Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Merchant," "you," or "your") and InnopayPG, a subsidiary of Omniware ("InnopayPG," "we," "our," or "us"), governing your use of our payment aggregation services.

By accessing or using our services, you agree to be bound by these Terms, our Privacy Policy, and all applicable laws and regulations, including the Payment and Settlement Systems Act, 2007, and RBI's Payment Aggregator Guidelines.

2. Eligibility

To use our services, you must:

• Be a legally registered business entity in India
• Have a valid PAN and GST registration (where applicable)
• Maintain an active bank account with an Indian scheduled bank
• Complete our KYC verification process
• Not be engaged in prohibited business activities
• Be authorized to enter into binding agreements

3. Prohibited Businesses

We do not provide services to businesses engaged in:

• Illegal gambling or betting (except state-authorized lotteries)
• Adult content or services
• Cryptocurrency trading or exchanges
• Multi-level marketing or pyramid schemes
• Counterfeit goods or intellectual property infringement
• Weapons, ammunition, or explosives
• Drugs, narcotics, or controlled substances
• Money laundering or terrorist financing
• Any activity prohibited under Indian law

4. Services Provided

InnopayPG provides:

• Payment Collection: Accept payments via UPI, cards, net banking, wallets, and other methods
• Settlement Services: Transfer collected funds to your registered bank account
• Refund Processing: Process customer refunds as per your instructions
• Reporting: Transaction reports, analytics, and reconciliation tools
• APIs and SDKs: Integration tools for your website and applications
• POS Solutions: Physical payment acceptance devices and software

5. Merchant Obligations

As a merchant, you agree to:

• Provide accurate business and KYC information
• Maintain updated contact and banking details
• Display clear pricing and refund policies to customers
• Deliver goods/services as promised to customers
• Handle customer complaints and disputes promptly
• Maintain adequate security for API credentials
• Comply with PCI-DSS requirements if handling card data
• Not store sensitive authentication data (CVV, PIN, etc.)
• Report suspected fraudulent transactions immediately
• Maintain sufficient balance for refunds and chargebacks

6. Fees and Settlement

6.1 Transaction Fees

Fees are charged per successful transaction as per your pricing agreement. GST (18%) is applicable on all fees. Fee rates may vary by payment method and transaction volume.

6.2 Settlement Terms

• Standard Settlement: T+1 business days
• Same-day Settlement: Available for eligible merchants (additional fees apply)
• Minimum Payout: Rs. 100 (amounts below this are rolled over)
• Settlement Account: Must be in the merchant's business name

6.3 Holds and Reserves

We may hold or reserve a portion of your settlements as security against chargebacks, disputes, or suspected fraud. Hold amounts and durations are determined based on risk assessment.

7. Chargebacks and Disputes

• You are liable for all chargebacks on transactions processed through your account
• Chargeback amounts will be debited from your settlement or security deposit
• You must respond to chargeback notifications within the specified timeframe
• Excessive chargebacks (>1% of transactions) may result in account suspension
• Chargeback fees may apply as per your pricing agreement

8. Account Suspension and Termination

We may suspend or terminate your account for:

• Violation of these Terms or applicable laws
• Fraudulent or suspicious activity
• Excessive chargebacks or disputes
• Non-payment of fees or negative balance
• Bankruptcy or insolvency
• Regulatory or legal requirements
• At our discretion with 30 days' notice

Upon termination, pending settlements will be held for 180 days to cover potential chargebacks before final settlement.

9. Intellectual Property

All InnopayPG trademarks, logos, APIs, documentation, and software are our exclusive property. You may use our branding solely as permitted in our brand guidelines for indicating payment acceptance.

10. Limitation of Liability

To the maximum extent permitted by law:

• Our liability is limited to fees paid by you in the preceding 12 months
• We are not liable for indirect, consequential, or punitive damages
• We are not liable for losses due to unauthorized access to your credentials
• We are not responsible for disputes between you and your customers
• Service availability is provided on an "as-is" basis

11. Indemnification

You agree to indemnify and hold harmless InnopayPG, its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of our services, violation of these Terms, or infringement of any third-party rights.

12. Governing Law and Disputes

These Terms are governed by the laws of India. Any disputes shall be:

• First attempted to be resolved through mutual negotiation
• If unresolved, submitted to arbitration under the Arbitration and Conciliation Act, 1996
• Arbitration shall be conducted in English in Bangalore, India
• Courts in Bangalore shall have exclusive jurisdiction

13. Modifications to Terms

We reserve the right to modify these Terms at any time. Material changes will be notified via email or dashboard notification at least 30 days before taking effect. Continued use of services after changes constitutes acceptance.

14. Contact Information