This User Agreement is between Xflow (as defined below) and the person or entity accessing or using any of the Services (as defined below) in whole or part (such entity being referred to as “Platform”, “You”, and “Your”). You and Xflow 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, 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 the Xflow Account Terms will bind them. You are responsible for informing such third parties of the terms of the Xflow Account Terms before 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.
You must 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.
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.
A reference to any party shall include that party's personal representatives, successors and permitted assigns.
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.
A reference to writing or written includes e-mail.
Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.
Capitalised terms used in the Xflow Account Terms that are not defined inline shall have the following meaning:
“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 Your relationship with Xflow, Your Account may be a Direct User Account, a Platform Account or a Connected User Account.
“Account Information” means all information Xflow may require to open and maintain Your Account, including know-Your-customer information, anti-money laundering information, Transaction information, and other documents that Xflow may reasonably request to provide the Services.
“Affiliate” means any entity, organisation, 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 Affiliated entity's management, policies, or operations.
“API” means the set of protocols, endpoints, and tools developed and provided by Xflow to enable You to develop and customise Your own dashboard or digital interface through which You can access the Services. Xflow may add or update API functionalities from time to time.
“API Documentation” means the API reference guide available at https://docs.xflowpay.com/latest/api.
“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.
“Balance” represents the money received from or on Your behalf and is displayed in Your Account for informational purposes.
“Base Currency” means the primary currency of the country in which Xflow operates.
“Beneficiary” means the ultimate recipient designated by You to receive funds in a Transaction.
“Buyer” means the person who purchased the Product from the Merchant.
“Business Day” means any day other than Saturday, Sunday, national holidays, and banking holidays in countries impacted by the Transaction.
“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.
“Connected Account” means an Account created by the Platform for submitting Transaction Requests on a Connected User's behalf. Connected Accounts are specific to Connected Users.
“Connected Users” refers to the Merchants in India who use our Services through the Platform to receive export payments from their Buyers outside India.
“Dashboard Services” means the Account-based services provided to You via the digital interface available at dashboard.xflowpay.com, which is accessible to You via the internet, such as enabling submission of information for the creation of Your Account, carrying out Account activities such as the creation of “Partner”, “Receivable”, “Payable”, viewing “Balance”, “Reconciling” payouts, and tracking the status of Transactions.
“Fees Schedule(s)” means the schedule of fees listed separately executed between You and Xflow and, in the absence thereof, the fees listed on the Website, as applicable to the relevant Service.
“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.
“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).
“Grievance Redressal Policy” means the Xflow Customer Grievance Redressal Policy available at https://docs.xflowpay.com/customer-greivance-redressal-policy.
“Merchant” means the person who sold the Product to the Buyer.
“Product” means the goods and/or services purchased by the Buyer from the Merchant.
“Privacy Policy” means the policy available at https://docs.xflowpay.com/privacy-policy.
“Prohibited Business List” means the list available at https://docs.xflowpay.com/prohibited-business.
“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.
“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.
“Services” is a collective term for the services Xflow provides You, including the Website, the Dashboard Services, the Accounts and the APIs.
“Transaction” means any financial operation to facilitate funds transfer from a payer to a payee via the Services.
“Transaction Request” means a request placed by You to Xflow to undertake a Transaction.
“Xflow” means Xflow Payments India Private Limited if You are accessing or using the Website, Dashboard Services or APIs. Provided that “Xflow” means Xflow Payments Pte Ltd, if You are a third-party platform that has integrated with us to enable Merchants in India to receive payments from Buyers outside India;
“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.
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, API Documentation, and additional resources on our Website.
If 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.
In providing the Services, Xflow avails / may avail of 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.
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.
Xflow is not responsible for any risks associated with the sale, quality, merchantability, delivery, non-delivery, or delay in delivery of the Products in any manner whatsoever. The Merchant is solely responsible for the same.
You will be eligible to access and/or use the Services only if You:
Xflow has the right to deny access to the Services if You do not satisfy any of the above criteria.
Xflow reserves the right to ask for Account Information to carry out specific 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.
Purpose of Collecting the Account Information: Xflow conducts due diligence checks using the Account Information for 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 prohibited or restricted under Xflow’s Prohibited Business List or 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.
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 changes in Your business activities, change in control, and 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 in order to provide 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;
e. You authorise Xflow, at its sole discretion, to 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 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.
f. The Privacy Policy applies to all personal data, sensitive personal data, or any other such Information You disclose to Xflow.
g. You will indemnify and hold Xflow harmless from any losses or liabilities arising from Your failure to comply with these obligations.
Xflow reserves the right to:
a. postpone the opening of the Account or 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. We will notify You 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;
Xflow is not obligated 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.
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.
You may place Transaction Requests via the Services. Xflow may reject authorisation 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.
The execution of a Transaction may be delayed or not completed in the following instances:
a. circumstances beyond Xflow’s control which prohibit or limit Xflow in executing the Transaction;
b. 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.
Xflow shall endeavour 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.
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.
Xflow shall assume that the Transactions have been duly authorised. In this regard, Xflow shall not be liable for any losses or damages caused to any person due to any Transaction request being unauthorised, inaccurate or fraudulent.
You shall not make Xflow party to any litigation or disputes between You and the counterparties concerning the underlying trade of goods/services between You and the counterparty.
Xflow will charge fees for the relevant Services in accordance with the applicable Fees Schedule(s).
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.
If the funds reflected in the Balance are insufficient to pay the amounts owed to Xflow, its Affiliates or customers, You shall remain liable to Xflow for the remainder and immediately pay or reimburse such remainder in full on demand. You agree to take further steps as may be reasonably necessary to give effect to the foregoing, including unwinding the underlying transaction and corresponding legal and regulatory procedures.
All sums payable by You shall be paid in full without any deductions (including deductions for 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.
You can view the Balance via the Dashboard Services or APIs.
The funds indicated in the Balance shall be segregated from Xflow’s 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.
You shall not have any rights to these bank accounts or the funds held therein, including drawal rights or the right to receive interest.
Xflow shall implement access controls on the designated bank account to reasonably prevent unauthorised access or misappropriation of the funds credited into such account.
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 a 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 have not been received in full or in time, or (iv) Xflow has reasonable grounds to do so for any other legitimate reasons.
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 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 the necessary steps to effect the foregoing transfer. You shall indemnify us for any losses from such transfer to Your bank account. Our obligations concerning such funds shall cease immediately.
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. You may not assign any interest in the accounts held with or through Xflow.
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, unauthorised 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 concerning You or the Transaction;
In the event of a 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 cannot submit any new Transaction Requests; and
d. You cannot redeem, withdraw, or carry out any activities on the funds available in the Balance.
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.
You can see the Hold via the Dashboard Services. Xflow will endeavour 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.
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 jeopardise Xflow’s investigation into the Hold.
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.
If Xflow anticipates incurring any loss as a result of chargebacks, fraudulent activities, or penalties imposed by the banking institutions or payment service providers in connection with Your Transaction(s), Xflow has the right to withhold a certain percentage of the Transaction amount (to be determined by Xflow in its sole discretion) as a Reserve to mitigate against such risk.
flow shall notify You of the creation, reasons, and conditions for the release of funds from the Reserve in a timely manner unless such notification may compromise the purpose or effectiveness of the Reserve.
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.
If You have any questions or concerns about the Services, please contact support@xflowpay.com.
You shall be solely responsible, at Your own cost, for providing all equipment, software, systems, and facilities necessary to enable You to access or use the Services.
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, pedophilic, invasive of the privacy of others, including bodily privacy, insulting or harassment based on gender, libellous, 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 that is in force
You shall ensure that any information relevant to access any part of the Services, including the Website or Dashboard (such as passwords), is always kept secure and confidential. 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 agree to be bound by the terms of all Transactions executed and placed by such person.
Xflow does not guarantee the availability, quality, or service levels nor promise uninterrupted access to the Services. Xflow will not be liable for any losses or damages arising from service interruptions, system downtimes, or other technical issues.
Xflow may restrict the use of, or access to, the Services from specific locations at its discretion.
Xflow shall not be liable for any errors, delays, disputes, returns, refunds, chargebacks, reversals or other losses caused by or resulting from actions or omissions of any third parties, including but not limited to any banking institution or payment institution.
Xflow is not responsible for any delays, disruptions, 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.
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 unauthorised access to Your Account or data or (b) bugs, viruses, or other harmful code that may be transmitted to or through the Services.
You must access/use the Services in compliance with Applicable Law. This includes ensuring that the Transactions submitted to Xflow always comply with Applicable Law.
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.
You shall use all or parts of the Services only to transact for Your legitimate business and commercial purposes and not on behalf of any other person or entity.
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.
You will be fully liable for acts and omissions of authorised users or persons acting or purporting to act on Your behalf.
You shall not make Xflow party to any litigation or disputes concerning the underlying trade or goods or services, including the quality, quantity, delivery, or purity of the goods or services.
You shall not do any act or conduct any activity that could adversely affect the goodwill, reputation or interest of Xflow.
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 authorisations and has taken all actions necessary to enter into the Xflow Account Terms and perform 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.
You represent, warrant and covenant that:
a. You legally own all information provided in connection with the Services, or You are authorised 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 authorised 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.
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.
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.
Access to or use of the Services does not confer, and it should not be considered as conferring upon anyone any license to Xflow’s or any third party’s intellectual property rights other than the expressly granted rights. Any unauthorised use of the Services or its contents is prohibited.
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.
You agree that the Xflow IP is and shall remain the exclusive property of Xflow. Xflow IP is protected by copyright law or other intellectual property laws. You agree that no copyright or other intellectual property rights, title or interest, express or implied, in any of Xflow IP, shall be acquired by You, except to the extent expressly contemplated in the Xflow Account Terms.
Save as permitted under the Xflow Account Terms, You shall not use, distribute, disclose, sell Xflow IP to, or permit the 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.
You shall not use any logos, name, trademarks, service marks or any intellectual property of Xflow without prior written permission from Xflow.
Each Party shall keep confidential all Confidential Information of or concerning the other Parties it receives.
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.
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 fulfil 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 outlined in this section.
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.
Notwithstanding anything contained herein, You authorise Xflow, directly or through third parties, to make any inquiries Xflow considers necessary for performing Xflow ’s obligations under the Xflow Account Terms, including validating 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.
For the avoidance of doubt, the Dashboard, APIs and associated software, documentation, data, and all user-visible aspects of the Services are the Confidential Information of Xflow.
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 consent from such person for
a. the collection and usage of such Personal Data by Xflow;
b. The sharing and disclosure of such Personal Data by Xflow:
i. 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;
ii. 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
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 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; or
c. infringement of Intellectual Property Rights of any third party;
You agree to indemnify, defend and hold harmless Xflow/its Indemnified Parties from and against any 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 authorised 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;
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.
Xflow will indemnify, defend and hold harmless You /Your Indemnified Parties from and against all Losses arising from failure to effect any agree-upon payment to the designated Beneficiary within the stipulated timeframe, where such failure is attributable to any fault, error or omission of Xflow, its employees, agents, or representatives.
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. 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 defence of the Claim.
Upon receipt of notice of the Claim, the Indemnifying Party shall have the right, at its option, to assume control of the defence, 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.
The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defence, 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.
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.
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.
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 six months preceding the event giving rise to the claim.
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 the 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;
The Xflow Account Terms will remain in force as long as Your Account with Xflow remains open.
Your Account will remain open until you or Xflow terminates it in accordance with the Xflow Account Terms. Notwithstanding the foregoing, if the Account is not operational for over eight months, Xflow shall have the right to treat it as dormant.
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 to close the Account. The Account and the Services shall stand terminated immediately.
Xflow may close the Account at any time without any reason and shall endeavour 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 part, as it deems fit during the notice period.
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, at its discretion, deems You to be “high risk” based on Your activities.
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.
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 upon 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.
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 the necessary steps to effect the foregoing transfer.
Xflow is not bound to provide support services on termination of the Xflow Account Terms.
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 before the effective date of the termination.
It is hereby clarified that any dues, charges, fees, or other payments owed by either Party to the other Party, under the Xflow Account Terms, shall become immediately due and payable on the effective date of the termination and shall continue to remain effectual until repaid in full.
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) subsection 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.
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.
Notices: All notices, requests, demands and 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.
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 concerning the subject matter hereof and supersedes and replaces, in their entirety, all prior agreements, written or oral relating to the subject matter hereto.
Third Party Beneficiaries: The Parties confirm and agree that a person not a party to the Xflow Account Terms shall have no rights to enforce any term of the Xflow Account Terms or benefit from any of its terms.
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.
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 an express written and signed waiver relating to a particular matter for a particular period.
Independent Contractors: Except where expressly provided, both Parties are independent contractors. Nothing in the Xflow Account Terms will constitute a partnership, joint venture, or implied agency between or among the Parties.
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.
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.
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.
You acknowledge and agree that when you create a Connected Account, you intend for Xflow to provide the Services to the Connected Users in whose name you have opened that Connected Account and such Connected User must be bound by the Xflow Connected Account Terms.
You shall ensure that the Connected Users accept the Xflow Connected Account Terms through an explicit affirmative action and maintain records of having obtained such acceptance. Xflow reserves the right to ask you to provide proof of acceptance at any time.
The Platform must provide notice to Connected Users regarding material update(s) or revision(s) to the Xflow Account Terms and obtain their acceptance of the updated Xflow Account Terms.
Subject to and in accordance with this User Agreement, Xflow grants you,
a. The right to use and operate Platform Account and Connected Accounts;
b. The right to create or modify, as may be applicable, login credentials to access the Platform Account and Connected Accounts;
c. The right to submit such documents and/ or information pertaining to Connected Accounts.
It is expressly clarified that no rights in the Accounts are intended to be transferred hereunder other than as contemplated herein.
You represent and warrant that you are duly authorised by the relevant Connected User to:
a. Create and operate a Connected Account and submit Transaction Requests on behalf of such Connected User;
b. Share with Xflow and its service providers any Account Information of such Connected Users, including documents and information about the Connected User, its business representatives, managerial personnel and/or beneficial owners, details of counterparties, Transaction data or documents such as invoice or shipping documents, and any other documents and information reasonably requested by Xflow in connection with the Services;
You will be responsible for providing the Account Information relating to the Connected Users so that Xflow can carry out due diligence in accordance with Section E (Due Diligence).
You undertake to keep Xflow informed about any change in Account Information relating to the Connected Users, including changes in business activities, change in control, and changes to beneficial owners, business representatives and/or other key individuals associated with the Connected Users, without delay.
You must ensure that all information relating to Connected Accounts or use of the Services is accessed and maintained securely and confidentially.
If, during the term of this User Agreement, you are no longer authorised by any Connected User to submit Transaction Requests on their behalf, You shall stop using the associated Connected Account and inform Xflow to deactivate such Connected Account.
For this Section,
Export” means the sale of Products permitted under the Foreign Trade Policy by a Buyer outside India from a Merchant in India, in compliance with Applicable Law, including the FEMA and Customs Act 1962.
“FEMA” means the Foreign Exchange Management Act 1999 and the rules, regulations, guidelines and directions issued thereunder.
“Foreign Trade Policy” means India’s foreign trade policy as notified from time to time by the Directorate General of Foreign Trade.
“Connected User” refers to the Merchant in India.
These terms apply when our Services are used to enable Connected Users in India to receive export payments.
The Services shall be used only to enable payments to Merchants in India for legitimate Exports.
The Services shall not be used 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.
Xflow is not responsible for any risks associated with the sale, quality, merchantability, delivery, non-delivery, or delay in delivery of the Products in any manner whatsoever. The Merchant is solely responsible for the same.
Xflow does not support refunds currently. The Buyer may reach out to the Merchant directly for refunds. Refunds shall be processed outside the Xflow ecosystem.
Xflow will offset the fees you charge to the Merchant (“Platform Commission”) from the amounts received by Xflow from the Buyers on behalf of the Merchant, as per your instructions.
You represent and warrant that you are duly authorised by the relevant Merchant to permit Xflow to offset the Platform Commission and other charges due to you from the Merchant from the payment received from Buyers.
You shall be responsible for invoicing the Merchant for the Platform Commission and any other charges and collecting and paying any applicable taxes on the Platform Commission.
Xflow will charge you a fee for every payout enabled to the Merchant and for every payout of Platform Commission. Xflow will apply a markup on the reference currency exchange rate for every payout involving currency conversion. Xflow will also charge a platform management fee. The details of the fees and charges are set out in the Fees Schedule.
If any Buyer disputes any payment, the Platform shall be responsible for any losses incurred by Xflow pursuant to such dispute, including any debits to Xflow’s bank account pursuant to chargebacks, reversals or penalties imposed on Xflow. Xflow shall be entitled to offset such losses against future payments received on behalf of the relevant Merchants and/or the Platform Commission.
Subject to, and in accordance with this User Agreement, Xflow will act as the limited agent of the Merchants to receive payments from Buyers on behalf of the Merchants towards the sale of Product(s) to the Buyers and will cause the amounts so received by Xflow less any fees and charges to be settled to the Merchants through its arrangements with banking institutions and payment service providers.
To the extent applicable, and subject to, and in accordance with this User Agreement, you hereby appoint Xflow to act as the limited agent of the Platform to receive, hold and settle any Platform commission to you through Xflow’s arrangements with banking institutions and payment service providers, less Xflow’s fees and charges and any other amounts to be off-set to Xflow under this User Agreement.
You agree that the offset of Platform Commission on your behalf by Xflow is deemed to be the payment made by the relevant Merchant to you and satisfies the relevant Merchant’s obligation to pay the Platform Commission, regardless of whether Xflow settles such payment to the Platform. If Xflow does not settle the Platform Commission in accordance with this Agreement, you will have recourse only against Xflow and not the relevant Merchant with respect to payment of the Platform Commission.