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XFLOW USER AGREEMENT


This User Agreement is between Xflow (as defined below) and the person \/entity accessing and \/or using any of the Services (as defined below) in whole or in part (such entity being referred to as "You" and "Your"). Xflow and You shall collectively be the “Parties” or each the “Party”.

Before using our Services, please read this User Agreement, the Xflow Privacy Policy, the API Documentation, and the other applicable rules, policies, and terms posted on the https://www.xflowpay.com (the “Website”) (collectively, the “Xflow Account Terms”). If You hold a Platform Account, Direct User Account or Connected User Account with Xflow, the Xflow Account Terms are applicable to You. You agree to be bound by the terms of the Xflow Account Terms. You also agree on behalf of any third parties who may access the Website or the Services via You, that they will be bound by the terms of the Xflow Account Terms, and You are responsible for informing such third parties of the terms of the Xflow Account Terms prior to their use. If You do not accept the terms of the Xflow Account Terms, then You may not use Xflow Services or access the Website.

We reserve the right to amend the Xflow Account Terms from time to time. Any such amendments will become effective immediately upon posting on our Website. We will make reasonable efforts (such as via email or pop-up message on the Services or through other means) to notify You of any material updates or changes to the Xflow Account Terms. It is Your responsibility to review the Xflow Account Terms periodically for any changes. If You do not agree to the amendments, You must discontinue using the Services. Your continued use of the Service after any amendments will be treated as Your acceptance of the amendments.

A. INTERPRETATIONS

  1. Where the context so admits or requires words denoting the singular include the plural and vice versa and words denoting any gender include all genders.

  2. A reference to any party shall include that party's personal representatives, successors and permitted assigns.

  3. A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time under that statute or statutory provision.

  4. Where there is a conflict between the schedules, annexures and the main body of the Xflow Account Terms, the main body of the Xflow Account Terms shall take precedence unless the relevant schedule or annexure expressly states to the contrary.

  5. A reference to writing or written includes e-mail.

  6. Any obligation on a Party not to do something includes an obligation to not to allow that thing to be done.

B. DEFINITIONS

Capitalized terms used in the Xflow Account Terms that are not defined inline shall have the following meaning:

  1. “Account” means the digital representation of Your relationship with Xflow, granting You access to the Services and encapsulating Your interactions and privileges within the Xflow ecosystem. Depending on the nature of Your relationship with Xflow, Your Account may be a Direct User Account, a Platform Account or a Connected User Account.

  2. “Account Information” means all information required by Xflow to open and maintain Your Account, including without limitation, know-Your-customer information, anti-money laundering information, Transaction information and such other information and documents that may be reasonably requested by Xflow to provide the Services.

  3. “Affiliate” means any entity, organization, or individual that is directly or indirectly controlled by, controls, or shares common control with another entity. Control may be exercised through ownership of more than 50% of the voting stock, through contractual arrangements, or other means, indicating a significant influence over the management, policies, or operations of the Affiliated entity.

  4. “API” means the set of protocols, endpoints, and tools developed and provided by Xflow to You that enable You to develop and customize Your own dashboard or digital interface through which You can access the Services. Xflow may add or update API functionalities from time to time.

  5. “API Documentation” means the API reference guide available at Xflow API.

  6. “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to the party or subject matter in question.

  7. “Balance” represents the money received from or on Your behalf and is displayed in Your Account for informational purposes.

  8. “Base Currency” means the primary currency of the country in which Xflow operates.

  9. “Beneficiary” means the ultimate recipient designated by You to receive funds in a Transaction.

  10. “Buyer” means the person who purchased the Product from the Merchant.

  11. “Business Day”: means any day other than Saturday, Sunday, national holidays, and banking holidays in countries impacted by the Transaction.

  12. “Confidential Information” means the Xflow Account Terms and any technical information (such as trade secrets, know-how, processes, formulas, technology, security information or protocols), customer information (such as personal information, financial information, transaction details of customers or their counterparties) proprietary information (such as software, copyrights, patents, trademarks or other intellectual property) or business information (such as information related to business operations, strategies, plans, financials, pricing, marketing), or any other non-public information of a Party provided in relation to the Xflow Account Terms which: (i) might reasonably be presumed to be proprietary or confidential in nature; (ii) is disclosed in writing that is marked “confidential” or “proprietary” at the time of such disclosure; or (iii) is disclosed orally and identified as “confidential” or “proprietary” at the time of such disclosure, and is summarized in a writing sent by the disclosing Party to the receiving Party within fourteen (14) days after any such oral disclosure.

  13. “Dashboard Services” means the Account-based services provided to You via the digital interface available at https://www.dashboard.xflowpay.com, which is accessible to You via the internet, such as enabling submission of information for creation of Your Account, carrying out Account activities such as creation of “Partner”, “Receivable”, “Payable”, viewing “Balance”, “Reconciling” payouts, and tracking the status of Transactions.

  14. “Fees Schedule(s)” mean the schedule of fees listed separately executed between You and Xflow and in the absence thereof, the fees listed in the Website, as applicable to the relevant Service.

  15. “Force Majeure Event” means strike, fire, flood, other natural disasters, Governmental Requirements, pandemic, epidemic, acts of terror, denial-of-service attacks, disruption of telecommunication systems, disruption of power or other essential services, failure of suppliers, market disturbance, or act of God, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party.

  16. “Governmental Requirement” means any applicable law or regulation; any requirement, decree, or directive of a Regulator, or similar authority; or an Xflow Account Terms entered into by any Regulator or between two or more Regulators (such law, regulation, or authority may be domestic or foreign).

  17. “Grievance Redressal Policy” means the Xflow Customer Grievance Redressal Policy, which may be updated from time to time.

  18. “Merchant” means the person who sold the Product to the Buyer.

  19. “Product” means the goods and/services purchased by the Buyer from the Merchant.

  20. “Privacy Policy” means the Xflow Privacy Policy, which may be updated from time to time.

  21. “Prohibited Business List” means the Xflow Prohibited list available, which may be updated from time to time.

  22. “Regulator” means any government department, agency or similar authority, responsible for overseeing and enforcing laws, regulations or rules related to the Services, having jurisdiction over Xflow, the Services or any Transaction.

  23. “Sanctions” means economic or financial sanctions or trade embargoes imposed, administered, or enforced on persons and/or countries from time to time, including but not limited to sanctions covered under: (i) the Consolidated List of Financial Sanctions Targets and/or the Investment Ban List maintained by Her Majesty’s Treasury or any similar list maintained by the UK government, as amended, supplemented or substituted from time to time; (ii) the consolidated list of persons, groups and entities subject to sanctions imposed by the European Union, United States, United Kingdom, Australian Union, or any other nation, as amended, supplemented or substituted from time to time; (iii) the sanctions list(s) of the Office of Foreign Assets Control (OFAC) (or any successor entity) as amended, supplemented or substituted from time to time; (iv) the Consolidated United Nations Security Council Sanctions List as amended, supplemented or substituted from time to time, or any other relevant sanctions authority.

  24. “Services” is a collective term for the services provided by Xflow to You, including the Website, the Dashboard Services, the Accounts and the APIs.

  25. “Transaction” means any financial operation carried out to facilitate a transfer of funds from a payer to payee via the Services.

  26. “Transaction Request” means a request placed by You to Xflow to undertake a Transaction.

  27. “Xflow” means

  • Xflow Payments India Private Limited, if You are:

    • accessing and/or using the Website, Dashboard Services or APIs;
    • a Buyer in India using the Services to pay Merchants outside India;
    • a person outside India providing payment aggregation services to Merchants outside India and using our Services to collect payments from Buyers in India; or
    • a third-party platform that has integrated with us for enabling Buyers in India to make payments to Merchants outside India.

  • Xflow Payments Inc., if You are:

    • a Merchant in India using the Services to receive payments from Buyers outside India; or
    • a third-party platform that has integrated with us for enabling Merchants in India to receive payments from Buyers outside India.
  1. “Xflow IP” means collectively or individually, the following worldwide intangible legal rights, including the Website, Dashboard Services, APIs, other Services, Xflow web-pages, applications, process and systems, reports, compilations and databases in any and all media and deliverables produced by Xflow to perform Your obligations under the Xflow Account Terms, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent applications, patent disclosures, patent rights, including any and all continuations, continuations-in-part, divisions, re-issues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress; (iv) rights relating to the protection of trade secrets and confidential information; (v) internet domain names, internet and world wide web (WWW) URLs or addresses; (vi) mask work rights, mask work registrations and applications thereof; and (vii) all other intellectual, information or proprietary rights anywhere in the world including rights to publish information and content in any media.

C. SCOPE OF SERVICES

  1. The Xflow Account Terms provide a general description and terms and conditions governing the Services that Xflow may provide to You. We may provide You with a more detailed description of the Services through published software libraries, APIs Documentation, and additional resources we make available to You on our Website.

  2. In the event that the provision of any particular Service under the Xflow Account Terms necessitates terms and conditions that differ from or supplement those outlined herein, You agree to enter into a separate addendum ("Service Addendum") governing the terms and conditions specific to that Service. The Service Addendum shall be incorporated into and governed by the terms of the Xflow Account Terms, provided that in the event of any conflict between the terms of the Xflow Account Terms and those of the Service Addendum, the terms of the Service Addendum shall prevail solely with respect to the services covered therein.

  3. In providing the Services, Xflow avails / may avail services provided by various third-party service providers, including but not limited to banks, payment service providers, and other technology service providers. You hereby agree that the Services may be subject to terms and conditions prescribed by such third parties and agree to be bound by such terms and conditions, where applicable.

  4. You acknowledge that the Services do not involve any services or assistance in respect of: (i) delivery of any goods and/or services, (ii) any regulatory or compliance reporting, filings, and/or submissions.

  5. Xflow is not responsible for any risks associated with the sale, quality, merchantability, delivery, non-delivery, delay in delivery of the Products, in any manner whatsoever. The Merchant is solely responsible for the same.

D. ELIGIBILITY

You will be eligible to access and/or use the Services, only if You:

  1. are 18 years old or above;

  2. are not Insolvent;

  3. are competent to enter into a contract under Applicable Laws;

  4. provide the Information requested by Xflow to provide the Services;

  5. satisfy Xflow’s due diligence checks and processes in accordance with Section E below.

Xflow has the right to deny access to the Services if You do not satisfy any of the above criteria.

E. DUE DILIGENCE

  1. Xflow reserves the right to ask for Account Information to carry out certain due diligence checks on You (and if You are a partnership, association of individuals or a corporate body, the individuals associated with You, such as business representatives, directors, and beneficial owners) during onboarding and/or at any time during the course of providing Services. Xflow may also ask for Account Information regarding Your bank account and the transactions submitted by You.

  2. Purpose of Collecting the Account Information: Xflow conducts due diligence checks using the Account Information with the following purposes:

    a. to provide the Services;

    b. to verify the identity and authority of You and Your business representatives;

    c. to mitigate against the risk of money laundering, terrorism financing, information security management and other risks associated with cross-border financial transactions;

    d. for analytics and improvement of the quality of the Services;

    e. to ensure that You or the individuals associated with You are not subject to any economic sanctions, or politically exposed or subject to any other adverse media reporting;

    f. to ensure that You do not carry on any business that is considered as prohibited or restricted under Xflow’s Prohibited Business List or under Applicable Law;

    g. to verify the bona fides of Your transaction(s);

    h. to detect atypical, unusual or suspicious transactions;

    i. for fraud and other crime detection, prevention, investigation and prosecution;

    j. to fulfil applicable domestic and foreign legal, regulatory and compliance requirements including Know Your Customer (KYC) and anti-money laundering (AML) obligations applicable to Xflow and/or its Affiliates.

  3. You acknowledge and agree that:

    a. You will cooperate with our due diligence checks and processes and provide accurate and up-to-date Account Information as requested by Xflow;

    b. You undertake to keep Xflow informed about any change in Account Information including but not limited to change in Your business activities, change in control, changes to Your beneficial owners, business representatives and/or other key individuals associated with You, without any delay;

    c. by submitting any Account Information to Xflow, You are granting Xflow the right to use such Information for the purpose of providing access to the Services.

    d. You are responsible for the accuracy of any Account Information provided to Xflow and shall not withhold any information that would make such Account Information inaccurate or incomplete;

  4. You authorise Xflow, at its sole discretion, may disclose any personal data, sensitive personal data, other data gathered in the course of our due diligence processes, data regarding Account activities and/or Transaction-related information to:

    i. our sub-contractors, banking institutions and/or payment service providers on a need-to-know basis in order to provide the Services and/or comply with its legal obligations under Applicable Law or any Government Requirement;

    ii. any Regulator, auditor, or governmental repository, where such disclosure is made to satisfy routine governmental, audit or examination requirements or as part of informational submissions required to be made in the ordinary course of business.

  5. The Privacy Policies applies to all personal data, sensitive personal data or such other Information, You disclose to Xflow.

  6. You will indemnify and hold Xflow harmless from any losses or liabilities arising from Your failure to comply with these obligations.

  1. Xflow reserves the right to:

    a. postpone the opening of the Account or to temporarily or permanently block the Account if there is any delay or failure on Your part to provide the Account Information;

    b. request any additional document or information if reasonably necessary to meet any of the purposes set out in sub-clause (2) even after Account opening;

    c. not process any Transaction which it finds to be suspicious, illegal, fraudulent, or violative of the Xflow Account Terms;

    d. Update or modify the due diligence processes as necessary to comply with changes in regulatory requirements or industry best practices. You will be notified of any material changes to these processes in accordance with the Xflow Account Terms;

    e. engage third party service providers towards carrying out the due diligence checks and processes;

  1. Xflow is under no obligation to check the authenticity or accuracy of any Account Information provided by You and shall not be liable for any losses incurred or suffered by You or any other person for relying on such Account Information.

  2. Your failure to provide accurate or up-to-date information or to cooperate with the due diligence processes may result in the suspension or termination of Your Account with Xflow.

F. TRANSACTION REQUEST

  1. You may place Transaction Requests via the Services. Xflow may reject authorization of a Transaction, without any liability, for any reason whatsoever, including but not limited to, risk management or if the Transaction is a Fraudulent Transaction.

  2. The execution of a Transaction may be delayed or not completed in the following instances:

    a. circumstances beyond Xflow’s control which prohibits or limits Xflow in executing the Transaction;

    b. any legal obligation under Applicable Law or any Governmental Requirement make the execution of the Transaction a potentially illegal or non-compliant action; or

    c. the Transaction is flagged for Sanctions, fraud, money laundering, terrorist financing, or being otherwise suspicious in nature.

  1. Xflow shall endeavor to inform You as soon as possible in the event of non-execution of the Transaction and in any event no later than the next Business Day, together with the reason for the Transaction failure unless Xflow is prevented (in our sole but reasonable discretion) from disclosing the same to You.

  2. In the event of a Transaction failure, and to the extent legally permissible, Xflow shall attempt to complete the Transaction if the impediment preventing execution can be removed, or where applicable, when the errors, inaccuracies or omissions are corrected.

  3. Xflow shall assume that the Transactions have been duly authorized by you. In this regard, Xflow shall not be liable for any losses or damages caused to any person whatsoever as a result of any Transaction request being unauthorized, inaccurate or fraudulent.

  4. You shall not make Xflow party to any litigation / issues / disputes between You and the counterparties in relation to the underlying trade of goods/services between You and the counterparty.

G. FEES AND CHARGES

  1. Xflow will charge fees for the relevant Services in accordance with the applicable Fees Schedule(s).

  2. Xflow shall be entitled to offset the fees any other amounts (whether actual or contingent, liquidated or unliquidated) that become due or owed to Xflow (such as chargebacks), from the Balance.

  3. In the event the funds reflected in Balance are insufficient to pay the amounts owed to Xflow, its Affiliates or customers, You shall remain liable to Xflow for the remainder, and You shall forthwith pay or reimburse such remainder in full on demand. You agree to take such further steps as may be reasonably necessary to give effect to the foregoing, including without limitation, unwinding the underlying transaction and corresponding legal and regulatory procedures.

  4. All sums payable by You shall be paid in full without any deductions (including deductions in respect of items such as withholding, sales or other taxes, charges and/or duties). If You are required by applicable laws to make a deduction or withholding from any payment due under the Xflow Account Terms, You shall pay such additional amounts as are required to ensure that the net amount received and retained by Xflow equals the full amount that would have been received and retained by Xflow had no such deduction or withholding been made and/or no such liability to tax been incurred.

H. BALANCE

  1. You will be able to view the Balance via the Dashboard Services or APIs.

  2. The funds indicated in the Balance shall be segregated from Xflow’s own funds. Xflow shall designate and maintain a dedicated bank account with a reputed bank wherein the amounts indicated as Your Balance shall be collected and maintained.

  3. You shall not have any rights to these bank accounts, or the funds held therein, including drawal rights or the right to receive interest.

  4. Xflow shall implement access controls on the designated bank account to reasonably prevent unauthorized access or misappropriation of the funds which are credited into such account.

  5. Xflow shall cause the transfer of funds to the Beneficiary within the timelines specified by Xflow when You place the Transaction Request, provided that:

    a. the settlement to the Beneficiary will be carried out by Xflow’s banking partners through banking channels and will be subject to the compliance checks and verification processes of the relevant banking institutions involved in the transaction;

    b. the settlement timelines may be subject to other factors beyond the control of Xflow such as system outages, cyberattacks, or disruptions in communication networks, banking system changes, regulatory investigations, changes in financial regulations or compliance requirements;

    c. Xflow may cancel, reverse, demand refund, or cause any payment to be unavailable for remittance and make corresponding adjustments to any Transaction if (i) any error or omission needs to be corrected; (ii) the counterparty requests a reversal due to Your failure to discharge Your obligations; (iii) payments has not been received in full or in time; or (iv) Xflow has reasonable grounds to do so for any other legitimate reasons.

  6. Any funds that lie dormant with Xflow for a period of 365 days without any instructions from You in respect of such funds shall be considered as abandoned. Xflow reserves the right to convert all the abandoned funds remaining in the Account (less charges due to Xflow) into the Base Currency and initiate a one-off funds transfer to Your default bank account for that Base Currency as per Xflow records. You authorize Xflow to take such steps are necessary to effect the foregoing transfer. You shall indemnify us for any losses arising from such transfer to Your bank account. Our obligations in respect of such funds shall cease immediately.

  7. The information regarding payments pending settlement presented via the Dashboard and/or the APIs is provided for convenience only. Information regarding Balance merely reflects the amount of payments processed pending settlement and does not constitute a deposit or other obligation of Xflow or its partner bank/payment institutions. It is provided for informational purposes only. You agree and understand that You are not entitled to any interest or other compensation associated with such funds pending settlement and that You may not assign any interest in the accounts held with or through Xflow.

I. HOLD

  1. Xflow may put Your Account on hold, in whole or in part, in the following cases (“Hold”):

    a. Xflow detects any fraud, suspicious or unusual activity on Your Account;

    b. Any Account Information provided by You is found to be incorrect, incomplete, unauthorized or misleading;

    c. Xflow and/or its banking institution and/or payment service provider flags You or the business associated with You for Sanctions, fraud, money laundering, financing of terrorism, or other illegal or unlawful activities; d. Any Regulator directs Xflow and/or its banking institution and/or payment service provider to stop/pause/investigate Your Transaction(s);

    e. You fail to provide any Account Information requested by Xflow for any of the purposes mentioned in the Xflow Account Terms;

    f. Xflow receives any notice (whether in writing or otherwise) from its banking institution or any Regulator concerning You, the Account or any Transaction; or

    g. Xflow detects any other risk with regard to You or the Transaction;

  1. In the event of Hold being placed, until Xflow’s investigation into the underlying factors is completed,

    a. You must not attempt to open another Account with Xflow directly or indirectly;

    b. Xflow reserves the right to put any or all pending Transactions on hold;

    c. You will not be able to submit any new Transaction Requests; and.

    d. You will not be able to redeem or withdraw or carry out any activities on the funds available in the Balance.

  1. Xflow also reserves the right to apply a partial Hold on particular Transaction(s) according to its risk determination, in which event Your rights with respect to the applicable Transaction(s) will be suspended until the Hold is resolved.

  2. You will be able to see the Hold via the Dashboard Services. Xflow will endeavor to notify You regarding the reason for the Hold, information/documents or any other actions required from You to complete Xflow’s investigation into the Hold.

  3. Notwithstanding the foregoing, You acknowledge that Xflow may not be able to provide You with notice of the Hold:

    a. if Applicable Law, Governmental Requirement and/or contract with Xflow’s banking institution or payment service provider restricts such disclosure; and/or.

    b. Xflow determines that such disclosure may jeopardize Xflow’s investigation into the Hold.

  4. Upon completion of the investigation into the underlying factors, if Xflow determines, at its sole discretion, that:

    a. the anticipated risks are satisfactorily resolved, Xflow shall release the Hold and You will be able to resume Your Account activities or the applicable Transaction(s), as may be applicable;

    b. the anticipated risk(s) continue to subsist, Xflow shall be entitled to permanently deactivate the Account and terminate the Xflow Account Terms.

J. RESERVE

  1. In the event that Xflow anticipates incurring any loss as a result of chargebacks, fraudulent activities, penalties imposed by the banking institutions or payment service providers in connection with Your Transaction(s), Xflow has the right to withhold certain percentage of the Transaction amount (to be determined by Xflow in its sole discretion) as a Reserve to mitigate against such risk.

  2. Xflow shall notify You of the creation, reasons, and conditions for release of funds from the Reserve in a timely manner, unless such notification may compromise the purpose or effectiveness of the Reserve.

  3. Xflow shall not be liable to the client for any actions taken in connection with the establishment, management, or termination of the Reserve, provided that such actions are taken in good faith and in accordance with the terms of the Xflow Account Terms.

K. GRIEVANCES

If You have any grievances in relation to the Services, or any comments, please contact support@xflowpay.com

L. YOUR USE OF THE WEBSITE, DASHBOARD AND/OR APIs

  1. You shall be solely responsible, at Your own cost, for the provision of all equipment, software, systems, facilities which are necessary to enable You to access/use the Services.

  2. You agree that You will not publish or post any content on the Website or Dashboard which:

    a. belongs to another person to which You do not have any right;

    b. is defamatory, pornographic, obscene, paedophilic, invasive of the privacy of others, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating to or encouraging money laundering or gambling or otherwise inconsistent with applicable law;

    c. is harmful to children;

    d. infringes the intellectual and proprietary rights of someone else including their copyright, trademarks and patents; deceives or misleads the addressee regarding the origin of the message or information which is patently false or misleading but may reasonably be perceived as a fact;

    e. impersonates another person;

    f. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any offence or prevents investigation of any offence or is insulting other nation(s);

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

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

    i. violates any law for the time being in force.

  1. You shall ensure that any information relevant to access any part of the Services, including the Website or Dashboard (such as passwords) is kept secure and confidential at all times. Any unauthorised use or access of any part of the Services shall constitute a material breach of the Xflow Account Terms. You accept sole responsibility for all acts or omissions of any person that accesses any part of the Services and agrees to be bound by the terms of all Transactions executed and placed by such person.

  2. Xflow makes no guarantee as to the availability, quality, or service levels, and does not promise uninterrupted access to the Services. Xflow will not be liable for any losses or damages arising from service interruptions, system downtimes, or any other technical issues.

  3. Xflow may restrict use of, or access to, the Services from certain locations at its discretion.

  4. Xflow shall not be liable for any errors, delays, disputes, returns, refunds, chargebacks, reversals or other losses caused by or resulting from action or omissions of any third parties, including but not limited to any banking institution or payment institution.

  5. Xflow is not responsible for any delays, disruptions, or Service failures or any other loss or damage resulting from the transfer of data over telecommunications networks and facilities, including the internet, and You acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Xflow does not guarantee that the Services or its functionality or content is accurate, reliable, always available, or complete. Xflow may allow You to interact with or operate other platforms and Xflow has no responsibility or liability for such platforms.

  6. Xflow shall not be liable for any disruptions, losses, damages, or costs that You may suffer arising out of or relating to (a) hacking, tampering, or other security incidents resulting in unauthorized access to Your Account or data; or (b) bugs, viruses, or other harmful code that may be transmitted to or through the Services.

M. YOUR OBLIGATIONS AND RIGHTS

  1. You must access/use the Services in compliance with Applicable Law. This includes ensuring that the Transactions submitted to Xflow are compliant with Applicable Law, at all times.

  2. You will ensure that You do not use our Services, in whole or in part, in connection with any criminal activities or illegal purposes, including without limitation, money laundering, financing of terrorism, round-tripping, and dealing with sanctioned persons.

  3. You shall use all, or parts of the Services, only to transact for Your own legitimate business and commercial purposes and not on behalf of any other person or entity.

  4. You shall not use the Services, in whole or in part, for accepting or making any (i) personal remittances, (ii) payment that is not permitted under Applicable Law, (iii) any payment in connection with an activity which is restricted or prohibited under the Prohibited Business List.

  5. You will be fully liable for acts and omissions of any authorised users or persons acting or purporting to act on Your behalf.

  6. You shall not make Xflow party to any litigation or disputes in relation to the underlying trade or goods or services, including in relation to quality, quantity, delivery, purity of the goods or services.

  7. You shall not do any act or conduct any activity that could adversely affect the goodwill, reputation and / or interest of Xflow.

N. REPRESENTATIONS AND WARRANTIES

  1. Each party represents and warrants that:

    a. It is validly carrying on business under the Applicable Laws

    b. It has the full power and authority, including necessary internal and third party approvals and authorizations and has taken all actions necessary, to enter into the Xflow Account Terms and performs its obligations thereunder; and

    c. The execution, delivery and performance of the Xflow Account Terms by such Party shall not conflict with any legal or contractual obligations of such party.

  1. You represent, warrant and covenant that:

    a. all information provided in connection with the Services is legally owned by You or You are authorized to provide us such information and it is accurate in all respects;

    b. You will continue to be bound by the terms of the Xflow Account Terms, even in case of a change in authorized signatories, as long as You continue to access/use the Services;

    c. You do not engage in any restricted business or activity as set out in the Prohibited Business List.

O. INTELLECTUAL PROPERTY

  1. The Services contain copyrighted material, trademarks, and other intellectual, proprietary, and/or confidential information owned by Xflow and/or its licensors. You agree not to copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.

  2. Xflow grants You a limited, non-exclusive, non-transferable, non-perpetual, non-sublicensable, revocable license to use the Services as contemplated in, and in accordance with the terms of the Xflow Account Terms.

  3. Access to or use of the Services does not confer and should not be considered as conferring upon anyone any license to Xflow’s or any third party’s intellectual property rights other than the rights that are expressly granted. Any unauthorized use of the Services or its contents is prohibited.

  4. You shall not, nor permit or encourage any other person to directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services; (ii) modify or create derivative works based on the Services; or (iii) use the Services or associated software, documentation or data in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with the Services.

  5. You agree that the Xflow IP is and shall remain the exclusive property of Xflow and are protected by copyright law or other intellectual property laws. You agree that no copyright or other intellectual property rights, title or interest, whether express or implied, in any of Xflow IP shall be acquired by You, except to the extent expressly contemplated in the Xflow Account Terms.

  6. Save as permitted under the Xflow Account Terms, You shall not use, distribute, disclose, sell Xflow IP to, or permit use of Xflow IP by, any third party whether in whole or in part without the express prior written consent of Xflow. You shall not, directly or indirectly disassemble, reverse engineer or otherwise attempt to derive or discern the source code or internal workings of the Xflow IP. You may not: (i) reproduce any part(s) of Xflow IP in any form; (ii) create any derivative work based thereon; or (iii) incorporate the site into other websites, electronic retrieval systems, publications or otherwise. Any permission granted by us to You to access the Website or use the Services is subject to the restrictions set out herein.

  7. You shall not use any logos, name, trademarks, service marks or any intellectual property of Xflow without prior written permission from Xflow.

P. CONFIDENTIALITY

  1. Each Party shall, and shall procure its personnel to, keep confidential all Confidential Information of, or concerning the other Parties received by it.

  2. Each Party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other Party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of the Xflow Account Terms.

  3. Each Party may disclose the Confidential Information of the other Party to its employees, officers, agents or independent contractors who have a bona fide need to know such Confidential Information, to fulfill its obligations and exploit its rights under the Xflow Account Terms and who are under legally binding obligations of confidentiality no less restrictive than those set forth in this section.

  4. Confidentiality obligations will not cover information that the receiving Party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving Party; (ii) was known by the receiving Party prior to receiving such information from the disclosing Party and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving party from a third Party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; (iv) is independently developed by the receiving Party without access to any Confidential Information of the disclosing Party or (v) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any Applicable Law or provided that to the extent permitted by Applicable Law, the receiving Party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure.

  5. Notwithstanding anything contained herein, You authorize Xflow, directly or through third parties, to make any inquiries Xflow considers necessary for the performance of Xflow ’s obligations under the Xflow Account Terms including validate Your identity. This may include making periodic searches of, and providing information about You for research, customer feedback to fraud prevention agencies, Partner Institutions, group companies of Xflow and agents for any purpose in connection with the Xflow Services.

  6. For the avoidance of doubt, the Dashboard, APIs and associated software, documentation, and data, including all user-visible aspects of the Services, are the Confidential Information of Xflow.

Q. PERSONAL DATA

  1. Where You share the Personal Data of any person with Xflow, You are responsible for all compliances under Applicable Law in respect of collection and disclosure of such Personal Data including obtaining requisite consents from such person for

    a. the collection and usage of such Personal Data by Xflow; and

    b. The sharing and disclosure of such Personal Data by Xflow:

    • to its service providers in order to provide the Services and perform their respective obligations under Applicable Law, including but not limited to anti-money laundering laws or as may otherwise be required by law or court order;

    • any Regulators, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such Regulators in the ordinary course of business.

R. INDEMNITY

  1. Either Party (“Indemnifying Party”) agrees to indemnify, defend and hold harmless the other Party and its affiliates, including their respective directors, agents, consultants, and employees (each an “Indemnified Party”), from and against any and all loss, claim, demand, suit, action, proceeding damage, interest, fine, penalty, fee, charge, cost and/or expense (including any reasonably incurred legal and other professional fees, costs and/or expenses) (“Losses”) whatsoever and howsoever arising which the Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to Indemnifying Party’s, its affiliates’, or their respective employees', agent’s, representative’s:

    a. breach of the Xflow Account Terms;

    b. Fraud, material misrepresentation, willful misconduct, or gross negligence; and/or

    c. Infringement of Intellectual Property Rights of any third party.

  2. You agree to indemnify, defend and hold harmless Xflow/its Indemnified Parties from and against any and all Losses arising out of or in connection with:

    a. access and/or use of the Services using Your Account in a manner that is inconsistent with the Xflow Account Terms, whether or not such access and/or use was authorized or whether it was due to any act or omission on Your part;

    b. any dispute or chargeback initiated in connection with Your Transaction resulting in debit to the bank account of Xflow or its Indemnified Parties; and/or

    c. any penalties imposed on Xflow or its Indemnified Parties by banks, payment institutions or Regulators as a result of, or in connection with, Your Transaction.

  3. Xflow will indemnify, defend and hold harmless You /Your Indemnified Parties from and against any and all Losses arising from failure to effect any agree-upon payment to the designated Beneficiary within stipulated timeframe, where such failure is attributable to any fault, error or omission of Xflow, its employees, agents, or representatives.

  4. The Indemnified Party shall promptly notify the Indemnifying Party in writing upon becoming aware of any event or circumstance that may give rise to a claim for indemnification (“Claim”) under the Xflow Account Terms, providing reasonable details of the nature and basis for the claim, and the estimated Losses. Provided that the failure to provide prompt notice under this section shall not relieve the Indemnifying Party of its indemnification obligations, except to the extent that the delay materially prejudices the defense of the Claim.

  5. Upon receipt of notice of the Claim, the Indemnifying Party shall have the right, at its option, to assume control of the defense, compromise, or settlement of the Claim, with counsel of its choice. The Indemnifying Party shall keep the Indemnified Party informed of all material developments in the defense of the Claim. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld.

  6. The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense, compromise, or settlement of the Claim. The Indemnified Party may, at its own cost, participate in the defense of the Claim with counsel of its choosing.

  7. Notwithstanding anything to the contrary, the indemnification process set forth herein shall not limit any other rights or remedies available to the Parties under the Xflow Account Terms or Applicable law.

S. LIMITATION OF LIABILITY

  1. Notwithstanding anything contained in the Xflow Account Terms, to the extent permitted under Applicable Law, under no circumstances will either Party be liable for any indirect, incidental, punitive, special or consequential damages incurred or suffered by the other Party arising out of or in connection with the Xflow Account Terms, whether as a result of a breach of contract, tort (including negligence) or any other legal or equitable right, including without limitation lost revenue, loss of data, loss of income, business interruption, or loss of business advantage.

  2. Neither Party’s liability to the other Party for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of the cause of action), shall not exceed the amount of the total fees charged and collected by Xflow from You under the Xflow Account Terms during the 6 months preceding the event giving rise to the claim.

  3. Notwithstanding the foregoing, the limitations of liability set forth in this clause shall not apply to:

    a. Unpaid fees or dues owed by either Party to the other Party;

    b. Losses suffered by You due to failure to effect any agree-upon payment to the designated Beneficiary within stipulated timeframe where such failure is attributable to any fault, error or omission on Xflow’s part;

    c. Any losses suffered by Xflow on account of any Transactions submitted by You, including without limitation, chargebacks, disputes, penalties imposed by banking/payments institution/Regulators;

    d. Any losses resulting from a Party's willful misconduct, gross negligence or fraud;

    e. Breach of confidentiality obligations under the Xflow Account Terms;

T. TERMINATION

  1. The Xflow Account Terms will remain in force as long as Your Account with Xflow remains open.

  2. Your Account will remain open until it is terminated by You or Xflow in accordance with the Xflow Account Terms. Notwithstanding the foregoing, if the Account is not operational for over 8 months, Xflow shall have the right to treat it as dormant.

  3. Unless otherwise mutually agreed by the Parties in writing, You may at any time close Your Account without any reason, by notice to Xflow in writing or by taking steps via the Dashboard or APIs for closure of the Account. The Account and the Services shall stand terminated immediately.

  4. Xflow may close the Account at any time without any reason and shall endeavor to provide You with 30 days’ notice in writing or via the Services. The Account and the Services shall stand terminated upon the expiry of the notice. During such notice period, You will continue to have access to the Account and the funds held therein. Notwithstanding the above, Xflow reserves the right to restrict Your access to the Services, in whole or in part, as it deems fit during the notice period.

  5. Xflow may close the Account and terminate the Xflow Account Terms forthwith if:

    a. You are found to have materially violated any terms of the Xflow Account Terms;

    b. You fail any ongoing due diligence checks under Section E;

    c. You no longer satisfy one or more of the eligibility conditions set out in Section D;

    d. You engage in any activity which is restricted or prohibited under the Prohibited Business List;

    e. Your Account is found to have been used in connection with fraud, money laundering, terrorist financing, tax evasion, or any other criminal activity;

    f. Unusual or suspicious activities are detected in Your account; or

    g. Xflow, in its discretion, deems You to be “high risk” based on Your activities.

  6. Without prejudice to Xflow’s right to terminate under the foregoing clause, You may submit a request in writing to Xflow to reverse the decision to terminate, with necessary documents and information to support Your request. The final decision on whether the termination will be reversed, is entirely at the discretion of Xflow.

  7. Upon closure of Your Account, subject to Applicable Law, Xflow shall endeavour to allow You a reasonable timeframe (being no greater than 30 days unless a longer period is agreed between You and Xflow), to transfer any funds that are still in the Account to another external bank account in Your name. If Applicable Law restricts such transfer, the funds in the Account will be dealt with in the manner permitted under Applicable Law. The transfer will be subject to charges as set out in the Fees Schedule.

  8. After the 30 day timeframe has expired, Xflow reserves the right to convert all the funds remaining in the Account (less charges due to Xflow) into the Base Currency and initiate a one-off funds transfer to Your default bank account for that Base Currency as per Xflow records. You authorize Xflow to take such steps that are necessary to effect the foregoing transfer.

  9. Xflow is not bound to provide any support services on termination of the Xflow Account Terms.

  10. The termination of the Xflow Account Terms or the Services, shall not negate or affect, and the Xflow Account Terms shall remain in full force and effect regarding, any rights, obligations or liabilities accrued prior to the effective date of the termination.

  11. It is hereby clarified that any dues, charges, fees, or other payments owed by either Party to the other Party, pursuant to the Xflow Account Terms, shall become immediately due and payable on the effective date of the termination and shall continue to remain effective until it is repaid in full.

  12. Any termination of the Xflow Account Terms, all rights and obligations of any Party will cease to have effect immediately, save as Sections – E (Due Diligence) sub section 3 (e), J (Reserve), O (Intellectual Property), P (Confidentiality), R (Indemnity), S (Limitation of Liability), T (Termination), U (Miscellaneous) and any other provisions of the Xflow Account Terms that, by their nature, are intended to survive termination or expiration, including but not limited to representations, warranties, and limitations of liability.

U. MISCELLANEOUS

  1. Force Majeure: Except for Your obligation to pay for Services rendered by Xflow, non-performance of either Party shall be excused to the extent that performance is rendered impossible by a Force Majeure Event. The affected Party shall promptly notify the non-affected Party of the nature and extent of the circumstances giving rise to the Force Majeure Event.

  2. Notices: All notices, requests, demands and any other communications, including any disclosures mandated by applicable law required or desired to be given hereunder shall be provided in writing via electronic mail. If You wish to send Xflow any notice, please address it to support@xflowpay.com. Notices to You will be sent to the contact email address You provide to Xflow.

  3. Entire Xflow Account Terms: the Xflow Account Terms along with Fees Schedule(s) and Service Addendum(a) if any, embody the entire understanding and Xflow Account Terms of the Parties with respect to the subject matter hereof and supersedes and replaces, in their entirety, any and all prior Xflow Account Terms, written or oral relating to the subject matter hereto.

  4. Third Party Beneficiaries: The Parties confirm and agree that a person who is not a party to the Xflow Account Terms shall have no rights to enforce any term of the Xflow Account Terms or have the benefit of any of its terms.

  5. Severability: In the event any provision or part of the Xflow Account Terms is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Xflow Account Terms, will be inoperative.

  6. Waiver: Any delay in enforcing a Party’s rights under the Xflow Account Terms or any waiver as to a particular default or other matter shall not constitute a waiver of such Party’s rights to the future enforcement of its rights under the Xflow Account Terms, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.

  7. Independent Contractors: Except where it is expressly provided herein, both Parties are independent contractors. Nothing in the Xflow Account Terms will be construed as constituting a partnership or joint venture or implied agency between or among the Parties.

  8. Exclusion of Implied Warranties: The Services are provided on an "as is" and “as available” basis. Save to the extent expressly set out in the Xflow Account Terms, Xflow hereby excludes all warranties, conditions, terms, obligations, undertakings and representations, whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose) to the fullest extent permissible by applicable laws, and You hereby waive irrevocably any rights or remedies it may otherwise have had in respect of any of the same.

  9. Governing Law and Dispute Resolution: the Xflow Account Terms shall be governed by and construed in accordance with the laws of India. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Bangalore for all disputes arising from, as a result of or in connection with the Xflow Account Terms.

  10. Assignment and Subcontracting: You may not assign, novate, sub-contract charge, declare a trust over or transfer the benefit of all or any part of the Xflow Account Terms or any rights or obligations therein. Xflow shall be entitled to novate and/or assign any or all of its rights and obligations under the Xflow Account Terms to its Affiliates at any time without Your prior consent.

EXPORT PAYMENTS TO INDIA

These additional terms and conditions are applicable to Merchants In India Accepting Payments From Buyers Outside India using our Services.

  1. For the purposes of this Section, Xflow shall mean Xflow Payments Inc., the Buyer shall be the ‘Payor’ and You/ the Merchant in India shall be the ‘Payee’.

  2. Goods and services include any good or service, other than money transmission services, for which the Payor has a payment obligation to the Payee.

  3. You appoint Xflow as Your payments agent for the purpose of receiving, holding and settling payments from Offshore Third Parties for goods or services through Xflow’s arrangements with Partner Institutions.

  4. Through Partner Institutions and local settlement systems, Xflow US assists with the settlement of payments owed by Payors to You that are received by Xflow US, less any amounts owed to Xflow including fees and other obligations, and subject to the Xflow Account Terms. You agree that a payment received by Xflow US on Your behalf, satisfies the Payor's obligation to make payment to You, regardless of whether Xflow settles such payment to You. If Xflow does not settle such payments as described in the Xflow Account Terms to You, You will have recourse only against Xflow and not the Payor, as payment is deemed made by You to the Payee upon constructive or actual receipt of funds by Xflow US.

  5. You acknowledge and understand that Xflow does not facilitate the transmission of funds on behalf of a Payor.

  6. By accepting the terms of the Xflow Account Terms, You represent and warrant that You will not use the Website towards transmitting money to a Payor independent or bereft of any exchange of a good or service with a Payor.

  7. In the course of Xflow US, acting as Your agent, You agree to be bound by the decisions taken by Xflow US, towards providing You with any services as contemplated under the Xflow Account Terms.

  8. Notwithstanding anything contained in the Xflow Account Terms, this section shall be governed by the laws of the United States of America.

  9. It is hereby clarified that all other terms of the Xflow Account Terms continue to apply to You.

IMPORT PAYMENTS FROM INDIA

The terms and conditions set out in this Section are applicable to You if You are a Merchant outside India (including a payment aggregator outside India providing services to Merchants outside India) and using our Services to receive payments from Buyers in India. These terms, as relevant, are also applicable to the Buyers in India using our Services.

A. Definitions

For the purposes of this Section, the following capitalized terms shall have the meanings set out herein:

  1. “AD Bank” means an Authorized Dealer Category – I bank, as designated by the RBI.

  2. “Data Localisation Directive” means the circular on ‘Storage of Payments Data’ issued by the RBI dated 6 April 2018.

  3. “Data Privacy Laws” means: (i) until the Digital Data Protection Act, 2023 comes into force, the Information Technology Act, 2000 and the rules and regulations made thereunder; and (ii) once the Digital Data Protection Act, 2023 comes into force, the Digital Data Protection Act, 2023 including any rules and regulations issued thereunder from time to time.

  4. “FEMA” means the Foreign Exchange Management Act, 1999 and the rules, regulations, guidelines and directions issued thereunder.

  5. “Foreign Trade Policy” means India’s foreign trade policy as notified from time to time by the Directorate General of Foreign Trade.

  6. “Import” means the purchase of Products permitted under the Foreign Trade Policy, by You from a Merchant outside India, in compliance with Applicable Law including the FEMA and Customs Act, 1962.

  7. “Import Collection Account” means the bank account maintained by Xflow with an AD Bank for collecting and remitting payments for the underlying Transactions;

  8. “KYC Master Directions” means the ‘Master Direction – Know Your Customer (KYC) Direction, 2016’, issued by the RBI on 25 February 2016, as updated from time to time.

  9. “PA-CB Directions” means the circular on ‘Regulation of Payment Aggregator – Cross Border (PA – Cross Border)’ issued by the RBI on 31 October 2023, as may be amended or supplemented from time to time.

  10. “RBI” means the Reserve Bank of India.

  11. “Xflow” means Xflow Payments India Private Limited.

B. Service Terms

  1. The Buyer shall have requisite licenses, permits and approvals required for the import of the Product(s) into India.

  2. The Services shall be used only for making payments from Buyers towards Merchants for legitimate Imports.

  3. Neither Xflow nor the AD Bank maintaining the Import Collection Account shall be responsible for the Import-related compliances under Applicable Law, including the FEMA, the Foreign Trade Policy, and the Customs Act, 1962.

  4. You shall not use the Services in relation to: (i) any activity prohibited under the Prohibited Business List; and / or (ii) any activity which is illegal / prohibited under Applicable Law, including the FEMA, Foreign Trade Policy or the Customs Act, 1962.

  5. If the per unit value of the Product to be purchased is in excess of: (i) INR 2,50,000 (Indian Rupees Two Lakh Fifty Thousand) or its equivalent in a foreign currency; or (ii) such other limit as may be prescribed by the RBI, You must share all relevant information / documents of the Buyer as may be required by Xflow to undertake and complete due diligence on the Buyer in accordance with Applicable Law.

  6. You agree to provide Xflow with all documents evidencing the bona-fide nature of the Transactions, including but not limited to invoices and such other documents reasonably requested by Xflow in this regard.

  7. If You wish to report any fraud or unauthorized Transaction, you may reach out to us at support@xflowpay.com. We will respond in accordance with our Customer Grievance Redressal Policy and the directions / guidelines issued by the RBI from time to time and other Applicable Law.

  8. In relation to data collected / processed relating to individual’s resident in India, it shall comply with the Data Localisation Directive and the Data Privacy Laws.

  9. You shall bear and shall be responsible for payment of all relevant taxes (including withholding taxes), surcharges, levies in relation to the Transaction.

  10. You shall be bound by our Merchant Onboarding Policy.

C. Settlement

  1. The Transaction amount will be settled to the Merchant in accordance with timelines listed on the Website subject to compliance with the timelines prescribed under the PA-CB Directions.

  2. Provided that settlements due to the Merchant may be withheld or delayed till such time as Xflow deem fit / necessary if: (i) Xflow has reason to believe that a fraud has been committed; (ii) the Merchant has excessive pending Chargebacks or poses high Chargeback and / or refund risks; (iii) Xflow places a Hold on Your Account (in whole or in part), (iv) Xflow applies a Reserve on the Transaction(s), or (v) for any other prudent reason as determined by Xflow and communicated to You.

D. Complaints, Refunds, Chargebacks, Failed Transactions

  1. The Merchant shall be responsible for refunds, chargebacks, disputes and reversals and shall pay such amounts immediately to Xflow as and when demanded by Xflow. The Merchant shall process refund(s) for any Transaction outside the Xflow ecosystem. Xflow may set-off such amounts from the amounts received from the Buyers towards purchase of the Products.

  2. To know more about how we handle refunds, chargebacks, failed transactions please refer to our Customer Grievance Redressal Policy.
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