These Terms and Conditions (the "Master Terms") describe the terms and conditions applicable to you upon availing the services offered by Tezipay Tech Solution Private Limited ("TeziPay", “we”, “us” or “our”) specified hereinbelow (“Service" or the “Services”) through its Platform. The Additional Terms and Conditions will be in addition to the Master Terms and will apply to respective Service being availed by you on the Platform and are provided in Annexure A hereto.

“Account” shall mean the account required to be required to be created by the User on the Platform to avail Services.

“Account Data” shall mean any of your information or data used with or stored in or by the Services.

“Additional Terms and Conditions” shall mean any guidelines, additional terms, policies, or disclaimers made available or issued by us from time to time in relation to the respective Service.

“Platform” shall collectively mean our website and our application through which we provide the Services.

“Services” shall mean the Point of Sale Services, the Mobile Point of Sale Service, the Credit Facilitation Service, and such other services as may be offered by us from time-to-time via the Platform.

“Territory” shall mean the Republic of India.

“Third Party Services” shall mean the services, products or promotions provided by third parties and not by TeziPay.

"Marks" means TeziPay's names, logos, emblems, brands, service marks, trademarks, trade names, taglines or other proprietary designations.

These Master Terms constitute a binding and enforceable legal contract between TeziPay and any user of the Services (“you, user”). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Master Terms, (b) are eighteen years of age or older, and (c) are an Indian resident. If you represent an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Master Terms. By using the Services, you agree that you have read, understood, and are bound by these Master Terms, and that you comply with the requirements listed herein. If you do not agree to all of these Master Terms or comply with the requirements herein, please do not access the Platform or use the Services.

TeziPay grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign in any way, to access and use the Services including the provision of the Platform and its features solely in the Territory in accordance with these Master Terms and the applicable Additional Terms and Conditions.

At any point during the Term, you may contact us to obtain the Account Data stored on TeziPay’s servers and TeziPay shall furnish the same on a best-efforts basis.

You shall not and shall not permit any third party to:

access or attempt to access any Services (or any part) that is not intended to be available to you;

without TeziPay’s advance written consent, use or access any Services (or any part) outside or from outside the Territory specified by us;

perform or attempt to perform any action that would interfere with the proper working of the Services, prevent access to or use of the Services by other users, or impose a large load on TeziPay’s infrastructure, network capability or bandwidth;

use any Services (or any part) except as permitted in these Master Terms or the applicable Additional Terms and Conditions; or

host, display, upload, modify, publish, transmit, store, update or share any information that:

belongs to another person and to which you do not have any right;

is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethically objectionable, relating or encouraging money laundering, or gambling, or otherwise inconsistent with, or contrary to the laws in force;

is harmful to children;

violates, infringes or misappropriates any patent, trademark, or copyright, or other proprietary rights;

violates any law for the time being in force;

deceives or misleads the addressee about the origin of the message or knowingly or intentionally, communicates, any information which is patently false, but may reasonably be perceived as a fact;

impersonates another person;

threatens the unity, integrity, defence, security or sovereignty of India, its friendly relations with foreign states, or public order, or causes incitement to the commission of any cognisable offence, or prevents the investigation of any offence, or is insulting to another nation;

contains software virus or any other computer code, file or program, designed to interrupt, destroy or limit the functionality of any computer resource; or

is patently false or untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain, or to cause any injury to any person.

You may be required to undertake certain know-your-customer (“KYC”) processes with us in order to avail the Services. In this regard, we may require you to upload documents and information (“KYC Documents”) that may be necessary to ascertain your eligibility to avail Services.

In the event any additional information, data, or documentation (collectively, “Additional Information”) is required to determine eligibility, you agree to share such Additional Information promptly upon request, and further authorise us to process such Additional Information.

We collect and process your information in accordance with our privacy policy (either for ourselves or on behalf of our lending partners) to provide you our Services and enable you to set up your Account, complete KYC processes or to provide such information to third parties as may be necessary to avail the Services.

The Services may contain links to Third Party Services. If you decide to use any Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with the Third Party Services (including obtaining and maintaining any required third party hardware and/or software that is required for the Third Party Services to work with the Services). ANY ACCESS OF OR CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF THIRD PARTY SERVICES IS ACCESSED OR DOWNLOADED AT YOUR OWN RISK. TEZIPAY WILL NOT BE RESPONSIBLE FOR ANY ACTIONS OR ANY FAILURES TO ACT OF ANY THIRD PARTY, AND EXPRESSLY DISCLAIMS ALL LIABILITY RELATED TO ANY THIRD PARTY SERVICES. TEZIPAY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PROVIDER OF A THIRD PARTY SERVICES OR THIRD PARTY SERVICES ADVERTISED OR OFFERED THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICES, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. TEZIPAY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF THIRD PARTY SERVICES.

TeziPay may perform maintenance on the Services which may result in service interruptions, delays, or errors. TeziPay will not be liable for any such interruptions, delays, errors, or bugs.

TeziPay may, at its discretion, release enhancements, improvements or other updates to any software. If TeziPay notifies you that such update requires an installation, you shall integrate and install such update into your systems within receipt of such notice. Failure to install any updates in a timely fashion may impair the functionality of the software, Platform or Services. TeziPay shall have no liability for your failure to properly install the most current version of any software or any update.

Certain software can automatically install, download, and/or deploy updated and/or new components, which may include a new version of the software itself. You shall not, in any event or in any manner, impede the update process. You agree to assume full responsibility and indemnify TeziPay for all damages and losses, of any nature, for all adverse results or third party claims arising from your impeding the update process.

You will be charged and agree to pay the applicable fee to use the Services chosen by you, as specified by TeziPay on the Platform, and all applicable taxes, duties or other governmental assessments based on your use of the Services. Such fees will be communicated to you when you are availing the Services. We reserve the right to charge such fees as we may determine, in our sole discretion from time to time, to provide you with the Services chosen by you and issue an invoice accordingly. All payments for our fees shall be paid by you upfront via credit card, debit card or any other payment method specified by us.

These Master Terms commence on the date on which you first use the Services and continue as long as you avail our Services unless terminated in accordance with these Master Terms ("Term”).

That Tezipay with prior written notice of 15 days may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to any Services.

Notwithstanding the provisions of this Agreement, TEZIPAY PAYMENT may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to any Services without notice, if in TeziPay’s sole determination :-

(i) commits any misconduct affecting the business of TEZIPAY PAYMENT or the Group;

(iii) is negligent or incompetent in the performance of the obligations of this Agreement;

(iv) is involved in any fraudulent or dishonest activity or any other illegal activity;

(vii) commits any breach of TEZIPAY PAYMENT’s policies and procedures or refuses or neglects to comply with any reasonable directions of TEZIPAY PAYMENT; or

(viii) commits any offence under applicable anti-money laundering, bribery or corruption laws

TeziPay may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to any Services without any notice and liability for any reason, including if in TeziPay’s sole determination you violate any provision of these Master Terms or any applicable Additional Terms and Conditions.

Upon termination of these Master Terms for any reason, you must immediately stop using the Services and your license to use the Services and the Platform provided under these Master Terms shall end. Upon termination of these Master Terms, TeziPay will on a best efforts basis provide you with the Account Data that TeziPay has stored on its servers as of the termination date. Subject to the foregoing sentence and applicable law and card association rule requirements, TeziPay will delete Account Data stored on TeziPay’s servers upon termination of these Master Terms, and TeziPay will not be liable to you or any third party for termination of access to the Services or deletion of your Account Data.

Upon termination of these Master Terms:

The Account will expire;

The Services will “time out”; and

These Master Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

You agree that we may in accordance with the Privacy Policy collect and use your information and technical data and related information.

We may use information and data pertaining to your use of the Services for analytics, identification of trends, and purposes of statistics to further enhance the effectiveness and efficiency of the Platform.

Subject to applicable laws, we may be directed by law enforcement agencies or the government and related bodies to disclose your information and data in connection with criminal proceedings. You understand and agree that in such instances, we shall have the right to share such data with relevant agencies or bodies.

You shall safeguard all confidential information TeziPay supplies or otherwise makes accessible to you using the highest degree of care. You shall only use TeziPay's confidential information for the purposes of these Master Terms and shall not disclose TeziPay's confidential information to any person, except as TeziPay may agree in advance and in writing. At TeziPay's request, you shall return to TeziPay or destroy all of TeziPay's confidential information in your possession or control.

You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information used by you to use or access the Services are kept safe and confidential. You must prevent unauthorized access to and use of any of your Account Data. You are responsible for electronic communications sent to TeziPay or to any third party containing Account Data and for all uses of the Services in association with your Account Data, whether or not authorized by you. TeziPay has the right to rely on user names, password and other signor credentials, access controls for the Services or any software provided or approved by TeziPay to authenticate access to, and use of, the Services and any software. You must immediately notify TeziPay if you become aware of any loss, theft or unauthorized use of any Account Data (see TeziPay Services support center contact information below). TeziPay reserves the right to deny you access to the Services, in whole or in part, if TeziPay believes that any loss, theft or unauthorized use of any Account Data or access information has occurred.

You may submit comments or ideas about the Services, including about how to improve the Services. By submitting any idea, you agree that (a) TeziPay expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any idea; (b) your submission will be non-confidential; and (c) TeziPay is free to use and disclose the idea on an unrestricted basis without notifying or compensating you. You release TeziPay from all liability and obligations that may arise from TeziPay's receipt, review, use or disclosure of any portion of any idea.

All right, title and interest in and to all confidential information and intellectual property related to the Services(including Marks, all software, the content of any materials, web screens, layouts, processing techniques, procedures, algorithms, and methods and any updates, changes, alterations, or modifications to or derivative works from such intellectual property), owned, developed or licensed by TeziPay at any time or employed by TeziPay in connection with the Services, shall be and remain, as between TeziPay and you, TeziPay's or its affiliates', TeziPay's vendors' or licensors' (as applicable) sole and exclusive property and all right, title and interest associated with the Services not expressly granted by TeziPay in these Master Terms are deemed withheld. You may not use Marks in any manner, including in any advertisements, displays, or press releases, without TeziPay's prior written consent.

You shall not, and shall not permit any third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to reconstruct or discover by any means any source code, underlying ideas or algorithms of the Services or the Platform, (or any part of the Services or the Platform), except to the extent that such restriction is expressly prohibited by law; (b) modify, translate, or alter in any manner, the Services, the Platform (or any part of the Services or the Platform) or the Marks; (c) create derivative works of or based on the Services, the Platform (or any part of the Services or the Platform), or the Marks; (d) except for backup and archival purposes, directly or indirectly copy the Services, the Platform (or any part of the Services or the Platform); (e) republish, upload, post, transmit, disclose, or distribute (in any format) the Services, the Platform (or any part of the Services or the Platform) except as permitted in these Master Terms; or (f) remove, relocate, or otherwise alter any proprietary rights notices from the Services, the Platform (or any part of the Services or the Platform) or the Marks.

If TeziPay provides you with copies of or access to any software or documentation, unless otherwise expressly stated in writing, that software and documentation is provided on a personal, non-exclusive, non-transferable, non-assignable, revocable limited license for the period of your subscription to the Services and solely for you to access and use the software and documentation to receive the Services for its intended purpose on Devices owned or licensed by you.

You shall not take any action inconsistent with the stated title and ownership in this Section 14. You will not file any action, in any forum that challenges the ownership of any part of the Services the Platform, any related software, materials or documentation. Failure to comply with this provision will constitute a material breach of these Master Terms.

The use of the Services is at your sole risk.

We will not be responsible for any claim or for any damages suffered that are related, directly or indirectly, to or arise out of the use of the Services.

To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. We do not warrant that operation of the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements.

We make no representation or warranty about the validity, accuracy, correctness, or reliability of any information provided on or through the Platform. We hereby disclaim all implied representations, warranties, or guarantees as to the accuracy, validity, reliability or completeness of any such information and material on the Platform.

To the fullest extent permissible under applicable law, we expressly disclaim all warranties of any kind, express or implied, arising out of the Services, including warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title and non-infringement, compatibility, applicability, usability, appropriateness, and any warranty that may arise out of course of performance, course of dealing, or usage of trade.

No advice or information, whether oral or written, obtained by you from us shall create any warranty that is not expressly stated in the Master Terms.

You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that we shall have absolutely no liability in this regard.

To the fullest extent permissible by law, we, our affiliates, and related parties each disclaim all liability towards you for any loss or damage arising out of or due to:

your use of, inability to use, or availability or unavailability of the Services;

the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorised access to our records, programmes, services, server, or other infrastructure relating to the Services; or

the failure of the Services to remain operational for any period of time.

You shall comply fully with the requirements of all applicable laws and regulations related to your use of the Services. You shall not use the Services for illegal purposes.

You are solely responsible for obtaining all required permits, consents and licenses and monitoring legal developments applicable to the Services and the operation of your business, interpreting applicable laws and regulations, determining the requirements for compliance with all applicable laws and regulations, and maintaining an on-going compliance program.

You are solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to TeziPay or its service providers in connection with the Services. TeziPay and its service providers disclaim any and all liability arising out of any inaccuracies with respect to any information or data you provide.

Notwithstanding anything to the contrary contained herein, neither TeziPay nor any of TeziPay’s affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Master Terms or the Services. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless TeziPay, its affiliated and subsidiary companies, their parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services. In no event shall TeziPay’s maximum aggregate liability, to you or any other party, arising out of or in connection with these Master Terms and/or the Services exceed the fees received by TeziPay from you in the one month immediately preceding a claim.

You shall indemnify, defend at TeziPay’s option, and hold TeziPay, its parent company, subsidiaries, affiliates, and their officers, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages, and costs (including, without limitation, all damages, liabilities, settlements, and attorneys’ fees) due to or arising out of your access to the Services, use of the Services, violation of these Master Terms or any violation or infringement of these Master Terms by any third party who may use your Account to access the Services.

You represent and warrant that you are validly existing, in good standing and have the right, power, and authority to enter into and perform under these Master Terms;

You represent and warrant that you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the use of the Service and you are not engaged in and will not accept payment for any illegal activity, engage in corrupt practices and will comply with all the applicable anti-bribery laws in the Territory.

You represent and warrant that all information that is provided through or in relation to the Services is complete, true, and correct on the date of agreeing to these Master Terms and shall continue to be complete, true, and correct while you avail the Services. Should any information that you provide change during the existence of these Master Terms, you undertake to immediately bring such change to our notice. We do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if you fail to disclose any material fact.

You shall be solely responsible for ensuring compliance with applicable laws and shall be solely liable for any liability that may arise due to a breach of your obligations in this regard.

You shall extend all cooperation to us in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Master Terms.

You shall not use the Services in any manner except as expressly permitted in these Master Terms. Without limiting the generality of the preceding sentence, you shall not:

use the Services to transmit any data or send or upload any material that contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;

use any robot, spider, other automated device, or manual process to monitor or copy the Platform or any portion thereof;

engage in the systematic retrieval of content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory;

violate applicable laws in any manner; or

indulge in disassembling, decompiling or unlocking, reverse engineering, or in any manner decoding the Platform or our software for any reason whatsoever, including copying any features, functions or user interfaces/graphics of the Services or the Platform.

You warrant that you shall not engage in any activity that interferes with or disrupts access to the Platform.

You shall not attempt to gain unauthorised access to any portion or feature of the Platform, any other systems or networks connected to the Platform, to any of our servers, or through the Platform, by hacking, password mining, or any other illegitimate means.

You consent to receiving commercial electronic messages, including e-mail messages, WhatsApp messages, SMS and text messages, and telephone calls, from TeziPay, its affiliates and its third party sales contractors and/or agents.

These Master Terms are a complete statement of the agreement between you and TeziPay and describe the entire liability of TeziPay and its vendors and suppliers (including processors) and your exclusive remedy with respect to your use and access to the Services and shall supersede all previous agreements (whether written or oral) between you and TeziPay relating to the Services.

All matters relating to the Platform or these Master Terms, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of India.

Disputes, if any, shall be attempted to be resolved amicably for thirty (30) days. Unresolved disputes shall be referred to an independent, sole arbitrator in New Delhi appointed by TeziPay in accordance with the procedure established by the Arbitration and Conciliation Act, 1996. Subject to the foregoing, you hereby consent to the exclusive jurisdiction of the Courts in New Delhi.

Changes to Master Terms: The Master Terms are subject to revisions at any time, as determined by us, and all changes are effective immediately upon being posted on the Platform. It is your responsibility to review these Master Terms periodically for any updates or changes. You will be deemed to have accepted the changes made to these Master Terms if you continue to use the Platform or avail any Service once it has been posted.

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

Assignment: You shall not license, sell, transfer, or assign your rights, obligations, or covenants under these Master Terms in any manner without our prior written consent. We may grant or withhold this consent at our sole discretion and subject to any conditions we deem appropriate. We may assign our rights to any of our affiliates, subsidiaries, or parent companies, any successor in interest of any business associated with the Services, or any third party without any prior notice to you.

Notices: All notices, requests, demands, and determinations for us under these Master Terms (other than routine operational communications) shall be sent to support@tezipay.com.

Query: All queries under these Master Terms pertaining to the Services shall be sent to support@tezipay.com.

Third Party Rights: No third party shall have any rights to enforce any terms contained herein.

Force Majeure: We shall have no liability to you if we are prevented from or delayed in performing our obligations or from carrying on our business by acts, events, omissions, or accidents beyond our reasonable control, including, without limitation, strikes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, or compliance with any law or governmental order, rule, regulation, or direction.

You agree to receive communications from us regarding (i) information about us and the Services, (ii) newsletters, marketing or promotional materials from us and our third party partners, and (iii) any other matter in relation to the Services. However, you may opt out of receiving any, or all, of these communications from us by following the unsubscribe link contained in such communications or by emailing us.

Translations: We may provide you with translated versions of these Master Terms solely to assist you with understanding Master Terms in greater detail. The English version of the Master Terms shall be controlling in all respects. In the event of any inconsistency between the English version of the Master Terms and any translated version, the terms of the English version shall prevail.

Acknowledgement: By using the Services, you acknowledge that you have read these Master Terms and agree to be bound by them.