TERMS OF SERVICES AND CONDITIONS

  1. GENERAL

  1. This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of the Website and App ‘www.neopay.club’ (hereinafter referred to as the “Website”) and the Application ‘NeoPay Solution’ (hereinafter referred to as the “App”) which is owned and operated by NeoPay Technologies Pvt. Ltd. (hereinafter referred to as the “Company”), having its office at C-3, Apurva Ethreal Apartments, 6th Cross, D’Silva Layout, Whitefield, Bengaluru – 560 066, India.  

 

  1. where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, employees, directors, officers, agents and their successors and assigns.

 

  1. For the purpose of these Terms of Use (“Terms”), wherever the context so requires, 
  1. The term ‘You’ &‘User’, shall mean any legal person or entity accessing or using the services provided on this Website and App, who is competent to enter into binding contracts, as per the provisions of the Indian Contract Act, 1872.
  2. The terms ‘We’, ‘Us’, ‘Our’ shall mean the Website and App and/or the Company, as the context so requires.
  3. The term ‘Services’ shall mean the business of providing a platform to help retailers digitise their payments to distributors, by digitising invoices. 
  4. The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to the User and the Company individually and collectively, as the context so requires. 

 

  1. The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.

 

  1. The use of this Website and App by the User is solely governed by these Terms as well as the Privacy Policy and any modifications or amendments made thereto by the Company, from time to time, at its sole discretion. If You continue to access and use this Website and App, You are agreeing to comply with and be bound by the following terms and conditions of use and Our Privacy Policy. The User expressly agrees and acknowledges that these Terms and Policy is co-terminus, and that expiry/termination of either one will lead to the termination of the other.

 

  1. The User unequivocally agrees that these Terms and the aforementioned Policy constitute a legally binding agreement between the User and the Company, and that the User shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any service that is provided by the Website and App, and that the same shall be deemed to be incorporated into these Terms, and shall be treated as part and parcel of the same. The User acknowledges and agrees that no signature or express act is required to make these Terms and the Policy binding on the User, and that the User’s act of visiting the any part of the Website and App constitutes the User’s full and final acceptance of these Terms and the aforementioned Policy.

 

  1. The Company reserves the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to the User, and the User expressly agrees that any such amendments or modifications shall come into effect immediately. The User has a duty to periodically check the terms and stay updated on its requirements. If the User continues to use the Website and App following such a change, the User will be deemed to have consented to any and all amendments/modifications made to the Terms. In so far as the User complies with these Terms, it is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to access and use the Website and App. If the User does not adhere to the changes, You must stop using the Services at once. Your continuous use of the Services will signify your acceptance of the changed terms.

 

  1. REGISTRATION

 

User registration is a mandatory  requirement. You may access the Services by providing the following information which shall include but not be limited to name, contact details and payment details against specified invoices. 

Registration for this Website and App is only for those of 18 years of age or over, barring those “Incompetent to Contract” which inter alia include minors and insolvents. The Company reserves the right to terminate Your account on knowledge of You being incompetent to contract and having registered on the Website and App or availing any of its Services. 

Further, at any time during Your use of this Website and App, including but not limited to the time of registration, You are solely responsible for protecting the confidentiality of Your Username and password, and any activity under the account shall be deemed to have been done by You. In the case that You provide Us with false and/or inaccurate details or We have reason to believe You have done so, We hold the right to permanently suspend Your account.  You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your account.

 

  1. SERVICE OVERVIEW

The Website and App provide the following services:

  1. Digitizing the invoices and providing reconciled reports to the retailers/distributors by maintaining the transaction history on the platform
  2. Digital payment collection on behalf of the distributor and transferring the aggregated amount to distributor's account 
  3. Listing of brand promotions on the platform 
  4. Acting as a B2B selling ecommerce platform 
  5. Financial services like lending by any NBFC 

 

  1. ELIGIBILITY

The User represents and warrants that they are competent and eligible to enter into legally binding agreements and that they have the requisite authority to bind themselves to these Terms, as determined solely by the provisions of the Indian Contract Act, 1872 and the laws of their own jurisdictions. The User may not use the Website and App if they are not competent to contract under the Indian Contract Act, 1872, or are disqualified from doing so by any other applicable law, rule or regulation currently in force in their jurisdictions or in India. 

 

  1. CONTENT

All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music and artwork displayed on the Website and App (collectively, "Content"), is generated/provided by the Website and App and We have control and make guarantees regarding the quality, the accuracy, integrity or genuineness of such Content.

The Company sources the information and details on its digital invoices from Users who are solely responsible for the integrity, authenticity, quality and genuineness of the information (details and amounts) that are displayed on the digitised invoices and the Website and App and Company bear no liability whatsoever for any incorrect information fed by any User to the Website and App. 

The Users have a personal, non-exclusive, non-transferable, revocable, limited privilege to access the content on the Website and App. Users shall not copy, adapt, and modify any content without written permission of the Company. 

 

  1. TERM

These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until the User continues to access and use the Website and App.

A User may terminate their use of the Website and App at any time. The Company may terminate these Terms and close a User account at any time without notice and/or suspend or terminate a User’s access to the Website and App at any time and for any reason, in its sole discretion. Such suspension or termination shall not limit our right to take any other action against you that we consider appropriate. 

It is also hereby declared that the Company may discontinue the Website and App without any prior notice.

 

  1. TERMINATION

The Company reserves the right, in its sole discretion, to unilaterally terminate the User’s access to the Services, or any portion thereof, at any time, without notice and cause. The Website and App also reserves the universal right to deny access to particular Users, to any/all of its Services without prior notice/explanation in order to protect the interests of the Website and App and/or other visitors to the Website and App. The Website and App reserves the right to limit, deny or create different access to the Website and App and its features with respect to different User(s), or to change any of the features or introduce new features without prior notice. The User shall continue to be bound by these Terms, and it is expressly agreed to by the Parties that the User shall not have the right to terminate these Terms till the expiry of the same.

 

  1. COMMUNICATION

By using this Website and App, and providing his/her contact information to the Company through the Website and App, the User hereby agrees and consents to receiving calls, autodialled and/or pre-recorded message calls, e-mails, and SMSs from the Company and/or any of its affiliates or partners at any time, subject to the Policy. In the event that the User wishes to stop receiving any such marketing, special offers or promotional calls/email messages/text messages, the User may unsubscribe via email at contact[at]neopay[dot]club The User agrees and acknowledges that it may take up to fifteen (15) business days for the Company to give effect to such a request by the User.   

 

The User expressly agrees that notwithstanding anything contained hereinabove, it may be contacted by the Company or any of its affiliates/partners relating to any service availed of by the User on the Website and App or anything pursuant thereto and the User agrees to indemnify the Company from any and all harassment claims. It is expressly agreed to by the Parties that any information shared by the User with the Company shall be governed by the Policy.

 

  1. CHARGES

Access to the Website and App is free but the Services available on the Website and App shall be charged in accordance with prices that are mentioned by the Company. The User shall be responsible for payment of all applicable taxes and surcharges as may arise and the Website and App reserves the right to alter the prices and non-statutory charges at any time. The mode of payment on the Website and App can be through third-party gateways and the Website and App shall not be liable for any discrepancies or failures of the respective gateways that are governed by the gateways’ terms of service and privacy policies.

 

  1. USER OBLIGATIONS

The User agrees and acknowledges that he/she is a restricted User of this Website and App, and that he/she: 

  1. Agrees to provide genuine credentials during the process of registration in the Website and App. You shall not use a fictitious identity to register.We are not liable if the User has provided incorrect information. Agrees to ensure the contact details provided during account registration are valid at all times and shall keep your information accurate and up-to-date. The User can update their details anytime.
  2. Agrees that You are solely responsible for maintaining the confidentiality of your account password. You agree to notify us immediately of any unauthorized use of your account. We reserve the right to close your account at any time for any or no reason.
  3. Understands and agrees that, to the fullest extent permissible by law, the Website and App/Company and their successors and assigns, or any of their affiliates or their respective officers, directors, employees, agents, licensors, representatives, operational service providers, advertisers or suppliers shall not be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from use of the Website and App or from this terms of use, including, but not limited to, compensatory, consequential, incidental, indirect, special or punitive damages.
  4. Is bound not to cut, copy, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or obtained from the Website and App. Any such use/limited use of the Website and App will only be allowed with the prior express written permission of the Company. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information contained on the Website and App is expressly prohibited.
  5. Agrees not to access (or attempt to access) the Website and App and/or the materials or services by any means other than through the interface provided by the Website and App. The use of deep-link, 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 Website and App or its content, or in any way reproduce or circumvent the navigational structure or presentation of the Website and App, materials or any content, or to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website and App will lead to suspension or termination of the User’s access to the Website and App. 
  6. The User expressly agrees and acknowledges that the Website and App is created by the Company. 

The User further undertakes not to: 

  1. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of any other person or entity;
  2. Engage in any activity that interferes with or disrupts access to the Website and App or the services provided therein (or the servers and networks which are connected to the Website and App);
  3. Impersonate any person or entity, or falsely state or otherwise misrepresent his/her affiliation with a person or entity;
  4. Use any products for any purpose other than for business consumption;
  5. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever under any law, rule or regulation currently in force; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
  6. Post or share any image/file/data with the Company that infringes the copyright, patent or trademark of another person or legal entity;
  7. Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website and App;
  8. Probe, scan or test the vulnerability of the Website and App or any network connected to the Website and App, nor breach the security or authentication measures on the Website and App or any network connected to the Website and App. The User may not reverse look-up, trace or seek to trace any information relating to any other User of, or visitor to, the Website and App, including any User account maintained on the Website and App not operated/managed by the User, or exploit the Website and App or information made available or offered by or through the Website and App, in any manner;
  9. Disrupt or interfere with the security of, or otherwise cause harm to, the Website and App, systems resources, accounts, passwords, servers or networks connected to or accessible through the Website and App or any affiliated or linked platforms;
  10. Collect or store data about other Users of the Website and App.
  11. Use the Website and App or any material or content therein for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of this Website and App or any other third party (ies);
  12. Violate any code of conduct or guideline which may be applicable for or to any particular service offered on the Website and App;
  13. Violate any applicable laws, rules or regulations currently in force within or outside India;
  14. Violate any portion of these Terms or the Policy, including but not limited to any applicable additional terms of the Website and App contained herein or elsewhere, whether made by amendment, modification, or otherwise;
  15. Threaten the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public Order, or cause incitement to the commission of any cognizable offence, or prevent the investigation of any offence, or insult any other nation.
  16. Publish, post, or disseminate information that is false, inaccurate or misleading; 
  17. Directly or indirectly offer, attempt to offer, trade, or attempt to trade, any item the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force.
  18. Commit any act that causes the Company to lose (in whole or in part) the services of its Internet Establishment ("ISP") or in any manner disrupts the services of any other supplier/service provider of the Company;
  19. Engage in advertising to, or solicitation of, other Users of the Website and App to buy or sell any products or services not currently displayed on the Website and App. The User may not transmit any chain letters or unsolicited commercial or junk email/messages to other Users via the Website and App. It shall be a violation of these Terms to use any information obtained from the Website and App to harass, abuse, or harm another person, or to contact, advertise to, solicit, or sell to another User of the Website and App without the express prior written consent of the Company. 

 

The User hereby expressly authorizes the Company/Website and App to disclose any and all information relating to the User in the possession of the Company/Website and App to law enforcement or other government officials, as the Company may in its sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those involve personal injury and theft/infringement of intellectual property. The User further understands that the Company/Website and App might be directed to disclose any information (including the identity of persons providing information or materials on the Website and App) as necessary to satisfy any judicial Order, law, regulation or valid governmental request. 

 

  1. SUSPENSION OF USER ACCESS AND ACTIVITY 

Notwithstanding other legal remedies that may be available to it, the Company may in its sole discretion limit the User’s access and/or activity by immediately removing the User’s access credentials either temporarily or indefinitely, or suspend/terminate the User’s association with the Website and App, and/or refuse usage of the Website and App to the User, without being required to provide the User with notice or cause:

  1. If the User is in breach any of these Terms or the Policy;
  2. If the User has provided wrong, inaccurate, incomplete or incorrect information;
  3. If the User’s actions may cause any harm, damage or loss to the other Users or to the Website and App/Company, at the sole discretion of the Company.

 

  1. INDEMNITY 
  1. You agree to indemnify, defend and hold harmless the Company/Website and App, its independent service providers, third party Suppliers, and consultants, and their respective directors, officers, employees and agents (collectively, "Parties"), from and against any and all losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by us that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by you pursuant to these terms of use. further, you agree to hold us harmless against any claims made by any third party due to, or arising out of, or in connection with:
  1. Your use of the Website and App;
  2. Your violation of these Terms and Conditions; 
  3. Your violation of any rights of another; 
  4. Your provision of incorrect information or invoice amounts;
  5. Your conduct in connection with the Website and App; 
  6. Your internal disputes amongst other Users; or 
  1. You agree to fully cooperate in indemnifying Us at Your expense. You also agree not to reach a settlement with any party without Our consent.

In no event shall the Company/Website and App be liable to compensate the User or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable, and whether or not the Company/ Website and App had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the User’s use of or access to the Website and App and/or the services or materials contained therein.

 

  1. LIMITATION OF LIABILITY
  1. The Founder/ Associated people of the Website and App are not responsible for any consequences arising out of the following events:
  1. If the Website and App is inoperative/non-responsive due to any connectivity errors associated with the internet connection such as but not limited to slow connectivity, no connectivity, server failure.
  2. if the User has fed incorrect figures or data or for any deletion of data 
  3. if there is undue delay or inability to communicate through email
  4. if there is a failure in the functioning of any other service provided by the Website and App.
  1. The Website and App accepts no liability for any errors or omissions, whether on behalf of itself or third parties, or for any damage caused to the User, the User’s belongings, or any third party, resulting from the use or misuse of the Website and App. The service is provided without any guarantees, conditions or warranties as to its accuracy, suitability, completeness or reliability. The Website and App will not be liable to you for the unavailability or failure of the Website and App.
  2. Users may be held legally responsible for damages suffered by other Users, the Website and App or any third party as a result of legally actionable or defamatory comments, remarks, or other information or content posted to the Website and App. 
  3. Users are to comply with all laws applicable to them or to their activities, and with all Policies, which are hereby incorporated into this Agreement by reference.
  4. The Website and App expressly excludes any liability for any loss or damage that was not reasonably foreseeable by the Website and App and which is incurred by you in connection with the Website and App, including loss of profits; and any loss or damage incurred by you as a result of your breach of these terms. 
  5. To the fullest extent permitted by law, the Website and App shall not be liable to You or any other party for any loss or damage, regardless of the form of action or basis of any claim. You acknowledge and agree that your sole and exclusive remedy for any dispute with us is to terminate your use of the Website and App.

 

  1. INTELLECTUAL PROPERTY RIGHTS 

Unless expressly agreed to in writing, nothing contained herein shall give the User a right to use any of the Website and App’s or third-party vendors’ trade names, trademarks, service marks, logos, domain names, information, images, and other distinctive brand features, save according to the provisions of these Terms. All logos, trademarks, brand names, service marks, domain names, including material, designs, and graphics created by and developed by the Website and App and other distinctive brand features of the Website and App are the property of the Company. Furthermore, the Company shall be the exclusive owner of all the designs, graphics and the like, related to the Website and App excluding the third-party vendors’ intellectual property. 

 

The User may not use any of the intellectual property displayed on the Website and App in any manner that is likely to cause confusion among existing or prospective Users of the Website and App or third-parties, or that in any manner disparages or discredits the Company/Website and App, to be determined in the sole discretion of the Company.

 

The User is further aware that any reproduction or infringement of the intellectual property of the Company by the User will result in legal action being initiated against the User by the Company. It is agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.

 

  1. DISCLAIMER 
  1. The User agrees and undertakes that they are accessing the Website and App and transacting at his/her sole risk and are that it is using his/her best and prudent judgment before availing of the Services provided by the Website and App.  
  2. The User agrees that any kind of information, resources, recommendations obtained/availed from Website and App, whether written or oral, will not create any warranty and the Website and App disclaims all liabilities resulting from these.
  3. The Company/Website and App does not guarantee that the functioning of the Website and App will be uninterrupted or error-free, or that the Website and App or its server will be free of viruses or other harmful components, and the User hereby expressly accepts any and all associated risks involved with the User’s use of the Website and App.
  4. The Website and App and Company bear no liability whatsoever for any incorrect information fed by any User to the Website and App, whether in terms of personal details or payment details to be used by the Website or App for provision of any services.
  5. The Website and App may avail of other services from third party entities to serve you better and these services will be provided on “as is” basis and the Website and App disclaims any liabilities resulting from these third party services. The Website and App will not be responsible for any internet delays and damages caused by such problems and shall not be responsible for failure of any third-party payment gateways.
  6. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.

 

  1. FORCE MAJEURE

Neither the Company nor the Website and App shall be liable for damages for any delay or failure to perform its obligations hereunder if such delay or failure is due to cause beyond its control or without its fault or negligence, due to Force Majeure events including but not limited to acts of war, acts of God, earthquake, riot, fire, festive activities sabotage, labor shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal or unauthorized.

 

  1. DISPUTE RESOLUTION AND JURISDICTION

It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes arising there from will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy. 

 

  1. Mediation: In case of any dispute between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of both Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to the other Party, the dispute will be resolved by arbitration, as detailed herein below; 

 

  1. Arbitration: In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on both Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be the city of Bengaluru.

 

The Parties expressly agree that the Terms, Policy and any other agreements entered into between the Parties are governed by the laws, rules and regulations of India.

 

  1. NOTICES

Any and all communication relating to any dispute or grievance experienced by the User may be communicated to the Company by the User writing an email to contact[at]neopay[dot]club

 

  1. MISCELLANEOUS PROVISIONS
  1. Entire Agreement: These Terms, read with the Policy form the complete and final contract between the User and the Company with respect to the subject matter hereof and supersedes all other communications, representations and agreements (whether oral, written or otherwise) relating thereto.
  2. Waiver: The failure of either Party at any time to require performance of any provision of these Terms shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms. 
  3. Severability: If any provision/clause of these Terms is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein. 
  4. Contact Us: If you have any questions about this Agreement, the practices of the Website and App, you can e-mail us at contact[at]neopay[dot]club