1. Scope of Payment Aggregator Services

1. Payment aggregation services shall mean technology enabled payment facilitation services that enable merchants, marketplaces whether onboarded directly by Us or through a front ending payment aggregator to receive payments from customers through authorized payment instruments, including (i) online payment aggregation services, (ii) cross-border payment aggregation services, and (iii) physical payment aggregation services, together with any ancillary or related services (hereinafter referred to as "Services")
2. You understand that You shall be required to submit to Company all the necessary documents and details as may be required by Company, for completion of Your onboarding, in accordance with our internal policies as well as guidelines prescribed by Reserve Bank of India ("RBI"), NPCI or any other relevant regulatory authority. You undertake that any document or information You give to the Company shall be accurate, correct and up to date. You shall also provide the original documents for verification in relation to Your onboarding.
3. The Company may refrain from providing Services in the event You fail to provide such documents as required by Us.
4. The Company may, at any time during the provision of Services, require You to submit additional documents or resubmit any documents in compliance with law.
5. If You commit any act or omission for wrongfully receiving the Services, Company shall be entitled to terminate the Services with immediate effect and without any notice whatsoever.
6. The Company may share any information received from You with banks, partners, service providers, regulator, government or law enforcement agencies.
7. You acknowledge and agree that Company may, at its sole discretion, suspend or discontinue the Services in whole or in part to You. You acknowledge and agree that, upon suspension or termination of access to Your account, you shall be prevented from receiving the Services and accessing Your account details or any files or other content which is contained in Your account.
8. The rendering of the Services shall be subject to Your timely payment of the applicable fees to the Company and Your compliance with applicable laws.
9. The functionality and availability of the Services are dependent upon policies, guidelines and technical requirements of platform providers (Android, iOS), card networks (Visa, MasterCard, RuPay, Maestro, Amex etc.), banks, payment service providers and/or related regulatory authorities as may be relevant from time to time. Any changes in such regulation or policies may impact the provision, scope and availability of Services.
10. The Company shall not determine or assume any responsibility for the applicability of any taxes in relation to the sale of Your goods or services or the payments received through the Service. It is solely Your responsibility to assess, collect, report, or remit the correct tax to the proper tax authority.
11. If the refund is directly managed by You, the refund credit might not be routed through the escrow account and in such case, you shall make the customer aware about the same.
12. You acknowledge and agree that in respect of any cross-border transactions, you shall be solely responsible for ensuring that the underlying transaction, the nature of goods or services, the end-use, and the remittance are permissible under Applicable Laws.
13. You acknowledge and agree that settlement of cross-border transactions is subject to receipt of funds from acquiring banks, payment networks, AD-1 Banks and may be impacted by regulatory checks, foreign exchange controls, sanctions screening, anti-money laundering measures or other actions taken by banks, card networks or regulatory authorities. The Company does not guarantee settlement of any cross-border transaction and shall not be liable for any delay, withholding, rejection or non-settlement of funds arising due to such reasons.
14. Company may, at its sole discretion, suspend, restrict, decline, or discontinue cross-border transactions for specific geographies, corridors, currencies, or transaction types based on regulatory requirements, risk assessment, partner limitations, or internal policies.

2. Use of the Services by You

1. You agree not to access (or attempt to access) the Services by any means other than through the interface that is provided by Company, unless You have been specifically allowed to do so in a separate agreement with Company.
2. Unless specifically permitted under a separate agreement with Company, you agree that You shall not reproduce, duplicate, copy, sell, trade or resell the Service for any purpose.
3. You agree that You are solely responsible for (and that Company has no responsibility to You or to any third party for) any breach of Your obligations under these Terms including the consequences (including any loss or damage which Company may suffer) of any such breach.
4. You shall ensure that appropriate information about You, including Your cancellation policy, refund policy, privacy policy, shipping and delivery policy, product/service page, contact us page, disclosures/disclaimer
5. You shall ensure that terms of use pertaining to Your website, the terms of services provided by You and terms of payment are displayed conspicuously on Your website in accordance with applicable laws.
6. You shall not sell fake/counterfeit/prohibited products or services and shall not have a malafide intention of duping any customer.
7. Your grievances shall be addressed in accordance with Company's grievance redressal policy. Any grievance raised by Your customer with Us shall be shared with You as per Company's policy. In the event, a customer grievance is raised through a legal enforcement agency then in that case Company shall take steps as instructed by the legal enforcement agencies to address the complaint. In the event, the Company is required to reverse any transaction, the corresponding amount shall be adjusted from the settlement amount payable to You.
8. You shall be responsible to resolve all customer disputes and providing any necessary assistance, at Your own cost, to the acquiring banks, card networks, Company and other payment partners in connection with such customer disputes.
9. Company shall provide the transaction report and settlement reconciliation report to You for You to reconcile the transactions processed in relation to Services. You shall report to the Company regarding such discrepancy within such timeline as mutually agreed between the Parties. However, if any reconciliation issue is highlighted by You after the mutually agreed timeline between the parties, Company shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.
10. The transfer of the settlement amount to Your designated bank account shall be subject to reconciliation of the transaction amount by the acquiring banks, AD-1 banks, Company and the escrow banks and shall occur after actual receipt of amount from the acquiring banks in the escrow accounts or the outward collection account as applicable.
11. For transactions, where Company has received a credit in the escrow account or outward collection account, but the transaction is marked as failed, the Company shall resolve such disputes within the turnaround time prescribed by RBI.
12. You acknowledge that cross-border transactions may be subject to additional chargeback, dispute, retrieval request, or evidentiary requirements prescribed by card networks, banks, regulators, or enforcement agencies, and to the extent applicable any resulting chargebacks, reversals, penalties, fees, or fines shall be borne solely by You and may be adjusted against settlement amounts.

3. Data Security

1. Company shall provide You with access credentials for the Services. You shall keep such credentials confidential, secure Your systems, website, and applications in compliance with applicable laws and industry standards, implement appropriate security measures, protect and segregate customer data, restrict access to authorized personnel on a need-to-know basis, obtain all required customer consents, and notify Company of any actual or suspected security or data breach within six (6) hours.
2. You shall not store any customer card details or payment data, irrespective of PCI compliance, except limited transaction data for tracking purposes using tokenization, shall comply with applicable PCI DSS and related standards, and shall not misuse, resell, or process fraudulent or unauthorized transactions using the Services.

4. Intellectual Property rights

1. Each Party retains all right, title, and interest in its respective intellectual property and proprietary rights, and nothing in these Terms shall be construed as transferring or assigning any such rights to the other Party.
2. Subject to these Terms, Company grants You a limited, non-exclusive, royalty-free, non-transferable, and non-sublicensable license, during the term, to access and use the Services. You shall not copy, modify, reverse engineer, resell, create competing products using, or otherwise misuse the Services or Company's intellectual property.

5. Termination

The term and termination of the Services shall be governed by an agreement entered into between You and Company.

6. Warranties

1. Except as expressly provided herein, Company disclaims all warranties, whether written or oral, including but not limited to warranties of merchantability and fitness for a particular purpose. You acknowledge that Services may not be uninterrupted or error free.
2. Company's sole obligation and your sole and exclusive remedy in the event of interruption to the Services or loss of use and / or access to this website shall be the Company using all reasonable efforts to restore the Services and / or access to the website as soon as reasonably possible.
3. Without prejudice to any other provisions of these Terms, Company shall not be liable to You for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with Your use of Company's website.

7. Limitation Of Liability

You expressly understand and agree that Company shall not be liable to You for any indirect, incidental, special, consequential or exemplary damages which may be incurred by You, however caused and under any theory of liability. In no event Company shall be liable to end users/customers or any third party.

Notwithstanding anything contained to the contrary, it is hereby clarified, Company shall not be liable for losses arising due to foreign exchange fluctuations, or sanctions-related restrictions in relation to cross-border transactions.

8. Changes to the Terms

The Company may make changes to the Terms from time to time. Any changes will become effective immediately upon posting on the Company's website. By continuing to access the HyperPG Website or using the Services after such posting, you accept and agree to the updated Terms. You acknowledge and agree that it is Your responsibility to review the Terms, policies, and guidelines as published on the Company's website, and You waive any right to receive separate notice of such changes.

9. General provisions

1. No failure or delay by a Party in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy, nor shall any single or partial exercise preclude further exercise of the same or any other right or remedy.
2. Severance - If any provision of these Terms is held to be invalid, illegal, or unenforceable, it shall be deemed severed without affecting the validity or enforceability of the remaining provisions. The Parties shall, in good faith, amend such provision to achieve the original commercial intent to the extent permitted by law.
3. Assignment And Other Dealings- Company may assign, in whole or in part, the benefits or obligations of Terms by providing a thirty (30) days prior intimation of such assignment to the You, which shall be binding on Company and You.
4. No Partnership or Agency- Nothing in the Terms is intended to or shall be deemed to establish any partnership or joint venture between the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of the other Party.
5. Governing Law & Jurisdiction- These Terms shall be governed by the laws of India. Any dispute not resolved by mutual discussions within thirty (30) days shall be referred to arbitration by a sole arbitrator mutually appointed by the Parties, in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in English, seated at Bengaluru, and the award shall be final and binding. The Parties agree that subject to the foregoing, the courts located in Bengaluru shall have exclusive jurisdiction for disputes arising out of or in connection with Terms.

10. Force Majeure

Company shall not be liable for any delay or failure in performance caused by force majeure events, including changes in law, government action, riots, war, pandemics, cyber incidents, acts of God, or other circumstances beyond its reasonable control.