This agreement ("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 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 Agreement and 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 Agreement and 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.
You must review the Agreement and the Xflow Account Terms periodically for any changes. If You do not agree to the amendments, You must discontinue using the Xflow Services. Your continued use of the Xflow 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 the concerned person’s relationship with Xflow, granting the concerned person access to the Xflow Services and encapsulating Your interactions and privileges within the Xflow ecosystem. Your Account will be a Platform Account. Your Connected Users will get Connected Accounts.
"Account Information" means all information Xflow may require to open and maintain the relevant Account, including know-Your-customer information, anti-money laundering information, Transaction information, and other documents that Xflow may reasonably request to provide the Xflow 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 Your Connected Users may submit Transaction instructions, which are transmitted to Xflow via the APIs for processing through the Xflow 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 behalf of the Connected User or the Platform and is displayed in the respective Account(s) for informational purposes.
"Base Currency" means USD unless otherwise specified by Xflow.
"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 applicable to the Transaction.
“Collection Services” means the services provided by Xflow US to Connected Users under which Xflow US acts as the limited agent of the Connected Users to receive payments from Buyers located outside India, in connection with the sale of Products by the Connected Users. As part of the Collection Services, Xflow US shall cause the amounts so received, net of applicable fees and charges, to be settled to the Connected Users through its arrangements with banking institutions and payment service providers, in accordance with Applicable Law and the terms of this Agreement. Where applicable, collections in currencies other than USD or multi-currency collections are carried out by Xflow Canada.
"Confidential Information" means the Agreement, 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 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 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. It represents the digital representation of Xflow’s relationship with such Connected User, granting Connected Users access to the Dashboard Services where applicable and the Collection Services, including submitting Transaction Requests via the Platform. Connected Accounts are specific to Connected Users.
"Connected Users" refers to a merchant in India who is introduced by the Platform to Xflow with a view of such merchant using our Services to receive export payments from their Buyers outside India.
“Connected User Authorisation” means the written or electronic authorisation provided by a Connected User to Xflow and the Platform, in the form and manner agreed between Xflow and the Platform in the Connected User Authorisation Schedule. The Connected User Authorisation enables the Platform to access the Services using APIs for the purpose of operating the Connected User’s Connected Accounts and transmitting transaction instructions received from the Connected User through the Platform’s dashboard or interface to Xflow’s systems.
"Dashboard Services" means the Account-based services provided to You and the Connected Users via the digital interface available at https://dashboard.xflowpay.com, which is accessible to You via the internet.
"Force Majeure Event" means strike, fire, flood, other natural disasters, 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.
"Platform Account” means the digital representation of Your relationship with Xflow, granting You access to the Dashboard Services and APIs and encapsulating Your interactions and privileges within the Xflow ecosystem.
“Platform Account Information” means all information Xflow may require to open and maintain Your Platform Account, including know-Your-customer information, anti-money laundering information, and other documents that Xflow may reasonably request.
"Product" means the goods and/or services purchased by the Buyer from the Connected Users.
"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 Xflow Services, having jurisdiction over Xflow, the Xflow 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.
"Xflow Services" is a collective term for the respective services Xflow provides to You and/or the Connected Users, including: (i) the Website, and the Dashboard Services provided to You and/or Connected Users (as applicable); (ii) the APIs provided to You; (iii) the Connected Accounts provided to Connected Users; (iv) the Platform Account provided to You; and (v) the Collection Services provided to Connected Users.
"Transaction" means any financial operation to facilitate funds transfer from a payer to a payee via the Xflow Services. When used in this Agreement, “Transaction” refers specifically to Transactions submitted on behalf of a Connected User.
"Transaction Request" means a request placed by You on behalf of Connected users to the Xflow Services to undertake a Transaction.
"Xflow" means (i) Xflow Payments India Private Limited for the purpose of Dashboard Services or APIs, (ii) Xflow Payments Inc, for the purpose of Collection Services, and (iii) Xflow Payments Canada Ltd, for the purpose of multi-currency collections.
"Xflow IP" means collectively and individually, all worldwide intangible intellectual property rights owned, developed or licensed by Xflow, whether registered, unregistered, filed, issued, or otherwise existing now or in the future. This includes the Website, Dashboard Services, APIs, web-pages, applications, services, process and systems, reports, compilations and databases in any and all media and any other deliverables produced by Xflow 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, copyrights, copyright applications, copyright registrations and rights in with works of authorship, trademarks, trademark registrations, and applications thereof, trade names, service marks, service names, logos, or trade dress; rights in trade secrets, know-how, proprietary and confidential information; internet domain names, internet and world wide web (WWW) URLs or addresses, mask work rights, mask work registrations and applications thereof.
Xflow shall provide the Xflow Services to the Connected Users and Connected Users shall access the Xflow Services via the Platform in accordance with the terms of this Agreement.
The Platform shall manage the relationship with, and serve as the primary point to communicate to, Connected Users who authorised the Platform to act on their behalf. Notwithstanding the foregoing, Xflow shall have the right to directly communicate with any Connected User for the purposes of compliance with Applicable Law, providing operational support, dispute resolution, or enforcement of the Xflow Connected User Agreement. The Platform shall not restrict or interfere with such direct communication.
The Xflow Account Terms provide a general description and terms and conditions governing the Xflow Services. We may provide You with a more detailed description of the Xflow Services through published software libraries, API Documentation, and additional resources on our Website.
In providing the Xflow 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 Xflow Services may be subject to terms and conditions prescribed by such third parties
The Xflow 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 Connected User is solely responsible for the same.
For any person to be eligible to access and/or use the Xflow Services such person must:
Xflow has the right to deny access to the Xflow Services to any person who does not satisfy any of the above criteria.
The Parties acknowledge that Xflow is responsible for undertaking due diligence checks on Connected Users as part of their onboarding with Xflow and throughout their relationship. You shall, upon Xflow's request, collaborate with Xflow to collate and provide to Xflow the Connected Account Information from the Connected Users that Xflow requires for its due diligence or checks.
Xflow reserves the right to ask for Connected Account Information to carry out specific due diligence checks on the Connected Users (and the Connected User is a partnership, association of individuals or a corporate body, the individuals associated with the Connected User, such as business representatives, directors, and beneficial owners) during onboarding and/or at any time during the course of providing Xflow Services. Xflow may also ask for Connected Account Information regarding their bank account and the transactions submitted on their behalf.
Purpose of Collecting the Connected Account Information: Xflow conducts due diligence checks using the Connected Account Information for the following purposes:
a. to provide the Xflow Services;
b. to verify the identity and authority of the Connected Users and their 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 Xflow Services;
e. to ensure that Connected Users or the individuals associated with them are not subject to any economic sanctions, or politically exposed or subject to any other adverse media reporting;
f. to ensure that Connected Users 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 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 and the Connected Users will cooperate with our due diligence checks and processes and provide accurate and up-to-date Account Information as requested by Xflow;
b. Xflow shall be informed about any change in Account Information, including but not limited to changes in Your business activities, change in control, and changes to beneficial owners, business representatives and/or other key individuals associated, without any delay;
c. Xflow has the right to use such Account Information in order to provide access to the Xflow Services.
d. You shall not withhold any information that would make the Account Information provided to Xflow inaccurate or incomplete;
e. Xflow, at its sole discretion, may disclose any personal data, sensitive personal data, other data gathered in the course of our due diligence processes, data regarding Account activities and/or Transaction-related information to:
i. our sub-contractors, banking institutions and/or payment service providers on a need-to-know basis 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 disclosed 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 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 Agreement or 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 Agreement;
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 to Xflow and shall not be liable for any losses incurred or suffered by You, the Connected User or any other person for relying on such incorrect or incomplete Account Information provided by You or the Connected User.
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 the relevant Account.
Where any consent or authorization is required from Connected Users to enable Xflow to process Account Information or other personal data as contemplated under this Agreement, the Platform shall be responsible for obtaining such consents in accordance with Applicable Law and providing confirmation to Xflow upon request.
You may place Transaction Requests on behalf of Connected Users via the Xflow Services. Xflow reserves the right to decline authorisation of any Transaction, where it reasonably believes the Transaction to be high-risk or fraudulent, or where required by Applicable Law or its internal compliance policies. Xflow shall not be liable for any loss or delay arising from such rejection, provided that the rejection is not arbitrary and Xflow has acted in good faith and with reasonable care.
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 makes the execution of the Transaction 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.
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.
Xflow shall not be made party to any litigation or disputes concerning the underlying trade of goods/services.
You acknowledge that Xflow shall not be liable to You or the Connected Users for any errors, delays, disputes, returns, refunds, chargebacks, reversals or other losses in respect of any Transaction caused by or resulting from actions or omissions of any third parties.
All rights, liabilities and responsibilities with respect to Transactions submitted on behalf of Connected Users, including rights relating to the processing, handling, and settlement of such Transactions, shall lie solely between Xflow and the applicable Connected User, unless otherwise expressly stated herein. Xflow shall have no liability to the Platform in respect of any Transaction submitted on behalf of Connected Users.
The consideration for the Xflow Services will be recovered in the form of:
a. the FX markup applied on the reference currency exchange rate for Transactions processed for the Connected Users. “Mid Market Rate” or “MMR” provided by Xflow’s banking partner will be the reference currency exchange rate; and
b. Payout fees, if applicable;
The total FX markup applicable to any INR payout Transaction will comprise of:
a. Xflow FX markup: The markup applied by Xflow on MMR for the relevant Transaction; and
b. Platform FX markup: Any additional markup applied by the Platform on MMR for the relevant Transaction.
The Platform shall be solely responsible for the negotiation with the Connected Users of the FX markup and payout fees applicable to Transactions. Provided that the negotiated FX markup for any Transaction shall not be less than the Xflow FX Markup and Xflow’s share of the payout fees, if applicable.
Xflow’s banking partner shall execute the FX conversion for each Transaction at the prevailing MMR. However, to determine the INR amount to be settled to the Connected User, the banking partner will apply the currency exchange rate arrived at by adding the total FX markup to the MMR (the “Marked-up Rate”). For clarity, the Marked-up Rate is applied solely for operational purposes to determine the INR payout and does not constitute a fixed or forward FX rate commitment by Xflow or its banking partner.
For each Transaction, Xflow will operationally retain:
a. the payout fees; and
b. the difference between MMR and the Marked-up Rate, multiplied by the Transaction amount less any payout fees (the “FX Markup Amount”), at the time of FX conversion.
The Platform shall be entitled to the portion of the FX Markup Amount prorated to the Platform FX Markup (the “Platform FX Markup Amount”) and the platform’s share of the payout fees, if applicable. Xflow shall be entitled to Xflow’s share of the payout fees, if applicable, and the remainder of the FX Markup Amount.
The aggregated Platform FX Markup Amount and payout fees on monthly basis shall be referred to as the “Platform Revenue Share”. Xflow shall remit the Platform Revenue Share to the Platform for the preceding month by the 10th day of the subsequent month.
Unless otherwise agreed in writing between the Parties, the commercial terms shall be as listed on the Dashboard.
Buyer Disputes
If any Buyer disputes any payment collected by Xflow pursuant to any Transaction, 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 collected on behalf of the relevant Connected Users and/or the Platform Revenue Share.
Xflow shall be entitled to offset any other amounts (whether actual or contingent, liquidated or unliquidated) that become due or owed to Xflow (such as chargebacks) from amounts received by Xflow from the Buyers on behalf of Connected Users and/or the Platform Revenue Share.
If these funds are insufficient to pay the amounts owed to Xflow, 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), except as required by Applicable Law. If You are required by Applicable Laws to make a deduction or withholding from any payment due under the Agreement to Xflow, You shall pay such additional amounts as may be required to ensure that Xflow receives and retains, after such deduction or withholding, an amount equal to the amount that Xflow would have received had no such deduction or withholding been required.
You represent and warrant that you are duly authorised by the relevant Connected User to permit Xflow to offset or operationally retain any amounts in accordance with this Section, from the payment received from Buyers on their behalf.
To the extent applicable, and subject to, and in accordance with this Agreement, You hereby appoint Xflow to act as the limited agent of the Platform to receive, hold and settle any Platform Revenue Share 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 Agreement.
You agree that the offset of Platform Revenue Share on your behalf by Xflow is deemed to be the payment made by the relevant Connected User to you and satisfies the relevant Connected User’s obligation to pay the Platform Revenue Share, regardless of whether Xflow settles such payment to the Platform. If Xflow does not settle the Platform Revenue Share in accordance with this Agreement, you will have recourse only against Xflow and not the relevant Connected User with respect to payment of the Platform Revenue Share.
You can view the Balance in the Platform Account and Connected Accounts (subject to having requisite authorisations from the Connected Users) via the Dashboard Services or APIs.
The amounts representing 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 representing the Balance shall be collected and maintained.
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 Connected Users within the timelines specified by Xflow when You place the Transaction Request on their behalf, subject to the following:
a. the settlement to the Connected Users 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 the Connected User’s failure to discharge its 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 the default bank account for that Base Currency as per Xflow records. You shall ensure that the Connected User has authorized Xflow to take the necessary steps to effect the foregoing transfer. You shall indemnify us for any losses from such transfer to the bank account. Our obligations concerning such funds shall cease immediately upon completion of such transfer.
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 neither You nor the Connected Users are entitled to any interest or other compensation associated with such funds pending settlement. Neither You nor the Connected Users may assign any interest in the accounts held with or through Xflow.
Xflow may put Your Connected Account on hold, in whole or in part, in the following cases ("Hold"):
a. Xflow detects any fraud, suspicious or unusual activity on such Connected Account;
b. Any Connected Account Information provided to Xflow in respect of such Connected Account is found to be incorrect, incomplete, unauthorised or misleading;
c. Xflow and/or its banking institution and/or payment service provider flags the Connected User or the counterparty 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 any Transaction(s) in the relevant Connected Account;
e. You fail to provide any relevant Connected Account Information requested by Xflow for any of the purposes mentioned in the Agreement;
f. Xflow receives any notice (whether in writing or otherwise) from its banking institution or any Regulator concerning the Connected Account, the Connected User, the counterparty or any Transaction in the Connected Account; or
g. Xflow detects any other risk concerning the Connected User 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 submit Transaction Request on behalf of such Connected User with Xflow directly or indirectly;
b. Xflow reserves the right to put any or all pending Transactions in respect of such Connected User on Hold;
c. You cannot redeem, withdraw, or carry out any activities on the funds available in the Balance on behalf of such Connected User.
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 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 Agreement.
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 any 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 ("Reserve") to mitigate against such risk.
Xflow 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 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 Agreement.
If You have any questions or concerns about the Services, please contact support@xflowpay.com.
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 Xflow Services shall constitute a material breach of the Agreement. You accept sole responsibility for all acts or omissions of any person that accesses any part of the Xflow Services and agree to be bound by the actions of such person.
Xflow does not guarantee the availability, quality, or service levels nor promise uninterrupted access to the Xflow 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 Xflow Services from specific locations at its discretion.
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. The Xflow Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Xflow does not guarantee that the Dashboard Services or the APIs, including their functionality or content is accurate, reliable, always available, or complete.
While Xflow takes reasonable measures to maintain the security and reliability of the Xflow Services, it shall not be liable for any disruptions, losses, damages, or costs that may result from (a) hacking, tampering, or other security incidents beyond Xflow’s reasonable control, 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 Xflow Services despite the implementation of industry-standard safeguards.
You agree to take appropriate precautions to protect Your systems and data when accessing the Xflow Services.
All information relating to Connected Accounts or use of the Xflow Services must be accessed and maintained securely and confidentially.
You must access/use the Xflow Services in compliance with Applicable Law. This includes ensuring that the Transactions submitted to Xflow always comply with Applicable Law.
You acknowledge and agree that when you create a Connected Account, You intend for Xflow to provide the Xflow Services via the Platform to the Connected Users in whose name you have opened such Connected Accounts and such Connected Users must be bound by the Xflow Connected User Agreement.
You must ensure that the Connected Users: (i) do not access or use Xflow Services via the Platform, in connection with any criminal activities or illegal purposes, including, without limitation, money laundering, financing of terrorism, round-tripping, and dealing with sanctioned persons, (ii) use the Xflow Services via the Platform only to transact their legitimate exports, (iii) do not use the Xflow Services via the Platform, for accepting or making any (A) personal remittances, (B) payment that is not permitted under Applicable Law, or (C) payment in connection with an activity which is restricted or prohibited under the Prohibited Business List.
Either Party will be fully liable for acts and omissions of authorised users or persons acting or purporting to act on their behalf.
Neither Party shall do any act or conduct any activity that could adversely affect the goodwill, reputation or interest of the other Party.
You shall, upon reasonable request from Xflow, provide full cooperation and assistance to Xflow in connection with any investigation, enforcement action, or legal or regulatory claim that Xflow may initiate against or be subject to, arising from or relating to any Connected User. Such cooperation shall include, without limitation:
i. facilitating timely and direct communication with the relevant Connected User, if required;
ii. facilitating access to copies of relevant records, communications, and documentation in connection with the relevant Connected User, or the relevant Transaction(s); and
iii. Further, Platform shall assist Xflow in the recovery of any amounts due from the Connected Users. This obligation shall survive the termination of this Agreement.
If, during the term of this Agreement, the Platform is no longer authorised by any Connected User to perform the obligations stated herein, the Platform shall stop using the associated Connected Account and inform Xflow to deactivate such Connected Account.
The Platform shall ensure that all actions taken on behalf of Connected Users, including submissions of documents, initiation of Transaction Requests, are strictly in accordance with the Connected Users’ instructions, this Agreement and Applicable Law. Xflow shall not be liable for any actions taken by the Platform that are in breach of this provision.
Xflow shall not be liable for any errors, omissions, or disputes arising from instructions or data submitted by the Platform.
Xflow may suspend or revoke the Platform’s ability to act on behalf of Connected Users if it determines that such action is necessary to: (A) protect the integrity, security or availability of the Xflow Services, (B) prevent fraud or misuse of the Xflow Services, or (C) comply with Applicable Law.
Subject to and in accordance with this Agreement, Xflow grants you,
i. The right to use and operate Platform Account and Connected Accounts;
ii. The right to create or modify, as may be applicable, login credentials to access the Platform Account and Connected Accounts;
iii. 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.
Each Party represents and warrants that:
i. It is validly carrying on business under the Applicable Laws
ii. 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
iii. The execution, delivery and performance of the Agreement by such Party shall not conflict with any legal or contractual obligations of such Party.
You represent, warrant and covenant that You are duly authorised by the relevant Connected Users to:
i. create and operate Connected Accounts and submit Transaction Requests on behalf of Connected Users;
ii. view Transaction details associated with the Connected Users via the Platform Account;
iii. download Transaction-related documents such as invoice and no-objection certificate from remittance receiving bank;
iv. share with Xflow and its service providers any Connected 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 Xflow Services;
v. to take such actions as are necessary to access and use the Xflow Services on behalf of Connected Users.
The Xflow 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 Xflow Services as contemplated in and in accordance with the terms of the Agreement.
Access to or use of the Xflow 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 Xflow 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 Xflow Services or any software, documentation or data related to the Services; (ii) modify or create derivative works based on the Xflow Services; or (iii) use the Xflow 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 Xflow 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 Agreement.
Save as permitted under the Agreement, 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 Xflow 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 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 fulfil its obligations and exploit its rights under the Agreement 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 Agreement, 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 Xflow 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 Xflow 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.
The Platform shall process personal data for Xflow solely in accordance with Xflow’s documented instructions and the Data Processing Addendum, as provided in schedule to this Agreement.
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. material breach of the Agreement;
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 Xflow Services in a manner that is inconsistent with the Agreement, 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. Your breach or misuse of or actions exceeding the authorisation or instructions provided by the Connected User, including submission of unauthorised Transaction Requests.
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 Agreement, 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 Agreement or Applicable law.
Notwithstanding anything contained in the Agreement, 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 Agreement, 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 exceed the total platform commission during the six months preceding the event giving rise to the claim.
Notwithstanding the foregoing, the limitations of liability set forth in this sub-section 2 shall not apply to:
a. Unpaid fees or dues owed by either Party to the other Party;
b. Any losses suffered by Xflow on account of chargebacks, disputes, or reversals resulting in debit to Xflow’s bank account;
c. Any losses resulting from a Party's willful misconduct, gross negligence or fraud;
d. Breach of confidentiality obligations under the Agreement;
Either Party may terminate this Agreement for any reason by giving not less than 30 days’ notice in writing to the other party.
Either Party has the right to terminate this Agreement immediately if:
a. it is required to do so to fulfil its obligations under Applicable Laws;
b. the other Party commits a material breach of any provision of this Agreement which is not remedied within fifteen (15) days of receipt of written notice specifying the breach and requiring its remedy (if such breach is capable of remedy);
c. the other Party becomes insolvent, makes an assignment for the benefit of creditors, files a petition in bankruptcy, has a bankruptcy petition filed against it which is not dismissed within sixty (60) days; or
d. the other Party ceases to carry on its business in the ordinary course, or initiates or is subject to any winding up, liquidation, or reorganization proceeding (voluntarily or involuntarily) under Applicable Law.
Immediately upon a notice being issued for termination of the Agreement, and subject to Applicable Law, Xflow and the Platform shall mutually agree on an appropriate process for handling any funds remaining in the Connected Accounts. The Platform shall obtain necessary authorisations from the relevant Connected User to facilitate such process.
The termination of the Agreement or the Xflow Services shall not negate or affect, and the Agreement 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 Agreement, shall become immediately due and payable on the effective date of the termination and shall continue to remain effectual until repaid in full.
Notwithstanding the termination, the Parties shall cooperate with each other in connection with any Regulator inquiry, audit, investigation, or proceeding relating to the Xflow Services provided under the Agreement. Such cooperation shall include, without limitation, providing access to relevant records, documents, personnel, and information, as may be reasonably required by the Party to comply with its legal or regulatory obligations.
Upon termination of the Agreement 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 Agreement that, by their nature, are intended to survive termination or expiration, including but not limited to representations, warranties, and limitations of liability.
Force Majeure: 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 Agreement: The Agreement, the Xflow Account Terms, along with Fees Schedule(s) and Service Addendum(a), if any, embody the entire understanding and the Agreement between 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 Agreement shall have no rights to enforce any term of the Agreement or benefit from any of its terms.
Severability: In the event any provision or part of the Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
Waiver: Any delay in enforcing a Party’s rights under the 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 the Agreement, 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 Agreement will constitute a partnership, joint venture, or implied agency between or among the Parties.
Exclusion of Implied Warranties: The Xflow Services are provided on an "as is" and "as available" basis. Save to the extent expressly set out in the 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.
Intellectual Property Protection of Xflow's banking partners: The Platform acknowledges and agrees that all logos, trademarks, service marks, trade names, designs, and other intellectual property belonging to Xflow’s banking partners are and shall remain the sole property of such banking partners. The Platform shall not use, reproduce, display, distribute, or otherwise exploit, in any manner whatsoever, the names, logos, trademarks, or any other intellectual property of Xflow’s banking partners without the prior written consent of the relevant banking partner. Nothing in these Terms shall be construed as granting the Platform any rights, title, license, or interest in or to the intellectual property of Xflow’s banking partners.
Governing Law and Dispute Resolution: the 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 the Agreement.
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 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 the Agreement to its Affiliates at any time without Your prior consent.
For Connected Users accessing the Xflow Services through Your APIs, You are responsible for ensuring that such Connected Users accept the Xflow Connected User Agreement through an explicit affirmative action and maintaining records of having obtained such acceptance in respect of using or accessing the Xflow Services on their behalf. Xflow reserves the right to ask you to provide such records at any time.
The Platform must provide notice to Connected Users regarding material update(s) or revision(s) to the Connected User Agreement and obtain their acceptance of the updated Connected User Agreement.
The Platform shall obtain and maintain documented Connected User Authorisation from for each Connected User accessing the Xflow Services through Your APIs. Platform shall provide a copy of such Connected User Authorisation to Xflow on request.
The Platform shall promptly notify Xflow of any revocation, modification, or expiration of any Connected User Authorisation.
Where the Connected Users access the Xflow Services through Your APIs:
i.the Platform shall ensure that all credentials and access mechanisms are securely maintained and used only by authorised personnel;
ii. The Platform shall indemnify Xflow for (A) breach or misuse of, or actions exceeding the Connected User Authorisation or instructions of the Connected User, and (B) errors or omissions directly attributable to the Platform.
iii. You are accessing the Services on behalf of the Connected Users through the APIs.
Xflow may add or update API functionalities from time to time and where such changes necessitate You to migrate to a new version of the APIs, Xflow will provide prior intimation to You.
Date: [_________], 2025
To:
[Legal Name of the Platform]
Xflow Payments Inc
Xflow Payments Canada Ltd
Xflow Payments India Private Limited
Subject: Authorisation for Access to Xflow Services via APIs
[Name of the Connected User] (hereinafter, the “Connected User”), hereby authorises [Legal Name of the Platform] (“_______________”) to act on its behalf for the matters set out below in connection with the services provided by Xflow Payments Inc, Xflow Payments Canada Ltd and Xflow Payments India Private Limited (collectively, “Xflow”) to the Connected User to receive export payments from overseas buyers of the Connected User (“Xflow Services”) under the Xflow Connected User Agreement, available at [https://docs.xflowpay.com/connected-user-agreement] (https://docs.xflowpay.com/connected-user-agreement) (“Xflow Connected User Agreement”).
All capitalised terms not defined here shall have the meaning ascribed to them in the Xflow Connected User Agreement.
The authorisation provided herein, includes authorisation for:
(a) Accepting the Xflow Connected User Agreement on behalf of the Connected User
(b) Creating and operating a Connected Account with Xflow on behalf of the Connected User;
(c) Submitting Transaction Requests to Xflow on behalf of the Connected User for the purpose of receiving export proceeds payable to the Connected User;
(d) Sharing Connected Account Information with Xflow and its service providers, including:
i. KYC and KYB information documents;
ii. Details of authorised representatives, directors, and beneficial owners;
iii. Transaction-related documents (e.g., invoices, shipping documents); and
iv. Such other documents or information as Xflow may request from the Connected User for the purpose of providing Xflow Services.
(e) Receiving communications from Xflow in relation to the Xflow Services;
(f) Taking any other actions reasonably necessary to facilitate the provision of Xflow Services to the Connected User, in accordance with the terms of the Xflow Connected User Agreement and Applicable Law.
Declaration
The Connected User hereby confirms that:
(a) The information provided above is true and correct. (b) The Connected User understands and accepts the terms of this authorisation and the Xflow Connected User Agreement and agrees to be bound by them. (c) This authorisation shall remain valid until revoked in writing by the Connected User. (d) Xflow shall not be liable for any acts or omissions of [Legal Name of the Platform]_______________ in connection with the Xflow Services provided to the Connected User, and the Connected User shall not bring any claim, action, or proceeding against Xflow arising from or relating to such acts or omissions. (e) In using the Xflow Services on behalf of the Connected Users, [Legal Name of the Platform] _______________ acts on instructions from the Connected User. The Connected User shall be solely liable to Xflow for any losses incurred arising out or in connection with any Xflow Service provided to the Connected User (including without limitation, any Transaction) where [[Legal Name of the Platform]]_______________ has acted on instructions which [Legal Name of the Platform]_______________ reasonably believed were provided by the Connected User. (f)This Authorisation forms part of the Xflow Connected User Agreement.