EMPAYG

EMPAYG Terms of Service

Elfreds Commerce LLP is a body corporate incorporated under the laws of India with LLPIN AAP-4592 (“EMPAYG”, “we”, “us”, or “our” as applicable).

You can contact us by email at business@elfreds.com, or any other mode provided by us.

The Agreement

This is a legal agreement (the “Agreement”) between Elfreds Commerce LLP and user (or the legal guardian/representative on behalf of the user if user is not capable of entering into agreement on its own) of any service provided by us (the “Services”).

This Agreement is governed by Indian law. Any dispute between you and us in connection with your EMPAYG Account and/or this Agreement may be brought in the courts of India.

This Agreement is effective upon the date you first access or use of the Services and continues until terminated by you or EMPAYG. You may terminate this Agreement by closing your EMPAYG Account at any time. If you use the Services again or register for another EMPAYG Account, you are consenting to this Agreement. We may terminate this Agreement or close your EMPAYG Account at any time for any reason by providing you Notice.

You agree that you will continue to be responsible for all obligations related to your EMPAYG Account even after it is closed.

By visiting our Website and/or using our Services, you confirm that you accept and agree to this Agreement. If you do not agree, please do not use our Services.

All future changes, additions, and removals in the Agreement will be updated on the website. We may notify you about the same. Your continued use of our services imply your consent to the updated Agreement.

We may transfer this Agreement to someone else. You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement (including the EMPAYG Account) without our prior written consent. We reserve the right to transfer, assign or novate this Agreement (including the EMPAYG Account) or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your EMPAYG Account.

If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will remain in full force and effect.

Usage

Before using the Services, you (the “user”) must register with EMPAYG and create an account (an “EMPAYG Account”).

“Transactions” refers to any transfers between users where one party is consumer of the web service/content and the other party is provider of the same. EMPAYG acts as a facilitator (and not mediator) of Transactions.

“Payments” refer to any movement of monetary amount between you and EMPAYG.

“EMPAYG Assets” include any software (including without limitation the website, the API, developer tools, sample source code), data, materials, content, documentation, patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property developed and/or provided by us or our affiliates to you. You are granted a non-exclusive and non-transferable licence to electronically access and use the EMPAYG Assets only in the manner described in this Agreement.

EMPAYG or its licensors exclusively own all rights, title, and interest in the EMPAYG Assets. EMPAYG reserves all rights in EMPAYG Assets not expressly granted to you in this Agreement.

You may not, and may not attempt to, directly or indirectly:

i. modify, influence, or exploit our code to use it for unintended uses.

ii. transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Service or the EMPAYG Assets to any person or entity;

iii. remove, obscure, or alter any notice of any of our trade marks, or other “intellectual property” appearing on or contained within the Services or on any EMPAYG Assets;

iv. modify, copy, tamper with or otherwise create derivative works of any software included in the EMPAYG Assets; or

v. reverse engineer, disassemble, or decompile the EMPAYG Assets or the Services or apply any other process or procedure to derive the source code of any software included in the EMPAYG Assets or as part of the Services.

vi. use any Assets consisting of trademarks or service marks in a manner that may lead people to confuse the origin of your products or services with ours.

vii. copy or use any part of our Services in contravention of the provisions of our User Agreement.

viii. attempt to gain unauthorised access to our Website, our servers, computers or databases.

ix. access without authority, interfere with, damage or disrupt:

(a) any part of our Services;

(b) any equipment or network on which our Website is stored;

(c) any software used in the provision of our Services; or

(d) any equipment or network or software owned or used by any third party.

You may use our Services only for lawful purposes. Our Services may not be used:

i. by/for/from individuals, entities or countries which are subject to international sanctions (or national sanctions honoured by us).

ii. in any way that breaches any applicable local, national or international law or regulation.

iii. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.

iv. for any unsolicited or unauthorised advertising or promotional material or any other form of spam; or

You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. You should use your own virus protection software. We cannot guarantee that our Services will be free from bugs or viruses.

We usually contact you via email. For this purpose, you must at all times maintain valid email address in your EMPAYG Account profile. You should check for incoming messages regularly and frequently, these emails may contain links to further communication on our Website. If you don’t maintain or check your email and other methods of communications, you will miss emails about your transactions and our Services. We cannot be liable for any consequence or loss if you don’t do this.

You agree that your electronic consent will have the same legal effect as a physical signature. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

During the term of this Agreement, you may publicly identify us as the provider of the Services to you and we may publicly identify you as an EMPAYG user. If you do not want us to identify you as a user, please contact us. Neither you nor we will imply any untrue sponsorship, endorsement, or affiliation between you and EMPAYG. Upon termination of your EMPAYG Account, both you and EMPAYG will remove any public references to our relationship from our respective websites.

Except as expressly stated in this Agreement, nothing in this Agreement serves to establish a partnership, joint venture, or other agency relationship between you and us, or with any Financial Services Provider.

You may only use the Services for legitimate Transactions with your customers/providers. You know the other party in Transaction better than we do, and you are responsible for your relationship with them.

EMPAYG is not responsible for the products or services you publicize or for your communication to your customers of the intended use of the same. You affirm that you are solely responsible for the nature and quality of the products or services you provide, and for delivery, support, and for any other ancillary services you provide to your customers.

The website provides details of Transactions, Payments, and other activity relating to your EMPAYG Account. Except as required by Law, you are solely responsible for reconciling the information, and for identifying any errors. You agree to review your EMPAYG Account and immediately notify us of any errors. We will investigate and, where appropriate, attempt to rectify any reported errors, including any errors made by EMPAYG. However, you should be aware that your ability to recover funds you have lost due to an error may be very limited or even impossible, particularly if we did not cause the error, or if funds are no longer available in any EMPAYG Account.

If you leave any funds dormant in a EMPAYG Account beyond the applicable dormancy period for abandoned property and you do not give us instructions where to send them, we may be required by Law to deem the funds to be abandoned by you, and to deliver them to various government agencies.

Your use of the EMPAYG Account must not violate any applicable laws. You commit to us that your opening and/or using of a EMPAYG Account does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.

We take breach of the Agreement or any policy seriously. We may take the following actions for same:

(a) immediate, temporary or permanent withdrawal of your right to use our Services;

(b) refuse, suspend or cancel your transactions and take such other actions as we consider necessary;

(c) immediate, temporary or permanent removal of any posting or material uploaded by you;

(d) issue of a warning;

(e) legal action against you including proceedings for reimbursement of all costs on an “all expenses” basis; and/or

(f) reporting and disclosure of information to law enforcement authorities.

We may suspend or close your EMPAYG Account if you violate the Agreement or any other policy.

Data

The content served by you is your responsibility. We can collect and analyse your content along with other information at web locations where our services are deployed to check for compliance.

These content standards apply to any material you contribute to our Services or serve to your users/customers using our Services.

It must:

(a) be accurate;

(b) be genuinely held (where opinions are stated); and

(c) comply with applicable law in the India and in any country from which they are posted or to which they relate.

It must not:

(a) dishonour/disgrace/abuse women or their dignity;

(b) harm (or have a negative impact for) any person.

All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We cannot be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using our Services, you consent to such processing and you promise that all data provided by you is accurate.

We use cookies across web locations where we provide our Services after you login and on our website irrespective of login. You consent to such usage by using our Services.

EMPAYG collects, processes, stores, analyses, and manages Data to: (a) provide Services to you, other EMPAYG users, and Customers; (b) mitigate fraud, financial loss, or other harm to users, Customers and EMPAYG; and (c) analyse, develop and improve our products, systems, and tools. EMPAYG provides Data to third-party service providers as well as EMPAYG’s global affiliates, to allow us to provide Services to you and other users. You understand and consent to EMPAYG’s use of Data for the purposes.

You will protect all Data you receive through the Services, and you may not disclose or distribute any such Data, and you will only use such Data in conjunction with the Services and as permitted by this Agreement or by other agreements between you and us. Neither party may use any Personal Data to market to Customers unless it has received the express consent from a specific Customer to do so.

You cannot capture or use data collected by EMPAYG on your site if such usage in not expressively permitted.

You affirm that you are now and will continue to be compliant with all applicable Laws governing the privacy, protection and use of Data that you provide to us or access through your use of the Services. You also affirm that you have obtained all necessary rights and consents under applicable Laws to disclose to EMPAYG — or allow EMPAYG to collect, use, retain, and disclose — any Personal Data that you provide to us or authorise us to collect, including Data that we may collect directly from customers using cookies or other similar means.

EMPAYG maintains commercially reasonable administrative, technical, and physical procedures to protect data stored in our servers from unauthorised access, accidental loss, modification, or breach, and we will comply with applicable Laws when we handle data. However, no security system is impenetrable and we cannot guarantee that unauthorised parties will never be able to defeat our security measures or misuse any data in our possession. You provide Data to EMPAYG with the understanding that any security measures we provide may not be appropriate or adequate for your business, and you agree to implement the security and any additional controls that meet your specific requirements.

You are solely responsible for the security of any Data on your website, your servers, in your possession, or that you are otherwise authorised to access or handle. If you do not on request provide evidence of such compliance to our satisfaction, we may suspend transactions on your account or terminate this Agreement.

The data that we collect from you may be transferred to, and stored at, a destination outside India. It may also be processed by staff operating outside India who work for us or for one of our suppliers. Such staff maybe engaged in, among other things, the fulfilment of your payment order, the processing of your payment details and the provision of support services. By submitting your personal data, you agree to this transfer, storing or processing.

Payments

A user can be charged prior, during, or post usage of their EMPAYG account on any partner website. The charge may be manual or automatic and the user shall notified via email for the same. We may maintain a prepaid balance to ensure all the Transactions created are paid. No interest is provided on balance maintained in your account.

Any unused balance in your account is fully refundable. A request for refund may be treated as a request for account closure as a positive balance may be necessary to use our services in certain cases. To prevent frauds, refunds may be available only on the payment method used for the last payment to your EMPAYG Account.

In case of an unauthorised payment or mistake due to our error, we shall at your request refund the payment amount including all fees deducted by us.

EMPAYG will provide the Services to you at the rates and for the fees (“Fees”) described at appropriate places. The Fees include charges for Transactions, processing Payments and for other events connected with your EMPAYG Account. We may revise the Fees at any time by providing Notice through website or email. Your continued use shall imply consent to same.

You agree that we are authorised to deduct our fees, any applicable reversal amounts, and/or any amounts you owe us from available sources.

We may add or remove our Services Providers or payment methods at any time. Your continuing use of the Services constitutes your consent and agreement to such additions, removals and amendments.

You authorise us to instruct Financial Services Providers to hold, receive, and disburse funds on your behalf; and to instruct such Financial Services Providers as to how and when funds are transferred to you. You also authorise us to designate which Financial Services Providers may hold settlement funds, on deposit and in trust, pending transfer of funds to you in accordance with the terms of this Agreement.

Transfers may be initiated by you to or from your EMPAYG Account to a Financial Services Provider that you designate in the Dashboard (the “Payout Account”). You affirm that you are authorised to initiate Transfers to and from the Payout Account.

We reserve the right to change the Payout Schedule or to suspend Payments to you. If we exercise our right to withhold a Payout for any reason, we will communicate the general reason for withholding the Payout and give you a timeline for releasing the funds.

Liability

EMPAYG is a facilitator and not a mediator. Consumers have a direct relation with providers. Both may have rights and liabilities towards each other that are available without intervention of EMPAYG.

We have no control over websites linked to and from our Website. We assume no responsibility for their content or any loss or damage that may arise from your use of them.

We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.

We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period. You are responsible for making all arrangements necessary for you to have access to our Services.

We are not liable for things that are outside of our control. We (and our affiliates) cannot be liable for our inability to deliver or delay because of things that are outside our control.

You understand that these services may contain bugs or errors, or may be feature incomplete. We provide services AS IS, and without warranty of any kind, and your use of, or reliance on services is at your own risk.

You are liable for breaking this Agreement or applicable laws. In the unlikely event of loss or claims or costs and expenses arising out of your breach of this Agreement, any applicable law or regulation and/or your use of our Services, you agree to compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.

We are not liable for business losses. If you use our Services for any commercial or business purpose, we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

You are responsible for any taxes which may be applicable to payments you make or receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to register and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us is accurate and complete; (c) any Charges represent a Transaction for permitted products, services, or donations, and any related information accurately describes the Transaction; (d) you will fulfil all of your obligations to Customers and will resolve all Disputes with them; (e) you will comply with all Laws applicable to your business and use of the Services; (f) you will not use the Service, directly or indirectly, for any fraudulent or illegal undertaking, or to interfere in any manner with the normal operation of the Service.

You agree to defend EMPAYG, our affiliates, and their respective employees, agents, and service providers (each a “EMPAYG Entity”) against any claim, suit, demand, loss, liability, damage, action, or proceeding (each, a “Claim”) brought by a third party against a EMPAYG Entity, and you agree to fully reimburse the EMPAYG Entities for any Claims that result from: (i) your breach of any provision of this Agreement; (ii) any Fees, Fines, Disputes, Refunds, Reversals, Returns, or any other liability we incur that results from your use of Payment Services; (iii) negligent or wilful misconduct of your employees, contractors, or agents; or (iv) contractual or other relationships between you and Customers.

You agree to limit any liability not disclaimed or denied by the EMPAYG Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to EMPAYG during the three-month period immediately preceding the event that gave rise to your claim for damages.

These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.