Terms & Conditions

These terms and conditions (“Terms of Use” or “Terms of Service” or “Terms”) are a computer-generated electronic record published under Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (as amended from time to time) read with Information Technology Act, 2000 (as amended from time to time) and does not require any physical or digital signatures. These Terms are legally binding and govern your use of “IndigoPe” and / or the “Platform” created, owned and operated by COMPANY NAME, a private limited company incorporated under the laws of India, having its registered office at COMPANY ADDRESS (“IndigoPe” or “Company”). Please read these Terms carefully before using the Platform and/or availing any of the Services (defined below) provided by IndigoPe through its Platform. By accessing or using the Platform or Services, you agree to be bound by these Terms and IndigoPe’s Privacy Policy. If you do not agree to be bound by these Terms and the Privacy Policy, you shall not use the Platform and Services in any manner whatsoever.These Terms are in addition to and not in derogation of any other terms stipulated by IndigoPe from time to time. In case of any conflict between these Terms and such other terms, these Terms shall prevail. Throughout these Terms, “ we ” and “ our ” shall refer to IndigoPe and “ you ” and “ your ” shall refer to you, i.e., the User (defined below) of the Platform. Both IndigoPe and the User are collectively referred to as “ Parties ” and individually referred to as “ Party ” hereof.

Notwithstanding anything contained elsewhere, IndigoPe reserves the right to modify, alter, amend, revise these Terms, update the Platform and Services at any time, without prior notice, to improve your experience on the Platform and on account of changes in Applicable Law. It is strongly recommended that you visit the Platform periodically to review the latest and updated version of the Terms. If you do not agree with any changes made by us, you may stop using the Platform and Services. Your continued access or use of the Platform or Services after such modifications/ review shall constitute your acceptance of the modifications/ reviews.

These Terms are a binding agreement between you and IndigoPe. These Terms are in addition to and not in derogation of any other terms stipulated by IndigoPe from time to time. In case of any conflict between these Terms and such other terms, these Terms will prevail. Throughout this document, we use the terms “we” and “our” to refer to IndigoPe and the terms “you” and “your” to refer to you, the User of the Platform. Both IndigoPe and the User are collectively referred to as “Parties” and singularly referred to as “Party”.

ACCEPTANCE

By accessing, signing-up and/or accepting or using the Platform or the Services in any manner whatsoever, you acknowledge that you have read these Terms and agree to be bound by them. You also acknowledge that you have read our Privacy Policy and agree to be bound by it. By accessing or using the Platform or Services, you represent that you have provided us with valid credentials which may be used to verify your identity. We reserve the right to restrict, suspend, or terminate your access to the Platform or Services, at any time without prior notice, if we believe that you are in breach of these Terms. For the security of your account and to enhance your overall experience on the Platform, we may use certain technologies to monitor your activities on the Platform. IndigoPe reserves the right to make your details available to its affiliates and partner institutions and you may be contacted by them for information and sales enquiries through e-mail, telephone and/or SMS. You agree to receive promotional materials and/or special offers from IndigoPe its affiliates and partner institutions. These promotional materials and/or special offers will be consent based and you will have the option to unsubscribe.

ELIGIBILITY

You shall register or become a User of the Platform or Services only if you are 18 years or above, and can enter into legally binding contracts as per Applicable Law. To access/use the Platform or Services, you need a valid e-mail address and Indian mobile phone number. Users who have been previously suspended or removed from availing any of the Services shall not be eligible to access/use the Platform or Services at any time. Users shall not impersonate any person or entity, or falsely state or otherwise misrepresent identity, age or affiliation with any person or entity and you may not have more than one active Account (defined below).

DEFINITIONS

For the purpose of these General Terms and Conditions, the following words and phrases shall have the meaning assigned to them under this Article.

“Applicable Law” includes all applicable Indian statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, board, recognized stock exchange, as may be applicable.

“Account” shall have the same meaning as ascribed to it under Clause 1.2 of these Terms; “Affiliate” shall mean and include any individual, entity, firm, body corporate, which directly or indirectly, controls, is controlled by, or is under common control with IndigoPe; “Applicable Law” shall mean and include reversal of any transaction made by Service Provider’s User inter alia, on account of, including but not limited to: “Chargeback” shall mean and include reversal of any transaction made by Service Provider’s User inter alia, on account of, including but not limited to:

any alleged forgery of the User’s account, card or other details pertaining to the transaction;
any charge/debit made on account or card that has been listed as a hot listed card or otherwise listed on the card association warning bulletins;
duplicate processing of the transaction;
any amount required to be refunded due to, denial of a transaction by the User / valid card holder as wrongly charged payment / extra payments and/or due to the fraudulent use / misuse of the personal and financial information of the Service Provider’s User by any unauthorized person and / or any other reason as required / approved by the concerned banks, as the case may be.

“Confidential Information” means and includes the Intellectual Property and any and all business, technical and financial information of IndigoPe or of any of its affiliates that is related to any of the arrangements contemplated in these Terms of Use or any other document in which these Terms of Use are incorporated by reference or otherwise disclosed by IndigoPe to the User any information which relates to its financial and/or business operations, including but not limited to, specifications, models, merchant lists/information samples, reports, forecasts, current or historical data, computer programs or documentation and all other technical, financial or business data, information related to its internal management, customers, products, services, anticipated products/services, processes, financial condition, employees, merchants, Intellectual Property, marketing strategies, experimental work, trade secrets, business plans, business proposals, customer contract terms and conditions, compensation/commission/ service charges payable to the User, and other valuable confidential information and materials that are customarily treated as confidential or proprietary, whether or not specifically identified as confidential or proprietary.

“Effective Date” or “Registration Date” shall mean the date of registration of account of the User on IndigoPe’s platform.

“IndigoPe Policies” shall mean and include the Terms of Use, Privacy Policy, Grievance Policy and any other such terms and conditions/policies available and updated from time to time on the IndigoPe Platform.

“Intellectual Property” shall mean all intellectual property used for the purpose of or in association with or in relation to the performance of these Terms of Use and Applicable Agreement, and includes without limitation, (a) Software, operating manuals, software code, program, instructions, specifications, processes, input methods, data or information used in relation to, or in association with, or for the operation of the software installed by the Company, (b) the trademarks, service marks, trade names, business names, logos, symbols, styles, colour combinations used by the Company during the course of its business and all depictions, derivations and representations graphics, images, content and the ‘look and feel’ of all of the above, (d) all information, data or material in whatever form, whether tangible or not, provided by the Company to the User during the course of Applicable Agreement; and (e) all techniques, formulae, patterns, compilations, processes, inventions, practices, methodology, techniques, improvement, utility model, procedures, designs, skills, technical information, notes, experimental results, service techniques, samples, specifications of the products or services, labelling specifications, rights on software, and any other knowledge or know-how of any nature whatsoever.

“KYC” or “Know Your Customer” shall mean the process prescribed under the Applicable Law to collect and authenticate the User’s personal or business identification details before offering the Services to the User.

“Services” shall mean the services provided by IndigoPe and various Service Providers to the Users utilizing the IndigoPe Platform including but not limited to banking services, non-banking services and other such services either by itself or through a Merchant.

“Service Provider” shall mean any banking and/or non-banking entity with which IndigoPe has, directly or indirectly, executed an agreement for facilitating Transactions between such entity and its customers.

“Users” shall mean individuals including all body corporates, partnerships, limited liability partnerships, etc., who are availing IndigoPe services through the IndigoPe platform.

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions govern the User’s access to the Services provided by IndigoPe:

i. INFORMATION SUPPLIED TO IndigoPe

Users agree that the information provided by the Users to IndigoPe on registration and at all other times, including payment, is true, accurate, current, and complete.

ii. SECURITY OF ACCOUNT

Users’ mobile number, Permanent Account Number (“PAN”) and e-mail shall be used to identify their Account with IndigoPe through which Services shall be dispensed (“Account”). The User is recommended to choose a strong password and Personal Identification Number (“PIN”) to protect their Account. The User shall not share their password and PIN with anyone. Neither IndigoPe nor its Service Providers, under any circumstances, will ever ask for a User’s Account password, PIN or OTP or any other Confidential Information. If a User has any reason to believe that his/her Account is no longer secure, the User shall immediately change the Account password and PIN. In case the User is unable to secure his/her Account or has sufficient reason to believe that his/her Account might be compromised, the User shall inform IndigoPe promptly.

iii. PRIVACY POLICY

All information collected from a User pursuant to provision of IndigoPe’s services, and information collected by Merchants during the performance of these Terms of Use or Applicable Agreement, is subject to IndigoPe’s Privacy Policy.

iv. RECLAIMING INACTIVE ACCOUNTS

IndigoPe reserves the right to reclaim an Account without any prior notice to the concerned User if the Account is found to be inactive. For the purpose of this clause, an Account is considered as inactive if the concerned User has not signed in and/or has not done any transaction(s) for more than six (6) consecutive months.

v. THIRD PARTY SITES, PRODUCTS AND SERVICES

IndigoPe’s Services and/or Platform may include links or references to third-party websites or services solely for User’s convenience (“ Reference Sites ”). IndigoPe has no control over the Reference Sites and does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through them. Correspondence or business dealings between Users and the concerned Reference Sites are solely between such User and the concerned Reference Site. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at the concerned User’s own risk. You acknowledge and agree that IndigoPe shall not be liable, directly, or indirectly, for any loss or damage caused or alleged to be caused by your use of or reliance on any materials, products, and services on or available through Reference Sites. It is also clarified that IndigoPe shall have no liability with respect to any acts, omissions, errors, representations, warranties, breaches, or negligence of the Reference Sites or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the Reference Sites.

vi. COMMUNICATION POLICY The User hereby accepts that:

IndigoPe may send transactional or non-transactional business communication in the form of SMS or Email or Push notifications as part of its efforts to fulfil the User’s request or service your account.

A User may continue to receive transactional and critical communication from IndigoPe even after opting out of marketing communications.

IndigoPe may send transactional or non-transactional business communication in the form of SMS or Email or Push notifications as part of its efforts to fulfil the User’s request or service your account. A User may continue to receive transactional and critical communication from IndigoPe even after opting out of marketing communications.
IndigoPe will make the best efforts to provide notifications and it shall be deemed that the User shall have received the information sent from the Company during the course of, or in relation to, using the IndigoPe Platform or availing any Services. IndigoPe shall not be under any obligation to confirm the authenticity of the person(s) receiving the alert. The User cannot hold the Company liable for non-availability of any notification service in any manner whatsoever.

vii. LIMITATION OF LIABILITY

1. In no event will IndigoPe or its directors, agents, officers, or employees be liable to a User for any special, indirect, incidental, consequential, punitive, or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) of any kind arising out of or relating to.
  - this Terms of Use or any other agreement entered by a User with IndigoPe,
  - IndigoPe’s services, the Site or any Reference site, or
  - User’s use or inability to use IndigoPe’s services, the Site or any Reference Sites, even if IndigoPe or a IndigoPe authorized representative has advised of the possibility of such damages,
  - unauthorized access to or alterations of transmissions or data, any material or data sent or received or not sent or received,
  - any transactions entered into by any third person or conduct of any other third party or any infringement of another’s rights,
  - the use of counterfeit or stolen cards, or stolen devices, or
  - fraudulent electronic transactions.
2. It shall be at the sole discretion of IndigoPe to reverse any transaction subject to approval of the concerned Service Provider. Notwithstanding the above, if any court of law finds that IndigoPe or its directors, officers, or employees, are liable to indemnify a concerned User despite the existence of this Clause 1.7, such liability shall not exceed the amount paid by the concerned User, if any, for using the portion of the IndigoPe’s services or the Site giving rise to the cause of action.
3. Users acknowledge and agree that IndigoPe has offered its products and services, set its prices, and entered into these Terms of Use and Applicable Agreement in reliance upon the warranty, disclaimers, and the limitations of liability set forth herein.
4. Users acknowledge that the warranty, disclaimers, and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between Users and IndigoPe, and that the warranty, disclaimers, and the limitations of liability set forth herein form an essential basis of the bargain between Users and IndigoPe. IndigoPe would not be able to provide the services to Users on an economically reasonable basis without these limitations.
5. Users understand that IndigoPe or the Service Providers may reject authentication and/or authorization of transaction placed by Users for any reason including but not limited to insufficient funds, incorrect authentication details provided, expired card/bank account, risk management, suspicion of fraudulent transactions, selling of restricted or banned items, use of compromised cards or bank account numbers, use of banned/blacklisted cards or bank account numbers, use of suspicious API or in accordance with the regulator, Issuing, Acquiring Institution and/or Card Network rules, guidelines, regulations, etc. and any other laws, rules, regulations, guidelines in force in India.
6. User further acknowledge that as a security measure IndigoPe and/or the Service Providers may at our sole discretion, permanently or temporarily, block any card number, account numbers, group of cards or transactions from any specific blocked or blacklisted cards / accounts, specific, group of IP addresses, devices, geographic locations and / or any such risk mitigation measures it wishes to undertake.
7. As a risk management tool, IndigoPe and/or the Service Providers reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. IndigoPe will consider a variety of factors in making a decision and such determination will be at our sole discretion.

viii. FRAUDULENT TRANSACTIONS

1. If IndigoPe is intimated, by the bank, that a customer has reported an unauthorized debit/chargeback of the customer’s Payment Instrument (“Fraudulent Transaction”), the User shall be notified by IndigoPe. The User shall be entitled to furnish documents and information pertaining to the Transaction associated with the Chargeback within one (1) day (or such other period specified by the bank).

2. The User agrees and acknowledges that

if the User is unable to furnish Chargeback Documents
the bank is not satisfied with the Chargeback documents furnished by the User, then the bank shall be entitled to order the IndigoPe to affect a reversal of the debit of the Chargeback Amount associated with the Chargeback such that the said chargeback amount is credited to the customer’s Payment Instrument.

3. IndigoPe shall also be entitled to suspend the settlement of the amount under dispute or hold the value of transaction under dispute from following the settlement of the transaction during the pendency of inquiries, investigations and resolution thereof by the Service Providers to the User.

4. Pursuant to clause 1.8 (ii) above, if the amount in respect of the Fraudulent Transaction has already been settled to the User, any dispute arising in relation to the said Fraudulent Transaction, shall be resolved in accordance with the notifications, circulars and guidelines issued by the regulators or Service Providers in this regard from time to time.

5. The User also agrees and acknowledges that it is liable to pay fines, penalties and charges imposed by the Banks, card payment networks or any regulatory authority on account of Transactions that are in violation of Applicable Law.

6. The User further agrees and acknowledges that following IndigoPe incurring the charge stipulated in clause 1.8(iii), if the available Transaction Amounts are insufficient for deduction of the Chargeback Amount, then IndigoPe is entitled to issue a debit note seeking reimbursement of the Chargeback Amount from the User. The User shall reimburse the Chargeback Amount within three (3) working days of receipt of the debit note.

7. The Parties hereto agree that any payment instructions for Transactions accepted by the User as per the terms hereof which are subsequently disputed due to (a) the authorization by the User of any Transaction with an amount exceeding the User’s account balance or credit limit, or (b) the authorization by the User of a fraudulent Transaction, shall always be the liability and responsibility of User.

8. The User hereby acknowledges and agrees that IndigoPe is a facilitator for payment processing services which are requested by Users and IndigoPe shall not be responsible for any unauthorized transaction done by any person including third party and amounting to infringement of another’s rights or any chargebacks claimed by the customers. It will be the responsibility of Users to ensure due protection while transacting online or otherwise. IndigoPe will assist the Users in settling any queries related to the Services that arise between the Users, and its customers. However, IndigoPe shall bear no responsibility with respect to the dispute or query related to payment made by the customers to the Users.

ix. SECURITY OF YOUR ACCOUNT

1. The User shall comply with the provisions contained in the Information Technology Act, 2000 and the statutory rules framed there under, from time to time, in so far as the same has application to its operations in accordance with these Terms of Use, and also with all other Laws, rules and regulations, whether already in force or which may be enacted from time to time, pertaining to data security and management, data storage, sharing and data protection, and various rules, regulation and provisions as may be applicable, as and when the same is enacted into a law and comes into force, and shall ensure the same level of compliance by all its employees.
2. The User confirms and certifies that it shall not engage in any act that violate any laws and regulations. It shall also ensure that the financial data or any other information of the customers received by the User are stored in a system only in India. This data shall include full end to end transaction details / information collected / carried / processed as part of the message / payment instructions. The User also acknowledges and agrees that the account balance maintained by the Users on IndigoPe Platform shall be non-interest bearing and shall be forfeited by IndigoPe if found lying unused for more than 365 days.

x. USER’S REPRESENTATIONS AND WARRANTIES

The User represents and warrants that:

1. it has had a full and adequate opportunity to read and review these Terms of Use and had sufficient time to evaluate and investigate the provision of services under the Applicable Agreement and the financial requirements and risks associated with the same.
2. it shall immediately intimate IndigoPe of any violation or potential violation of these Terms of Use or of other circumstances that may cause damage to the goodwill and reputation of IndigoPe,
3. it shall be responsible to obtain any and all consents and approvals that are required from regulatory or governmental authorities, including any consent from customers required to transfer data to the User and/or the IndigoPe Platform, as the case may be, in accordance with Applicable Law,
4. it shall be solely responsible for and hereby undertakes to strictly comply with Privacy Policy, and Applicable Law having jurisdiction in any manner whatsoever in connection with discharge of its duties under the Applicable Agreement, including but not limited to data protection, security, piracy, and directions issued by the regulators relating to payment data, and shall obtain and maintain in full force and effect all registrations required under Applicable Law for the operation of the business in terms of the Applicable Agreement, and
5. it shall not access (or attempt to access) the website and the Products by any means other than through the interface that is provided by IndigoPe. It shall not use any deep-link, page scrape, robot, spider or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the IndigoPe Platform, or in any way reproduce or circumvent the navigational structure or presentation of the platform, without IndigoPe’s express prior written consent.
6. it shall not attempt to gain unauthorized access to any portion or feature of the Platform, or any other systems or networks connected to the Platform or to any server, computer, network, or to any of the services offered on or through the Platform, by hacking, password “mining” or any other illegitimate means.
7. it shall inform the Company in case Income Tax Return is not filed by the User as per sec 139(1) of Income Tax Act, 1961 for the previous financial years starting from FY 2018-19 and undertake to indemnify and keep indemnified IndigoPe against any and all losses, claims, liabilities, costs, taxes, interest, penalties imposed by any government and regulatory authority for non-complying with Section 206AB or any other provisions of Income Tax Act, 1961. The User also agrees that in case of any non-compliance as per the above-mentioned section the Company shall recover the TDS amount from the User along with interest and penalty.

xi. INDEMNIFICATION

User agrees to indemnify, save, and hold IndigoPe, its affiliates, contractors, employees, officers, directors, agents and its third-party suppliers, licensors, and partners harmless from any and all claims, demands, actions, suits which may be threatened or brought against IndigoPe, and also against all losses, damages, liabilities, costs, charges and expenses, including without limitation, legal fees and expenses arising out of or related to:

Users’ use or misuse of IndigoPe’s services or of the Site/application
any violation by the User of Terms of Use or Applicable Agreement,
any breach of representations, warranties and covenants made by the User in these Terms of Use, or Applicable Agreement,
any claim or legal notice or quasi-legal proceedings to which IndigoPe may be required to become party or to which IndigoPe may be subjected by any person including any governmental authority, by reason of breach of any Applicable Law,
due to failure of a User to obtain any required statutory or regulatory approval necessary for the performance of its obligations in the Applicable Agreement with IndigoPe,
all liability, claims, damages, costs, expenses suffered or incurred by IndigoPe as a result of any act or violation by User under Section 269ST of the Income Tax Act, 1961 while acting as collection agent of the Company.
IndigoPe reserves the right, at User’s expense, to assume the exclusive defense and control of any matter, including rights to settle, for which concerned User is required to indemnify IndigoPe. The User agrees to cooperate with IndigoPe’s defense and settlement of these claims. IndigoPe will use reasonable efforts to notify the User of any claim, action, or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it.

xii. DISCLAIMER

To the fullest extent permissible pursuant to Applicable Law, IndigoPe and its officers, directors, employees, and agents disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by a User from IndigoPe or through IndigoPe’s services or the Site will create any warranty not expressly stated herein. IndigoPe does not authorize anyone to make any warranty on its behalf and Users should not rely on any such statement. Users acknowledge that IndigoPe is a reseller and is not liable for any third-party seller’s obligations. It is User’s responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, merchandise and other information provided through the Site or on the internet generally. IndigoPe does not warrant that its services will be uninterrupted, or free of errors, viruses or other harmful components, and that any of the foregoing defects will be corrected. IndigoPe’s services and the Site and any data, information, third party software, Reference Sites, or Software made available in conjunction with or through its services and the Site are provided on an “as is” and “as available”, “with all faults” basis and without warranties or representations of any kind either express or implied. IndigoPe and its third-party suppliers, licensors, and partners do not warrant or make any representations regarding the use or the results of the use of IndigoPe’s services, the Site or any Reference Sites in terms of correctness, accuracy, reliability, or otherwise.

xiii. INTELLECTUAL PROPERTY

1. IndigoPe’s services and the Site are owned and operated by IndigoPe and/or third-party licensors. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services, and all other elements of IndigoPe’s services and the Site provided by IndigoPe (the “Materials”) are protected by Applicable Law. As between User and IndigoPe, all Materials and IndigoPe’s Intellectual Property are the property of IndigoPe and/or third-party licensors or suppliers. User agrees not to remove, obscure, or alter IndigoPe or any third party’s copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through IndigoPe’s services. Except as expressly authorized by IndigoPe, the User agrees not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials or IndigoPe’s Intellectual Property.
2. Parties do not accrue any rights or interest in the other Party’s Intellectual Property and use of any Intellectual Property by either Party shall be strictly for the fulfilment of and in compliance with the terms of the agreement between the Parties.
3. The Parties undertake that they shall not, nor will they allow others to, reverse engineer or disassemble any parts of the other’s Intellectual Property.
4. If Users’ have comments regarding IndigoPe’s services and the Site or ideas on how to improve it, please write to our 24×7 Helpdesk at help@IndigoPe.in. Please note that by doing so, concerned User hereby irrevocably assign to IndigoPe, and shall assign to IndigoPe, all right, title and interest in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. The concerned User agrees to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.
5. The User undertakes that:
  - they shall use the Intellectual Property solely for discharge of their duties under the Applicable Agreement,
  - they shall use Intellectual Property of other party only in the form and manner stipulated by such other party,
  - they shall seek prior written consent from other party for use of such party’s Intellectual Property which is not previously provided for by such Party,
  - they shall bring to other party’s notice all cases concerning such party’s Intellectual Property’s (a) infringement, (b) passing off, (c) registration, or (d) attempted registration,
  - they shall render to other party all assistance in connection with any matter pertaining to the protection of such party’s Intellectual Property whether in courts, before administrative agencies, or otherwise,
  - they shall refrain from taking any action which shall or may impair other party’s right, title or interest in the Intellectual Property, or create any right, title or interest therein or thereto, adverse to that of the other party,
  - they shall not use or permit to be used the Intellectual Property by any unauthorized person, and
  - they shall not misuse the Intellectual Property or use it together with any other mark or marks.

xiv. MODIFICATION

IndigoPe reserves the right to change, modify, add, or remove these Terms of Use, either in its entirety or a part thereof (each, a “change”) at any time by posting a notification to the Site or otherwise communicating the notification to Users. The changes will become effective, and shall be deemed accepted by Users, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to payment transactions initiated after the posting date. If Users do not agree with any such modification, Users sole and exclusive remedy is to terminate their use of the Services.

xv. CONFIDENTIALITY

1. The User shall keep Confidential Information as confidential. The User confirms that it shall protect Confidential Information with such security, confidentiality and degree of utmost care as it would prudently apply to its own confidential information and use it solely in connection with the transaction to which the Confidential Information relates. The User acknowledges and agrees that it is aware of the sensitivity & secrecy involved in keeping the customer data/information and transaction records and shall ensure that neither the User nor their employees, directors etc. will do any act to violate the same.
2. Notwithstanding anything contained in this Clause 1.15, Confidential Information shall exclude any information; a) which is already in the possession of the receiving Party and not subject to any other duty of confidentiality, b) that is at the date hereof, or subsequently becomes, public otherwise than by reason of a breach by the receiving Party of these Terms of Use, c) Information that becomes legally available to the receiving Party and/or its affiliates or professional advisors on a non-confidential basis from any third party, the disclosure of which does not, to the knowledge of that Party, violate any contractual or legal obligation which such third party has to the other Party with respect to such information, and d) Information that is independently acquired or developed by the receiving Party and/or its affiliates or professional advisors.
3. The User hereby agrees that it shall not disclose any Confidential Information received by it without the prior written consent of the Company to any third party at any time. Provided however, that either Party may make the following disclosures for which no consent shall be required from the other Party:
  - Disclosures to its directors, officers, employees, affiliates / subsidiaries / group / holding companies, third party service providers and any employees thereof that it reasonable determines need to receive the Confidential Information;
  - Disclosures to its legal and other professional advisers, instructed by it that it reasonably determines need to receive the Confidential Information; or
  - Disclosures to any person to whom it is required by law or any applicable regulatory, supervisory, judicial or governmental order, to disclose such information, or at the request of any regulatory or supervisory or judicial or government authority.

xvi. TERMINATION

1. IndigoPe reserves the right to suspend or terminate the User’s access to IndigoPe Platform and Services without prior notice and without any liability to the User or any third party, in the event,
  - the User is in a breach of these Terms of Use or any IndigoPe Policies;
  - the User is engaged or is suspected to engage in any restricted, illegal, fraudulent or abusive activity;
  - the User provides any information which is incomplete, inaccurate or false or IndigoPe has reason to believe that such information is incomplete, inaccurate or false.
2. Any suspension/termination of the User’s access to IndigoPe Platform and Services shall be without prejudice to IndigoPe’s right to exercise any other remedy available to it under the applicable law.

xvii. GOVERNING LAW AND DISPUTE RESOLUTION

This Terms of Use shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law provisions and the exclusive jurisdiction of competent courts in New Delhi, India.

xviii. FORCE MAJEURE

IndigoPe shall not be liable for failure to perform its obligations under these Terms of Use to the extent such failure is due to causes beyond its reasonable control. In the event of a force majeure, the Company if unable to perform shall notify the User in writing of the events creating the force majeure and the performance obligations of the Company will be extended by a period of time equal to the length of the delay caused by force majeure; provided that if any such delay exceeds ninety days, then following such ninety day period, either Party hereto may terminate the unperformed portions of these Terms of Use on ten days prior written notice to the other Party. For the purposes of these Terms of Use, force majeure events shall include, but not be limited to, acts of God, failures or disruptions, orders or restrictions, war or warlike conditions, hostilities, sanctions, mobilizations, blockades, embargoes, detentions, revolutions, riots, looting, strikes, stoppages of labour, lockouts or other labour troubles, earthquakes, fires or accidents and epidemics and/or pandemics.

xix. MISCELLANEOUS

1. SEVERABILITY: If any provision of this Terms of Use is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Terms of Use to the minimum extent required, and the remaining provisions will remain valid and enforceable.
2. ASSIGNMENT: These Terms of Use and any rights granted hereunder, shall not be assignable by the User, but may be assigned by IndigoPe without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.
3. HEADINGS: The heading references herein are for convenience purposes only, do not constitute a part of these Terms of Use, and will not be deemed to limit or affect any of the provisions hereof.
4. NOTICE: IndigoPe may provide Users with notices and communications by email, regular mail, or posts on the IndigoPe website(s) or by any other reasonable means. Except as otherwise set forth herein, notice to IndigoPe must be sent by courier or registered post to the Legal Department, IndigoPe India Limited, 1st Floor, B1/A5, Mohan Cooperative Industrial Estate, New Delhi – 110044, India.
5. WAIVER: The failure of IndigoPe to exercise or enforce any right or provision of these Terms of Use will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Use will be effective only if in writing and signed by IndigoPe.
6. RELATIONSHIP BETWEEN THE PARTIES:The Terms of Use are not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, agency or formal business organization of any kind. IndigoPe and the User shall be independent contractors with each other for all purposes at all times and neither Party shall act as or hold itself out as an agent or representative of the other Party nor shall create or attempt to create liabilities for the other Party by acting or holding itself out as such.