Last Updated: 28th June, 2021

TERMS AND CONDITIONS OF USE

Our relationship with you is our most important asset. We want you to feel comfortable and confident when using our Platform (defined hereinafter) and Services (defined hereinafter). The objectives of these Terms and Conditions of Use (the “Terms”) are to inform you of the terms which apply to your access to the Platform and Services, what we expect from you, and what you can expect from us as you use and interact with our Platform and the Services provided by us, our Third Parties (defined hereinafter) and third-party service providers. Further, you would learn about the following: our policy regarding the changes and updates to these Terms; description of the Platform and the Services offered by us, our Third Parties and third party service providers; sign-up process and information required by us; conditions regarding use of the Platform and the Services; terms of use and conditions regarding the information made available by us on the Platform; intellectual property rights and ownership of the content on our Platforms and the conditions of use of such content; Know Your Client (“KYC”) requirements; our policy regarding the communications and notifications sent by the Platform; disclaimers, limitation of liability and indemnification obligations in relation to the Services provided; and legal rights and obligations in case of violation of these Terms by you. These Terms apply to, and govern: (a) the use of or access to, the “Swipe” mobile application available on (i) Google Play Store; (ii) iOS (and other similar platforms); (iii) the website https://getswipe.in/ (collectively referred to as the “Platform”); and, (b) the Services (defined hereinafter), by the User of the Platform and the Services or any other person who visits the Platform (including, usage on account of links shared by a user) (“User”, “you” or “your”). The Platform is provided by NextSpeed Technologies Private Limited (“Company”, “our”, “we”, or “us”) a company incorporated under the Companies Act, 2013, and having its corporate office at Block 10, 2008, My Home Avatar, Narsingi, Puppalaguda, Hyderabad-500089 The User and the Company are hereinafter individually referred to as a “Party”, and collectively as the “Parties”. These Terms are an electronic record pursuant to the (Indian) Information Technology Act, 2000 and the rules framed thereunder, as applicable and as amended from time to time. (“Act”) This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published in accordance with the provisions of Rule 3(1)(a) of the (Indian) Information Technology (Intermediary Guidelines and Digital Media Ethics Codes) Rules, 2021 framed under the Act, that require publishing the terms of services and practices for access or usage of Platform and Services. These Terms constitute a binding and legally enforceable contract between the Company and User. By using or registering on the Platform you agree to be bound by the Terms. If you are using the Platform on behalf of an organization, you are agreeing that you have been duly authorised to do so and you are agreeing to be bound by the Terms on behalf of that organization (in which event, the defined term ‘User’, “you” or “your” will refer to that organization). You represent that you are not below 18 (eighteen) years of age, a resident of India, and have not been previously suspended or removed by the Company, or disqualified for any other reason, from availing the Services or using the Platform. In addition, you represent and warrant that you have the right, authority and capacity to agree to the Terms and to abide by them. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent your identity, age or affiliation with any person or entity. In the event of any violation of the Terms, the Company reserves the right to suspend or permanently prevent you from availing the Services or using the Platform. If you do not agree to be bound by these terms, you must not use the platform. By continuing to use the platform or services you agree and undertake to be bound by these terms. Subject to applicable laws, these terms (and any changes thereto) will become applicable to you retrospectively on and from the date of your first use of the platform.

Changes to the Terms

Please note that these Terms may change from time to time. We reserve the right to modify or amend these Terms. While we will make reasonable efforts to keep you posted on any updates to these Terms, we encourage you to periodically review these Terms whenever accessing or using the Services and/or the Platform to be continuously aware of the changes to these Terms. The “Last Updated” date at the top the Terms indicates when the latest modifications were made to the Terms. In the event we modify these Terms, continuing to access and use the Platform by you hereby confirm your acceptance to any such modifications. Your continued use will be adequate proof that you have expressly agreed to these Terms which shall apply from the date of your first use of the Platform. In addition, when using the Platform, you will be subject to any posted guidelines, supplementary terms, policies, or disclaimers made available or issued by us from time to time, including but not limited to our privacy policy available at https://getswipe.in/policy (“Privacy Policy”). All such supplementary terms, policies, guidelines or disclaimers are hereby incorporated by reference into these Terms. If you have any comments or questions regarding the Terms, or wish to report any violation of the Terms, you may contact us at team@getswipe.in .

Services

The Platform inter-alia provides Users with finance management, accounts/ ledger management, invoice creation and management, functionalities to search GST public records, facilitates Users to convert their invoices into e-invoicing, and payment record management services (including, without limitation, creation of reports on the aforesaid services). We reserve the right to add, modify or discontinue, temporarily or permanently, the Services and/or the functionalities of the Platform (or any part thereof) with or without cause. We shall not be liable for any such addition, modification, suspension or discontinuation of the Services. The Platform allows you to avail the Services either from the Company or third parties (including, without limitation, Goods and Services Tax Network) (“Third Parties”), and the Platform facilitates communication with such Third Parties for availing of the Services. The services rendered by the Company and the Third Parties of the Company are collectively referred to as “Services”.

Sign-Up

To avail the Services, you will have to create your profile/ user account on the Platform using your name and phone number among other details. The sign-up process entails creation of a unique username after furnishing necessary details including but not limited to your name, Permanent Account Number (“PAN”), email-id, phone number, business name, business address, nature of business, Goods and Services Taxpayer Identification Number (“GSTIN”) details, etc. To avail the Services, such as to collect payments you may further be required to provide certain financial information, including bank account details, unified payment interface identification (“UPI ID”), and/or other payment related details of yourself or your customers. We may ask you to provide certain additional information about yourself on a case-to-case basis. You agree to provide the above stated information, or such other information as may be necessary or required by us to provide the Services, at the time of sign-up or at any subsequent stage. Further, you acknowledge and agree that the act of providing your Aadhaar ID is voluntary in nature unless mandated under applicable law. You may choose to provide us with an alternative KYC proof. You warrant to provide true, accurate, current and complete information about yourself and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate. You may upload information relating to details of other third parties, your transactions with them, their phone number, email address, name, business name, GSTIN, bank account details, UPI ID, and/or other payment related details and such other financial information, on the Platform. You should ensure that any such information with respect to third parties is uploaded only after obtaining express consent from them for using their information on the Platform. Further you shall seek express consent from such persons to receive communications from the Company regarding: information relating to their transactions recorded on the Platform; requests for payment and reminders; information about us and the Services; promotional offers and services from us and our Third Parties, and any other matter in relation to the Services. If such third parties fail to provide consent, or withdraw consent, you shall immediately cease to use the Services in relation to them. You will be solely responsible for obtaining such consent from third parties and we assume that such consent has been sought and received by you if you provide such information relating to any of such third parties any time during the use of the Platform. If you provide any information that is false, inaccurate, or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate, or outdated, we will be entitled to suspend or terminate your account and prohibit any and all current or future use of the Platform by you. You are responsible for maintaining the confidentiality of the account and are fully responsible for all activities that occur under your account. You agree to immediately notify us in writing at team@getswipe.in of any disclosure or unauthorized use of your profile or any other breach of security with respect to your profile. Use of and Access to the Platform You agree to use the Platform only for lawful purposes, and that you are responsible, liable and accountable for all activities that take place through your use of Platform or availing the Services. We exclude any liability arising out of use of the Platform. You understand, accept, and agree that the Services provided by us is neither a banking nor a financial service, but we merely act as a facilitator providing an electronic payment facilitation service, automated online electronic payment option, for the transactions on the Platform using the existing authorized banking infrastructure and the payment gateway/payment aggregator networks. Further, by providing the Services, we are neither acting as trustees nor acting in a fiduciary capacity with respect to the transaction. Service Level Terms: We will use commercially reasonable efforts to provide you the Platform. We will provide you with reasonable technical support services in accordance with our standard practices. We do not make any commitment that the Platform will be available at all times and there could be down time for various reasons, including down time (a) caused by outages to any public Internet backbones, networks or servers, (b) caused by any failures of your equipment, systems or local access services, (c) for previously scheduled maintenance, (d) caused by any third party service provider or Strategic Partner of the Company, (e) caused by any failure of systems or servers of any third party including that of the government and its authorities and/or financial institutions such as asset management companies or any financial intermediaries, Goods and Services Network (“GSTN”), National Informatics Centre, etc., (f) attributable to events such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, hacking, phishing or interruptions in Internet services to an area where the Company or its servers are located or co-located, or (g) required pursuant to instructions received by us from any governmental or regulatory authority. Updates: From time to time, we may provide upgrades, patches, enhancements, or fixes for the Platform to the users generally without additional charge and such updates will become part of the Platform, and subject to the Terms. Notwithstanding the foregoing, we shall have no obligation under these Terms or otherwise to provide such updates. You understand that the Company may cease supporting old versions or releases of the Platform at any time in its sole discretion. By accessing or using the Platform or by availing Services, you agree not to: host, display, upload, modify, publish, transmit, update or share any information (if provided with the functionality to do so on the Platforms) that: belongs to another person and to which the user does not have any right; is defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of India harms minors in any way; intentionally communicates any information which is patently; violates any law for the time being in force; deceives or misleads the addressee about the origin of such messages or knowingly or intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact; impersonates another person; 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 cognisable offence or prevents investigation of any offence or is insulting any other nation; contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; or 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. violate these Terms or any law for the time being in force; conduct or forward surveys, contests, pyramid schemes or chain letters involving the Services; impersonate any person or entity, falsely claim or otherwise misrepresent your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted via the Services, perform any other similar fraudulent activity; infringe our or any third party’s (including, a third party service provider’s or a Strategic Partner’s) patent, trademark, copyright or other intellectual property rights, proprietary rights, rights of publicity or privacy; use the Services if you are under the age of 18 (eighteen) years; post or transmit any message (if provided with the functionality to do so on the Platforms) which is libelous, defamatory or which discloses private or personal matters concerning any person or is invasive of another's privacy, grossly harmful, harassing, hateful, racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; post or transmit (if provided with the functionality to do so on the Platforms) any message, data, image or program which is blasphemous, obscene, pornographic, vulgar, pedophilic or offensive in nature; refuse to cooperate in an investigation or provide confirmation of your identity or any other information provide by you to us; remove, circumvent, disable, damage or otherwise interfere with security-related features of the Platform and Services or features that enforce limitations on the use of the Services or the Platform; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of as regards Services or Platform or any part thereof, except and only to the extent this is expressly permissible by applicable law; use the Services or the Platform in any manner that could damage, disable, overburden, or impair it, including, without limitation, using the Services or the Platform in an automated manner; modify, adapt, translate or create derivative works based upon the Services and Platform or any part thereof, except and only to the extent that that this is permissible by applicable law; intentionally interfere with or damage operation of the Services or the Platform or any other user’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file/ programme with contaminating or destructive features or which are designed to interrupt, destroy or limit the functionality of any computer resource; use any robot, spider, other automatic device, or manual process to monitor or copy the Platform without our prior written permission; take any action that imposes an unreasonably or disproportionately large load on our infrastructure/network; use the facilities and capabilities of the Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others; use the Platform to collect or obtain personal information, including without limitation, financial information, about other users of the Platform, except and only as expressly provided in the Terms; and use the Services in a manner that results in or may result in complaints, disputes, reversals, chargebacks, fees, fines, penalties and other liability to us, a third party or you.

Information

While we use commercially reasonable efforts to facilitate provisions of the information including the GST filing, e-way bills, e-invoicing, etc., on the Platform, we are not responsible for any errors or omissions, or for the results obtained from the use of or reliance on this information. Specifically, certain links in Platform may connect to other websites maintained by third parties, including the portals established by the Government of India, over which we have no control. If you access such links, your use of the third party websites will be governed by the policies of such websites. We encourage you to review the terms and policies of such websites. We do not make any representations as to the accuracy or any other aspect of information contained in other websites. All information made available through the Platform is provided "as is", with no guarantee, representation, or commitment of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose Intellectual Property Rights and Ownership We own the intellectual property to the Platform and all our Services unless otherwise stated. This includes rights in the design, compilation, and look and feel of our Platform and Services. It also includes rights in all copyrighted works, trademarks, designs, inventions, and other intellectual property. Subject to compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use the Platform and Services in accordance with these Terms. You agree not to copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property rights in any way not expressly permitted by us. Use of data: Notwithstanding anything to the contrary contained herein and subject to applicable law, when you enter or upload your data onto the Platform, you expressly agree, covenant, consent and grant us, our Third Parties, our third party service providers and our group companies and affiliates, all rights, licences and consents to host, use, copy, transmit, process, store, share, analyse, display, make derivations, and back up all data you submit to us through our services and as required by us, including but not limited to personal data and any other data relating to financial information of yourself and others, to: (a) enable you to use the Platform and avail the Services including the services provided by our partners, third parties and affiliates; (b) allow us to improve, develop and protect our Services; (c) create, market or provide new services through the Company or its Third Parties, group companies and affiliates; (d) communicate with you about our Platform and the Services; and (e) send you information we think may be of interest to you. You agree, represent and warrant that you have and you will maintain, all rights to allow the Company, its Third Parties and/ or any third party service providers, and our affiliates, to host, use, compile, copy, transmit, process, store, share, analyse, display, make derivations, and back up all your data and retain aggregated customer data, including without limitation in combination with data of other users. The terms of use and sharing of such data are set out in our Privacy Policy https://getswipe.in/policy. Data loss: Data loss is an unavoidable risk when using any technology. You are responsible for maintaining copies of your data entered into the Platform or for availing the Services. No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using the Platform or the Services.

Know your Customer/Client

You agree and provide your express consent to provide certain information and documents that may be necessary to ascertain your eligibility to use the Platform or avail the Services including but not limited to your KYC Documents (defined hereinafter) to us, to the Third Parties, and to our third party service provider, to use, copy, transmit, process, store, share, analyse, make derivations, and back-up such KYC Documents. The “KYC Documents” and information include mobile number, mother’s name, father’s name, email address, password, date of birth, gender, PAN, and other information which documents may be sought either during sign-up or at any stage later. You agree and warrant to provide valid, true, complete, and up-to-date KYC Documents. You acknowledge and agree that any incorrect or misleading information provided shall constitute a material breach of these Terms.

Communication Policy

You agree to receive communications from the Company regarding: (i) information relating to use of the Platform or Services; (ii) requests for payment; (iii) information about the Company and the Services; (iv) promotional offers and services from the Company and its Third Parties, and (v) any other matter in relation to the Services. In case you access the Platform on behalf of a third party (after obtaining their prior consent), you acknowledge and agree that we are permitted to send any or all of the above to your customers or other third parties whose information you have made available on the Platform. We may send alerts to the mobile phone numbers provided by you, either of yourself or your customers or any third parties, via e-mail, SMS, WhatsApp messages or push notifications or any other means. If your mobile number is registered in the Do Not Disturb (“DND”) list of the Telecom Regulatory Authority of India, you may not receive SMS from us. In such case, you will be responsible for taking all steps to deregister from the DND list (or similar functionalities) and will not hold us liable for non-receipt of SMS, emails, WhatsApp messages and/or notifications. We shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. You cannot hold the Company liable for non-availability of the SMS/email alert/push notifications service in any manner whatsoever. The SMS/e-mail alert/push notification service provided by us is an additional facility provided for your convenience and that it may be susceptible to error, omission and/or inaccuracy. You shall not hold the Company liable for any loss, damages, claim, expense including legal cost that may be incurred/suffered by you on account of the SMS/e-mail alert/push notification facility. The clarity, readability, accuracy and promptness of providing the SMS/e-mail alert/push notification service depend on many factors including the infrastructure and connectivity of the service provider. We shall not be responsible for any non-delivery, delayed delivery or distortion of the alert in any way whatsoever. You understand that the Company cannot and does not guarantee or warrant that files available for download through the Platform will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements of Internet security and for accuracy of data input and output.

Third party Services

Our Platform includes products and services made available by our Third Parties and third party service providers. These third party service providers may have additional terms that apply to you. You agree to be bound by such other additional terms. Products and services provided by such third parties are subject to terms and conditions and privacy policies set by their respective providers. These include how the provider will use your data that you make available to them. The descriptions of third-party products and services that we publish, and any associated links, have been provided to us by the providers. The providers are solely responsible for any representations contained in those descriptions. We do not endorse or assume any responsibility or liability for third-party products or services. We make no representations and hereby expressly exclude all warranties and liabilities arising out of or pertaining to such third party services, including their accuracy or completeness. Further, all intellectual property rights in and to third party services are the property of the respective third parties.

Termination

We may terminate or suspend your access to Platform or access to all or any of data: (i) at our discretion; (ii) if you fail or choose to not accept or comply with these Terms or the Privacy Policy; (iii) in case of inactivity for long periods; or (iv) in case of any fraud, insolvency or bankruptcy in relation to you. You agree that our right to terminate does not depend on whether you breach these Terms or not.

Warranties and Disclaimers

We are a technology platform service provider, and do not provide tax, legal or any form of advisory services. We do not act as an intermediary and do not collect or facilitate the collection of monies. We are not and will not be responsible for any claim or for any damages suffered, whether by the Users, the third parties of the Users whose information is recorded on the Platform, or any other person or party, that are related, directly or indirectly, to or arise out of the same including any payments made by the User or by any third parties of the User using the payment link generated using the Platform. YOUR USE OF THE PLATFORM AND THE SERVICES IS AT YOUR SOLE RISK. THE PLATFORM, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS, THE COMPANY, ITS THIRD PARTIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES, EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY MAKES NO WARRANTY THAT: (I) THE PLATFORM OR THE SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE PLATFORM OR THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE PLATFORM OR THE SERVICES WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICES, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE PLATFORM WILL MEET YOUR EXPECTATIONS OR NEEDS; (V) ANY ERRORS IN THE PLATFORM WILL BE CORRECTED; AND (VI) YOUR USE OF THE PLATFORM AND SERVICES DOES NOT RESULT IN, AMONGST OTHERS, THE BREACH OF APPLICABLE LAWS, OR HAVE TAX IMPLICATIONS. PLEASE CONSULT YOUR ADVISORS BEFORE USING THE PLATFORMS OR SERVICES.

Exclusion of Damages.

WE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE PLATFORM, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE PLATFORM OR THE SERVICES; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE PLATFORM; (V) FOR ANY DISPUTES BETWEEN USERS OF THE PLATFORM OR THE SERVICES, OR BETWEEN A USER OF THE PLATFORM OR THE SERVICES AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE PLATFORM OR THE SERVICES, OR THE SERVICES OF ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES US OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICES OFFERED ON AND THROUGH THE PLATFORM OR THE SERVICES WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.

Indemnification

Notwithstanding anything contained in these Terms, you agree to defend, indemnify and hold harmless the Company (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including any court costs and reasonable attorneys’ legal fees), in connection with, arising out of or in relation (i) your breach or non-compliance of the obligations, consents, undertakings, representations, warranties or covenants under these Terms, and (ii) misrepresentation, negligence, fraud, wilful concealment and misconduct (iii) misuse of the Services and Platform for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from your acts or omissions; (v) any claims by a third party on the Company for the acts committed or omitted by you; and (vi) any violation of applicable law (“Violation”). You agree that any Violation by you will constitute an unlawful and unfair business practice and will cause irreparable harm to the Company and/ or its Third Parties and third party service providers, as the case may be, for which monetary damages would be inadequate and you consent to the Company obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that the Company may have at law or in equity. If the Company takes any legal action against you as a result of your Violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in additional to any other relief that may be granted. We reserve the right to assume, at our expense (which shall be reimbursed by you upon request), the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any claim, action, settlement or compromise negotiations, as requested by us.

Refunds

You (being the merchant/receiver of the payment) and your customers acknowledge and undertake that you have provided to your customers, and your customers have received the goods, products or services, and the payments are made by your customers to you in lieu of the same. The Company or its Third Parties will not be responsible for the goods, products or services received or any disputes between you (being the merchant/receiver of the payment) and your customers. The merchant/receiver of the payment will be solely responsible for such claims and refunds, and the Company will not be responsible for providing any refunds in relation to the goods, products or services.

Miscellaneous

Notice. All notices, requests, demands, approvals, requests for approvals or other communications under the Terms shall be in writing. Notice will be sufficiently given for all purposes as follows: (i) upon delivery when personally delivered to the recipient, (ii) upon receipt when mailed by certified mail (iii) upon delivery when delivered by a recognized international overnight courier, and (iv) upon receipt when sent by fax with confirmation. Modification: Each Party acknowledges that it has read the Terms, it understands it, and agrees to be bound by its terms, and further agrees that this is the complete and exclusive statement of the Terms between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to the Terms. Governing Law and Jurisdiction: These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Hyderabad shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services. Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Hyderabad in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by us. The language of the arbitration shall be English. The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto. Severability: If any provision of the Terms is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted and all other terms and provisions of the Terms shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify the Terms so as to effectuate the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. Waiver: A waiver by either Party of any terms or conditions of the Terms in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. All remedies, rights, undertakings, obligations and agreements contained in the Terms shall be cumulative, and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party. Relationship of Parties: The Parties are not employees, agents, partners or joint ventures of each other. Neither Party shall have the right to enter into any agreement on behalf of the other. Entire Terms: The entire understanding between the Parties hereto relating to the subject matter hereof is contained herein and the Parties make no warranties, representations or undertakings hereto except as expressly provided herein. Assignment: Notwithstanding anything contained herein, you agree and covenant that the Company may, at its sole discretion, be entitled to assign its rights and obligations under this Terms to any of its affiliates or to any entity, and in such case, such affiliate or entity shall be entitled to enforce these Terms. Survival: Notwithstanding any termination, cancellation or expiration of the Terms, the provisions hereof that are intended to continue and survive, shall continue and survive. Expenses: Except as otherwise specified in the Terms, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the Terms and the transactions contemplated in the Terms shall be paid by the Party incurring such costs and expenses. Force Majeure: No party shall be liable for a failure or delay in performing any of its obligations under the Terms if, but only to the extent that, such failure or delay is due to causes beyond the reasonable control of the affected party, including, but not limited to (1) acts of God; (2) fire or explosion (except to the extent caused by the negligence or wilful misconduct of the affected party); (3) unusually severe weather; (4) war, invasion, riot, or other civil unrest; (5) governmental laws, orders, restrictions, actions, embargoes, or blockages; (6) national or regional emergency; and (7) injunctions, strikes, lockouts, labour trouble, or other industrial disturbances; provided that the party affected shall promptly notify the other of the force majeure condition and shall exert reasonable efforts to eliminate, cure, or overcome any such causes and to resume performance of its obligations as soon as practicable. Maintenance of Records: You shall maintain the records independently of the Platform (by way physical copies et cetera) and the Company reserves the right to seek copies of such records for their own use including record keeping. You acknowledge and agree that Company shall have the right to retain your information for as long as it deems fit and to be in compliance with applicable provisions of the law. Fees: The Company reserves the right to charge fee for the Services and non-payment may result in denial of Services. Merger: Notwithstanding anything in these Terms, the Company reserves the right to share/ transfer/ assign all of your information with any other business entities, including in the event of a merger, sale, re-organization, amalgamation, joint ventures, assignment, restructuring of business or transfer or disposition of all or any portion of its business.

Contact Us: If there are any questions or grievances or complaints regarding these Terms, you may contact us at the address given below:
Grievance Officer
Name: Aditya Vemuganti
Address:
Block 10, 2008, My Home Avatar, Narsingi, Puppalaguda, Hyderabad-500089
Email: team@getswipe.in

Additional Terms for GST Suvidha Provider services:

The Goods and Service Tax Network (“GSTN”) has setup the information technology and communications infrastructure system for enabling implementation of Goods and Services Tax (“GST System”). The Company is appointed as a GST Suvidha provider (“GSP”) by GSTN and is authorized by GSTN, to provide GSP services including access to GST API’s (“GSP Services”), to the taxpayers and third parties. The third parties may avail GSP Services, to develop an application or system to enable the taxpayer to access the GST System for GST related activities (“Third Party Application”). Accordingly, you agree that you will be to subject to the terms and conditions of GSTN in relation to availing or accessing GSP Services through our Platform, You further agree that GSTN shall have the sole right and discretion, without any liability of any nature, by all means (whether manual or automated) to accept/ reject any User’s data from being transmitted to the GST System from our Platform, including but not limited to, in case of security breach, data traffic beyond prescribed by GSTN, suspected payload (having virus and/ or malware) or transfer of corrupt data or due to any other reasons as mandated by GSTN. You agree that you will follow and adhere with the GSTN guidelines, prepared, proposed and updated by GSTN from time to time including the GST web portal terms and conditions and privacy policy. You represent that you are a duly organised and validly existing entity (as applicable) under the laws of India and accordingly have full power and authority to perform your obligations, as may be required, as per the GSTN terms and conditions and by engaging on the Platform, you will not be in contravention of any applicable laws. In the event You access only GST APIs through our Platform, you agree and undertake that You shall not implement any technology to store any of your client’s data and/or confidential information of any nature (whether wholly or partially), in our servers or cloud. To the extent that you avail any other Services aside from the GST API, you expressly consent to us retaining the aforesaid information. You agree and acknowledge that GSTN may prescribe other standards and specifications that it may deem necessary, from time to time in its sole judgment in relation to GST services provided by GSTN which shall be binding on you without any objection. You hereby agree and acknowledge neither the Company nor GSTN shall have any responsibility or liability in relation to failure of any activity, if such activity may have been initiated by you or your client or by the Company on your behalf, and that has failed or delayed on account of the process of authentication and acceptance of your or your client’s data by the GSTN system or otherwise, including but not limited to failure or delay as a result of, network or connectivity failure, device or application failure, GSTN system’s failure, possible down time at GSTN System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of use of the Services. In case of any additional obligations are imposed by GSTN on the Company pursuant to its arrangement with the Company, you agree and acknowledge that the such additional obligations shall be binding on you. You acknowledge that the Company will be maintaining records of all the transactions in relation to the GSTN services provided on its Platform, as required under applicable laws and GSTN authorities will have the right to conduct audit of your records without any notice. By agreeing to these Terms, you have provided your express consent and acknowledge that the Company will retain/ store your data and confidential information, of any nature (either wholly or partially), in the Company’s servers or cloud or otherwise in any other medium as may be transmitted/ processed/ passed through the Platform. You agree that you have put all compliance, certifications, and security systems in place in order to ensure secure data transmission by your network to the Platform, without any exposure of breach, theft or loss of data. You agree and acknowledge that you: Will not use the Platform for any unauthorised activities such as (i) activities punishable under Sections 43 and 45 IT Act (such as web scraping, altering source code, hacking, introducing viruses etc.), (ii) activities prohibited under any laws in force, and/or (iii) any activity which contravenes access controls/ service use limits set by GSTN on the GST portal and/or any security feature developed by GSTN, and/or (iv) any activity which is contrary to any other policies of the GST portal; and shall not, at any time, by using the Services on the Platform: Imply or state any affiliation with or endorsement of GSTN without direct and express consent of such organisation (e.g., representing oneself as an accredited GSTN associate). Manipulate identifiers in order to disguise the origin of any message or post transmitted through the GST portal. Monitor the GST portal's availability, performance or functionality for any competitive purposes. Overlay or otherwise modify the GST portal or their appearance. Remove or cover or obscure any advertisement included on the GST portal. Rent, leasing, loaning, trading, selling/re-selling access to the GST portal or related data of GST portal. Selling, sponsoring, or otherwise monetizing any GST portal service or feature without GSTN's direct and express consent. Solicit or collect email addresses or other personal information of GST portal users or GSTN users in any manner. Use, disclose or distribute any data obtained in violation of these Terms or the GSTN policies.

General terms for making online payments:

To use the services of the online payment gateway/ payment aggregator service provider, the User shall disclose the exact business category and/or the business sub-category for which it will be using the payment gateway/payment aggregator services. If the User uses the payment gateway/payment aggregator services for any other purpose, the User understands and acknowledges that it shall notify the payment gateway/ payment aggregator service provider and the Company in writing of such change and such change shall be subject to the approval of the payment gateway/ payment aggregator service provider who may include other terms and conditions as it may deem fit. In the event You are using any of the Services on the Platform, you agree to provide the Company, as and when necessary, the KYC Documents and other documents requested, including Aadhar card, shops and establishments certificate, utility bills, registrations with tax authorities, memorandum of association, certificate of incorporation, PAN, partnership deed, powers of attorney, etc., and/or any other documents as required under the guidelines, rules and/or regulations issued by the Reserve Bank of India, National Payments Corporation of India, and any other regulatory authorities set up under any applicable laws (“Regulatory Authorities”). The User also expressly consents to the Company forwarding the such documents to the payment gateway/ payment aggregator service provider or Regulatory Authorities. The User shall indemnify the Company from and against all losses and damages suspicion in case User engages in any fraudulent, illegal or doubtful payment transactions, online selling of banned items under applicable laws, such as: Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Body parts which includes organs or other body parts; Child pornography which includes pornographic materials involving minors; Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection; Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials; Copyright infringing merchandise; Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software Products labelled as "tester," "not for retail sale," or "not intended for resale"; Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods; Products that have been altered to change the product's performance, safety specifications, or indications of use; Drugs and drug paraphernalia which includes hallucinogenic substances, illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms; Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items; Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction; Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles; Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property; Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts; Offensive goods which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred; Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals; Pyrotechnic devices (apart from the ones mentioned in the Restricted category), hazardous materials and radioactive materials and substances; Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments; Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India; Merchant who deal in websites depicting violence and extreme sexual violence; or Bestiality. The User acknowledges the Company and the payment gateway/ payment aggregator service provider reserves the right to limit or restrict any transaction size, amount and/or monthly volume at any time. For the purpose of clarity, such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on the User’s account during any time period, rejection of payment in respect transactions with a prior history of questionable charges, unusual monetary value of transaction, etc. Further, as a security measure, the Company and/ or the payment gateway/ payment aggregator service provider may at its sole discretion block any account numbers or transactions from any specific blocked or blacklisted accounts, group of internet protocol addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake. The User hereby agrees and acknowledges that the User shall be solely responsible and liable to pay all relevant taxes pursuant to usage of the payment gateway/ payment aggregator services. Notwithstanding anything contained in these Terms, the User hereby irrevocably and unconditionally confirms and agree that that the payment gateway/ payment aggregator service provider and Regulatory Authorities reserve the right to reject payments with respect to any transaction for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous transactions, chargebacks, refund, fraud, suspicious activities, authentication and authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, transaction related issues, issues in relation to where the transactions were not made in accordance with the requirements of payment gateway/ payment aggregator service provider and/ or the Regulatory Authorities. The User agrees to comply with all applicable rules, guidelines, instructions, requests and actions, etc. made by the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities. The User further acknowledges that the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities may also put limitations and restrictions on the User, at its sole discretion from time to time. In addition, the payment gateway/ payment aggregator service provider and the Company has the right to reverse/reject payments, suspend and/or terminate services, make inspections or inquiries in relation to the transaction, etc. In the event any fines, penalties or other amounts are levied by the payment gateway/ payment aggregator service provider and/or the Regulatory Authorities on the Company, then without prejudice to Company’s other rights under law, the User shall forthwith reimburse the Company an amount equal to the fines, penalties or other amount so levied or demanded. The User agrees and expressly consents to provide the Company any documentary evidence as may be required in relation to any disputes relating to rejection/ termination of transactions included any explanatory statements is support of such disputes. The User expressly consents and agrees to (a) the Company maintaining records in relation to the User’s transactions; and (b) maintaining records by itself in relation to the User’s transactions, for the purposes of inspection by the payment gateway/ payment aggregator service provider, and/or the Regulatory Authorities. The User agrees to indemnify the Company in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or chargebacks for all payment transactions initiated by the User on the Platform. In event of rejection of any payment by any payment gateway/ payment aggregator service provider and/or Regulatory Authorities and the Company shall be not responsible to collect the payment from such payment gateway/ payment aggregator service provider or bank directly and in any case shall also not have any responsibility or liability in this regard. The Users agree to comply with the KYC rules and regulations set out by the Regulatory Authorities and shall comply with the provisions of anti-money laundering laws, anti-bribery and anti-corruption adopted by India, United States of America, Office of Assets of Control, United Kingdom and United Nations. The User agrees and understands that the Company and the online payment gateway service provider reserves the right to suspend the Payment gateway/payment aggregator services to the User until such time that the User does not discontinue selling such banned/illegal products or does not conform to all applicable laws and regulations in force from time to time.