Connected User Terms of Use

Last Updated: March 2023

These Connected User Terms of Use ("Connected User Terms") govern your use of our third-party platform integrated services ("Xflow Connected Services"). The terms “we”, “us”, and “Xflow” refers to Xflow Payments India Private Limited and/or our affiliates involved in providing the Xflow Connected Services. The terms “you”, “your”, and “Connected User” refers to the person or legal entity identified to us as the beneficiary of the Xflow Connected Services by the third-party platforms ("Platforms") which have integrated the Xflow Connected Services with their own services.

If the Platform is using Xflow Connected Services to facilitate payments to you from your customers for the export of goods and/or services, these Connected User Terms, the Xflow Privacy Policy, and other applicable rules, policies, and terms notified to you via the Xflow Dashboard available at https://dashboard.xflowpay.com ("Website") or otherwise (collectively, this “Agreement") are applicable to you. You and Xflow shall be individually referred to as a Party and collectively as the Parties.

You agree to be bound by the terms of this Agreement. You also agree on behalf of any third parties who may access the Website via you, that they will be bound by the terms of this Agreement and you are responsible for informing such third parties of the terms of this Agreement prior to their use. If you do not accept the terms of this Agreement, then you may not use Xflow Connected Services or access the Website.

This Agreement may be updated from time to time. You are requested to check the Website for any updates and review the updated Agreement. You are requested to discontinue access to the Website and the use of the Xflow Connected Services if these updates are not acceptable to you. You expressly agree to be bound by such updates if you continue using the Xflow Connected Services even after such updates.

You may have entered into an agreement with the Platform in relation to the services provided by the Platform to you ("Platform Agreement"). The Platform Agreement may contain terms relating to the Xflow Connected Services, whether or not they may be referred to as such in the Platform Agreement. You agree that in the event there is any conflict between the Platform Agreement and this Agreement, you will be bound by and act in accordance with this Agreement to the extent that it concerns the Xflow Connected Services.

You acknowledge that depending on the location of the Offshore Third Parties (as defined below) or the domicile of the accounts into which Offshore Third Parties may make payments, additional terms and conditions set out in annexures to this agreement may be applicable between you and us and you hereby agree to be bound by such terms, if applicable.

A. XFLOW CONNECTED SERVICES

The Xflow Connected Services in association with banks, licensed payment service providers and/or other financial institutions ("Partner Institutions") facilitate payments to vendors for exports of goods or services such that they may receive payments from their overseas customers ("Offshore Third Parties").
Xflow is not involved in the clearing, payment, or settlement of any transaction unless otherwise expressly specified in the Agreement, and has entered into agreements with various Partner Institutions, that provide clearing, payment, and settlement services, including with respect to any instruction submitted in connection with any Xflow Connected Services ("Transaction"). We do not have any role in the authentication, authorization, or processing of the payment instructions associated with your Transaction unless otherwise specified in the Agreement.
We may restrict use or access from certain locations at our discretion. Your use of the Xflow Connected Services is at your own risk.
Xflow is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Xflow Connected Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. We do not guarantee that Xflow’s functionality or content is accurate, reliable, always available, or complete. Xflow may allow you to interact with or operate other third-party applications or services and Xflow has no responsibility or liability for such applications or services.

B. YOUR OBLIGATION

You must (a) always comply (including obtaining requisite approvals, consents, registrations or licenses and making necessary governmental or regulatory payments or reporting) with and (b) ensure that all Transactions submitted to Xflow, are in accordance with applicable laws and this Agreement.
You will be eligible to access the Website and avail Xflow Connected Services, only if (i) you are not insolvent; (ii) you are competent to enter into a contract under applicable laws where you reside or operate your business; (iii) you provide the necessary information (such as email address, phone number or standard identification details) and such other information and documents that may be reasonably requested by Xflow, including to undertake any verification of identity or AML/CFT/ Sanction screening or other risk related checks, and (iv) you successfully pass identity verification, fraud prevention and AM/CFT/Sanctions or other risk related checks that we may conduct.
Xflow has the right to deny access to you to the Website and Xflow Connected Services at any time, including if you do not satisfy our identity verification, AML/CFT/ Sanction screening, fraud prevention, transaction monitoring and risk-related checks.
You acknowledge and agree that Xflow may engage third-party service providers in the course of providing Xflow Connected Services, including for carrying out identity verification, AML/CFT/ Sanction screening, fraud prevention, transaction monitoring etc. You consent to the sharing of your information which may include personal information of your key personnel such as, without limitation, name, permanent account number, and sensitive personal information such as, without limitation, financial information, with third parties for the purpose of such checks.
You shall use the Xflow Connected Services only to transact for your own legitimate business and commercial purposes.
You shall provide all information necessary to initiate a Transaction directly or through the Platform to Xflow, as Xflow may reasonably request for the purpose of the Xflow Connected Services. You shall ensure the accuracy and completion of any information provided to Xflow. You shall, at the earliest, notify Xflow, of any change to the information provided by you to Xflow, and until receipt of such notification and reasonable opportunity to act on it, Xflow has the right to continue the use of any previously submitted information, and you shall be responsible for any losses that may arise thereafter.
Xflow is under no obligation to check the authenticity or accuracy of any information provided by you or the Platform and shall not be liable for any losses incurred or suffered by you or any other person for relying on such information. The information provided by you will be maintained by us in accordance with our record retention policy.
You represent and undertake that:

all information provided by you directly or through the Platform is legally owned by you or you are authorised to provide us such information and it is accurate and complete in all respects;
you have the authority to enter into this Agreement;
you will continue to be bound by the terms of this Agreement, even in case of a change in authorised signatories, as long as you continue using the Xflow Connected Services or accessing the Website.
any Transaction initiated on the Website relates to payment for export of goods and services permitted under applicable laws and for no other purpose;
you do not engage in any restricted business or activity as set out https://docs.xflowpay.com/prohibited-business/ ("Prohibited Business List").

C. TERMS APPLICABLE TO XFLOW CONNECTED SERVICES

You confirm that you have authorised the Platform to access and use the Xflow Connected Services on your behalf, including to create an account for you and to carry out activities on your behalf. You acknowledge that Xflow (i) is not a party to the Platform Agreement, (ii) is not obligated to, and has no means of verifying whether you have authorised the Platform to act on your behalf, and (iii) has no liability in respect of any actions taken by the Platform or use of the Xflow Connected Services of the Platform.
The pricing for your use of the Xflow Connected Services will depend on the Platform Agreement.
You authorise Xflow to deduct the Platform’s commission and other charges, including those arising out of conversion of foreign exchange, payable in relation to the Transaction ("Platform Commission") from the amounts deposited by Offshore Third Parties ("Deposited Amounts") into accounts held with our Partner Institutions.
Xflow may impose conditions on the release of a portion of the Deposited Amounts (such portion being considered as a “Reserve"), if we determine that the risk of loss to Xflow, Partner Institutions, you, or other financial institutions associated with the Transaction is higher than normal. This clause shall survive termination.
Xflow shall be entitled to deduct any other amounts that become due or owed to Xflow or the Platform (such as chargebacks pursuant to disputes initiated by the Offshore Third Parties or their financial institutions), from future Deposited Amounts. In the event future Deposited Amounts are insufficient, you shall remain liable to Xflow for any balance, and you shall forthwith pay or reimburse such balance 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.
No Transaction shall be honored, in the event that (i) you fail to provide necessary documentation such as invoices, purchase orders or other legally binding agreements that evidence you have availed or provided export of goods or services, respectively; (ii) the Offshore Third Party is a Sanction Person or located in a Sanction Nation; (iii) the result of any identity verification or AML/CFT/ Sanction screening, fraud prevention, transaction monitoring or risk-related due diligence checks are not satisfactory; (iv) there is any error within any stage of the payment instruction that is attributable to you or the Platform, including any inaccurate information provided while initiating the Transaction; (v) Transaction is for a personal remittance or a peer-peer money transmission; or (vi) the Transaction is not in compliance with applicable law. For the purposes of this Agreement, (A) “Sanction Person” includes but is not limited to any person: (i) listed on 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) listed on the World Bank blacklist (being the list of firms and individuals ineligible to be awarded a World Bank financed contract, published by the World Bank at www.worldbank.org/debarr), as amended, supplemented or substituted from time to time; (iii) listed on 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; (iv) listed on 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; (v) listed on the Consolidated United Nations Security Council Sanctions List as amended, supplemented or substituted from time to time; (vi) convicted for any charges, whether of a civil or criminal nature, related to corruption, money-laundering or offences involving moral turpitude; or (vii) identified by any Governmental Authority as a ‘wilful defaulter’ or qualify as such; and (B) “Sanction Nation” includes any state which may be subject to an embargo or a social, economic or financial sanction, and is not limited to the states which are mentioned here.
Any funds that lie dormant with us for a period of 365 days without any instructions shall be considered as abandoned. Our obligations in respect of such funds shall cease immediately and to the extent permitted by law, we will not be obligated to pay such funds out to you thereafter.
By submitting any information to Xflow, you are granting Xflow and its relevant service providers the right to use such information for the purpose of providing the Xflow Connected Services. You authorise Xflow to access your information and submit the same further for processing to any party to whom it is required or necessary to be submitted for the purpose of providing you with Xflow Connected Services, including Platform, Partner Institutions, payment partners or other service providers.
You agree that you shall not use Xflow Connected Services for any purpose that is directly or indirectly associated with any business that Xflow identifies as a Prohibited Business.
Access to or use of the Xflow Connected 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. Any unauthorized use of the Xflow Connected Services or its contents is prohibited.

D. DISCLAIMERS

Xflow is not responsible for any reversals, returns, refunds, disputes, or chargebacks.
You acknowledge that Xflow Connected Services do not include: (i) delivery of any goods and/or services, (ii) any regulatory reporting, filings, and/or submissions, or (iii) any procedural formalities or compliance requirements of Authorised Dealer Category - I banks.
The Xflow Connected Services are provided on an "as is" and “as available” basis and Xflow grants no warranties of any kind, whether express, implied, statutory, or otherwise, to the extent permitted by applicable laws. Xflow specifically disclaims any implied warranties of fitness for a particular purpose or non-infringement.
Xflow makes no guarantee as to the availability, quality, or service levels of the Xflow Connected Services, and does not promise uninterrupted access to the Xflow Connected Services. Disruption of Xflow Connected Services may arise due to technical or operational difficulties, and no prior notice of downtime will be given in such circumstances.
Xflow shall not be liable for any losses, damages, or costs that you may suffer arising out of or relating to (a) hacking, tampering, or other unauthorized access or use of the Xflow Connected Services, (b) access to, or use of, the Xflow Connected Services in a way that is inconsistent with this Agreement; (c) interruptions or stoppages in the provision of Xflow Connected Services; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Xflow Connected Services; or (e) errors, inaccuracies, omissions or losses in or to any data.
Xflow is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Xflow Connected Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
We do not guarantee that Xflow or its functionality or content is accurate, reliable, always available, or complete. Xflow may allow you to interact with or operate other third party services and Xflow has no responsibility or liability for such third party services.

E. CONFIDENTIALITY

Each Party shall, and shall procure its personnel to, keep confidential all Confidential Information of, or concerning the other Parties received by it. “Confidential Information” means this Agreement and any technical or business information of a Party provided in relation to this Agreement 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 summarised in a writing sent by the disclosing Party to the receiving Party within fourteen (14) days after any such oral disclosure;
Confidential Information will not include 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 regulation provided that to the extent permitted by laws or regulations, the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure.
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 this Agreement. 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 this Agreement and who are under legally binding obligations of confidentiality no less restrictive than those set forth in this section.
Notwithstanding anything contained herein, you authorise Xflow, directly or through third parties, to make any inquiries Xflow considers necessary for the performance of Xflow ’s obligations under this Agreement 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 Connected Services.

F. INTELLECTUAL PROPERTY

You agree that the Xflow IP ("Xflow IP” means collectively or individually, the following worldwide intangible legal rights, including the Website, Xflow web-pages, the Xflow Connected Services, applications, process and systems, reports, compilations and databases in any and all media and deliverables produced by Xflow to perform your obligations under this Agreement, 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) 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 this Agreement. Save as permitted under this Agreement, 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 Xflow Connected Servicesis subject to the restrictions set out herein.

G. PERSONAL DATA

You hereby consent to the collection, use and sharing of your personal data or sensitive personal data with Xflow and Offshore Third Parties in accordance with our Privacy Policy.
You acknowledge and agree that Xflow, at its sole discretion, may disclose any personal data, sensitive personal data or transaction-related information to any of its Partner Institutions, service providers, payment partners or third parties in order to perform Xflow’s obligations under this Agreement and/or legal obligations under applicable laws, including but not limited to anti-money laundering or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to Xflow’s operations, 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 governmental entities in the ordinary course of business. You acknowledge and agree that the Privacy Policies apply to all personal data, sensitive personal data or such other information, you disclose to Xflow.

H. INDEMNITY

You agree to indemnify, defend and hold harmless Xflow and its associates, subsidiaries, officers, consultants, employees, Partner Institutions or such other personnel engaged by the foregoing ("Xflow Indemnified Parties"), from and against any and all loss, claim, 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 Xflow Indemnified Parties may sustain, incur, suffer or pay arising out of, in connection with or pursuant to any of the following:

your negligence, misconduct or fraudulent activities including inaccurate information provided to Xflow by you;
any breach of this Agreement, including, but not limited to a breach of its representations, warranties, obligations, covenants, and undertakings hereunder; and
all taxes, levies, imposts, duties, assessments, fees, charges and withholdings of any nature whatsoever, together with any penalties, fines, additions to tax or interest thereon ("Tax"), (other than Tax payable on Xflow’s or any Xflow entity’s net income, profit or gains) by any governmental or regulatory authority in accordance with applicable law together with any cost incurred by Xflow or any Xflow entity of defending such Tax.

I. EXCLUSION AND LIMITATION OF LIABILITY

Under no circumstances shall Xflow be liable for any indirect, incidental, punitive, special or consequential damages incurred or suffered by you arising out of or in connection with this Agreement, including without limitation lost revenue, loss of income, or loss of business advantage.
Xflow does not make any representations or warranties, express or implied, including but not limited to any warranties of satisfactory quality, fitness for a particular purpose, no infringement and performance or otherwise. You agree that Xflow shall not be liable for any errors, delays, disputes, reversals or losses caused by third parties, including but not limited to any banking institution.
Except expressly provided otherwise under this Agreement, to the extent permitted under applicable laws, under no circumstances shall Xflow’s liability to you or any third party for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of cause of action), exceed the amount of the total fees charged and collected by Xflow from the Platform in connection with providing Xflow Connected Services.

J. TERMINATION AND CONSEQUENCE OF TERMINATION

This Agreement is coterminous with your use of the Xflow Connected Services and will terminate simultaneously with the termination of the Platform Agreement, unless our association with the Platform ceases or this Agreement is terminated by us in accordance with this Clause. We may terminate this Agreement when you are in breach of this Agreement or if you are the subject of any voluntary or involuntary bankruptcy or insolvency petition or proceeding.
The termination of this Agreement shall not negate or affect, and the Agreement shall remain in full force and effect regarding, any rights, obligations or liabilities incurred by either Party prior to the effective date of the termination.
Upon termination of this Agreement, all rights and obligations of any Party will cease to have effect immediately, save for provisions relating to confidentiality, intellectual property rights, personal data, indemnity, limitation of liability, governing law, jurisdiction, notices and such other provisions which by their nature are intended to survive expiration or termination of the Agreement shall survive.
Notwithstanding anything contained herein, you will continue to be liable in respect of any past Transactions submitted to or processed via Xflow Connected Services and shall fully cooperate with Xflow in the event of any civil, criminal, administrative or investigative actions or proceedings concerning you or any such Transactions in order to enable Xflow to carry out its legal obligations.

K. FORCE MAJEURE

Non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, other natural disasters, governmental acts, acts of terror or orders or restrictions, 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 ("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.

L. NOTICE

All notices, demands and other communications including any disclosures mandated by applicable law ("Notices") required or desired to be given hereunder shall be provided in writing via electronic mail.
You agree that Notices to you will be issued to the email address provided by the Platform.

M. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement 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 this Agreement.

N. 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 this Agreement or any rights or obligations therein.
Xflow shall be entitled to novate and/or assign any or all of its rights and obligations under this Agreement to a third party or appoint sub-contractors at any time without your prior consent.

O. MISCELLANEOUS

This Agreement embodies the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes and replaces, in their entirety, any and all prior agreements, written or oral related to the subject matter hereto.
At any time after the date of this Agreement, you shall, at Xflow’s request, execute or procure the execution of such documents and do or procure the doing of such acts or things as Xflow may reasonably require for the purpose of giving effect to this Agreement.
The Parties confirm and agree that a person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement or have the benefit of any of its terms.
In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
Any delay in enforcing a party’s rights under this Agreement 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 this Agreement, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.
Except where it is expressly provided herein that Xflow is an agent, Xflow is an independent contractor for all other purposes. Nothing in this Agreement will be construed as constituting a partnership or joint venture or implied agency between or among the Parties.
Save to the extent expressly set out in this Agreement, 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.

ANNEXURE 1

In cases of a pay-in transaction for export of goods or services, if an Offshore Third Party is based in the United States of America (US) or deposits a USD payment into bank accounts held with our Partner Institutions domiciled in the US, in addition to the Terms of Use above, the following provisions shall apply.

For the purposes of this Annexure, the Offshore Third Party shall be the ‘Payor’ and you shall be the ‘Payee’.

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

You appoint Xflow Payments Pte Ltd ("Xflow Singapore") and Xflow Payments Inc ("Xflow US") as your limited 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.
Through Partner Institutions and local settlement systems, Xflow Singapore and Xflow US assist with the settlement of payments owed by Payors to you that are received by Xflow Singapore or Xflow US, less any amounts owed to Xflow including fees and other obligations, and subject to this Agreement. You agree that a payment received by Xflow Singapore or 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 this Agreement 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 Singapore or Xflow US.
You acknowledge and understand that Xflow does not facilitate the transmission of funds on behalf of a Payor.
By accepting the terms of this Agreement, 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.
In the course of Xflow Singapore or Xflow US or both acting as your agent, you agree to be bound by the decisions taken by Xflow Singapore or Xflow US, as applicable, towards providing you with any services as contemplated under this Agreement.
It is hereby clarified that all other terms of this Agreement continue to apply to you.

ANNEXURE 2

In cases of a pay-in transaction for export of goods or services, if any payment made by an Offshore Third Party to you is deposited into bank accounts held by our Partner Institutions domiciled in the United Kingdom (“UK”) or Ireland, in addition to the Terms of Use above, the following provisions shall apply. If the Terms of Use conflict with this Annexure 2, the provisions of the Annexure 2 will prevail.

For the purposes of this Annexure, the Offshore Third Party shall be the ‘Payor’ and you shall be the ‘Payee’.

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

You appoint Xflow Payments UK Ltd (“Xflow UK”) and Xflow Payments EU Limited (“Xflow Ireland”) as applicable, as your collection agent for the purpose of receiving, holding and settling payments for goods or services from Payors to you through Xflow’s arrangements with Partner Institutions.
Through Partner Institutions and local settlement systems, Xflow UK and/or Xflow Ireland assist with the settlement of payments owed by Payors to you that are received by Xflow UK and/or Xflow Ireland respectively, less any amounts owed to Xflow including fees and other obligations, and subject to this Agreement. You agree that a payment from a Payor received in any account held by Xflow UK or Xflow Ireland with a Partner Instituion 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 this Agreement 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 UK or Xflow Ireland as applicable.
You acknowledge and understand that Xflow does not facilitate the transmission of funds on behalf of a Payor.
By accepting the terms of this Agreement, 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.
In the course of Xflow UK and/or Xflow Ireland, as applicable, acting as your agent, you agree to be bound by the decisions taken by Xflow, towards providing you with any services as contemplated under this Agreement.
It is hereby clarified that all other terms of this Agreement continue to apply to you.