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Terms & Conditions

Indipe Paytech Private Limited, hereinafter referred to as "Indipe," is a privately held company primarily involved in the facilitation of a comprehensive suite of financial services to merchants via its digital platform, operating on a software as a service (SaaS) model. Additionally, Indipe offers supplementary value-added services to said merchants. Pursuant to the following terms and conditions, Indipe has consented to provide the Indipe Services (as defined subsequently) to you (referred to as "the merchant" or "the user"), and by accepting these terms, you acknowledge and agree to avail yourself of the aforementioned Indipe Services.
 

1. DEFINITIONS

1.1 "Customer" refers to any person who enters into a contract with you to purchase goods and/or services and makes a payment or remittance as part of that agreement.

 

1.2 "Customer Payment Amount" means the specific sum paid by the Customer to you, using the Service, for the purchase of goods and/or services.

 

1.3 "Merchant Services" encompass the services or products provided by you to your Customer/s, for which the payment or remittance is processed through the Customer's valid accounts/cards or bank account, utilizing the services provided by Indipe.

 

1.4 "Processing Mechanism" denotes the designated payment mechanism, either through the internet or other modes of payment and delivery as informed by Indipe from time to time. This includes options such as Immediate Payment Service (IMPS), National Electronic Funds Transfer (NEFT), Real-Time Gross Settlement (RTGS), and/or UPI (as defined below).

 

1.5 "Transaction" refers to an electronic financial transaction carried out using the services provided by Indipe.

 

1.6 "UPI" stands for the Unified Payment Interface, a payment system that integrates multiple bank accounts into a unified network of participating banks. It allows for the consolidation of various banking features, seamless fund routing, and merchant payments within a single platform.

2. ELIGIBILITY TO USE


2.1 You explicitly acknowledge and agree to the following terms:

(i) You are a legal entity;

(ii) You possess the capacity and authority to enter into a legally binding agreement;

(iii) Your employees, officers, representatives, and other agents accessing Indipe are duly authorized to access the Indipe Service and bind you legally to these terms and all related actions;

(iv) All registration information you provide is accurate and truthful;

(v) You will ensure the ongoing accuracy of such information;

(vi) You are not prohibited by law from accessing or utilizing the services provided by Indipe under Indian legislation;

(vii) You are an entity duly constituted and validly existing under Indian law;

(viii) You explicitly acknowledge and agree that the use of the Indipe Services is exclusively permitted for individuals physically present in India during the registration process, linking to any associated offering forming part of the Indipe Services, and conducting/processing a Transaction.

2.2 To access the Indipe Services, you must be a business entity with an active Indian mobile number and bank account.

 

3. SCOPE

3.1 Indipe has developed and owns specific software that enables the processing of payment services and Transactions through the Processing Mechanism, allowing for automated acceptance of payments ("Indipe Services"). The Indipe Services include a dashboard service, an API service, and other value-added services such as loan facilitation services, bill payments, etc., as determined solely by Indipe and notified from time to time.

 

3.2 The scope of the Indipe Services, including the terms of use, may be subject to amendments, which will be communicated to you in the event of any significant changes. It is important to note that Indipe retains the right to introduce enhancements for improved customer experience and transaction security at its absolute discretion. These enhancements may include optimization procedures, both manual and machine learning-based, aimed at enhancing payment performance for various payment methods.

 

3.3 You acknowledge the requirement to provide up-to-date, accurate, and correct information, including your mobile number registered with the relevant bank, email address, and any other details as requested by Indipe from time to time.

 

3.4 You undertake not to access or attempt to access the Indipe Services through any means other than the interface provided by Indipe and as permitted by the terms. Specifically, you agree not to access or attempt to access the Indipe Services using any automated methods, including the use of scripts or web crawlers.

4. INDIPE FEES

4.1 In consideration of and subject to the payment of the Indipe Fees, Indipe has agreed to make available the Indipe Services to you as per these Terms and Conditions as specified in Annexure A.

 

4.2 Quoted Indipe Fees are exclusive of any applicable taxes, all of which shall be the liability of and charged to you.

 

4.3 Indipe shall be entitled, without exception and at its discretion, to deduct from any payments to be made to you, all outstanding Indipe Fees and any taxes.


 

5.PAYMENTS

5.1 By accepting these Terms and Conditions, you explicitly authorize Indipe to hold, receive, disburse, and settle funds on your behalf. This authorization grants Indipe the right to receive Customer Payment Amounts for each Transaction into an Indipe account (Delivery Versus Payment) for further processing. Indipe will process and transfer such payments to the bank account designated by you during registration or any account instructed by you ("Merchant Account"). This authorization remains valid until specifically terminated.

 

5.2 By accepting these Terms and Conditions, you also explicitly authorize Indipe to hold, receive, and settle funds on your behalf for other value-added services as per your selection and instructions within the permitted use of the application.

 

5.3 Indipe will initiate the transfer of the relevant Customer Payment Amount received to the respective Merchant Account within T banking days as per Annexure A ("T" being the date of a successful Transaction, and banking days referring to the days when private banks are open for business in New Delhi), starting from the date of receiving the Customer Payment Amount. After deducting the agreed-upon Indipe Fees and charges as per these Terms and Conditions, Indipe will settle the funds. It is important to note that Indipe will settle Customer Payment Amounts only upon actual receipt.


 

6.REPRESENTATIONS, WARRANTIES, AND COVENANTS:

 

6.1 You hereby represent, warrant, and covenant with Indipe that:

 

6.1.1. all information submitted by you to Indipe is and shall, during the tenure of the engagement, be maintained as true, correct, and accurate in all respects;

 

6.1.2. you are not barred or otherwise prohibited from accessing or using Indipe Services in any manner;

 

6.1.3. you are and shall, during the tenure of this engagement, remain at all times the legal and beneficial owner of the Merchant Account and keep all details thereof up to date;

 

6.1.4. all goods and/or services provided by you to a Customer shall be lawfully sold/provided, and you shall not sell/provide products that are or may be perceived as illegal, offensive, or prohibited, and such other Services in Annexure B;

 

6.1.5. you shall not impersonate any person or entity, falsely claim, or otherwise misrepresent an affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signatures or perform any other fraudulent activity;

 

6.1.6. you shall promote Indipe Services at your place of business and website;

 

6.1.7. you shall promptly provide all information and assistance as may be required by Indipe from time to time in dealing with requests or queries of any governmental authority or judicial/quasi-judicial authorities;

 

6.2 You agree to provide KYC and similar relevant details & documents to Indipe, in electronic and physical form, as may be required by Indipe. Also, you hereby authorize Indipe to use your KYC and details for all such services that Indipe may offer, by itself or through third parties, from time to time.

 

6.3 You authorize Indipe to read and access messages on the device utilizing the Indipe Services for retrieval and use for the enhancement of Indipe's services.

 

6.4 You understand that the QR Code, which shall be generated by Indipe, is unique and specific to you, and that you shall at all times maintain the secrecy of this QR Code. Specifically, you agree and acknowledge that Indipe shall not be liable in any manner whatsoever for any negligence or misuse of the QR Code by you or your agents, employees, representatives, or Customers.

 

6.5 You agree and understand that at the time of registration with Indipe, a username and password shall be generated, which will enable you to access your unique and personal dashboard on the Indipe interface and view Transactions. You shall not share the username and password with other persons and acknowledge that such sharing shall cause irreparable harm to Indipe, and you shall be liable to indemnify Indipe for any loss or damage suffered as a result of any unauthorized use.

 

6.6 Indipe shall provide you details of Transactions through a personal dashboard on the Indipe interface, and you shall determine if there are any errors or unauthorized Transactions and inform Indipe in writing of the same.

 

6.7 You shall deliver goods/services immediately to Customers upon receiving the confirmation of payment.

 

6.8 You have appointed Indipe as a collection agent for payments to be received by it.

 

6.9 In accordance with the Indipe Services opted by you, you have taken explicit consent from your references and agree that Indipe and/or their third-party vendor(s) may get in touch with your references (in case you are unreachable). By providing/selecting your references below, Indipe shall deem that you have obtained consent from such person after disclosing the purpose for which their reference is provided.

 

6.10 It is hereby agreed that Indipe shall have the right to rely upon all electronic communications, orders, or messages received through the Processing Mechanism for the purpose of processing Transactions. Indipe shall not be under any obligation to verify or conduct further inquiries regarding the identity of the sender or the integrity of such communications. Indipe shall not be held responsible for any losses incurred as a result of the use of stolen or hacked devices or fraudulent electronic transactions.

7. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

 

7.1 Each Party acknowledges that, under these Terms and Conditions, it may have access to certain confidential information belonging to the other Party. Consequently, each receiving Party agrees not to disclose any confidential information of the disclosing Party to any third party.

 

7.2 You shall ensure that no person who has access to any Indipe Services engages in reverse engineering, decompiling, or disassembling any software shared or disclosed by Indipe. Furthermore, they shall refrain from creating derivative software or any other software program based on such shared or disclosed software.

 

7.3 Indipe shall exclusively retain all worldwide rights, title, and interest in and to the Indipe Services. This includes, without limitation, ownership of all intellectual property rights associated with the Processing Mechanism enabled by Indipe and the related software. You acknowledge and agree that any customizations carried out on behalf of you shall be considered the intellectual property of Indipe. During the term of the engagement, you may only utilize such additional modifications or amendments.

 

8.INDEMNIFICATION

8.1 You hereby undertake and agree to indemnify and hold Indipe harmless against any and all actions, proceedings, claims, penalties, demands, and costs, including, without limitation, legal costs incurred by Indipe. This indemnification extends to awards, damages, losses, liabilities, and expenses arising out of or in connection with:

 

8.1.1. any claim or proceeding brought by a Customer concerning a product or service offered or sold by you; and

 

8.1.2. any negligence on your part or the part of your agents, employees, licensees, contractors, or Customers;

 

8.1.3. a breach of any term or condition stated herein by you or any inaccuracy of a representation or warranty made by you under these terms;

 

8.1.4. a violation of applicable laws.


 

9. LIMITATION OF LIABILITY

 

9.1 Unless otherwise mandated by applicable law, all Transactions processed through Indipe Services are deemed non-refundable. Indipe shall not be a party to, nor held responsible for, any disputes, chargebacks, or reversals between you and a Customer. Notwithstanding anything to the contrary in these Terms and Conditions, Indipe shall not be liable to you or any Customer for any special, indirect, incidental, or consequential damages arising in connection with these Terms and Conditions or otherwise.

 

9.2 In the event of proven claims of any nature whatsoever, the total liability of Indipe shall never exceed the Indipe Fees for a 7-day period immediately preceding the date of the relevant claim or demand.

 

10. NO WARRANTY

10.1 Except as expressly provided herein, Indipe disclaims all warranties, responsibilities, whether express or implied, written or oral, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Indipe does not warrant the uninterrupted or error-free functioning of Indipe Services, including but not limited to service interruptions due to communication outages, system failures, or other disruptions that may affect the receipt, processing, acceptance, completion, or settlement of Transactions.

 

10.2 The use of Indipe Services does not constitute an endorsement of you by Indipe. Indipe is under no obligation to mediate disputes between Customers and Merchants, or between a Customer and you, or any other participants in the payment system.

 

11. SUSPENSION AND TERMINATION

11.1 Indipe and its partners reserve the right and shall be entitled to immediately suspend the services, including withholding or rejecting settlements that are or may be suspicious, susceptible to fraud, or for risk management purposes, pending inquiry and/or resolution of such issues, including any breaches of these Terms and Conditions.

 

11.2 Termination of these Services shall not release any Party from the obligation to make payment of all amounts then due and/or payable. Upon termination, both Parties shall settle all outstanding dues payable to the other Party.

 

12. FORCE MAJEURE

12.1 If either Party is delayed or prevented, in whole or in part, from performing any obligation or condition hereunder, or from exercising its rights due to any force majeure, such Party shall be excused from the performance of such obligations or conditions for the duration of the delay or prevention. The term "force majeure" as used herein includes acts of God, government actions, acts of terrorism, strikes, lockouts, or other labor disputes, acts of a public enemy, blockades, wars, insurrections or riots, epidemics, landslides, fires, storms, floods, explosions, technological failures, breaches, hacks, system vulnerabilities or incompatibilities, or any other similar causes beyond the control of such Party.


13.DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION

13.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of India.

 

13.2 Any difference, dispute, conflict, or controversy, including any question regarding its existence, validity, or termination, arising out of or in connection with these Terms and Conditions ("Dispute"), if not amicably settled within 30 (thirty) days after receipt of written notice from one Party by the other Party of such Dispute, shall be referred to and resolved in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Pune, India, and the language of the arbitration shall be English. The Parties shall appoint a sole arbitrator, appointed by Indipe, to oversee the proceedings. The arbitrator's decision shall be final and binding on the Parties. Each Party shall bear its own costs of arbitration.

 

13.3 The courts in Pune shall have exclusive jurisdiction over any matters related to these Terms and Conditions.

 

14.GRIEVANCE REDRESSAL POLICY

 

To ensure prompt and effective resolution of concerns, Indipe has established the following escalation matrix:

Level 1: Complaint Registration

 

To register a complaint, please use the support section in the Indipe app. Our aim is to resolve all complaints within 10 business days.

 

Level 2: Escalation to Customer Support Centre

 

Contact our customer support centre at +91 8806 500 600. Our customer support team strives to resolve all complaints within 10 business days.

 

Level 3: Escalation to Grievance Redressal/Nodal Officer

 

In compliance with the guidelines prescribed by the Reserve Bank of India, the details of our Grievance Redressal/Nodal Officer are as follows:

 

Name: Nandkumar Ingle

Contact Details: +91 91454 07373

Email: nodalofficer@indipe.in

Working hours: Monday to Friday from 10:00 a.m. to 7:00 p.m. Our objective is to resolve your complaint within 10 business days.

 

Resolution Process

 

We aim to address and resolve all concerns and complaints within the timelines specified in Level 1 of our escalation matrix. If your concern remains unresolved or unsatisfactorily resolved, and you wish to escalate it to the next level, you must ensure that you have exhausted the previous level(s) and hold a valid ticket number before proceeding.

 

Please note that due to technical or operational reasons, there may be delays in resolving your complaint. Additionally, if the issue or grievance involves a third party, the stated timelines may be subject to change. The delay or extension of timelines may depend on the respective third party, including but not limited to clearing houses, banks, network providers, or regulators. In such cases, we will promptly inform you of any such delays or extensions.

 

For refunds, you may receive instant approval; however, it may take 3-10 business days for the funds to be reflected in your account.

If your query or complaint has not been satisfactorily resolved at the previous levels within 30 days, you can contact the RBI ombudsman at https://cms.rbi.org.in/ or visit the Sachet portal at https://sachet.rbi.org.in/.

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