Section 01
Agreement to Terms
These Terms & Conditions ("Terms") govern your access to and use of the products, services, APIs, dashboards, and related software provided by Company Name ("Company Name", "we", "us", or "our"), a company incorporated and operating in accordance with applicable laws.
By clicking "I Agree", signing an Order Form, or otherwise accessing the Services, the entity you represent ("Client" or "you") agrees to these Terms and any applicable Order Forms, Service Level Agreements, and Data Processing Agreements, all of which are incorporated herein by reference (collectively, the "Agreement").
If you do not agree to these Terms, you must not access or use the Services.
Section 02
Definitions
The following capitalised terms have the meanings set out below:
- "API" means any application programming interface made available by Company Name.
- "Client Data" means all data submitted by Client or its Users to the Services.
- "Documentation" means the technical and user documentation made available at docs.companyname.com.
- "Order Form" means a written or electronic order mutually executed by Company Name and Client.
- "Platform" means Company Name's proprietary B2B fintech software platform and all associated infrastructure.
- "Services" means the Platform, APIs, support, and any other services provided under this Agreement.
- "Subscription Term" means the period specified in an Order Form during which Client may access the Services.
- "User" means an individual authorised by Client to access the Services on Client's behalf.
Section 03
Our Services
Company Name provides a cloud-hosted B2B fintech platform that may include, but is not limited to: payment initiation and processing, treasury management tooling, financial data aggregation, regulatory reporting modules, compliance and AML screening, and developer APIs.
We reserve the right to modify, update, or discontinue any feature or component of the Services at any time, provided that we give Clients reasonable advance notice of any material changes that affect contracted functionality. We will use commercially reasonable efforts to provide advance notice of at least 30 days for material deprecations.
Access to specific features may be subject to additional eligibility criteria, regulatory approvals, or feature-specific terms set out in the relevant Order Form or Documentation.
Section 04
Eligibility & Accounts
Our Services are available exclusively to legal entities (corporations, limited liability companies, partnerships, and similar) that are duly incorporated and in good standing. Access by individuals acting in a personal capacity is not permitted.
To access the Services, you must:
- Complete our onboarding process, including KYB/KYC verification as required by applicable law;
- Execute an Order Form or be provisioned access by an authorised account administrator;
- Maintain accurate and current account information at all times.
You are responsible for maintaining the confidentiality of your credentials and for all activities that occur under your account. You must promptly notify us of any unauthorised use at security@companyname.com.
Section 05
Acceptable Use
You agree to use the Services only for lawful business purposes and in compliance with all applicable laws, regulations, and financial rules. You must not:
- Use the Services to process transactions that are illegal, fraudulent, or in violation of payment scheme rules;
- Engage in activities that facilitate money laundering, terrorist financing, or sanctions evasion;
- Reverse engineer, decompile, or attempt to extract the source code of the Platform;
- Resell, sublicense, or provide access to the Services to any third party without our prior written consent;
- Introduce viruses, malware, or other harmful code into the Platform;
- Conduct load or performance testing without our prior written authorisation;
- Use automated means to scrape, harvest, or extract data from the Platform beyond what is permitted by the API.
Section 06
Fees & Payment
Fees are set out in the applicable Order Form and may include subscription fees, transaction-based fees, and overage charges. All amounts are exclusive of applicable taxes (including GST, VAT, and withholding taxes), which are the Client's responsibility.
Unless otherwise specified in the Order Form:
- Subscription fees are invoiced in advance on a monthly or annual basis;
- Transaction fees are invoiced in arrears at the end of each calendar month;
- Payment is due within 30 days of the invoice date;
- Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law;
- We reserve the right to suspend Services for accounts that are more than 45 days past due.
We may revise our fees on not less than 60 days' written notice. Your continued use of the Services after the fee change takes effect constitutes acceptance of the new fees.
Section 07
Intellectual Property
As between the parties, Company Name retains all right, title, and interest in and to the Services, Platform, APIs, Documentation, and all underlying technology, software, algorithms, and trade secrets ("Company Name IP"). Nothing in this Agreement transfers any ownership of Company Name IP to Client.
Subject to payment of applicable fees and compliance with these Terms, Company Name grants Client a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services solely for Client's internal business operations during the Subscription Term.
Client retains all right, title, and interest in and to Client Data. Client grants Company Name a limited licence to process Client Data solely to the extent necessary to provide the Services and as described in the Data Processing Agreement.
Any feedback, suggestions, or improvement requests you provide may be used by Company Name without obligation to you.
Section 08
Confidentiality
"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is marked confidential or that a reasonable person would understand to be confidential given the circumstances of disclosure.
Each party agrees to: (i) hold the other party's Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information (and no less than reasonable care); (ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent; and (iii) use Confidential Information solely to perform obligations or exercise rights under this Agreement.
These obligations do not apply to information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the Receiving Party without restriction; (c) is independently developed without reference to Confidential Information; or (d) is required to be disclosed by law or regulatory authority, provided the Receiving Party gives prompt notice where legally permitted.
Confidentiality obligations survive termination of this Agreement for a period of five (5) years.
Section 09
Data & Privacy
The processing of personal data in connection with the Services is governed by our Privacy Policy and, where applicable, a separately executed Data Processing Agreement (DPA), which is incorporated into this Agreement by reference.
Client warrants that it has obtained all necessary consents, authorisations, and legal bases to provide Client Data to Company Name and to permit Company Name to process such data in accordance with the Agreement.
Section 10
Warranties & Disclaimers
Company Name warrants that: (i) it has the right to enter into this Agreement; (ii) the Services will perform materially in accordance with the Documentation; and (iii) it will maintain appropriate security measures as described in the Agreement.
EXCEPT AS EXPRESSLY STATED ABOVE, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY NAME DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
We do not warrant that the Services will be uninterrupted, error-free, or free from harmful components, or that any specific financial outcome will result from use of the Services.
Section 11
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Company Name's total aggregate liability arising out of or related to this Agreement shall not exceed the greater of: (a) the total fees paid by Client to Company Name in the twelve (12) months immediately preceding the claim; or (b) INR 5,00,000 (five lakh rupees).
The limitations in this section shall not apply to: (i) either party's indemnification obligations; (ii) breaches of confidentiality; (iii) death or personal injury caused by negligence; or (iv) any liability that cannot be limited by applicable law.
Section 12
Indemnification
Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable legal fees) arising from:
- Client's indemnity: (i) Client Data or Client's use of the Services in violation of this Agreement or applicable law; (ii) Client's breach of any representation or warranty; or (iii) Client's wilful misconduct or gross negligence.
- Company Name's indemnity: any claim that the Services infringe a third party's intellectual property rights, provided Client promptly notifies us, grants us control of the defence, and cooperates reasonably.
Section 13
Term & Termination
This Agreement commences on the date the Order Form is executed and continues for the Subscription Term specified therein. Unless either party provides written notice of non-renewal at least 60 days before the end of the then-current Subscription Term, it will automatically renew for successive periods of equal duration.
Either party may terminate this Agreement:
- For convenience, on 60 days' written notice (unless the Order Form specifies otherwise);
- Immediately upon written notice if the other party materially breaches the Agreement and fails to cure such breach within 30 days of written notice;
- Immediately, without notice, if the other party becomes insolvent, enters administration, or undergoes any analogous insolvency proceeding.
Upon termination: (i) all licences granted hereunder will cease; (ii) Client may export Client Data within 30 days of termination; and (iii) each party will return or destroy the other's Confidential Information. Provisions that by their nature should survive termination (including Sections 7, 8, 10, 11, 12, and 14) will do so.
Section 14
Governing Law
This Agreement is governed by the laws of India, without regard to its conflict of law provisions. The parties submit to the exclusive jurisdiction of the courts of [City], India for the resolution of all disputes arising out of or in connection with this Agreement.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any competent jurisdiction to prevent actual or threatened infringement of its intellectual property rights or breach of confidentiality obligations.
Before initiating formal proceedings, the parties agree to attempt to resolve any dispute through good-faith executive-level negotiations for a period of 30 days from written notice of the dispute.
Section 15
General Provisions
- Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
- Amendments. No amendment to this Agreement is valid unless in writing and signed by authorised representatives of both parties, except as provided in Section 6 (fees) and Section 3 (Service changes).
- Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.
- Severability. If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
- Assignment. Neither party may assign this Agreement without the other's prior written consent, except that Company Name may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
- Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond its reasonable control, provided it gives prompt notice and uses reasonable efforts to mitigate the impact.
- Notices. Notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form, or by email to the registered contact email with confirmation of receipt.