This Agreement, including all attachments, constitutes a legally binding agreement between Indiplex Pvt. Ltd. (“Company,” “we,” “our,” “us”) and you (“Client,” “You,” “Your,” “Yourself”). The Agreement governs your access to and use of services provided by Indiplex Pvt. Ltd. ("Services"), including but not limited to technology solutions, software, and other related services (collectively referred to as “Services”).
By accessing the Services, you agree to be bound by these Terms and Conditions, including our Privacy Policy and any additional terms specific to the Services you utilize. If you do not agree to these Terms and Conditions, please refrain from using our Services immediately.
1.1 This Agreement is electronically generated in compliance with Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, in accordance with the Information Technology Act, 2000 (as amended).
1.2 By using the Services, you confirm your acceptance of this Agreement. If you are accessing or using the Services on behalf of an organization, you confirm that you are authorized to bind the organization to these terms.
1.3 The Company reserves the right to modify these Terms and Conditions at any time. Updated Terms will be published on our platform and will take effect immediately upon posting. Your continued use of the Services constitutes acceptance of the modified Terms.
2.1 The Company offers various services which may include payment solutions, software tools, analytics, and technology integration. These Services are accessible through various channels such as our website, mobile apps, APIs, and other platforms ("Platform"). You further consent to receiving such communications on any phone number or email address You provide and explicitly waive any preferences or registrations under the Do Not Disturb (DND) or National Customer Preference Register (NCPR) in accordance with the relevant telecommunications regulations.
2.2 The Services provided are appropriate for use only within India, unless otherwise explicitly stated.
3.1 Eligibility: To register for the Services, you must be 18 years of age or older and capable of entering into a legally binding contract under section 3 of Indian Contract Act.
3.2 Account Security: You are responsible for maintaining the confidentiality of your login credentials, including passwords and other access information. You agree to notify us immediately if you suspect any unauthorized use of your account.
3.3 User Information: You agree to provide accurate, current, and complete information during registration and to update it promptly if it changes. If we determine that your information is false or incomplete, we may suspend or terminate your account.
3.4 Use of Services: You agree to use the Services in accordance with all rules and regulations of the company policies and shall not be held liable for any unauthorized use of Your account or security credentials. You agree to immediately notify Indiplex Pvt. Ltd. of any unauthorized access to or use of Your account or security credentials. You will not engage in any activity that may harm the Company’s reputation or interfere with the functioning of the Services. You may be applicable under Section 503 of the Indian Penal Code, 1860, which deals with criminal intimidation.
4.1 The Company retains all ownership rights, including intellectual property rights, in the Services, Platform, and any associated content, materials, and software. You are granted a limited, non-transferable, non-exclusive license to access and use the Services for your personal or business purposes.
4.2 You are prohibited from copying, modifying, distributing, reverse engineering, or attempting to derive the source code of any part of the Services without prior written consent from the Company.
Indiplex Pvt. Ltd. (and its licensors, as applicable) retains sole ownership of all rights, title, and interest in and to the Services, including the Platform, the website www.indiplex.com (the “Website”), and all related intellectual property rights, whether or not such rights are registered. Indiplex grants You a personal, non-exclusive, non-transferable, limited right to access and use the Website and Services solely for personal, non-commercial purposes, subject to the terms and conditions set forth herein.
You agree not to remove, alter, or obscure any proprietary notices, including copyright, trademark, or other proprietary notices, contained within or displayed on the Services. All rights not expressly granted to You under these Terms are reserved by Indiplex Pvt. Ltd. and its licensors.
Indiplex Pvt. Ltd. (and its licensors, as applicable) retains full ownership of all trademarks, trade names, service marks, logos, domain names, and other distinctive brand features (“Marks”) associated with the Services. You are prohibited from using any of the Marks without obtaining prior written consent from Indiplex Pvt. Ltd.
You shall not download, copy, create derivative works of, modify, reverse engineer, disassemble, transmit, or otherwise attempt to discover any source code of the Services, nor shall You sell, assign, sublicense, grant a security interest in, or otherwise transfer any rights in the Services or Marks. Furthermore, You acknowledge that the Services may contain information designated as confidential by Indiplex Pvt. Ltd. and agree not to disclose such information without the express written consent of Indiplex Pvt. Ltd.
You grant the Company a non-exclusive, irrevocable, royalty-free, transferable license to use your data and content for the purpose of providing the Services. This includes the right to use your data for business analytics, improvements to the Services, and in marketing materials, unless restricted by applicable law.
By uploading or otherwise making available any data, information, content, trademarks, logos, or other materials (collectively, "Your Materials") to the Platform or to Indiplex Pvt. Ltd., You hereby grant to Indiplex Pvt. Ltd., its Affiliates, and third-party service providers a royalty-free, non-exclusive, irrevocable, transferable, and sub-licensable license to use, modify, display, reproduce, distribute, and otherwise utilize Your Materials for the purpose of operating and improving the Platform, providing the Services, and fulfilling Indiplex’s obligations under the Terms.
You further grant Indiplex Pvt. Ltd. the right to use Your Materials in its marketing and promotional materials without requiring further consent from You. Additionally, You grant Indiplex Pvt. Ltd. the right to perform analytics on Your Materials, acknowledging that Indiplex Pvt. Ltd. may retain ownership of the results derived from such analytics, provided that the results are aggregated, anonymized, and used for business purposes in compliance with applicable laws.
You agree to indemnify, defend, and hold harmless Indiplex Pvt. Ltd., its Affiliates, and third-party service providers from any and all claims, damages, or losses arising out of or in connection with the use of Your Materials as described herein.
The Company shall not disclose your confidential information except as required by law or as explicitly agreed.
5.1 Data Privacy: By using the Services, you consent to the collection, use, and processing of your personal data in accordance with the Company’s Privacy Policy. You may be required to provide additional information as part of specific Services.
5.2 Communications: You consent to receiving communications from the Company and its affiliates, including promotional material, notifications, and updates via email, SMS, phone, or other electronic channels.
6.1 Fees and Charges: The Company may charge fees for certain Services. The applicable charges will be disclosed to you before using such Services, and you agree to pay all fees associated with your use of the Services.
6.2 Payment Processing: Payments for Services may be processed through third-party payment gateways. You agree to comply with the terms of use of any third-party payment provider and authorize the Company to collect payment through the chosen provider.
7.1 Termination by User: You may terminate this Agreement at any time by discontinuing your use of the Services.
7.2 Termination by Company: The Company reserves the right to suspend or terminate your access to the Services at its sole discretion, without notice, if you violate any of the Terms and Conditions or for any other reason deemed necessary by the Company. The Compensation for loss or damage caused by breach of contract is dealt with under Section 73 of the Indian Contract Act, 1872, which states that when a contract has been broken, the party who suffers by such breach is entitled to receive compensation for any loss or damage caused.
7.3 Effect of Termination: Upon termination, all rights and obligations under this Agreement shall cease, except for those obligations that survive termination, including but not limited to payment obligations and indemnification provisions.
8.1 The Company does not warrant that the Services will be error-free, uninterrupted, or meet your specific requirements. All Services are provided "as-is" and "as available" without any warranties, express or implied, except as specifically stated in this Agreement.
8.2 The Company shall not be liable for any indirect, incidental, or consequential damages arising from the use of the Services, including but not limited to loss of data, business interruption, or loss of profits.
9.1 You agree to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, employees, and agents from any claims, damages, losses, or liabilities arising out of your use of the Services or breach of this Agreement.
10.1 This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or relating to this Agreement shall be resolved through arbitration under the rules of the Arbitration and Conciliation Act, 1996. The venue for arbitration shall be New Delhi, India.
11.1 Entire Agreement: This Agreement, along with any other legal notices or agreements published by the Company on the Platform, constitutes the entire agreement between you and the Company regarding the use of the Services.
11.2 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
11.3 Force Majeure: The Company shall not be held liable for any failure or delay in performing its obligations under this Agreement if such delay or failure is due to causes beyond its reasonable control, including but not limited to natural disasters, war, or other force majeure events.
11.4 By accessing the Platform or using our Services, You acknowledge and agree that we may display offers, promotions, and other content from our partners, Affiliates, and third parties to You or Your end users. These offers and promotions may be tailored based on the information provided, including past information on our Platform or by Your or end users' use of our Services. We may leverage the data, including personal data, that You or Your end users submit to personalize and optimize these offers, ensuring that they are relevant and valuable to You, and You explicitly consent to such usage. This may include, but is not limited to, Your or Your end user preferences, interactions, and usage patterns on our Platform. We do not guarantee the accuracy, quality, or suitability of any offers presented, and such offers may be subject to additional terms and conditions. Your, or an end user’s, engagement with these offers is solely at Your discretion.
You acknowledge and agree that for undertaking any payment and/or financial transaction through the Platform, Indiplex Pvt. Ltd. may undertake due diligence measures and seek information required for KYC purposes, which as a customer/merchant You are obliged to give in accordance with Applicable Laws. You acknowledge and agree that Indiplex Pvt. Ltd. may undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to due diligence requirements in line with the requirements and obligations under Applicable Laws.
You are solely responsible for understanding and complying with all Applicable Laws, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, KYC Guidelines, etc. issued by the RBI as may be amended from time to time that may be applicable to You in connection with Your business and use of Platform or Services.
You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Indiplex Pvt. Ltd.'s sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Indiplex Pvt. Ltd. to conduct the due diligence in respect of You and Your business/activities.
Indiplex Pvt. Ltd. shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent to Indiplex Pvt. Ltd. relying on the KYC Documents provided by You for providing Services.
You further acknowledge and agree that Indiplex Pvt. Ltd. reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process, or governmental request.
Indiplex Pvt. Ltd. shall have the right to demand from You, any (i) additional KYC Documents and/or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and/or as per the Applicable Laws or pursuant to requests from governmental authorities, law enforcement agencies or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Indiplex Pvt. Ltd. to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Indiplex Pvt. Ltd..
Any fake documents provided to the company will be subject to applicable penalties under the Indian Penal Code, 1860, Chapter 18, Offences Relating to Documents and Property Marks under Sections 463 and 464. The offence of forgery is defined in Sections 463 and 464 and involves making a false document with the intent to cause harm, defraud, or support a claim or title, among other things. These provisions are considered together to determine whether an offence has occurred.
You agree that Indiplex Pvt. Ltd. shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services, and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Indiplex Pvt. Ltd. against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.
Throughout Your use of the Services, You declare that You or Your affiliates and/or its Beneficial Owner are not a Politically Exposed Person (PEP). You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalized terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.
The usage of the Platform may also require You to provide consent for providing Your Personal Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Indiplex Pvt. Ltd. to derive Your data/information from any source or public registry or portal, as may be necessary to complete Your profile or Your application on the Platform, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Platform.
You explicitly authorise Indiplex Pvt. Ltd. to rely on such information and You represent and warrant that such information shall be and shall remain true and accurate. Indiplex Pvt. Ltd. shall adhere to best industry practices including information security, data protection, and privacy law while processing such applications. However, Indiplex Pvt. Ltd. shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed, and shared with Your explicit consent.
You agree not to use the Platform and/or Services for any purpose that is unlawful, illegal, or forbidden by these Terms, or any local laws that might apply to You. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Platform and/or Services.
You are prohibited from posting or transmitting to or through this Platform: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any goods or services); (iii) any material or content that infringes, misappropriates, or violates any copyright, trademark, patent right, or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security, or sovereignty of India, friendly relations with foreign states, or public order, or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Platform.
You represent and warrant that:
You hold express informed consent of Your customers to share customers' information, including personal data, with Indiplex Pvt. Ltd. and its affiliates: (i) in connection with the provision of Services to You and other users of the Platform or Services, (ii) for the purposes of sharing such information with governmental authorities as and when demanded under Applicable Laws, (iii) for the purpose of transaction tracking and fraud prevention, or (iv) pursuant to regulatory authorities' orders and/or notices, including but not limited to notices under Section 91 of the Criminal Procedure Code (CrPC).
You acknowledge that the Services are of a complex nature and require the involvement of third-party Facility Providers. You acknowledge and agree that Indiplex Pvt. Ltd. shall only be liable for acts or omissions that are solely and directly attributable to Indiplex Pvt. Ltd.
To avail the Services, You shall take all necessary steps to facilitate the integration of Indiplex Pvt. Ltd.'s solutions with Your platform. It is hereby clarified that any Server-to-Server (S2S) integration, if undertaken, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.
You shall assist Indiplex Pvt. Ltd. in furnishing to its auditors, Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy/copies of proof of transactions, invoices, or other records, including those pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of ten (10) years from the relevant date of the order placed on Your site. Indiplex Pvt. Ltd. and the Facility Providers, governmental agencies, and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer's orders at any time without prior notice. You shall ensure cooperation with Indiplex Pvt. Ltd., its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection, or pursuant to any other request.
You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Indiplex Pvt. Ltd. or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Indiplex Pvt. Ltd. or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Indiplex Pvt. Ltd. or the Facility Provider to undertake or be liable for, directly or indirectly, any obligation and/or responsibility to Your customer or any third party.
When a customer purchases goods or services from You, You may, at Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Indiplex Pvt. Ltd. as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall indemnify Indiplex Pvt. Ltd. for any such liability or losses.
Applicable fees for the provision of Services shall be levied by Indiplex Pvt. Ltd. from time to time. You agree that the fees shall be charged according to the manner, rates, and frequency determined by Indiplex Pvt. Ltd. Indiplex Pvt. Ltd. reserves the right to update the amount of the fees charged at its sole discretion. Indiplex Pvt. Ltd. fees allow access to the entire suite of payment products, dashboards, and custom reports, and include MDR charges, if any, for payment instruments as prescribed under applicable guidelines. For clarity, Indiplex Pvt. Ltd. fees include zero MDR for Rupay Debit Cards and UPI transactions.
Fees are exclusive of applicable taxes, and Indiplex Pvt. Ltd. will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the term of these Terms shall be borne by You.
Indiplex Pvt. Ltd. will raise monthly invoices for the fees charged for Services provided during such month. Invoices are available on the dashboard on a monthly basis. Any dispute regarding an invoice must be communicated by You to Indiplex Pvt. Ltd. via notice no later than ten (10) days from the date of the invoice. Indiplex Pvt. Ltd. shall use good faith efforts to reconcile any reasonably disputed amounts.
You shall be responsible for performing daily reconciliation of all transactions processed. In case of discrepancies, You shall report such discrepancies to Indiplex Pvt. Ltd. within three (3) days of receipt of funds. Indiplex Pvt. Ltd. shall not be liable for any reconciliation issues if the same are not reported within such period.
For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Indiplex Pvt. Ltd. Form 16-A in respect of such taxes paid, then Indiplex Pvt. Ltd. shall reimburse You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (if LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury, file the statutorily mandated returns, and furnish the requisite tax deduction certificate (Form 16-A) to Indiplex Pvt. Ltd. within one hundred and eighty (180) days to enable Indiplex Pvt. Ltd. to obtain full credit for the taxes deducted at source.
If You operate as an e-commerce operator, facilitating the sale of goods or provision of services by a resident e-commerce participant, You shall evaluate and comply with the requirements of TDS under Section 19.40 of the Income Tax Act, 1961. You, as an e-commerce operator, will withhold tax under Section 19.40 of the Act and deposit the same within the applicable timelines, including carrying out all necessary compliances as prescribed under the Income Tax Act, 1961. As the payment service provider, Indiplex Pvt. Ltd. would not be obligated to deduct tax under Section 19.40, and the same will be Your responsibility as the e-commerce operator.
You shall be solely responsible for updating Your GST registration number on the Indiplex Pvt. Ltd. dashboard before Indiplex Pvt. Ltd. generates the invoice and shall also submit the GST certificate as part of KYC. Indiplex Pvt. Ltd. will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per statutory timelines to enable You to avail appropriate input tax credit. Indiplex Pvt. Ltd. shall not be responsible for any mistakes or misrepresentations by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on Indiplex Pvt. Ltd. by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Indiplex Pvt. Ltd. from You.
To ensure Indiplex Pvt. Ltd. issues a proper B2B tax invoice under the GST law and to enable GST input credit availability to You, Indiplex Pvt. Ltd. shall record Your correct GSTIN. You are advised to verify Your GSTIN and registered address captured within Your account maintained with Indiplex Pvt. Ltd. at periodic intervals and correct the same whenever necessary. In the event, the correct GSTIN is not updated in Your account, You shall be solely responsible, and Indiplex Pvt. Ltd. shall not be liable to accommodate any request for revision of the invoice and/or amendment to GST reporting.
By using the website, You hereby consent to the use of Your information as outlined in our Privacy Policy.
The Platform contains links to other websites over which we have no control. We encourage You to review the terms and privacy policies of those other websites so You can understand Your use of the websites and how they collect, use, and share Your information. Indiplex Pvt. Ltd. is not responsible for the terms and conditions, privacy policies, or practices of other websites to which You choose to link from the Platform. You further acknowledge and agree that Indiplex Pvt. Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such site or resource. Your interaction with any third party accessed through the website is at Your own risk, and Indiplex Pvt. Ltd. will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches, or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.
This Platform also offers You access to information primarily about certain financial products/services, including but not restricted to loan facilities, credit card facilities, investment services such as current accounts offered by our lending partners. The terms and conditions for the same can be accessed here.
To the maximum extent permitted by Applicable Laws, the Platform and the Services are provided on an "as is" basis. You acknowledge that Indiplex Pvt. Ltd. does not warrant that the Service(s) will be uninterrupted, error-free, or fit for Your specific business purposes.
Indiplex Pvt. Ltd. (including its officers, directors, employees, representatives, affiliates, and providers) shall not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including, without limitation, lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, arising out of or in any way connected with (i) any failure or delay (including, without limitation, the use of or inability to use any component of the Platform), (ii) any use of the Platform, Services or content therein, (iii) the performance or non-performance by us or any third-party provider, even if we have been advised of the possibility of such damages to you or any other party, or (iv) any damages to or viruses that may infect your computer equipment or other property as a result of your access to the Platform, Services or use of any content therein.
Notwithstanding anything to the contrary in these Terms, Indiplex Pvt. Ltd.'s aggregate liability, and that of its affiliates, officers, employees, and agents, in relation to the Service(s), shall not exceed an amount equal to one (1) month’s fees paid by you for the specific Service(s) giving rise to the liability. Indiplex Pvt. Ltd.'s liability under or in connection with these Terms shall be proportionately reduced to the extent any loss or damage is contributed to by you or your third-party providers.
You agree to indemnify and hold harmless Indiplex Pvt. Ltd. (and its officers, affiliates, group companies, directors, agents, and employees) from and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties, or other costs or expenses of any kind or nature, including reasonable attorneys' fees, arising out of or related to: (i) your breach of these Terms, (ii) your violation of any applicable laws or third-party rights, (iii) your use of the Platform, or (iv) any disputes between you and any third party. The covenants of indemnity set forth herein shall survive the termination of your use of the Services.
"Card Payment Network Rules" refer to the written rules, regulations, releases, guidelines, processes, interpretations, and other requirements (whether contractual or otherwise) imposed and adopted by the card payment networks. These card payment networks provide the infrastructure and processes required for transaction authorization. The card payment networks mandate that you comply with all applicable guidelines, rules, and regulations formulated by them.
The card payment networks reserve the right to amend their guidelines, rules, and regulations from time to time. We may be required to amend, modify, or change these Terms to comply with amendments to the Card Payment Network Rules. Any such amendments shall be binding on you with immediate effect.
You agree to fully comply with all programs, guidelines, and requirements that may be published and/or mandated by the card payment networks. Notwithstanding any assistance we may provide in understanding the Card Payment Network Rules, you expressly acknowledge and agree that you assume the risk of compliance with all provisions of the Card Payment Network Rules, whether or not you are aware of or have access to those provisions. For example, MasterCard, Visa, Diners, RuPay, publish excerpts of their respective rules on their official websites.
In the event that your non-compliance with the Card Payment Network Rules results in any fines, penalties, or other amounts being levied or demanded from us by a card payment network, then, without prejudice to our other rights, you shall promptly reimburse us for any such fines, penalties, or other amounts levied or demanded, or for any amounts spent by us in relation to such fines, penalties, and levies. If you fail to comply with your obligations under the Card Payment Network Rules, Indiplex Pvt. Ltd. may suspend settlement or suspend/terminate the Services forthwith.
Indiplex Pvt. Ltd. shall not be deemed to have waived any right or provision of this Agreement unless such waiver is made in writing. A waiver of any term or condition of this Agreement shall not be deemed a waiver of any other term or condition, nor shall it be considered a continuing waiver.
If the performance of Services or the Platform by Indiplex Pvt. Ltd. is prevented, restricted, delayed, or interfered with by reason of labor disputes, strikes, acts of God, epidemics, pandemics, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Platform, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockades, embargoes, or any law, order, proclamation, regulation, ordinance, demand, or requirement having legal effect by any government, regulatory or judicial authority, or any representative of any such government, or any other event, whether similar or dissimilar to those referred to herein, which is beyond the reasonable control of Indiplex Pvt. Ltd., then Indiplex Pvt. Ltd. shall be excused and discharged from such performance to the extent of and during the period of such force majeure event. Such non-performance shall not be deemed a breach by Indiplex Pvt. Ltd. of its obligations hereunder, nor shall it incur any legal liability to you.
You agree to comply with all applicable anti-bribery, anti-corruption, and sanctions laws that prohibit officials, representatives, agents, or any other person acting on behalf of you from giving, offering, promising to offer, receiving, accepting, or acting in any manner to induce a payment, gift, hospitality, or anything else of value (either directly or indirectly), whether within or outside the country, to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties, office bearers, or any third party or person, in order to obtain an improper commercial or business advantage of any kind. Government officials, for the purpose of this clause, include any government employee, candidate for public office, employee of government-owned or government-controlled companies, employees of public international organizations, and political parties.
You further agree not to give, offer, pay, promise, or authorize any payment or transfer, directly or indirectly, or through any third party, of anything of value to any person or entity for the purpose of inducing or rewarding any favorable action or influencing any decision in your favor.
You shall not assign or otherwise transfer your rights or obligations under these Terms. Indiplex Pvt. Ltd. may assign its rights and duties under these Terms without such assignment being considered a change to the Terms or without any notice to you. The failure of Indiplex Pvt. Ltd. to act on your breach or anyone else’s breach on any occasion shall not be construed as a waiver of our right to act with respect to future or similar breaches.
Indiplex Pvt. Ltd. may, at its reasonable discretion and in compliance with Applicable Laws, blacklist your end users to manage fraud and risk. Blacklisted users may be restricted from transactions, and the removal of blacklisting may occur based on updated risk assessments. You acknowledge and agree that Indiplex Pvt. Ltd. may take such measures to protect the integrity of the payment ecosystem. Indiplex Pvt. Ltd. is not obligated to provide prior notice or reasons for these actions. You agree to be solely responsible for providing any notification to your end users.
Additional terms applicable to the Services provided by Indiplex Pvt. Ltd. or its affiliates are as follows:
You agree that the fees for any Services under these Terms shall be charged according to the manner, rates, and frequency determined by Indiplex Pvt. Ltd. Indiplex Pvt. Ltd. reserves the right to update the amount of the fees, including for Services for which no charge has been levied previously, in accordance with this clause. You agree that you shall be liable to pay any additional fees as determined by Indiplex Pvt. Ltd. in the event:
You agree that your use of any Service or a value-added service shall be construed as consent to any additional fees that may be levied by Indiplex Pvt. Ltd. on such additional Services or value-added services.
An end user may avail dynamic currency conversion ("DCC") services, which may be made available by Indiplex Pvt. Ltd. to an end user, as applicable. The transaction amount payable by the end user towards the purchase of goods or services from a merchant shall be inclusive of charges for such DCC services availed by the end user. An end user may reach out to dcc_invoice@indiplex.com, providing the payment ID and end-user contact number, to obtain invoices for DCC transactions.
You shall not assign or otherwise transfer your rights or obligations under these Terms. Indiplex Pvt. Ltd. may assign its rights and duties under these Terms without such assignment being considered a change to the Terms or without any notice to you. The failure of Indiplex Pvt. Ltd. to act on your breach or anyone else’s breach on any occasion shall not be construed as a waiver of our right to act with respect to future or similar breaches.
Indiplex Pvt. Ltd. may, at its reasonable discretion and in compliance with Applicable Laws, blacklist your end users to manage fraud and risk. Blacklisted users may be restricted from transactions, and the removal of blacklisting may occur based on updated risk assessments. You acknowledge and agree that Indiplex Pvt. Ltd. may take such measures to protect the integrity of the payment ecosystem. Indiplex Pvt. Ltd. is not obligated to provide prior notice or reasons for these actions. You agree to be solely responsible for providing any notification to your end users.
Additional terms applicable to the Services provided by Indiplex Pvt. Ltd. or its affiliates are as follows:
You agree that the fees for any Services under these Terms shall be charged according to the manner, rates, and frequency determined by Indiplex Pvt. Ltd. Indiplex Pvt. Ltd. reserves the right to update the amount of the fees, including for Services for which no charge has been levied previously, in accordance with this clause. You agree that you shall be liable to pay any additional fees as determined by Indiplex Pvt. Ltd. in the event:
You agree that your use of any Service or a value-added service shall be construed as consent to any additional fees that may be levied by Indiplex Pvt. Ltd. on such additional Services or value-added services.
An end user may avail dynamic currency conversion ("DCC") services, which may be made available by Indiplex Pvt. Ltd. to an end user, as applicable. The transaction amount payable by the end user towards the purchase of goods or services from a merchant shall be inclusive of charges for such DCC services availed by the end user. An end user may reach out to dcc_invoice@indiplex.com, providing the payment ID and end-user contact number, to obtain invoices for DCC transactions.
Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services, or other information. The manner, mode, and extent of advertising by Indiplex Pvt. Ltd. are subject to change without any specific notice to you. In consideration for Indiplex Pvt. Ltd. granting you access to and use of the Services, you agree that Indiplex Pvt. Ltd. may place such advertisements on the Services through the website, print media, electronic media, social media, advertising platforms, etc.
Notwithstanding anything to the contrary, Indiplex Pvt. Ltd. shall have the right to immediately suspend the Services and the settlement of any monies or payments to You, without any liability to You, in the event of the following:
These Terms are effective upon the date You first access or use the Platform or Services and continue until such access and use is terminated by You or Indiplex Pvt. Ltd. Unless You have a separate offline agreement in relation to use of the Services, or any part thereof, these Terms will apply. Indiplex Pvt. Ltd. may terminate these Terms or close Your account at any time for any reason (including, without limitation, any activity that may create harm or loss to the goodwill of Indiplex Pvt. Ltd.). Where Applicable Laws require advance notice of termination to be provided, Indiplex Pvt. Ltd. will, prior to termination, provide You with the required advance notice of termination.
Termination does not immediately relieve You of obligations incurred under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination will serve to renew Your consent to the Terms. You understand and agree that Indiplex Pvt. Ltd. will not be liable for any compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data. You will remain liable to Indiplex Pvt. Ltd. for any fees, fines, or other financial obligations incurred prior to termination.
The following products and services are strictly prohibited for use in conjunction with the Services provided by Indiplex Pvt. Ltd. and are not permitted for sale, distribution, or promotion:
The following products and services are strictly prohibited for use in conjunction with the Services provided by Indiplex Pvt. Ltd. and are not permitted for sale, distribution, or promotion:
“Affiliate” shall mean any entity that directly or indirectly controls, is controlled by, or is under common control with Indiplex Pvt. Ltd., whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
“Applicable Laws” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time, and (ii) shall without limitation include any notification, circular, directive or other similar instruction issued by the ‘Financial Sector Regulators' including but not limited to the Reserve Bank of India (RBI) and/or rules, regulations, roles, responsibilities and processes as defined by NPCI on their website www.npci.org.in.
“Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by You, where the reversal is approved by the Facility Provider following examination of the Transaction related documents and information furnished by You, consequently resulting in Indiplex Pvt. Ltd. being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.
“Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Indiplex Pvt. Ltd. pursuant to a Chargeback.
“Chargeback Documents” has the meaning ascribed to the term in clause 2.1 of Part I: Specific Terms for Online Payment Aggregation Services.
“Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.
“Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities.
“Customer” means the Merchant's customer who will be making payments to the Merchant in consideration for goods/services availed of by the customer from the Merchant.
“Device” means the point of sale (POS) or mobile point of sale (mPOS) devices on which the Indiplex Pvt. Ltd. POS Software is enabled.
“Escrow Account” is an account held by Indiplex Pvt. Ltd. with an Escrow Bank for the purpose of receiving the Transaction Amount and effecting settlements to You.
“Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account under the Payment Aggregation Guidelines.
“Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.
“Facility Providers” shall mean banks, financial institutions, NPCI, technology service providers, or other third parties facilitating the provisions of Services or any part thereof, including but not limited to (a) acquiring banks, (b) banks issuing credit cards, debit cards, prepaid instruments and accounts, and (c) card payment networks.
“Fee Credit” has the meaning ascribed to the term in clause 1.5 of Part I: Specific Terms for Online Payment Aggregation Services.
“KYC Guidelines” means KYC norms as set out in the Master Direction - Know Your Customer, 2016 notified by Reserve Bank of India through circular no. Master Direction DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined by Indiplex Pvt. Ltd. or the Facility Providers. KYC means know-your-customer.
“NPCI” means the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement Systems Act, 2007.
“OFAC” means the Office of Foreign Assets Control constituted under the law of the United States of America.
“Payment Aggregator Guidelines” means the RBI circular DPSS.CO.PD.No.1810/02.14.008/2019-20 dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from time to time.
“Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.
“Permissible Deductions” means (a) fees charged by Indiplex Pvt. Ltd.; (b) Chargeback Amount including fines and penalties; and (c) any other sum due and payable by You to Indiplex Pvt. Ltd..
“Refund” means processing of Your request to Indiplex Pvt. Ltd., for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
“RBI” shall mean the Reserve Bank of India.
“Terminal ID (TID)” shall mean a unique number assigned to a Merchant that is set up in the Indiplex Pvt. Ltd. system. TIDs may also be associated with any Device at the discretion of Indiplex Pvt. Ltd. and the Merchant. Any Device can be deactivated at any time at the request of the Merchant.
“Transaction” means an order or request placed by the customer with You (or a third-party vendor availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's Payment Instrument.
“Transaction Amount” means the amount paid by the Customer in connection with Transaction.
1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online Payment Aggregation Services, Indiplex Pvt. Ltd. shall facilitate collection of online payments for products/services sold by You. You agree that where any settlement amount is less than Rupee 1, Indiplex Pvt. Ltd. shall endeavour to, but is not obligated to You, make such settlement.
1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Indiplex Pvt. Ltd. shall settle the Transaction Amount (net of Permissible Deductions) into your account as per agreed timelines in compliance with the PA/PG guidelines. The Merchant acknowledges and agrees that the foregoing is subject to credit to / receipt of funds by Indiplex Pvt. Ltd. in the Escrow Account from acquiring banks or gateways.
1.3. If Indiplex Pvt. Ltd. settles the Transaction Amount under Part A: General Terms and Conditions or Part B: Specific Terms and Conditions, at an earlier time than agreed above, Indiplex Pvt. Ltd. shall have an absolute right to recover the Transaction Amount forthwith if the same is not received in the Escrow Account within three (3) Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.
1.4. Indiplex Pvt. Ltd. shall have an absolute right to place limits on the Transaction value.
1.5. You may choose to purchase Fee Credits from Indiplex Pvt. Ltd. in respect of the Services being rendered under Part I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of each Transaction, Indiplex Pvt. Ltd. shall be entitled to deduct an amount equivalent to Indiplex Pvt. Ltd. fees along with applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the Fee Credits, then Indiplex Pvt. Ltd. shall be entitled to deduct Indiplex Pvt. Ltd. fees along with applicable taxes from the Transaction Amount. “Fee Credits” are the credits using which You may receive the full settlement amount without any fee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled in full and the fees for these payments will be deducted from the Fee Credit of INR 100.
You agree that Indiplex Pvt. Ltd. shall be entitled, at its sole discretion, to recover any amounts that are charged to Indiplex Pvt. Ltd. and/or debited by Facility Providers from accounts maintained by You or for any other reason attributable to the provision of Services to You. Such recovery may be made by way of deduction from:
In the event that such set-off or recovery does not fully reimburse Indiplex Pvt. Ltd. for the liability owed, You shall be liable to pay Indiplex Pvt. Ltd. an amount equal to any shortfall thereof. Such payment shall be made promptly as instructed by Indiplex Pvt. Ltd..
1.7. Reversal of Transaction Amount
You hereby acknowledge and agree that in the event of a reversal of the Transaction Amount to Indiplex Pvt. Ltd.'s Escrow Account for any reason, including but not limited to your bank (where your settlement account resides) rejecting acceptance of the Transaction Amount for any reason whatsoever, Indiplex Pvt. Ltd. may, at its discretion, refund the monies to the source account from which it was initially received. Indiplex Pvt. Ltd. shall not be liable for any delays or issues arising from such reversals.
1.8. Withholding of Settlement
Notwithstanding anything set forth in these Terms, You acknowledge, agree, and affirm that in the event Indiplex Pvt. Ltd., in its absolute discretion, determines that, due to reasons including but not limited to internal decisions or regulatory mandates, it is not feasible or suitable to settle the funds held in Indiplex Pvt. Ltd.'s Escrow Account to You, Indiplex Pvt. Ltd. reserves the right to withhold such settlement. Indiplex Pvt. Ltd. shall provide prior notice to You in such cases and shall refund the said amount back to the source account from which it was initially received. You agree that Indiplex Pvt. Ltd. shall not be liable for any consequential loss or damages arising from such withholding.
1.9. Authorization for Partner Bank Settlements
The Merchant hereby consents and confirms that, in the event any bank acting as a payment aggregator/payment facilitator utilizes Indiplex Pvt. Ltd.’s services for processing settlement of funds for such Merchant (hereinafter referred to as "Partner Bank"), the Merchant authorizes Indiplex Pvt. Ltd. to make settlements to such Partner Bank or any third party designated by Indiplex Pvt. Ltd.. The Merchant further grants Indiplex Pvt. Ltd. the right to carry out such settlements upon receipt of the Merchant's instructions, either directly to Indiplex Pvt. Ltd. or via the Partner Bank, as made available by the Partner Bank.
Additionally, the Merchant acknowledges and agrees that Indiplex Pvt. Ltd. may conduct Know Your Customer (KYC) procedures for the Merchant through any permissible means, including but not limited to accessing data from the Partner Bank or any other third party, in accordance with applicable regulations.
If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification 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.
5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they shall be construed harmoniously.
5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions.
5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation Services of Part B shall survive the termination of the Terms.
5.4. You hereby consent for Indiplex Pvt. Ltd. to share Your information/data, including activity related information and personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along with Indiplex Pvt. Ltd., such products and services as the Affiliates may deem You eligible; and/or (ii) to share such information with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such Facility Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent please reach out to Indiplex Pvt. Ltd..com/support.
5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar product through Indiplex Pvt. Ltd.'s affiliates/group companies, and its Facility Providers/lending partners, You hereby acknowledge, confirm, agree and provide unconditional consent that Indiplex Pvt. Ltd. may facilitate its affiliates/group companies which reserve the right to recover the outstanding dues from the positive balance as maintained by You with Indiplex Pvt. Ltd.. Depending on the type of loan product opted by You: (i) where NACH mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall happen from your positive balance maintained with Indiplex Pvt. Ltd., provided You have not completed repayment to lending partner of Indiplex Pvt. Ltd. affiliate/group companies through any other mode; or (ii) where your positive balance is first mode of repayment, recovery shall happen from the same.
5.6 You hereby agree that Indiplex Pvt. Ltd. may deduct amounts from Your settlement account in accordance with instructions provided by You to Indiplex Pvt. Ltd.. Indiplex Pvt. Ltd. may first deduct its fees and other liabilities, including but not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronological order of the instructions received from you.
1.1. Subject to Part A: General Terms and Conditions in conjunction with Part I: Specific Terms for Online Payment Aggregation Services, Indiplex Pvt. Ltd. shall facilitate collection of online payments for products/services sold by You. You agree that where any settlement amount is less than Rupee 1, Indiplex Pvt. Ltd. shall endeavour to, but is not obligated to You, make such settlement.
1.2. Subject to Clause 2 and 3 of Part I: Specific Terms for Online Payment Aggregation Services, Indiplex Pvt. Ltd. shall settle the Transaction Amount (net of Permissible Deductions) into your account as per agreed timelines in compliance with the PA/PG guidelines. The Merchant acknowledges and agrees that the foregoing is subject to credit to / receipt of funds by Indiplex Pvt. Ltd. in the Escrow Account from acquiring banks or gateways.
1.3. If Indiplex Pvt. Ltd. settles the Transaction Amount under Part A: General Terms and Conditions or Part B: Specific Terms and Conditions, at an earlier time than agreed above, Indiplex Pvt. Ltd. shall have an absolute right to recover the Transaction Amount forthwith if the same is not received in the Escrow Account within three (3) Escrow Bank Working Days following the date of the Transaction for any reason whatsoever.
1.4. Indiplex Pvt. Ltd. shall have an absolute right to place limits on the Transaction value.
1.5. You may choose to purchase Fee Credits from Indiplex Pvt. Ltd. in respect of the Services being rendered under Part I: Specific Terms for Online Payment Aggregation Services. It is agreed that in respect of each Transaction, Indiplex Pvt. Ltd. shall be entitled to deduct an amount equivalent to Indiplex Pvt. Ltd. fees along with applicable taxes from the Fee Credit. You agree that if sufficient funds are not available in the Fee Credits, then Indiplex Pvt. Ltd. shall be entitled to deduct Indiplex Pvt. Ltd. fees along with applicable taxes from the Transaction Amount. “Fee Credits” are the credits using which You may receive the full settlement amount without any fee deduction. For example, if You have a Fee Credit of INR 100 then all the Transactions will be settled in full and the fees for these payments will be deducted from the Fee Credit of INR 100.
You agree that Indiplex Pvt. Ltd. shall be entitled, at its sole discretion, to recover any amounts that are charged to Indiplex Pvt. Ltd. and/or debited by Facility Providers from accounts maintained by You or for any other reason attributable to the provision of Services to You. Such recovery may be made by way of deduction from:
In the event that such set-off or recovery does not fully reimburse Indiplex Pvt. Ltd. for the liability owed, You shall be liable to pay Indiplex Pvt. Ltd. an amount equal to any shortfall thereof. Such payment shall be made promptly as instructed by Indiplex Pvt. Ltd..
1.7. Reversal of Transaction Amount
You hereby acknowledge and agree that in the event of a reversal of the Transaction Amount to Indiplex Pvt. Ltd.'s Escrow Account for any reason, including but not limited to your bank (where your settlement account resides) rejecting acceptance of the Transaction Amount for any reason whatsoever, Indiplex Pvt. Ltd. may, at its discretion, refund the monies to the source account from which it was initially received. Indiplex Pvt. Ltd. shall not be liable for any delays or issues arising from such reversals.
1.8. Withholding of Settlement
Notwithstanding anything set forth in these Terms, You acknowledge, agree, and affirm that in the event Indiplex Pvt. Ltd., in its absolute discretion, determines that, due to reasons including but not limited to internal decisions or regulatory mandates, it is not feasible or suitable to settle the funds held in Indiplex Pvt. Ltd.'s Escrow Account to You, Indiplex Pvt. Ltd. reserves the right to withhold such settlement. Indiplex Pvt. Ltd. shall provide prior notice to You in such cases and shall refund the said amount back to the source account from which it was initially received. You agree that Indiplex Pvt. Ltd. shall not be liable for any consequential loss or damages arising from such withholding.
1.9. Authorization for Partner Bank Settlements
The Merchant hereby consents and confirms that, in the event any bank acting as a payment aggregator/payment facilitator utilizes Indiplex Pvt. Ltd.’s services for processing settlement of funds for such Merchant (hereinafter referred to as "Partner Bank"), the Merchant authorizes Indiplex Pvt. Ltd. to make settlements to such Partner Bank or any third party designated by Indiplex Pvt. Ltd.. The Merchant further grants Indiplex Pvt. Ltd. the right to carry out such settlements upon receipt of the Merchant's instructions, either directly to Indiplex Pvt. Ltd. or via the Partner Bank, as made available by the Partner Bank.
Additionally, the Merchant acknowledges and agrees that Indiplex Pvt. Ltd. may conduct Know Your Customer (KYC) procedures for the Merchant through any permissible means, including but not limited to accessing data from the Partner Bank or any other third party, in accordance with applicable regulations.
If the amount in respect of the Fraudulent Transaction has already been settled to You pursuant to these Terms, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification 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.
5.1. In the event of any conflict between Part A: General Terms and Conditions and Part B: Specific Terms and Conditions, Part B: Specific Terms and Conditions shall prevail. To the maximum extent feasible, they shall be construed harmoniously.
5.2. Capitalised terms used but not defined in this Part I: Specific Terms for Online Payment Aggregation Services of Part B shall have the meaning ascribed to such terms in Part A: General Terms and Conditions.
5.3. Clauses 2 and 4 of Part I: Specific Terms for Online Payment Aggregation Services of Part B shall survive the termination of the Terms.
5.4. You hereby consent for Indiplex Pvt. Ltd. to share Your information/data, including activity related information and personal information, with its Affiliates, for (i) the Affiliates to facilitate access to/market along with Indiplex Pvt. Ltd., such products and services as the Affiliates may deem You eligible; and/or (ii) to share such information with Facility Providers (such as banks, NBFCs) associated with the Affiliates, for such Facility Providers to assess Your eligibility for the proposed products and services. To revoke or modify such consent please reach out to Indiplex Pvt. Ltd..com/support.
5.5. You hereby agree and confirm that in case You have opted for a loan/line of credit or any other similar product through Indiplex Pvt. Ltd.'s affiliates/group companies, and its Facility Providers/lending partners, You hereby acknowledge, confirm, agree and provide unconditional consent that Indiplex Pvt. Ltd. may facilitate its affiliates/group companies which reserve the right to recover the outstanding dues from the positive balance as maintained by You with Indiplex Pvt. Ltd.. Depending on the type of loan product opted by You: (i) where NACH mandate provided by You as the first mode of repayment fails due to insufficient balance, recovery shall happen from your positive balance maintained with Indiplex Pvt. Ltd., provided You have not completed repayment to lending partner of Indiplex Pvt. Ltd. affiliate/group companies through any other mode; or (ii) where your positive balance is first mode of repayment, recovery shall happen from the same.
5.6 You hereby agree that Indiplex Pvt. Ltd. may deduct amounts from Your settlement account in accordance with instructions provided by You to Indiplex Pvt. Ltd.. Indiplex Pvt. Ltd. may first deduct its fees and other liabilities, including but not limited to chargebacks, fines, and penalties followed by other deductions, based on the chronological order of the instructions received from you.
6.1. You represent and warrant that (i) You shall during the entire term of the usage of the Services, implement, observe and comply with applicable requirements prescribed under Applicable Laws, including but not limited to the provisions of the Payment Aggregator Guidelines. You shall further ensure that Your operations are in compliance with the Payment Aggregator Guidelines and You shall not undertake any action in breach of the same; (ii) You shall on Your website/web app/mobile site/mobile app clearly indicate/display (a) the return and refund policy of Your products/services to Your customers, including the timelines for processing such returns, refunds or cancellations; 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; (iii) You shall at no time hold, store, copy or keep any customer data relating to a customer's Payment Instrument and shall notify in writing to Indiplex Pvt. Ltd. without any delay if You suspect or have become aware of a possible security breach related to any customer data; (iv) You shall not store any data pertaining to the Payment Instrument / customer Payment Instrument credentials. On demand, You shall provide a written confirmation, in a form and manner acceptable to Indiplex Pvt. Ltd. and Facility Providers, certifying compliance to this aspect.
6.2. 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. It is clarified that such customer grievance redressal mechanism shall provide the facility to the customers for registering their complaints over phone, email, or any other electronic means. You shall respond to such grievances or complaints received from Your customers within a period of 5 (five) business days from the date of receiving such grievance or complaint. You shall be solely responsible for sorting or handling any complaints received against You.
6.3. You shall comply with or enter into an agreement with a third party service provider of payment processing services for compliance with the Payment Card Industry Data Security Standard (“PCI DSS”), as may be amended from time to time, and the Payment Application-Data Security Standard (“PA-DSS”), if applicable. You shall also submit an annual report in writing to Indiplex Pvt. Ltd. signifying proof of compliance with the above. If You become aware that You will not be or are likely not to be, in compliance with PCI DSS or PA DSS for any reason, You will promptly report in writing to Indiplex Pvt. Ltd. such non-compliance or likely non-compliance.
6.4. You shall provide Indiplex Pvt. Ltd. with evidence of compliances listed in this clause 6 at Indiplex Pvt. Ltd.'s request and provide, or make available, to Indiplex Pvt. Ltd. copies of any audit, scanning results or related documents relating to such compliance. Notwithstanding the above, Indiplex Pvt. Ltd. shall have the right to conduct a security audit to check Your compliance with this clause 6 and in such cases, You shall extend full cooperation to Indiplex Pvt. Ltd. and its representatives so as to enable them to conduct the audit to their sole satisfaction.
(a) "Optimizer Services" refers to a technology solution developed and provided by Indiplex Pvt. Ltd., which enables You to route payments through specific payment gateways based on Your business conditions and preferences. This solution operates as a software layer, which processes each payment request received for Your unique ID, according to the rules set by You on the Optimizer's merchant-facing dashboard.
(b) "Optimizer Transaction" means any transaction routed by You through the Optimizer Services, where an order or request is placed by a customer with You and the customer pays the Optimizer Transaction Amount, using the services of any payment gateway or payment aggregator.
(c) "Optimizer Transaction Amount" refers to the amount paid by the customer to You, which is subsequently routed by You through the Optimizer Services.
(d) You acknowledge that the Optimizer Services are being provided by Indiplex Pvt. Ltd. solely as a Software-as-a-Service (SaaS) provider. The Optimizer Services are distinct and separate from other services provided to You. Indiplex Pvt. Ltd.’s role in relation to the Optimizer Services will be limited to that of a SaaS provider and will not extend to that of a payment service provider.
(e) You hereby consent to Indiplex Pvt. Ltd. using or processing any data shared by You for the purpose of providing the Optimizer Services.
(f) Indiplex Pvt. Ltd. reserves the right to charge additional fees for the provision of the Optimizer Services, which will be determined as per the agreed terms between the parties.
(g) You agree to indemnify and hold harmless Indiplex Pvt. Ltd., its directors, managers, officers, employees, and agents from any losses arising from claims, demands, actions, or other proceedings due to disputes or claims raised by any payment gateway or payment aggregator in relation to the Optimizer Services. This indemnity applies to any omission or commission on Your part.
(a) You may opt for certain value-added services available on the Indiplex Pvt. Ltd. dashboard. The provision of such services will be subject to additional charges, which shall be mutually agreed upon between the parties. These charges will be payable on a monthly, quarterly, annual, or other mutually agreed-upon basis. You consent to the deduction of such charges from the settlement amount payable from the Escrow Account in accordance with these Terms.
(b) In addition to the above, Indiplex Pvt. Ltd. provides certain customizable templates as part of its value-added services. These templates include terms of use and conditions, return and refund policies, shipping policies, privacy policies, and similar documents (collectively referred to as the "Customizable Templates"). You may choose to use these templates to display on Your website, web app, mobile site, mobile app, or other digital platforms to comply with the Payment Aggregator Guidelines.
You acknowledge and agree to the following with respect to the Customizable Templates:
(On Merchant's Letterhead)
Date:
To,
Indiplex Pvt. Ltd. Software Private Limited,
(U66190PN2024PTC227628) Office No. 528, 5th Floor,
Gera's Imperium Rise, Hinjawadi Phase 2 Rd,
Opposite Wipro Circle, Phase 2,
Hinjawadi Rajiv Gandhi Infotech Park,
Hinjawadi, Pune, Pimpri-Chinchwad, Maharashtra 411057
Subject: Undertaking to Comply with Applicable Laws, Including Gaming Laws, Rules, and Regulations
Sir/Madam,
M/s. _________ ('Merchant', 'We') represent and warrant to Indiplex Pvt. Ltd. Software Private Limited and its affiliates ('Indiplex Pvt. Ltd.') that:
Yours sincerely,
For (Merchant's name)
Name of the Authorised Signatory
Designation of the Authorised Signatory.
The Indiplex Pvt. Ltd. partner program is a referral program through which You can refer the Indiplex Pvt. Ltd. services to Your clients or customers and get rewarded. You may become a partner by agreeing to the detailed Terms and conditions and signing up as a partner.
Magic checkout is the checkout technology platform developed by Indiplex Pvt. Ltd. for Your customers registered with Indiplex Pvt. Ltd. which enables the customer to seamlessly save and use their information for placing orders with You (“Magic Checkout Services”). You can avail Magic Checkout Services as per terms specified below:
In the event of any conflict between the Part VI: Magic Checkout and the rest of the Terms, then the former shall prevail. To the maximum extent feasible, they shall be construed harmoniously.
Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms in the Terms.
At the request of Merchant, Indiplex Pvt. Ltd. will enable Digital Invoicing Services for the Merchant, wherein the Merchant and its customer will have an option to share and / or maintain the invoice copy relating to the transaction in a digital form. The Merchant has agreed to avail such Digital Invoicing Services on such Terms and conditions mentioned here and additional terms and conditions, as are incorporated hereinbelow:
For enabling the Services, Indiplex Pvt. Ltd. will provide Devices to the Merchant on agreed pricing terms. For provision of these Services, the Merchant shall provide necessary KYC details and other information as may be required by Indiplex Pvt. Ltd. in relation to Merchant stores and locations, where the Devices are requested to be deployed.
Merchant agrees that each Device ordered by Merchant shall have a minimum period of usage of __ months (in case the Merchant opts for monthly plan), also referred to as the “Lock-in period” commencing from the date of deployment of such Device at the Merchant location. It is to be clarified that in the event the Merchant deactivates or returns a particular Device or set of Devices, before the expiry of the Lock-in period, Merchant shall make a one-time payment to Indiplex Pvt. Ltd. POS of an amount equivalent to the remaining rental or fees (as applicable) for the unexpired duration of the Lock-in Period for such Devices. On termination of Services for whatever reasons, the Merchant shall return all the Devices immediately to Indiplex Pvt. Ltd. POS (if taken on rental basis).
Indiplex Pvt. Ltd. POS will provide Devices and mobile application that are necessary for the provision of the Indiplex Pvt. Ltd. POS Services. Merchant shall acknowledge the receipt of such Device in a form and manner acceptable to Indiplex Pvt. Ltd. POS and each such acknowledgement shall be deemed to be a part of this Agreement.
Indiplex Pvt. Ltd. POS, or its business associate, shall after receiving instructions in writing, install the Device at Merchant’s premises. Merchant shall ensure that the necessary infrastructure (like mobile phone(s) or tablet(s) and internet) required to install the Device is available at the Merchant’s designated location. To the fullest extent permitted by law, Indiplex Pvt. Ltd. is not responsible for any delays, delivery failures, or any other loss or damage resulting from (i) the transfer of data over public communications networks and facilities, including the internet, or (ii) any delay or delivery failure on the part of any other service provider not contracted by us, and You acknowledge that the service may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Merchant shall arrange, co-operate, and provide for installation at its premises the Device and such related accessories and software as Indiplex Pvt. Ltd. POS may deem fit and appropriate. Merchant states and agrees that the Device shall be used exclusively at the Merchant’s designated establishment/ location for the purchase of goods or services for which the Merchant has been signed up and for no other purpose whatsoever. Indiplex Pvt. Ltd. POS shall not be used in extreme or hazardous environments like (exposure to high heat, fire hazard or water) neither Merchant shall forcefully plug and unplug the charging interface or tilt it.
Merchant shall retain in its possession and for its exclusive use the Device and keep the same in good condition. Merchant agrees and acknowledges to safe keep and control the use of the Device such that any transaction using the Device shall be deemed to be authorized and sanctioned by Merchant. Merchant shall not use the Device for any fraudulent transactions, business malpractices and illegal activities. Merchant shall not and shall ensure that the personnel of Merchant using the Device shall not, use the Device in such a manner that it harms the security systems enabled on the Device.
Merchant shall not lease or resell the Device and/or such other services as may be mutually agreed to between Merchant and Indiplex Pvt. Ltd. POS to any other Party without the permission, in writing, of Indiplex Pvt. Ltd. POS.
Indiplex Pvt. Ltd. POS shall be entitled to charge Merchant for the costs and charges of the Device (including accessories) and/or the costs of repairing the Device(s) in the event the Device(s) is/are damaged or lost as a result of improper handling by Merchant unless the Device is bought (and not leased/rented) by Merchant from Indiplex Pvt. Ltd. POS.
In case the Device is provided by Indiplex Pvt. Ltd. POS to Merchant on rental basis, then the Device shall be the exclusive property of Indiplex Pvt. Ltd. POS, and Merchant shall forthwith (not less than 3 days) surrender the Device to Indiplex Pvt. Ltd. POS in the event of termination of this arrangement for any reason whatsoever. During the tenure of this arrangement and thereafter Merchant shall not claim any right, title, interest or lien over the Device.
In case the Device is provided by Indiplex Pvt. Ltd. POS on lease to Merchant, Merchant shall not:
The loss or damage caused to Indiplex Pvt. Ltd. POS arising out of negligence, or misuse of the Device and/or default in payment due to any reason whatsoever or that of any telecommunication devices attached to/inbuilt within/embedded in the Device, by the Merchant or its employees shall be to the account of Merchant, and Indiplex Pvt. Ltd. POS will recover such losses and expenses from Merchant.
Merchant shall permit the representatives of Indiplex Pvt. Ltd. POS or any other concerned service provider to carry out physical inspections of the Device or telecom equipment (or possession of any of these, in case of termination of this arrangement) during business hours, with or without prior notice (in cases where Devices are taken on rental basis).
You agree that Indiplex Pvt. Ltd., may obtain information related to accounts and transaction along with personal information of the Merchant and its respective Customers, and Indiplex Pvt. Ltd. may use such data to analyse, improve, market, support and operate the Indiplex Pvt. Ltd. POS and the services and otherwise for any business purpose during the term and after termination of the present engagement. All usage of such data, its retention and process shall be governed under applicable law(s) and internal policies of Indiplex Pvt. Ltd..
Limited to the jurisdiction of India, Merchant shall ensure that:
Indiplex Pvt. Ltd. shall have the right to recover or take back the Indiplex Pvt. Ltd. POS where:
In cases of rental Devices, any losses or damages caused to Devices shall be calculated as below:
If a Facility Provider communicates to Indiplex Pvt. Ltd. the receipt of a Chargeback Request, You will be notified of the Chargeback. You agree that liability for Chargeback rests with You. Subject to availability of funds, Indiplex Pvt. Ltd. upon receipt of a Chargeback Request shall forthwith deduct Chargeback Amount from the Transaction Amounts which may be used, based on the decision of the Facility Provider, either to:
You agree that (i) if You are unable to furnish Chargeback Documents; and/or; (ii) the Facility Provider is not satisfied with the Chargeback Documents furnished by You, then the Facility Provider shall be entitled to order Indiplex Pvt. Ltd. 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 Payment Instrument.
Notwithstanding anything in these Terms, if the Facility Providers charge the Chargeback Amount from Indiplex Pvt. Ltd., then You agree and acknowledge that Indiplex Pvt. Ltd. is entitled to recover such Chargeback Amount from You by way of deduction from:
On the issuance of notice of termination of the Terms, Indiplex Pvt. Ltd. reserves the right to withhold from each settlement made during the notice period, a sum computed based on a Stipulated Percentage (defined hereinbelow) for a period of ___ days (“Withholding Term”) from the date of termination of these Terms. The sums so withheld shall be utilized towards settlement of Chargebacks. After processing such Chargebacks, Indiplex Pvt. Ltd. shall transfer the unutilized amounts, if any, to You forthwith upon completion of the Withholding Term. The stipulated percentage is the proportion of the Chargeback Amounts out of the total Transaction Amounts settled during the subsistence of these Terms.
Notwithstanding anything in this Specific Terms of Use, if the amount withheld, as specified above is insufficient to settle Chargebacks Amounts received during the Withholding Term, then Indiplex Pvt. Ltd. is entitled to issue a debit note seeking reimbursement of the Chargeback Amount. You shall reimburse the Chargeback Amount within ___ days of receipt of the debit note.
The following applies for Chargebacks associated with EMI products which are supported by Facility Providers. For any loan cancellation requests, You need to respond to Indiplex Pvt. Ltd. within 7 working days with a suitable response. If the loan is to be cancelled, then the same needs to be informed to Indiplex Pvt. Ltd. and if the cancellation request is to be declined, then You need to provide proof of delivery and justification. For loans which would get cancelled on the basis of Your confirmation, the amount would be recovered from the daily settlement.
You agree and acknowledge that subject to the availability of funds received in the Escrow Account, You are entitled to effect Refunds at Your sole discretion.
You further agree and acknowledge that initiation of Refunds is at Your discretion and Indiplex Pvt. Ltd. shall process a Refund only upon initiation of the same via the software application provided by Indiplex Pvt. Ltd..
All Refunds initiated by You shall be routed to the same payment method through which the Transaction was processed.
You agree that Indiplex Pvt. Ltd. fees shall always be applicable and payable by You on each Transaction, irrespective of the Refunds.
The Merchant agrees to pay all charges related to the provision of Services and Device Rentals (“Fees”), as specified in the pricing terms accepted by the Merchant at the time of subscribing to the Services on the Website. The Merchant acknowledges and agrees that such Fees will be charged in accordance with the manner, rates, and frequency set out in the applicable pricing terms. All Fees will be deducted from the transaction settlement amount due to the Merchant. However, in the event that Device Rentals are not deducted from the transaction settlement amount, such Fees will be deducted from the e-NACH/e-Mandate setup by the Merchant, in accordance with the instructions of Indiplex Pvt. Ltd. POS.
The Fees set forth under this Agreement are exclusive of any applicable taxes. Indiplex Pvt. Ltd. shall apply and collect applicable taxes on the Fees as required by law. The Merchant acknowledges and agrees that any changes in applicable taxes during the term of this Agreement shall be borne by the Merchant.
In the event of any delay in the payment of any amounts due to Indiplex Pvt. Ltd. under this Agreement, beyond the due date for payment, Indiplex Pvt. Ltd. may, at its sole discretion, exercise one or more of the following remedies: