This is an agreement between you and Xflow Payments India Private Limited (with its affiliates, “Xflow” or "we" or “us”). Before using Xflow Services, please read these Xflow Terms of Use and the Xflow User Privacy Policy, and the other applicable rules, policies, and terms posted on the https://www.xflowpay.com/ and/or https://dashboard.xflowpay.com (together, the “Website”) (collectively, this “Agreement”). You and Xflow shall hereinafter be individually referred to as a Party and collectively as the Parties.
You agree to be bound by the terms of this Agreement. You also agree on behalf of any third parties who may access the Website via you, that they will be bound by the terms of this Agreement and you are responsible for informing such third parties of the terms of this Agreement prior to their use. If you do not accept the terms of this Agreement, then you may not use Xflow Services or access the Website.
We will, periodically, and in any case, once a year, notify you of any updates to this Agreement, by email or by posting a notice on the Xflow Website. You are requested to review this Agreement as updated from time to time and are requested to discontinue access of the Website, or use of the Xflow Services, if these updates are not acceptable to you.
You acknowledge that depending on the location of the Offshore Third Parties (as defined below) or the domicile of the accounts into which Offshore Third Parties may make payments, additional terms and conditions set out in annexures to this agreement may be applicable between you and us and you hereby agree to be bound by such terms, if applicable.
The Xflow Services facilitate payments for import or export of goods or services by institution(s), sole proprietors, companies, firms or other legally recognized or juridical entities (“you” or “your”) who are importers or exporters of goods or services, in accordance with this Agreement. Xflow in association with AD Category-1 Banks or other applicable bank or financial institutions (“Partner Institutions”), facilitates cross border transactions, such that you may make or receive payments, from or to, foreign service providers, service recipients, vendors, e-commerce marketplaces, and such other individual, sole proprietor, company or organization with whom you engage with for import or export of goods or services (“Offshore Third Party”) in accordance with the Foreign Exchange Management Act, 1999 and its underlying rules (“FEMA”) and other applicable laws (“Xflow Services”).
Xflow is not involved in the clearing, payment or settlement of any transaction unless otherwise expressly specified in the Agreement, and has entered into agreements with various Partner Institutions, that provide clearing, payment and settlement services, including in respect to any instruction submitted in connection with any Xflow Services (“Transaction”). We do not have any role in the authentication, authorization or processing of the payment instructions associated with your Transaction, unless otherwise specified in the Agreement.
Any funds that lie dormant with us for a period of 365 days without any instructions shall be considered as abandoned. Our obligations in respects of such funds shall cease immediately and to the extent permitted by law, we will not be obligated to pay such funds out to you thereafter.
You must (a) always comply (including obtaining requisite approvals, consents, registration or licenses and making necessary governmental or regulatory payments or reporting) with and (b) ensure that all Transactions submitted to Xflow in the manner set out under paragraph C.1 below, for processing, are in accordance with applicable laws.
You will be eligible to access the Website or avail Xflow Services, only if (i) you are 18 years old or above; (ii) you are not Insolvent; (iii) you are competent to enter into a contract under applicable laws where you reside or operate business; (iv) provide necessary information (such as email address, phone number or standard identification details) and such other information and documents that may be reasonably requested by Xflow, including to undertake any verification of identity, and (v) successfully pass identity verification, fraud prevention and risk related checks that we may conduct. Xflow has the right to deny access to you to the Website and Xflow Services if you do not satisfy our identity verification, fraud prevention and risk related processes. You acknowledge and agree that Xflow may engage third party service providers towards carrying out identity verification processes and transaction monitoring. You consent to the sharing of your personal information such as your permanent account number, and sensitive personal information such as your financial information, with third parties for the purpose of identity verification in the interests of prevention of fraud, money-laundering or financing of terrorism.
You shall use all or parts of the Xflow Services only to transact for your own legitimate business and commercial purposes and not on behalf of any other person or entity save with the prior written consent of Xflow.
You shall deliver or cause to be delivered to Xflow any information (including documents regarding your financial and business affairs and/ or identity, details necessary for any instruction to initiate a Transaction, information relevant for the Target Account (as defined below) or relating to Offshore Third Parties or Third Party Authorized Users) (“Information”) as Xflow may reasonably request for the purpose of the Xflow Services. You are responsible for the accuracy of any Information provided to Xflow and shall not withhold any information that would make such Information inaccurate. You shall, at the earliest, notify Xflow, of any change to the Information provided by you to Xflow, and until receipt of such notification and reasonable opportunity to act on it, Xflow has the right to continue use of any previously submitted Information, and you shall be responsible for any losses that may arise thereafter. Xflow is under no obligation to check the authenticity or accuracy of any Information provided by you or your Authorised User and shall not be liable for any losses incurred or suffered by you or any other person for relying on such information. The Information provided by you will be maintained by us in accordance with our record retention policy.
You shall be solely responsible, at your own cost, for the provision of all equipment, software, systems, facilities which are necessary to enable you to receive the Xflow Services.
You agree that you will not publish or post any content on Xflow’s Website which:
It is hereby clarified that you may not utilize the Xflow Services to facilitate or undertake any of the aforementioned actions.
You, and you shall ensure that your authorised users (“Third Party Authorised Users”) keep any information relevant to access the Website or avail Xflow Services (such as unique identification numbers, passwords, API access codes etc.) secure and confidential, and any unauthorised use of the Website and/ or Xflow Services shall constitute a material breach of this Agreement.
You represent and undertake that:
A Transaction is initiated on the Xflow Website once an invoice is submitted by you, respectively, in relation to an import or export of goods or services. It is hereby clarified that any pay-ins or payouts shall be facilitated through the account identified by you for the purposes of the Transaction (“Target Account”). The Target Account shall be the account to which payments shall be credited to or debited from, as applicable for pay-in or payout. Xflow shall have the right to deduct fees and other charges, including those arising out of conversion of foreign exchange, payable in relation to the Transaction (“Transaction Fees”). For the avoidance of doubt, in case of a (i) pay-in transaction (i.e., funds to be received into a Target Account), Xflow shall deduct the Transaction Fees prior to the funds being remitted into the Target Account; and (ii) payout transaction (i.e., funds to be deducted from a Target Account), Xflow shall include the Transaction Fees prior to the remittance of funds from the Target Account.
Additionally, we may impose conditions on the release of a portion of your funds into the Target Account (such portion being considered as a “Reserve”), if we determine that the risk of loss to Xflow, Partner Institutions, you, or other financial institutions associated with the Transaction is higher than normal. If we impose a Reserve, we will provide you Notice of the amount, timing, and conditions upon which the funds in the Reserve will be released to you.
Xflow shall be entitled to deduct any other amounts that become due or owed to Xflow (such as reversal or return of pay-in transactions initiated by the Offshore Third Parties or their financial institutions), from the Target Account. In the event funds in the Target Account are insufficient, you shall remain liable to Xflow for any balance, and you shall forthwith pay or reimburse such balance in full on demand. You agree to take such further steps as may be reasonably necessary to give effect to the foregoing, including without limitation, unwinding the underlying transaction and corresponding legal and regulatory procedures. Without prejudice to any other remedies, Xflow shall also have the right to instruct the Partner Institution to withhold funds, in your Target Account or due to the Target Account, respectively, until all obligations or liabilities incurred by you pursuant to this Agreement have been extinguished.
Xflow will provide resolution to customer complaints in accordance with our grievance redressal processes.
Xflow may from time to time facilitate the communication of the invoice between the Offshore Third Party and you, which will include details such as the transaction reference number, invoice number, product service description and the amount due in exchange for the respective Import Services or Export Services, upon payment by you of the Transaction Fees.
Xflow grants you a limited, non-exclusive, non-transferable, non-perpetual, non-sublicensable, revocable license to use the Website for the sole purpose of facilitating your use of the Xflow Services in the ordinary course of business.
Xflow may at its sole discretion decline to accept you, or any individual nominated by you as a Third Party Authorised User, if the results of any “know your customer” or other similar checks or screenings undertaken in accordance with applicable law are unsatisfactory.
You shall notify Xflow via email at support@xflowpay.com immediately in the event of any suspected or actual breach of the Website or any unauthorised use of data revealed as a consequence of such a breach. Notwithstanding such notification, you accept sole responsibility for all acts or omissions of any person that accesses the Website and agrees to be bound by the terms of all Transactions executed and placed through the Website.
By submitting any Information to Xflow, you are granting Xflow the right to use such Information for the purpose of providing the Xflow Services or access to the Website. We may use and store the content in accordance with this Agreement, without any obligation by us to pay any fees or be subject to any restrictions or limitations. By using the Website or Xflow Services, you expressly authorise Xflow to access your Information and submit the same further for processing to any party to whom it is required or necessary to be submitted for the purpose of providing you Xflow Services, including Partner Institutions, payment partners or other service providers.
All sums payable by you in respect of the Xflow Services shall be paid in full without any deductions (including deductions in respect of items such as withholding, sales or other taxes, charges and/or duties). If you are required by applicable laws to make a deduction or withholding from any payment due under this Agreement, 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.
Without prejudice and in addition to any other rights and remedies available to Xflow under this Agreement, you authorise Xflow, without prior notice and both before and after demand, to set off the whole or any part of your liabilities to Xflow, whether such liabilities are actual or contingent, liquidated or unliquidated against any funds held from time to time by Xflow for you. You shall not be entitled to set off any of Xflow’s liabilities under this Agreement against any liability owed by it to Xflow.
No Transaction shall be honored, including if initiated by a Third Party Authorised User, in the event that (i) you fail to provide necessary documentation such as invoices, purchase orders or other legally binding agreements that evidence you have availed or provided import or export of goods or services, respectively; (ii) the Offshore Third Party is a Sanction Person or located in a Sanction Nation; (iii) the result of any due diligence checks are not satisfactory; (iv) there is an error within any stage of the payment instruction that is attributable to your actions, including any inaccurate Information provided while initiating the Transaction; (v) such Transaction is for a personal remittance or a peer-peer money transmission; and (vi) such Transaction is not in compliance with applicable law.
For the purposes of this Agreement, (A) “Sanction Person” includes but is not limited to any person: (i) listed on the Consolidated List of Financial Sanctions Targets and/or the Investment Ban List maintained by Her Majesty’s Treasury or any similar list maintained by the UK government, as amended, supplemented or substituted from time to time; (ii) listed on the World Bank blacklist (being the list of firms and individuals ineligible to be awarded a World Bank financed contract, published by the World Bank at www.worldbank.org/debarr), as amended, supplemented or substituted from time to time; (iii) listed on the consolidated list of persons, groups and entities subject to sanctions imposed by the European Union, United States, United Kingdom, Australian Union, or any other nation, as amended, supplemented or substituted from time to time; (iv) listed on the sanctions list(s) of the Office of Foreign Assets Control (OFAC) (or any successor entity) as amended, supplemented or substituted from time to time; (v) listed on the Consolidated United Nations Security Council Sanctions List as amended, supplemented or substituted from time to time; (vi) convicted for any charges, whether of a civil or criminal nature, related to corruption, money-laundering or offences involving moral turpitude; or (vii) identified by any Governmental Authority as a ‘wilful defaulter’ or qualify as such; and (B) “Sanction Nation” includes any state which may be subject to an embargo or a social, economic or financial sanction, and is not limited to the states which are mentioned here.
Xflow may cancel, reverse, demand refund, or cause any payment for Import or Export Services to be unavailable for remittance and make corresponding adjustments to any instruction on the Website if (i) any error or omission needs to be corrected; (ii) the Offshore Third Party requests a reversal due to your failure to discharge your obligations; (iii) payments for the Import or Export Service has not been received in full or in time; or (iv) Xflow has reasonable grounds to do so for any other legitimate reasons.
You agree that you shall not and shall ensure that your Third Party Authorised Users shall not, use any of Xflow’s Import or Export Services for any purpose that is directly or indirectly associated with any business that Xflow identifies as a Prohibited Business. Xflow may permit you to maintain a notional account, however, such account is merely representative of the Transactions undertaken by you or your Third Party Authorised Users, for record keeping, towards any Import or Export Services.
Xflow may conduct a review or, where required for a legitimate or reasonable purpose, conduct an audit, either by themselves or through their authorized representatives, of the premises or systems of your business. Xflow will provide you reasonable notice of at least 1 (one) working day and will conduct any such processes during business hours. The scope of such review or audit (as the case may be) would be limited to ascertaining your compliance with this Agreement, or with any laws applicable to your business or operations during the period in which you have used Xflow Services.
Each Party shall, and shall procure its personnel to, keep confidential all Confidential Information of, or concerning the other Parties received by it. “Confidential Information” means this Agreement and any technical or business information of a Party provided in relation to this Agreement which: (i) might reasonably be presumed to be proprietary or confidential in nature; (ii) is disclosed in writing that is marked “confidential” or “proprietary” at the time of such disclosure; or (iii) is disclosed orally and identified as “confidential” or “proprietary” at the time of such disclosure, and is summarised in a writing sent by the disclosing Party to the receiving Party within fourteen (14) days after any such oral disclosure;
Confidential Information will not include information that the receiving Party can demonstrate: (i) is now or thereafter becomes generally known or available to the public, through no act or omission on the part of the receiving party; (ii) was known by the receiving party prior to receiving such information from the disclosing party and without restriction as to use or disclosure; (iii) is rightfully acquired by the receiving party from a third party who has the right to disclose it under the circumstances and who provides it without restriction as to use or disclosure; (iv) is independently developed by the receiving party without access to any Confidential Information of the disclosing party or (v) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body or by any applicable law or regulation provided that to the extent permitted by laws or regulations, the receiving party uses reasonable efforts to give the disclosing party reasonable advance notice of such required disclosure.
Each Party agrees: (i) to take all reasonable action necessary to protect the confidentiality of the other Party’s Confidential Information; and (ii) not to use any such Confidential Information for any purpose except in accordance with the terms of this Agreement. Each Party may disclose the Confidential Information of the other Party to its employees, officers, agents or independent contractors who have a bona fide need to know such Confidential Information, to fulfill its obligations and exploit its rights under this Agreement and who are under legally binding obligations of confidentiality no less restrictive than those set forth in this section. Notwithstanding anything contained herein, you authorise Xflow, directly or through third parties, to make any inquiries Xflow considers necessary for the performance of Xflow ’s obligations under this Agreement including validate your identity. This may include making periodic searches of, and providing information about you for research, customer feedback to fraud prevention agencies, Partner Institutions, group companies of Xflow and agents for any purpose in connection with the Xflow Services.
You hereby consent to the collection, use and sharing of your personal data or sensitive personal data with Xflow and Offshore Third Parties in accordance with our Privacy Policy available here.
You acknowledge and agree that Xflow, at its sole discretion, may disclose any personal data, sensitive personal data or transaction-related information to any of its Partner Institutions, service providers, payment partners or third parties in order to perform Xflow’s obligations under this Agreement and/or legal obligations under applicable laws, including but not limited to anti-money laundering or as may otherwise be required by law or court order. Furthermore, such disclosure may be made to any governmental agency, body or department that exercises regulatory or supervisory authority with respect to Xflow’s operations, where such disclosure is made to satisfy routine governmental audit or examination requirements or as part of informational submissions required to be made to such governmental entities in the ordinary course of business. You acknowledge and agree that the Privacy Policies apply to all personal data, sensitive personal data or such other Information, you disclose to Xflow.
Under no circumstances shall Xflow be liable for any indirect, incidental, punitive, special or consequential damages incurred or suffered by you arising out of or in connection with this Agreement, including without limitation lost revenue, loss of income, or loss of business advantage.
Xflow does not make any representations or warranties, express or implied, including but not limited to any warranties of satisfactory quality, fitness for a particular purpose, no infringement and performance or otherwise. You agree that Xflow shall not be liable for any errors, delays, disputes, reversals or losses caused by third parties, including but not limited to any banking institution.
Except expressly provided otherwise under this Agreement, to the extent permitted under applicable laws, under no circumstances shall Xflow’s liability to you or any third party for any damages or losses of any kind whatsoever (however arising, regardless of the nature of the claim or the form of the cause of action), exceed the amount of the total fees charged and collected by Xflow from you under this Agreement.
Xflow is not liable for any reversals, returns, refunds, disputes, or chargebacks unless expressly provided herein.
The information regarding payments pending settlement presented in the Website is provided for convenience only. This information merely reflects the amount of payments processed pending settlement tand does not constitute a deposit or other obligation of Xflow or Partner Institutions. It is provided for informational purposes only. You agree and understand that you are not entitled to any interest or other compensation associated with such funds pending settlement and that you may not assign any interest in the accounts held with or through Xflow.
You acknowledge that Xflow Services do not involve any services or assistance in respect of: (i) delivery of any goods and/or services, (ii) any regulatory reporting, filings, and/or submissions, or (iii) any procedural formalities or compliance requirements of Authorised Dealer Category - I banks maintaining your accounts.
The Xflow Services are provided on an "as is" and “as available” basis and Xflow grants no warranties of any kind, whether express, implied, statutory, or otherwise, to the extent permitted by applicable laws. Xflow specifically disclaims any implied warranties of fitness for a particular purpose or non-infringement.
Xflow makes no guarantee as to the availability, quality, or service levels of the Xflow Services, and does not promise uninterrupted access to the Xflow Services. Disruption of Xflow Services may arise due to technical or operational difficulties, and no prior notice of downtime will be given in such circumstances.
We may restrict use or access from certain locations at our discretion. Your use of the Xflow Services is at your own risk.
Xflow is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Xflow 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.
Xflow shall not be liable for any losses, damages, or costs that you may suffer arising out of or relating to (a) hacking, tampering, or other unauthorized access or use of the Xflow 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.
Without prejudice to any other rights and remedies under this Agreement, either Party may at any time terminate this Agreement or any Xflow Service, with or without reason, by written notice to the other Party.
The termination of this Agreement or Xflow Services, shall not negate or affect, and the Agreement shall remain in full force and effect regarding, any obligations or liabilities incurred by you prior to the effective date of the termination. It is hereby clarified that any dues, charges, fees, or other payments owed by you 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 funds available or due to the Target Account.
Except for the obligation to pay for Xflow Services delivered, non-performance of either Party shall be excused to the extent that performance is rendered impossible by strike, fire, flood, other natural disasters, governmental acts, acts of terror or orders or restrictions, failure of suppliers, market disturbance, or act of God, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non-performing Party (“Force Majeure Event”).
The affected Party shall promptly notify the non-affected Party of the nature and extent of the circumstances giving rise to the Force Majeure Event.
You may not assign, novate, sub-contract charge, declare a trust over or transfer the benefit of all or any part of this Agreement or any rights or obligations therein.
Xflow shall be entitled to novate and/or assign any or all of its rights and obligations under this Agreement to a third party or appoint sub-contractors at any time without your prior consent.
This Agreement embodies the entire understanding and agreement of the Parties with respect to the subject matter hereof and supersedes and replaces, in their entirety, any and all prior agreements, written or oral relating to the subject matter hereto.
Any termination of this Agreement, all rights and obligations of any Party will cease to have effect immediately, save as Sections – E (Confidentiality), F (Intellectual Property), G (Personal Data), H (Indemnity), I (Exclusion and Limitation of Liability), J (Termination and Consequences of Termination), L (Notice), M (Governing Law and Jurisdiction), and this paragraph, which expressly or by implication have effect to be enforceable and termination will not affect accrued rights, obligations and liabilities of any Party under this Agreement as at the date of termination. Termination shall not affect your obligation to pay any outstanding Transaction Fees under this Agreement.
At any time after the date of this Agreement, you shall, at Xflow’s request, execute or procure the execution of such documents and do or procure the doing of such acts or things as Xflow may reasonably require for the purpose of giving effect to this Agreement.
The Parties confirm and agree that a person who is not a party to this Agreement shall have no rights to enforce any term of this Agreement or have the benefit of any of its terms.
In the event any provision or part of this Agreement is found to be invalid or unenforceable, only that particular provision or part so found, and not the entire Agreement, will be inoperative.
Any delay in enforcing a party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of such party’s rights to the future enforcement of its rights under this Agreement, except with respect to an express written and signed waiver relating to a particular matter for a particular period of time.
Except where it is expressly provided herein that Xflow is an agent, Xflow is an independent contractor for all other purposes. Nothing in this Agreement will be construed as constituting a partnership or joint venture or implied agency between or among the Parties.
Save to the extent expressly set out in this Agreement, Xflow hereby excludes all warranties, conditions, terms, obligations, undertakings and representations, whether in each case express or implied by statute, common law, custom, trade usage, course of dealing or otherwise, (including but not limited to implied undertakings of satisfactory quality and reasonable fitness for purpose) to the fullest extent permissible by applicable laws, and you hereby waive irrevocably any rights or remedies it may otherwise have had in respect of any of the same.
In cases of a pay-in transaction for export of goods or services, if an Offshore Third Party is based in the United States of America (US) or deposits a USD payment into bank accounts held with our banking partners domiciled in the US, in addition to the Terms of Use above, the following provisions shall apply. If the Terms of Use conflict with this Annexure 1, the provisions of the Annexure 1 will prevail.
For the purposes of this Annexure, the Offshore Third Party shall be the ‘Payor’ and you shall be the ‘Payee’. Goods and services include any good or service, other than money transmission services, for which the Payor has a payment obligation to the Payee.
You appoint Xflow Payments Pte Ltd (“Xflow Singapore”) and Xflow Payments Inc (“Xflow US”) as applicable, as your payments agent for the purpose of receiving, holding and settling payments from Offshore Third Parties for goods or services through Xflow’s arrangements with Partner Institutions.
Through Partner Institutions and local settlement systems, Xflow Singapore and/or Xflow US assist with the settlement of payments owed by Payors to you that are received by Xflow Singapore and/or Xflow US respectively, less any amounts owed to Xflow including fees and other obligations, and subject to this Agreement. You agree that a payment received by Xflow Singapore or Xflow US on your behalf, satisfies the Payor's obligation to make payment to you, regardless of whether Xflow settles such payment to you. If Xflow does not settle such payments as described in this Agreement to you, you will have recourse only against Xflow and not the Payor, as payment is deemed made by you to the Payee upon constructive or actual receipt of funds by Xflow Singapore or Xflow US, as applicable.
You acknowledge and understand that Xflow does not facilitate the transmission of funds on behalf of a Payor.
By accepting the terms of this Agreement, you represent and warrant that you will not use the Website towards transmitting money to a Payor independent or bereft of any exchange of a good or service with a Payor.
In the course of Xflow Singapore or Xflow US, as applicable, acting as your agent, you agree to be bound by the decisions taken by Xflow Singapore and Xflow US, as applicable, towards providing you with any services as contemplated under this Agreement.
It is hereby clarified that all other terms of this Agreement continue to apply to you.
In cases of a pay-in transaction for export of goods or services, if any payment made by an Offshore Third Party to you is deposited into bank accounts held by our Partner Institutions domiciled in the United Kingdom (“UK”) or Ireland, in addition to the Terms of Use above, the following provisions shall apply. If the Terms of Use conflict with this Annexure 2, the provisions of the Annexure 2 will prevail. For the purposes of this Annexure, the Offshore Third Party shall be the ‘Payor’ and you shall be the ‘Payee’.
Goods and services include any good or service, other than money transmission services, for which the Payor has a payment obligation to the Payee.
You appoint Xflow Payments UK Ltd (“Xflow UK”) and Xflow Payments EU Limited (“Xflow Ireland”) as applicable, as your collection agent for the purpose of receiving, holding and settling payments for goods or services from Payors to you through Xflow’s arrangements with Partner Institutions.
Through Partner Institutions and local settlement systems, Xflow UK and/or Xflow Ireland assist with the settlement of payments owed by Payors to you that are received by Xflow UK and/or Xflow Ireland respectively, less any amounts owed to Xflow including fees and other obligations, and subject to this Agreement. You agree that a payment from a Payor received in any account held by Xflow UK or Xflow Ireland with a Partner Instituion on your behalf, satisfies the Payor's obligation to make payment to you, regardless of whether Xflow settles such payment to you. If Xflow does not settle such payments as described in this Agreement to you, you will have recourse only against Xflow and not the Payor, as payment is deemed made by you to the Payee upon constructive or actual receipt of funds by Xflow UK or Xflow Ireland as applicable.
You acknowledge and understand that Xflow does not facilitate the transmission of funds on behalf of a Payor.
By accepting the terms of this Agreement, you represent and warrant that you will not use the Website towards transmitting money to a Payor independent or bereft of any exchange of a good or service with a Payor.
In the course of Xflow UK and/or Xflow Ireland, as applicable, acting as your agent, you agree to be bound by the decisions taken by Xflow, towards providing you with any services as contemplated under this Agreement.
It is hereby clarified that all other terms of this Agreement continue to apply to you.