security practices, control processes and checks in place on a regular basis in respect of the confidential information, cyber-security incidents and/or any event that has the potential to cause a security breach of the information security systems in place. Any such breaches shall be disclosed immediately in writing to HIPL and in any event no later than 24 hours from the occurrence of such breach.

9.13      You shall set up a comprehensive Customer grievance redressal mechanism which provides the procedure for addressing complaints received from your Customer and you shall include the details of the person designated by you for handling such Customer complaints. You shall respond to such grievances or complaints received from your Customers as per the timelines specified by you on your respective platforms. You shall be solely responsible for sorting or handling of any complaints received against you.

9.14      You shall not attempt to gain unauthorized access to any portion or feature of the Website, or any other systems or networks connected to the Website or to any server, computer, network, offered on or through the Website, by hacking, password "mining" or any other illegitimate means.

9.15      Unless expressly permitted, you shall not probe, scan or test the vulnerability of the Website or any network connected to the Website nor breach the security or authentication measures on the Website or any network connected to the Website. You shall not reverse look-up, trace or seek to trace any information on any other user of or visitor to Website, or any other user, or exploit the Website or any service or information made available through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than user’s own information, as provided for by the Website.

9.16      You agree to indemnify HIPL its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from or in connection with and from (i) your use of the Website or Payment Services; (iii) from your breach of the Terms or breach of any Applicable Laws, including tax laws; (iv) any service availed by you from a third party service provider using any dispute inter-se users; and/or (vi) your negligence or wilful misconduct.

9.17      You shall at all times, adhere to our Code of Conduct available at https://udaan.com/pages/code-of-conduct/md, while discharging your obligations under the Terms.

9.18      You undertake to provide, on the request of HIPL, any information as may be required by the RBI, any regulatory authority or law enforcement authority or under Applicable Laws and available with you, in relation to the Payment Services being availed by you.

9.19      HIPL shall be entitled to check and audit your records and statements relating to the Transactions, at its sole expense, to ensure compliance with your obligations under the Terms at such intervals or times as HIPL may deem fit and you shall at all times facilitate such audits / inspections

9.20      HIPL shall have the right to undertake comprehensive security assessment of you, from time to time, for, inter alia, assessing your compliance with minimal baseline security controls as prescribed by the RBI. For this purpose, HIPL shall give you a prior written notice of not less than 20 (twenty) days for conducting such audit.

9.21      You shall authorise representatives of HIPL to carry out physical inspections during normal business hours, of the documents and records at your place(s) of business or other facilities to verify if you are in compliance with your obligations hereunder, with not less than five (5) business days with prior written notice, and in a manner that does not unreasonably interfere with your operations.

9.22      You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc, shall comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct available at https://udaan.com/pages/code-of-conduct/md.

9.23      You shall ensure that (i) you do not, whether directly or indirectly, use any forced/bonded labour or human trafficking in your organization and you do not require your employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with you; (ii) you do not employ whether directly or indirectly, any child labour and all your employees are above the minimum legal age; (iii) your employees are provided fair wages and are provided fair working conditions; (iv) you are an equal opportunity employer and do not discriminate on grounds of gender, race, religion, caste, or any other socio-economic background; (v) you respect the employees’ right to freedom of association; (vi) your employees have the right to leave the employment and are not continuing with the employment under coercion or duress; and (vii) your employees have adequate grievance redressal mechanism to raise any concerns related to modern slavery.

9.24      HIPL shall have the right to audit you specifically to ensure compliance with these modern slavery standards.

10.          DISCLAIMERS

You agree that your use or access of the Website and Payment Services is at your sole risk. Website is provided on an ‘as is’ and ‘as available’ basis. We expressly disclaim all warranties of any kind whether express or implied including without limitation, any representation or warranty for accuracy, continuity, uninterrupted access, quality, and performance, for the Payment Services and the Website. We shall give you reasonable notice of any such suspension or withdrawal on a best effort basis.

11.          INDEMNITY

You shall indemnify, defend HIPL, affiliates, and their officers, associates, successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any direct or indirect losses, actions, damages, penalties, cost and expenses, claim, demand, lawsuits, judicial proceeding, (including, without limitation, from all damages, liabilities, settlements, costs and attorneysʼ fees) arising from or relating to:

 

a.              acts, commissions or omissions, errors, misrepresentations, misconduct, negligence, fraud, forgery, dishonesty, violation attributable to you and/or your personnel/agents/representatives in relation to the Transaction, or any third party who may use your account, your access to the Website, use of the Payment Services or violation of these Terms;

b.              contravention of any Applicable Law or industry practice applicable to you;

c.              breach of confidential information;

d.              any claim from any Authority or any third party as a result of any action or inaction on your part, including but not limited to breach of these Terms or any acts committed beyond the scope of these Terms.

 

12.           LIMITATION OF LIABILITY

 

12.1      Notwithstanding anything to the contrary contained herein, neither HIPL nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms, including any action taken by any Authority. To the maximum extent permitted by law, the Services provided by HIPL on or through the Website are provided "as is", "as available" and “with all faults”, and HIPL hereby expressly disclaims any and all warranties, express or implied, including but not limited to, any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, and undertakings are hereby excluded.

12.2      To the maximum extent permitted by law, HIPL makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Website; HIPL does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the platform does not violate any third party rights; and HIPL makes no representations or warranties of any kind concerning any service offered or displayed on the Website. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of HIPL for any claims that may arise in connection with these Terms shall not exceed an amount of INR 1000/- or the Fee charged by HIPL in respect to the Transaction, whichever is less.

 

13.          INTELLECTUAL PROPERTY RIGHTS

 

13.1      All rights, title, and interest in and to the Website including all intellectual property rights arising out of Website, are owned by or otherwise licensed to us. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use and access the Website in accordance with these Terms and its written instructions issued from time to time.

13.2      You hereby grant us a non-exclusive, royalty-free and limited perpetual license to use, display on the Website and reproduce your trademarks, service marks and logos solely in connection with the marketing activities.

 

14.          CONFIDENTIALITY

Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, Customer lists, prospective Customer lists, names, addresses and other information regarding Customers and prospective Customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.  HIPL’s Confidential Information includes all information that you receive relating to us, or to regarding the Payment Services, that is not known to the general public including information related to our security program and practices.

 

Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms.

15.          REVIEWS, FEEDBACK AND SUBMISSION

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or that may be offered by you regarding the Website and Payment Services or otherwise disclosed, submitted (collectively, the "Comments") shall be the property of HIPL. Such disclosure, submission or offer of any Comments shall constitute an assignment to HIPL of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. You agree to waive your right to be identified as the author of such content/Comment and your right to object to derogatory treatment of such content/Comment.

 

HIPL will be entitled to use, reproduce, disclose, adapt, create derivative works, publish, display and distribute any Comments you submit for any purpose whatsoever. The Company is and shall be under no obligation:

 

a) to maintain any Comments in confidence;

b) to pay you any compensation for any Comments; or

c) to respond to any Comments.

 

You agree that any Comments submitted by you on and/or will not violate any of our policies or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity.

16.          PRIVACY POLICY

You hereby authorize us to disclose your information to government authorities or to competent authorities or to credit bureaus or to other third persons, to comply with the obligation under the applicable laws. You also authorise us to use your information for offering Payment Services to you unless specified otherwise. You agree to be bound by the terms and conditions of the Privacy Policy as to how we collect, use, and disclose your information which we may collect or get access to while you use or access the Website. For information concerning how we collect, use and disclose information concerning your use and access of the Website, you should refer to our privacy policy at https://pay.udaan.com/PrivacyPolicy/index.html.     

17.          GRIEVANCE MECHANISM

17.1      You may submit any grievance with respect to the Website, including with respect to any abuse on the Website and/or any discrepancies or grievances with respect to processing of information to the Grievance Officer at the contact details mentioned herein. We will endeavour to resolve your grievances and concerns within timelines as mentioned under applicable laws.

17.2      GRIEVANCE OFFICER

Name: Mr. Nitesh Kumar

Phone No.: +91  9986148437

Address: TWA - SJR - The Hub, 1st Floor of South Wing, Survey Number 8, 2 & 9, Sarjapur Main Road, Sarjapur - Marathahalli Road, Bellandur, Karnataka - 560102 IN

Email Id: [email protected]

Time: Mon - Sat (10:00 AM - 07:00 PM)

 

18.          MISCELLANEOUS PROVISIONS

 

18.1      If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

18.2      No failure or delay in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Every right or remedy herein conferred upon or reserved to either party shall be cumulative and shall be in addition to every right and remedy existing at law or equity or by statute and the pursuit of any one right or remedy shall not be construed as an election.

18.3      You agree that we shall not be liable for any liability or claim arising out of the Transaction and/or the breach of these Terms if such breach is caused by an event that is unforeseeable and beyond our reasonable control (such as, depending on the circumstances, unavailability of any communication system, breach or virus in our system, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, unauthorized access to computer data and storage devices, computer crashes and regulatory or government actions (“Force Majeure Event”). In such circumstances, we will be entitled to a reasonable extension of time to perform our obligations and shall take commercially reasonable methods to inform you of the Force Majeure Event and use all reasonable endeavors to mitigate the effects of the Force Majeure Event.

18.4      You agree that HIPL may contact you or share information with you either on the Website or through any other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You further agree that such means of communication shall be deemed valid and legally admissible as evidence in a court of law.

18.5      All notices, requests, demands, and determinations for HIPL under these Terms (other than routine operational communications via an email) and questions, complaints, or claims with respect to the Website shall be sent to [email protected].

18.6      No third party shall have any rights to enforce any terms contained herein.

18.7      These Terms shall be governed by and construed in accordance with the laws of India and any dispute concerning these Terms shall be subject to the exclusive jurisdiction of courts at Bangalore, India.

 

19.          INTERPREATTION OF LAWS

 

19.1      Any reference made to any specific law, statute, regulation, ordinance, or any other legal provision in these T&Cs, whether explicitly or implicitly, shall be deemed to include any amendments, modifications, reenactments, supplements, replacements, consolidations, or any other changes made to such law from time to time.