Checkout Terms & Conditions

Last Updated: 01/04/2023 (Version 1.1)
These Terms and Conditions (“Terms”) govern the access or use by you (“Channel Partner”, “you”, “your”) of the Services (defined below) provided by Rupifi Technology Solutions Private Limited (“Rupifi”, “we”, “us” or “our”), a company established under the laws of India, having its registered office at N-138 LGF Panchsheel Park South Delhi South Delhi, 110017. Please read these Terms carefully before accessing or using the Services. These Terms also include our privacy policy, available at (“Privacy Policy”). Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Rupifi. If you do not agree to these Terms, you may not access or use the Services.

1.1Applicable Law” means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, by-law, permits, licences, approvals, consents, authorisations, government approvals, directives, guidelines, requirements or other government restrictions, or any similar form of decision of, or determination by, or any interpretation, policy or administration, having the force of law of any of the foregoing, by any regulatory authority, whether in effect as on the date of you agreeing to be bound by these Terms or at any time after.

1.2Authority” means any judicial or quasi-judicial authority or any regulatory, statutory authority of any such territory where Services are being offered.

1.3 “Channel Partner Platform” means the application and the website operated by the Channel Partner. 

1.4 “End-Customer” means any Person who avails the goods and/or services made available by the Channel Partner.

1.5 “End-Customer Data” means such data of the End-Customer, including but not limited to any personally identifiable data that is collected by Rupifi in relation to the Services. 

1.6 “Information Security Incident” means any actual or reasonably suspected (a) loss or theft of any information; or (b) unauthorized processing, loss, use, disclosure, or acquisition of, of or access to, any information; or (c) unauthorized access to or use of, inability to access, systems that reasonably may compromise the privacy or confidentiality of the information or (d) any cyber security incident specified under the Directions under sub-section (6) of section 70B of the Information Technology Act, 2000 relating to information security practices, procedure, prevention, response and reporting of cyber incidents for Safe & Trusted Internet or any other applicable privacy and data protection requirements.

1.7 “Partner Lender” shall include all such financial institutions, banks, non-banking financial companies, and other entities whom Rupifi has partnered with.

1.8Partner Payment Aggregator” means the payment aggregator that Rupifi has existing partnership with and which shall handle Transaction Amounts for onward settlement to the Channel Partner.

1.9 “Partner Services” shall mean the services extended by Partner Lender to the End-Customers.

1.10Payment System Provider” means payment instrument issuers, payment acquirers and payment system operators

1.11Person” includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organisation, a joint stock company, a bank, a non-banking financial company or other entity or organisation, including a government or political subdivision, an agency or instrumentality thereof, and/or any other legal entity.

1.12Services” means such services as set out under clause 4.1 of these Terms.

1.13Transaction” means an order whereby the Transaction Amount is paid by the End-Customer to the Channel Partner;

1.14Transaction Amount” shall mean the amount paid by the Channel Partner in connection with Transaction

You represent and warrant that you (a) have full legal capacity and authority to agree and be bound to these Terms, (b) are eighteen years of age or older, (c) are an Indian resident, and (d) if you represent an entity, organisation, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organisation, or legal person to these Terms.
3.1 You may be required to undertake certain underwriting processes with us in order to avail the Services. In this regard, we may, at our discretion or under the instructions of our Partner Payment Aggregator, require you to upload documents and information (“Underwriting Documents”) that may be necessary to ascertain your eligibility to avail the Services, including Payment Aggregation Services (as defined below).

3.2 You authorise us, and any third-party service provider we may engage with, to process Underwriting Documents and ascertain your eligibility to avail the Services. Any processing that we undertake shall be in accordance with our Privacy Policy. You agree that such processing may be subject to additional terms of service in the event a third-party processes information under this clause.

3.3 Further, during the Term we reserve the right to seek any additional information, data, or documentation (collectively, “Additional Information”) is required to determine your eligibility to avail the Services or for the continued use of Services, you agree to share such Additional Information promptly upon request, and further authorise us to process such Additional Information.

3.4 You agree and warrant to provide true, complete, and up-to-date Underwriting Documents and Additional Information. If we, at our sole discretion, determine that the information provided by you is unreliable or appears to be fraudulent or deficient, then we reserve the right to not provide you with any or all the Services. If we discover any deficiency in the information provided by you on a later date, then we may suspend your use of the Services and the Partner Payment Aggregator reserves the right to (i) facilitate the processing of all pending Transaction Amounts to you; or (ii) return the Transaction Amounts to the End-Customer; or (iii) hold on to the Transaction Amounts for further investigation.
The Channel Partner hereby agrees to avail the services as detailed under Schedule I (“Services”).
5.1 Right to store and share information
You provide consent for Rupifi to be able to share with its Partner Lenders, Partner Payment Aggregator, Payment System Providers, and other third-party service providers the access to any information, including but not limited to End-Customer Data, shared by you with Rupifi in order to provide the Services.

b. You hereby agree that Rupifi may share any information received by us under this clause with the Authorities if considered necessary in our sole opinion or as and when requested by them.

c. In the event we suspect your involvement in any fraudulent activity, unauthorised activity, illegal activity, or any such activity which constitutes a breach of these Terms, you agree that we may undertake such actions against you, as permitted under Applicable Law. Further, we reserve the right to inform any Authority of the same.

d. You agree that we may store and retain any information received by us pursuant to these Terms and shall have a right to retain such information even upon the termination of this Agreement.

5.2 Right to charge Fee
The fee payable by the Channel Partner shall be separately agreed under the Channel Partner agreement executed between Rupifi and the Channel Partner.

5.3 Right to suspend Services
You hereby agree and acknowledge that Rupifi shall be entitled to suspend Services to the Channel Partner in the event of the following:

a. The Channel Partner, in Rupifi’s opinion, breaches any clause of these Terms or any other agreement it may have with Rupifi;

b.The Channel Partner facilitates any Transaction which is unlawful or has potential to be unlawful;

c. Rupifi receives instructions from any Authority to suspend the Services or part thereof;

d. The Channel Partner uses the Services for any Transactions which have a high-risk score as per Rupifi’s, Partner Payment Aggregator’s, or Partner Lender’s internal fraud assessment tools and other policies;

e. Rupifi, the Partner Payment Aggregator or the Partner Lender is of the opinion that there are suspicious circumstances surrounding the Channel Partner’s activities;

f. Rupifi, the Partner Payment Aggregator or any of the Partner Lenders is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to the Channel Partner’s use of Services;

g. The products/services sold by the Channel Partner infringe, or are suspected of infringing, violating or misappropriating, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or in the event such products and/or Channel Partner is suspected of selling counterfeit and/or knock-off services/goods;

h. The Channel Partner materially changes the type of the products/ services provided to End-Customers and as declared on the onboarding form, without obtaining Rupifi’s prior written permission to use the Services for the new or changed types of services/ products, or it is discovered by Rupifi that the Channel Partner provided substantially misleading and/or false information about the products/ services sold by the Channel Partner as part of the onboarding activities;

i. Rupifi in its sole discretion determines that the Channel Partner’s activities reflect negatively on the brand or reputation of Rupifi or any of its third-party partners;

j. Rupifi in its sole discretion determines that the Channel Partner’s activities expose Rupifi to risks which are unacceptable to Rupifi; or
6.1 All data that we collect in order to provide you the Services shall be governed in accordance with our Privacy Policy. 

6.2 All data pertaining to the information available on the Dashboard, your Account, your usage of the Services, shall be backed up by us and you authorise us to store and share the back-ups with the Authorities, if so required. 

6.3 We may use information and data pertaining to your use of the Services for analytics, trends identification, and purposes of statistics to further enhance the effectiveness of the Services and efficiency of the Channel Partner Platform.
7.1. General roles and responsibilities:
a. All information that you provide in relation to the Services should be complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while you avail the Services.

b. During the Term and thereafter, you agree that you will not disparage us or any of our affiliates in any way which could adversely affect our or any of our affiliates' goodwill, reputation and business relationships with the public generally, or with any of our third-party partners, customers, suppliers or employees.

c. You shall extend all cooperation to us, in our defence of any proceedings that may be initiated against us due to a breach of your obligations or covenants under these Terms.

d. You agree that you shall promptly, and in no event, later than 3 (three) days from the date of change, provide us details regarding any changes in the ownership/control/management, business type, legal name, contact information, bank account, and any other changes that would affect the provision of Services.

e. By agreeing to these Terms, you assert that you are not in the business of selling goods and services mentioned under Schedule II. In case you do, you are not qualified to avail the Services. You further represent and warrant that the End-Customers are not engaged and shall not be in the business of selling goods and services mentioned under Schedule Il during the Term.

f. The Channel Partner shall abide by all the Applicable Laws, including the rules, regulations, guidelines, notifications, and circulars issued by the Reserve Bank of India ("RBI") from time to time.

g. The Channel Partner shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or affiliates.

h. The Channel Partner's use of Services should not facilitate any activity which is unlawful, is carried on with the intent to defraud, or is likely to result in unjust enrichment of the Channel Partner or any third parties, including its affiliates.

i. The Channel Partner agrees that it shall be solely responsible for sorting or handling of any complaints received against the Channel Partner.

j. Its use of Services does not facilitate the offer, sale and purchase of products and/or services enumerated in Schedule Il of these Terms.

k. In order to avail the Services, the Channel Partner shall take all necessary steps to facilitate the integration of Rupifi's solutions with the Channel Partner Platform, if applicable. if It is hereby clarified that in the event of any Server to Server (S2S) integration, if done, it shall be solely for the purpose of the Channel Partner using, availing or accessing the Services. Notwithstanding anything to the contrary contained herein, Rupifi shall have the right to conduct periodic audits on the Channel Partner to confirm compliance.

l. The Channel Partner shall ensure that all Transactions, payments, and expenses related to the Services, including without limitation, the Transactions undertaken by End-Customers on or through the Channel Partner Platform are:
i. fairly and accurately recorded, in reasonable detail, in its books and records; and
ii. evidenced and supported by complete and accurate documentation as may be required by Rupifi, including but not limited to invoices and receipts, which shall be maintained at all times and shall be made available to Rupifi upon notice for review (even after termination of the Terms).

m. The Channel Partner shall setup a comprehensive customer grievance redressal mechanism which provides the procedure for addressing complaints received from the End-Customers of the Channel Partner and shall include the details of the person designated by the Channel Partner for handling such End-Customer complaints. It is clarified that such customer grievance redressal mechanism shall provide the facility to the End-Customers for registering their complaints over phone, email, or any other electronic means. The Channel Partner shall respond to such grievances or complaints received from their End-Customers within a period of 5 (five) business days from the date of receiving such grievance or complaint.

n. Should the Channel Partner experience an Information Security Incident, it shall notify Rupifi within one (1) hour of observing, identifying, having information that would ought to have enabled it to identify, or being informed of an Information Security Incident and provide all information and assistance necessary to enable Rupifi to comply with its obligations under privacy and data protection requirements. In particular, such notice shall summarise in reasonable detail the effect on the Parties, and the Terms, and if known, all details of the Information Security Incident and the corrective action taken or to be taken by the Channel Partner. The Channel Partner shall promptly take all necessary and advisable corrective actions (at its sole cost and expense) and shall cooperate fully with Rupifi in all reasonable and lawful efforts to investigate, prevent, mitigate, or rectify such Information Security Incident. The Channel Partner shall collect, preserve, and document all evidence regarding the discovery and cause of, and vulnerabilities, response, remedial actions, and impact, related to the Information Security Incident, and shall provide such documentation to Rupifi upon request.

o. You shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, you may not:
i. infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;
ii. except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from, or licence the Services;
ili. use the Services to transmit any data or send or upload any material that contains viruses, trojan horses, worms, timebombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;
iv. use any robot, spider, other automated device, or manual process to monitor or copy the App or Services or any portion thereof;
v. engage in the systematic retrieval of content from the Rupifi solution to create or compile, directly or indirectly, a collection, compilation, database, or directory;
vi. use the Services in any unlawful manner, for fraudulent or malicious activities, or in any manner inconsistent with these Terms; or
vii. violate Applicable Laws in any manner.

7.2. Roles and responsibilities specifically in relation to the Payment Gateway and Checkout Services and Payment Aggregation Services (if applicable):

You shall remain compliant with data security standards and best practices, including but not limited to PCI-DSS, PA-DSS, latest encryption standards, transport channel security.

b. You agree that you are allowed to store the payment data of the End-Customers only in You agree accordance with the Applicable Laws, including but not limited to the tokenisation guidelines issued by the RBI.

c. You shall ensure that the End-Customer Data and any data in relation to end-to-end transaction details and information pertaining to the Transaction that is gathered % transmitted / processed as part of a payment message / instruction, including but not limited to Name, Mobile Number, email, Aadhaar Number, PAN number, etc. of the End-Customer, as applicable; payment sensitive data (customer and beneficiary account details); payment credentials (OTP, PIN, Passwords, etc.); and, transaction data (originating & destination system information, transaction reference, timestamp, amount, etc.) shall be stored only in India. In case the processing is done abroad, the data (as mentioned above) should be deleted from the systems abroad and brought back India not later than the 1 (one) business day or 24 (twenty four) hours from payment processing, whichever is earlier.

d. You shall:
i. provide a complete description of its goods or services.
ii. provide sufficient details of their return, refund, and cancellation policy clearly to inform the End-Customers of their rights and responsibilities, for example, in case they need to return goods
iii. if you has a limited or no refund policy, clearly communicate to the End-Customers of the same before the purchase decision is made, to prevent misunderstanding and disputes

7.3. Roles and responsibilities specifically in relation to the BNPL Services (if applicable):

The Channel Partner shall provide Rupifi with End-Customer Data in order to enable Rupifi to provide the BNPL Service.

b. The Channel Partner shall establish, service and maintain the link as provided by Rupifi for allowing the End-Customers to avail the 'Pay by Rupifi' option with the same due diligence, care and prudence as it applies to its website, computer, data storage, and transmission systems, but in no case, less than reasonable due diligence, care and prudence.

c. The Channel Partner shall comply with all the Applicable Laws, in relation to collection, storage, and transfer of the End-Customer Data to Rupifi to allow Rupifi to use and further transfer such End-Customer Data to the Partner Lender.

d. The Channel Partner shall report to Rupifi promptly of any change in the End-Customer Data as previously transferred to Rupifi, as soon as the Channel Partner becomes aware of such change, however no later than 3 (three) days.

e. In case an End-Customer defaults with respect to the repayment obligations in relation to the Partner Services, the Channel Partner shall, upon receiving a notice from Rupifi, deregister such End-Customer, prohibit such End-Customer from using the Partner Services and/or transacting on the Channel Partner Platform, or block further purchases from such End-Customer, and provide such other support and collection services as requested by Rupifi from time-to-time, till such End-Customer repays the loan amount.

f. The Channel Partner shall provide all such support to Rupifi as required by Rupifi from time to time in relation to onboarding the End-Customers with the Partner Lenders.

g. The Channel Partner shall be completely liable and responsible to display such terms and conditions and information in relation to the BNPL Services to the End-Customer as Rupifi may require from time to time, including but not limited to the fact that the Partner Services opted to be availed by the End-Customer through Rupifi is a short-term loan and that the End-Customer is solely responsible for the repayment of the loan to the Partner Lender even if there is a termination or cancellation of relationship between the End-Customer and the Channel Partner.

h. In the event that Channel Partner is required either under the Applicable Law or under the order of an Authority to suspend, blacklist, ban or prevent an End-Customer from using the services of the Channel Partner, it shall inform Rupifi within 2 (two) hours, providing reasonable details of the same.

i. The Channel Partner shall ensure that there is no automatic increase in the credit limit of the loan of the End-Customer. The Channel Partner shall obtain explicit consent of the End-Customers before any increase in the credit limit of their loan.

j. Channel Partner shall not delete, remove, obscure or modify the End-Customer Data in any way prior to its transfer to Rupifi. The Channel Partner shall transmit the End-Customer Data of the End-Customers interested in availing the BNPL Services to Rupifi on an "as is" basis without any changes in substance of the End-Customer Data. In case of any accidental tampering with the End-Customer Data, the Channel Partner shall report to Rupifi promptly as soon as the Channel Partner becomes aware, however no later than 3 (three) days. In such case, the Channel Partner shall provide all reasonable support to Rupifi in retrieving / procuring the accurate End-Customer Data.

k. The Channel Partner agrees that it shall not connect the End-Customer, who has initiated the process or provided the requisite documentation for availing the 'Pay by Rupifi' option through Rupifi, with such financial institutions which are not Partner Lenders. Once either the loan/line of credit is approved by the Partner Lender and so communicated to the End-Customer and the Channel Partner, Channel Partner shall not share the End-Customer Data of such End-Customer with any other financial institutions not being Partner Lenders either directly or through a third-party platform in the business of providing 'buy now pay later' options.

I. The Channel Partner agrees to only use the marketing and sales material provided by Rupifi in connection with the 'Pay by Rupifi' option and BNPL Services. The Channel Partner shall provide Rupifi access to any marketing material not provided by Rupifi and shall seek a prior written consent of Rupifi before using such marketing material in connection with the 'Pay by Rupifi' option and BNPL Services.

m. The Channel Partner shall manage all claims and disputes raised by the End-Customers in relation to the Channel Partner services availed by the End-Customer. In the event, any dispute between the Channel Partner and a End-Customer is not resolved within 30 (thirty) days, the disputed amount may be deducted from any future disbursement to the Channel Partner by the Partner Lender. The Channel Partner shall also be under the obligation to reimburse any disputed amount to Rupifi in case of any such request raised by Rupifi.

n. The Channel Partner shall notify to Rupifi the fulfilment date of the orders within 14 (fourteen) days from the date of such order. Any details of an order shared by the Channel Partner with Rupifi post 14 (fourteen) days from the date of the order shall not be accepted in Rupifi's system for any purposes under these Terms.
You hereby represent and warrant that:

a. You are duly incorporated or established under the laws of India and have all the requisite power and authority to own and operate your business.

b. The execution and performance of these Terms has been authorized by all necessary corporate actions.

c. The use of the Services shall not be in contravention of Applicable Laws.

d. You are not engaged and shall not engage in undertaking any business mentioned under Schedule I.

e. As of the date of signing the Terms and throughout the Term, the Channel Partner declares that the Channel Partner, its affiliates and/ or its Beneficial Owner are not a Politically Exposed Person. The Channel Partner shall forthwith inform Rupifi in writing if this declaration becomes untrue during the Term. Capitalised terms used in this clause but not defined in these Terms shall have the meaning ascribed to them in the extant Master Directions- Know Your Channel Partner (KYC) issued by the Reserve Bank of India.
9.1. The Channel Partner acknowledges that the Services are of complex nature and require the intervention and assistance of a number of parties including the Partner Payment Aggregator and other Payment System Providers. Therefore, the Channel Partner acknowledges that it shall not hold Rupifi liable for acts or omissions which are attributable to such other third-party service providers involved in rendering the Services.

9.2. The Parties agree that Rupifi shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of the products or services sold by the Channel Partner. Such services shall be the sole responsibility of the Channel Partner and the Channel Partner shall bear any and all expenses and/or costs relating thereto.

9.3. In the event that the payment is in respect of a purchase of product by the End-Customer, Rupifi and the Partner Payment Aggregator do not hold the responsibility to ensure that the purchased products have been duly delivered. The Channel Partner agrees and acknowledges that it is the Channel Partner's sole responsibility to ensure that the product purchased by the End-Customer has been duly delivered.

9.4. You hereby agree that any purchase or payment done/received from/by you is a sole agreement between the End-Customer and you. Rupifi and the Partner Payment Aggregator are merely intermediaries and are not a party to, nor shall be held responsible for any goods/services, authentication or logistical support corresponding to a Transaction.

9.5. You fully understand that Services are provided to you strictly on a non-exclusive basis and therefore nothing contained herein shall prohibit Rupifi, the Partner Payment Aggregator or any of the Partner Lenders from rendering similar services to others, including your competitors.

9.6. The Channel Partner acknowledges and confirms that Rupifi is merely an introducing party engaged in connecting the End-Customers to Partner Lenders. Nothing in this Agreement means or implies to mean that Rupifi is engaged in any activity / business relating to Partner Services.

9.7. Rupifi shall not be liable for any mistake or misuse of the Services by either you or by any person authorized by you, or by any person gaining access to the Services through you.

9.8. You agree and understand that Rupifi shall not be involved in the handling of any monies while providing the Services. Accordingly, Rupifi does not guarantee or assume any liability for Transactions authorized and completed which may later be reversed or disputed or charged back. Accordingly, the Channel Partner shall not hold Rupifi responsible for any delays or non-settlement in this regard.

9.9. The Services and other products, information and materials provided by Rupifi are provided "as is". Rupifi specifically disclaims all warranties of merchantability, fitness for a particular purpose, a title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice in respect to the same. Without limiting the foregoing, Rupifi makes no warranty of any kind that the Services or any products or results of the use thereof, will meet your or other persons' requirements, operate without interruption, achieve any intended result, be compatible or work with any software, systems or other services, be secure, accurate, complete, free of harmful code or error free.

9.10. The Channel Partner agrees that it shall be the Channel Partner's sole responsibility to ensure the correctness of any communication, information, instruction or any other inputs which is required to use the Service. Rupifi shall not be liable in the event the information provided by the Channel Partner is incorrect.

9.11. You understand that we shall in no manner be held liable for any unauthorised use of the Service through your Account due to unauthorised access including but not limited to hacking and security breaches.

9.12. You understand and agree that we do not accept any responsibility or liability for any loss or damage that you may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if you fail to disclose any material fact.
10.1 All payments with respect to refunds shall be solely your responsibility and Rupifi and/or the Partner Payment Aggregator shall not be liable for any claims, disputes, penalties which may arise in connection with such refunds to you or the End-Customer.

You shall indemnify us in respect of any claims, disputes, penalties, costs, and expenses arising directly or indirectly in relation to refunds and disputes for all Transactions.
If you have any questions or complaints regarding the Services, you may directly reach out to us through the modes provided at
12.1 All rights, title, and interest in and to the Services, including all intellectual property rights in any content generated from the Services (including text, graphics, software, photographs and other images, videos, sound, trademarks, and logos), are owned by or otherwise licensed to us. 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 Services in accordance with these Terms.

12.2. We may request you to submit suggestions and other feedback, including bug reports and vulnerability disclosures, relating to the Services from time to time ("Feedback"). We may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback we receive from you, without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of your intellectual property rights.

12.3. Except as expressly stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to our or any third-party's intellectual property rights.

12.4. You must not use any part of the content on our platform for commercial purposes without obtaining a licence to do so from us or our licensors. If you print, copy, or download any information from our platform in breach of these Terms, your right to use our platform will cease immediately, and you must, at our option, return or destroy any copies of the materials you have made.

12.5. Rupifi reserves the right to ban you in the event you infringe, violate or misappropriate the intellectual property rights of Rupifi or any other third party, while using the Services.
You shall indemnify, defend at Rupifi's option, and hold Rupifi, the Partner Payment Aggregator, every Partner Lender and each of its affiliates, and their officers, associates, successors, assigns; licensors, employees, directors, agents, and representatives, harmless from and against any direct or indirect losses, actions, damages, penalties, cost and expenses, claim, demand, lawsuits, judicial proceeding, (including, without limitation, from all damages, liabilities, settlements, costs and attorneys' fees) arising from or relating to:

a. acts, commissions or omissions, errors, misrepresentations, misconduct, negligence, fraud, forgery, dishonesty, violation attributable to you and/or your personnel/agents/representatives, or any third party who may use your Account, your access to the Channel Partner Platform, use of the Services, violation of these Terms or any infringement of these Terms;

b. contravention of Applicable Law or industry practice applicable to you; or

c. any claim from any Authority or any third party as a result of any action or inaction on your part, including but not limited to, breach of these Terms or any acts committed beyond the scope of these Terms or arising from your use and/or misuse of the Services, including the Partner Services.

Notwithstanding anything to the contrary contained herein, neither Rupifi nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms, including any action taken by any Authority. To the maximum extent permitted by Applicable Law, you agree to waive, release, discharge, and hold harmless Rupifi, its affiliates, subsidiaries, parent company, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of your use of the Services.

14.2. Notwithstanding anything to the contrary, the maximum aggregate liability of Rupifi and its affiliates for any claims under these Terms, shall not exceed INR 5000.
These Terms shall remain in effect as long as you continue to avail any of the Services (“Term”).
16.1. Notwithstanding other legal remedies that may be available to you, we may either at our sole discretion or upon a receiving a request from the Partner Payment Aggregator, limit your access or activity (either temporarily or indefinitely), or refuse to provide you with access to the Services, without providing you with notice or cause, for any reason including but not limited to the occurrence of the following events:
a. breach of any of your obligations, covenants, representations or warranties under the Terms;
b. breach of Applicable Law; or
c. upon the request of Authorities.

16.2. Upon termination under this clause 16 these Terms shall terminate, except for those clauses that are intended to survive termination or expiry, including clauses 12, 13, 14, 16.3, 16.4 and 19. All your rights and obligations that arise prior to termination shall also survive.

16.3. Notwithstanding anything to the contrary contained in the Terms, upon termination of your use of the Services, all amounts or outstanding monies due to the End-Customer shall continue to be payable in accordance with your terms of service.

16.4. All outstanding payments receivable by Rupifi from the Channel Partner, including without limitation payments for any work undertaken pursuant to the Channel Partner's instructions or any ongoing matters, shall become immediately due and payable on the date of expiration or termination of this Agreement and shall be paid by the Channel Partner within 30 (thirty) days thereof.
17.1. We reserve the right to make changes to these Terms and Conditions and the Services. As a Channel Partner, you are required to review these Terms each time you use the Services. Your use of the Services will be governed by these Terms as amended from time to time. If at any point such amendments are not acceptable to you, we advise you to cease using the Services at such time.

17.2. We also reserve the right to suspend or withdraw or restrict the availability of all or any part of our Services for business and operational reasons. We do not guarantee that our Services will always be available or be uninterrupted. We shall give you reasonable notice of any such suspension or withdrawal on a best-efforts basis.
18.1. The Services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third-party ("Third-Party Services"), and may also include links to Third-Party Services. You understand and acknowledge that Third-Party Services are the responsibility of the third-party that created or provided it and acknowledge that use of such Third-Party Services is solely at your own risk.

18.2. We make no representations and disclaim all warranties and liabilities arising out of or pertaining to such Third-Party Services, including their accuracy or completeness. Should you avail a Third-Party Service, you shall be governed and bound by the terms and conditions and privacy policy of the third parties providing the Third-Party Services. Further, all intellectual property rights in and to Third-Party Services are the property of the respective third parties.
19.1. These Terms shall be governed by and construed in accordance with the laws of India and any dispute concerning these Terms shall be subject to the exclusive jurisdiction of courts at Delhi, India.

19.2. Any dispute or claim arising out of or in connection with or relating to these Terms or their breach, termination, or invalidity hereof shall be referred to and finally resolved by arbitration in Delhi in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which rules are deemed to be incorporated by reference in this clause 20.2.

19.3. Within 30 days of the issue of a notice of dispute, Rupifi and you shall mutually agree on the appointment of a sole arbitrator. If such mutual agreement is not arrived at within the aforesaid 30 days period, Rupifi and you shall appoint such sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996.

19.4. The seat of arbitration shall be Delhi and the arbitration proceedings shall be conducted in the English language.

19.5. We/You agree to keep the arbitration confidential and not disclose to any person, other than those necessary to the proceedings, any information, transcripts, or award unless required to do so by law. The decision of the arbitrator shall be final and binding on us/you hereto.

19.6. We/You hereto agree that consent for resolution of dispute through arbitration shall not preclude or restrain you/us from seeking suitable injunctive relief in appropriate circumstances from courts in Delhi.

19.7. The cost of arbitration shall be borne in the manner and by us/you as determined by the arbitrators. In the meantime, we/you shall bear our /your own cost for the arbitration which shall be reimbursed as per the directions in the arbitral award.
If you have any questions, complaints, or claims with respect to the Services, you may contact us at
a. Payment Gateway and Checkout Services: The payment gateway service offers the Channel Partner a secure payment solution for its platform. It enables the Channel Partner to receive payments from the End-Customers using various payment methods during checkout, thus enabling the End-Customers to undertake a Transaction. The Channel Partner can access real-time data and insights on money flow to take informed business decisions. As part of these services, Rupifi also provides payment links which enable the Channel partner to collect payments from End-Customers through securely generated web links. These links are shareable through SMS, email, WhatsApp and other social media.

b. Payment Aggregation Services: Rupifi has partnered with the Partner Payment Aggregator to facilitate payments made by the End-Customers. The processing of payments will be subject to the terms and policies of such Partner Payment Aggregator in addition to these Terms. Rupifi shall not be liable for any action or inactions by the Partner Payment Aggregator.
You hereby agree that all Transaction Amounts collected by the Partner Payment Aggregator shall be settled with you in accordance with the terms of service of the Payment Partner.

c. BNPL Services: Rupifi shall connect the End-Customers to the Partner Lenders in order to enable the End-Customers to avail the Partner Services. In order to avail the Partner Services, the End-Customer must choose the 'Pay by Rupifi' option made available to the End-Customer.

2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

3. Body parts which includes organs or other body parts;

4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);

5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

6. Child pornography which includes pornographic materials involving minors;

7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

10. 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;

11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

14. Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;

17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;

18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

19. 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; or
(c) Promote intolerance or hatred.

20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;

21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;

22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

23. Securities which includes government bonds or related financial products;

24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;

26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

27. Wholesale currency which includes discounted currencies or currency exchanges;

28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;

29. Multi-Level Marketing collection fees;

30. Matrix sites or sites using a matrix scheme approach;

31. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;

32. Drop-shipped merchandise;

33. 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;

34. Channel Partner providing services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;

35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);

36. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;

37. Channel Partners who deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to the Channel Partner from time to time. This shall be without prejudice to any other terms & conditions mentioned in this Agreement;

38. Mailing lists;

39. Virtual currency, Cryptocurrency, prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;

40. Money laundering services;

41. Database providers (for tele-callers);

42. Bidding/Auction houses;

43. Activities prohibited by the Telecom Regulatory Authority of India; and

44. Content or use of the Services that infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party;

45. Content or use of the Services that is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, or otherwise objectionable;

46. Content or use of the Services that involves commercial activities and/or sales without Rupifi's prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;

47. Content or use of the Services that impersonates any person or entity, including without limitation any employee or representative of Rupifi;

48. Job or job-related products; and

49. Any other activities prohibited by applicable law.

The above list is subject to additions/ changes by Rupifi, basis instructions received from Authorities, Payment System Providers, Partner Payment Aggregator, Partner Lenders, without any prior intimation to the Channel Partner.