This Platform Terms of Use (“Agreement”) is entered into between Xflow Payments India Private Limited (“Xflow”), and the platform (“Platform”) which has integrated Xflow Services (as defined herein). The term “Xflow” shall also include the affiliates of Xflow who may be involved in the provision of Xflow Services wherever applicable. By registering your Platform Account (as defined below) you hereby confirm your acceptance of this Agreement.
The following capitalized terms that are not defined elsewhere will have the meaning as provided herein.
This Agreement sets out the terms and conditions governing the access and use of the Xflow Services by the Platform, including on behalf of Connected Users. The Xflow Privacy Policy is incorporated herein by reference.
The Platform agrees to be bound by the terms of this Agreement to access or use the Xflow Services.
Xflow may update this Agreement from time to time and such updates shall be posted on this page. The continued use of the Xflow Services by the Platform will be deemed to be acceptance of the updated Agreement.
Subject to, and in accordance with this Agreement and the Xflow Connected User Terms which are incorporated herein by reference, Xflow will act as the limited agent of Connected Users to receive payments from Partners on behalf of Connected Users in bank accounts held with banks, licensed payment service providers and/or other financial institutions that are partnered with Xflow in connection with Xflow Services (“Partner Institutions”) towards the export of goods, software, and/or services by Connected Users to Partners and will cause the amounts so received by Xflow (“Deposit Amounts”) to be settled to Connected Users through its arrangements with applicable Partner Institutions.
To the extent applicable, and subject to, and in accordance with this Agreement, the Platform hereby appoints Xflow to act as the limited agent of the Platform to receive, hold and settle any Platform commission to the Platform through Xflow’s arrangements with Partner Institutions. Through Partner Institutions and local settlement systems, Xflow will assist with the settlement of Platform Commission to the Platform less the applicable Xflow Fees (as defined below) and any other amounts to be off-set to Xflow under this Agreement. The Platform agrees that the receipt of the Platform Commission on its behalf by Xflow satisfies the relevant Connected User’s obligation to pay the Platform Commission to the Platform, regardless of whether Xflow settles such payment to the Platform. If Xflow does not settle the Platform Commission in accordance with this Agreement, the Platform will have recourse only against Xflow and not the relevant Connected User in respect of payment of Platform Commission, as such payment is deemed to be made by the relevant Connected User to the Platform upon deduction of the Platform Commission from the relevant Deposit Amounts by Xflow.
For the purpose of this clause, Xflow means:
Xflow Payments Pte. Ltd. and/or Xflow Payments Inc, in case the Deposit Amounts are held with our banking partners domiciled in the United States of America; and
Xflow Payments UK Ltd and/or Xflow Payments EU Limited, in case the Deposit Amounts are held with our banking partners domiciled in the United Kingdom.
Xflow Dashboard: Xflow will provide the Platform with access to the Xflow Dashboard to view and manage its Platform Account and associated Connected Accounts and to submit Transactions on behalf of Connected Users. The information regarding payments pending settlement presented in the Xflow Dashboard is provided for convenience only. This information merely reflects the amount of payments processed pending settlement to associated Connected Accounts and does not constitute a deposit or other obligation of Xflow or Partner Institutions. It is provided for reporting and informational purposes only. The Platform agrees and understands that it is not entitled to any interest or other compensation associated with such funds pending settlement to Connected Users and that Platform may not assign any interest in the accounts held with or through Xflow.
APIs: Xflow has developed and provided APIs to the Platform to enable the Platform to access and use the Xflow Services on behalf of the Connected Users under this Agreement. Xflow will update the APIs and API Documentation from time to time and may add or remove functionalities.
For each payout via Xflow Services, Xflow will charge its fees to the Platform (“Xflow Fees”). The Xflow Fees will be set out in a separate schedule which will form part of this Agreement.
Xflow will offset the Xflow Fees against the Platform Commission, per payout.
The Xflow Fees is exclusive of any taxes.
The Platform shall be responsible for invoicing the Connected User for the Platform Commission and the collection and payment of any applicable taxes on the Platform Commission.
For payouts involving currency conversion, Xflow will apply a mark-up on the reference currency exchange rate.
Subject to and in accordance with this Agreement, Xflow grants the Platform, a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable license to use the Xflow Services.
Without prejudice to the foregoing, the license granted to the Platform under Clause 5.1 shall include:
The Platform shall have the right to use the APIs to access and use the Xflow Services in the manner provided in the API Documentation and this Agreement.
Except as expressly provided in this Agreement, the Platform shall not have any other rights in the Xflow Services.
It is expressly clarified that no intellectual property rights are intended to be transferred hereunder other than as expressly stated in this Agreement.
The Platform shall provide all documents and information required by Xflow in relation to provision of Xflow Services. The Platform shall ensure that all such information and documents provided to Xflow are accurate and complete at all times. Xflow is under no obligation to check the authenticity or accuracy of any information provided by the Platform.
If there is any change in information or documents provided to Xflow, the Platform shall provide the updated information or document to Xflow and until receipt of such updated information or document and reasonable opportunity to act on it, Xflow has the right to continue the use of any previously submitted information, and the Platform shall be responsible for any losses that may arise thereafter.
The Platform shall take such steps as are required to comply with applicable data protection laws if any information provided by the Platform to Xflow relates to any identified or identifiable natural person, before sharing such information with Xflow.
The Platform shall ensure that all information relating to Connected Accounts or use of Xflow Services is accessed and maintained in a secure and confidential manner.
If it is necessary for the Platform to provide any document or information to Connected Users or Partners in connection with Xflow Services, the Platform shall do so promptly.
The Platform shall not permit any third party to access or use the Xflow Services without prior written permission from Xflow.
The Platform shall ensure that it does not, and any person acting on behalf of the Platform does not, use Xflow Services in contravention of applicable laws or this Agreement.
The Platform shall not make any representations to third parties regarding Xflow Services without Xflow’s prior written permission.
The Deposit Amounts shall be held in bank accounts of Xflow or its Partner Institutions.
The Platform and Connected Users shall not have any rights to these bank accounts or the funds held therein, including drawal rights or the right to receive interest.
Any Deposit Amounts that lie dormant with Xflow or its Partner Institutions without any instructions from the Platform for a period of 365 days shall be considered as abandoned and to the extent permitted by law, Xflow shall not be obligated to pay such funds out to the Connected Users or the Platform thereafter. All obligations of Xflow in respect of such funds shall cease immediately.
Xflow may impose a temporary hold on the Deposit Amounts or such portions thereof as it deems fit, if Xflow anticipates any loss arising in connection with such payout. This clause will survive termination of this Agreement.
Xflow may deny the provision of Xflow Services, at its discretion. Without prejudice to the generality of the foregoing, Xflow may: (i) refuse to activate Connected Accounts or deactivate activated Connected Accounts if the information provided in relation thereto is found to be incorrect or incomplete, or unauthorized, and/or (ii) suspend Transactions suspected to be unauthorized, fraudulent or illegal, or pose credit, AML/CFT or Sanctions risk.
In such an event, Xflow may share any information relating to such Transaction, including information pertaining to the Platform, the relevant Connected User and Partner, with Partner institutions or other financial institutions with reporting obligations in respect of suspicious transactions, regulatory authorities, or law enforcement agencies in accordance with applicable laws. Xflow will provide a written notice to the Platform explaining the reason for such actions unless applicable law or Xflow’s contractual obligations restrict Xflow such notice.
Xflow Services do not support refunds initiated by the Platform or Connected Users.
If any Partner disputes any payment in connection with Xflow Services, 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 or reversals or penalties imposed on Xflow (“Dispute Claims”).
Without prejudice to the foregoing, Xflow shall be entitled to offset Dispute Claims against future Deposit Amounts received on behalf of relevant Connected Users and/or the Platform Commission.
Xflow Services do not include: (i) delivery of goods and/or services by Connected Users to Partners, (ii) any regulatory reporting, filings, and/or submissions required to be made by Connected Users or the Platform, or (iii) procedural formalities and compliances of Authorised Dealer Category - I banks.
Xflow provides the Xflow Services and the Xflow Dashboard on an "as is" and “as available” basis and grants no warranties of any kind, whether express, implied, statutory, or otherwise, to the extent permitted by applicable laws. Xflow specifically disclaims any implied warranties of fitness for a particular purpose or non-infringement.
Xflow makes no guarantee as to the availability, quality, or service levels of the Xflow Services, and does not promise uninterrupted access to the Xflow Dashboard. Disruption of Xflow Services may arise due to technical or operational difficulties, and no prior notice of downtime will be given in such circumstances.
Xflow shall not be liable for any losses, damages, or costs that the Platform, Connected User or others may suffer arising out of or relating to (a) hacking, tampering, or other unauthorized access or use of the Xflow Services, (b) access to, or use of, the Xflow Services in a way that is inconsistent with this Agreement; (c) interruptions or stoppages in the provision of Xflow Services; (d) bugs, viruses, or other harmful code that may be transmitted to or through the Xflow Services; or (e) errors, inaccuracies, omissions or losses in or to any data.
Xflow is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Xflow Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. We do not guarantee that Xflow or its functionality or content is accurate, reliable, always available, or complete. Xflow may allow you to interact with or operate other platforms and Xflow has no responsibility or liability for such platforms.
The Xflow Services contain copyrighted material, trademarks, and other intellectual, proprietary, and/or confidential information owned by Xflow and/or its licensors. The Platform agrees not to copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
Access to or use of the Xflow Services does not confer and should not be considered as conferring upon anyone any license to Xflow’s or any third party’s intellectual property rights. Any unauthorized use of the Xflow Services or its contents is prohibited.
The Platform 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 Xflow 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 Xflow Services. For the avoidance of doubt, the Xflow Dashboard and associated software, documentation, and data, including all user-visible aspects of the Xflow Services, are the Confidential Information of Xflow.
Each party shall, and shall procure its personnel to, keep confidential, all Confidential Information of, or concerning the other party, received by it. “Confidential Information” means this Agreement and any technical or business information of a party provided in relation to this Agreement including without limitation, algorithms, business plans, customer data, customer lists, customer names, designs, documents, drawings, engineering information, financial analysis, forecasts, formulas, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets or any other information, which: (i) might reasonably be presumed to be proprietary or confidential; (ii) is disclosed in writing that is marked “confidential” or “proprietary” at the time of such disclosure; or (iii) is disclosed orally and identified as “confidential” or “proprietary” at the time of such disclosure, and is summarised in a writing sent by the disclosing party to the receiving party within fourteen (14) days after any such oral disclosure.
Confidential Information will not include information that the receiving party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction, as to use or disclosure; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party or (v) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any applicable law or regulation provided that to the extent permitted by laws or regulations, the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure.
Each party agrees: (i) to take all reasonable action necessary to protect the confidentiality of and avoid the disclosure and unauthorized use of the other party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, officers, agents, or independent contractors who have a bona fide need to know such Confidential Information, to fulfill its obligations and exploit its rights under this Agreement and who are under legally binding obligations of confidentiality no less restrictive than those set forth in this section.
The receiving party shall be liable in all cases, without exception, for the unauthorized disclosure and use of the Confidential Information by its representatives. The receiving party shall promptly notify the disclosing party of any use or disclosure of such Confidential Information in violation of this Agreement of which the receiving party becomes aware.
Each party represents and warrants that:
Each party shall defend (“Indemnifying Party”) the other party, its employees, directors, agents, contractors, and/or other representatives (each an “Indemnified Party”) against any costs, claims, losses, damages, interest, fine, penalty, fees, and/ or expenses (including reasonable legal fees) (“Losses”) which may be incurred or suffered by such Indemnified Party, pursuant to any claim, demand, inquiry or investigation by government agency/ licensed banks/payment service providers/other financial institutions, or any other civil, criminal or administrative proceeding (“Claims”) made or brought by a third party against such Indemnified Party as a result of: (i) the Indemnifying Party’s breach of any representations, warranties or obligations under this Agreement; (ii) violation of any third party rights such as privacy rights or intellectual property rights by the Indemnifying Party, (ii) gross negligence, wilful misconduct or fraud on the part of the Indemnifying Party (or in case the Indemnifying Party is the Platform, gross negligence, wilful misconduct or fraud by any Connected Users).
The Platform shall indemnify Xflow, its employees, directors, agents, contractors, and/or other representatives (each an “Xflow-Indemnified Party”) against taxes, levies, imposts, duties, assessments, fees, charges and withholdings of any nature whatsoever, together with any penalties, fines, additions to tax or interest thereon (“Tax”) imposed on any Xflow-Indemnified Party by any governmental or regulatory authority in connection with any Transaction together with any cost incurred by Xflow-Indemnified Party in defending such Tax (other than Tax payable on Xflow’s or any Xflow entity’s net income, profit or gains).
Neither party shall 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 this Agreement, including lost revenue, loss of income, or loss of business advantage.
To the extent permitted under applicable laws, Xflow’s cumulative liability to the Platform 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) arising under or in connection with this Agreement, shall not exceed the Xflow Fees for the preceding 6 months’ period.
This Agreement shall come into effect on the Commencement Date and shall continue to be in force unless it is terminated in accordance with Clause 15.
Either party may at any time terminate this Agreement with or without reason, by written notice of 15 days to the other party.
Xflow shall be entitled to terminate this Agreement in the event that the Platform is in material breach of this Agreement, if the breach is curable, upon failure to cure such breach within 30 days' written notice from Xflow, and if the breach is incurable, upon the occurrence of such breach. Until the breach is cured to Xflow’s satisfaction, Xflow shall be entitled to suspend the provision of Xflow Services and deactivate Platform Account and Connected Accounts. The Platform shall be responsible for any losses arising from such suspension.
Upon termination of this Agreement, all rights, and obligations of the parties will cease to have effect immediately, save for this Clause 15 and the provisions relating to Confidential Information, intellectual property rights, personal data, indemnity, limitation of liability, notice, governing law and jurisdiction, and any other provision which by its nature is intended to survive the termination of this Agreement.
The termination of this Agreement, shall not negate or affect, and the Agreement shall remain in full force and effect regarding, any obligations or liabilities incurred by either party prior to the effective date of the termination. It is hereby clarified that any dues, charges, fees, or other payments owed by the Platform to Xflow, pursuant to this Agreement, shall become immediately due and payable on the effective date of the termination and shall continue to remain effective until it is repaid in full. For the avoidance of doubt, such fees, dues, or charges may also be recovered by Xflow from any Deposit Amounts available with it.
Notwithstanding the termination of this Agreement, the Platform shall continue to be liable to Xflow for its use of Xflow Services until such termination comes into effect, and shall provide any assistance and support reasonably requested by Xflow in the event of any civil, criminal, administrative or investigative actions or proceedings in connection with such use.
This Clause 15 shall survive the termination of this Agreement.
Non-performance of either party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, other natural disasters, governmental/regulatory acts, pandemic, acts of terror or orders or restrictions, failure of suppliers, or act of God, or any other reason where failure to perform is beyond the reasonable control of, and not caused by the negligence of the non-performing party (“Force Majeure Event”).
The affected party shall promptly notify the non-affected party of the nature and extent of the circumstances giving rise to the Force Majeure Event.
All notices, demands and other communications including any disclosures mandated by applicable law (“Notices”) required or desired to be given hereunder shall be provided in writing via electronic mail. Notices to the Platform shall be addressed to the email id provided by the business representative of the Platform. Notices to Xflow shall be addressed to anand@xflowpay.com or support@xflowpay.com.
This Agreement shall be governed by and construed in accordance with the laws of India. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Bangalore for all disputes arising from, as a result of, or in connection with this Agreement.
The Platform shall not transfer or assign any of the rights under this Agreement, or delegate or sub-contract the performance of any of the duties hereunder, without the prior written consent of Xflow. Xflow shall be entitled to assign any or all of its rights under this Agreement to its affiliates without the prior written consent of the Platform.
This document is an electronic record in terms of the Information Technology Act, 2000 (as amended) and the rules and regulations thereunder (the “IT Act”), and shall be governed by the IT Act, and all other applicable laws pertaining to electronic records.
By clicking the acceptance check box, registering for a Platform Account, accessing, using, or installing the Xflow API, Xflow Dashboard, or any part of the Xflow Services, including on behalf of Connected Users, the Platform specifically agrees, to be bound by the terms and conditions of this Agreement. The Platform also agrees that electronic consent will have the same legal effect as a physical signature.
This Agreement embodies the entire understanding and agreement 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.
A person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement or have the benefit of any of its terms.
In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement will be inoperative.
Any delay in enforcing a party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such party’s rights to the future enforcement of its rights under this Agreement, except with respect to an express written and signed waiver relating to a particular matter for a particular period.
Nothing in this Agreement will be construed as constituting a partnership, joint venture, or agency between Xflow and the Platform other than as expressly provided herein.