Please read the following terms and conditions carefully before registering, accessing, browsing, downloading or using the website and mobile app provided by Nupay Business Solutions Pvt. Ltd. By accessing or using the website or by using the mobile app service, you agree to be bound by these terms and conditions set forth herein below including any additional guidelines and future modifications. If you do not agree to these terms and conditions or do not wish to be bound by these terms and conditions, you may not access or use the website and mobile app and immediately terminate your use of the services.

Your Agreement to these Terms and Conditions of Service
The Terms and Conditions (as may be amended from time to time, the "Agreement") is a legal contract between you, an individual customer, member, merchant, partner, retailer, user, or beneficiary of this service of at least 18 years of age ("You"), and Nupay Business Solutions Pvt. Ltd. having its registered office at Nupay (hereinafter referred to as “Nupay”). Nupay is the owner of the website www.Nupay.co.in, Nupay mobile application, “Nupay”(Collectively referred to as “Nupay”) hence all the rights, benefits, liabilities & obligations under the following terms & conditions shall accrue to the benefit of Nupay. (together with its subsidiaries and other affiliates, "us", "we" or "Nupay"), regarding your use of our mobile application to purchase products and services from our partners such as hotels, shops, restaurants, ecommerce sites, retailers, etc (collectively termed as “Partners”) using Nupay’s mobile app network. The use of our mobile app system and processing of payment through it is subject to your compliance with the terms and conditions set forth below including all exhibits. Nupay reserves the right, at its sole discretion, to revise, add, or delete portions of these terms and conditions any time without further notice. You shall re-visit the "Terms & Conditions" link from time to time to stay abreast of any changes that the "Nupay" may introduce.

Eligibility
The services are not available to persons under the age of 18 or to anyone incompetent in the eyes of laws prevailing in India. By accepting these Terms & Conditions or by otherwise using the Services or the mobile app network/system, You represent that you are at least 18 years of age and that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. You shall not impersonate any person or entity, or falsely state or otherwise misrepresent identity, age or affiliation with any person or entity. Nupay is the Smart New Way to Pay. With Nupay ,you can pay at all your favorite restaurants, pharmacies, school fees, cable TV subscriptions and more. No need to carry your credit cards or cash – all you need is your prized possession, your smartphone ! Payments can only be authorized once you enter your MPIN.

Introduction to Nupay
NUPAY is a new age mobile payment service based on IMPS and UPI platform which allows you to make payments to identified merchants, sellers and service providers. Nupay enables instant payments to merchants using the "Direct-from-Bank" methodology while ensuring completely safe, quick and convenient transactions. We are partnering with banks, leading retailers (merchants) and business partners to bring you uninterrupted, real time and convenient payment services. Please refer to Nupay website for further details. to know more about IMPS and UPI, please refer to National Payments Corporation of India (NPCI) website at www.npci.org.in

DEFINITONS
  1. "Customer" or "“You”" mean a person who has registered with Nupay for availing the Nupay Mobile app service and who has accepted these Terms and Conditions and, owns/operates/has access to an internet compatible mobile device that supports the Nupay mobile app service.
  2. "Deals and Offer" here refers to all the promotional activities, including but not limited to discounts and gifts, that will be made available to customers of Nupay.
  3. "Law" shall include all applicable statutes, enactments, acts of legislature, laws, ordinances, rules, bye-laws, regulations, guidelines, directions, directives and orders of any government, tribunal, board, court or recognized stock exchange and applicable international treaties and regulations, in force at the relevant time, and having the force of law;
  4. "Nupay" shall mean Nupay Business Solutions Private Limited
  5. "Nupay App" shall mean the Android, iOS or web application of Nupay Business Solutions P Ltd.
  6. "RBI" shall mean the Reserve Bank of India
  7. NPCI” shall mean the National Payments Corporation of India
  8. "Partner" shall mean and include physical merchants, remote merchants and any other outlet that has been authorized by Nupay to accept payment from you using Nupay mobile app service.
  9. "Customer Registration " shall mean the Nupay Customer Registration screen inside the app ,as is required by Nupay from the Customer at the time of Registration on the Nupay app for availing and / or continuation of the Nupay Mobile App Service.
  10. " Customer ID " means Customer’s ID created at Nupay’s mobile app service network by submission of your name, Email address, mobile number,gender, and bank name in which you hold your account and any other KYC details required by Reserve Bank of India (RBI) as amended and supplemented by the RBI from time to time.
  11. "KYC" stands for Know Your Customer and refers to the various norms, rules, laws and statutes issued by RBI from time to time under which Nupay is required to procure personal identification details from you before any services can be delivered. Know Your Customer (KYC) details may be required by Nupay from the Customer at the time of Registration and/ or on a later date, for availing and / or continuation of the Nupay Mobile App Service.
  12. "Password" means the secret password used to secure Nupay Mobile App services, without knowledge of which your Nupay Mobile App will not be operable.
  13. "Transaction" means your purchase of the service/product from Partners by using the mobile app service of Nupay.
  14. Payment Account” means the Nupay customer’s bank account linked to his mobile number on which mobile banking of the concerned bank is activated
Undertakings: You undertake that
  1. You shall register your own mobile number with Nupay to avail of the payment services and that you shall intimate Nupay. In case of any change to the mobile number or in case of change of the ownership of the Registered Mobile Number, you will have to authenticate your new device/phone number in the interest of your own safety.
  2. You undertake that you will not carry out any transactions with the Nupay Brand that are deemed to be or may be found to be in violation of the Law.
  3. You will ensure that your personal information as submitted to Nupay at the time of the creation of the account shall be accurate and updated at all points of time. You shall also support required supporting documentation to support the updating of information.
  4. You shall not assign or transfer the account or the services or otherwise grant any third party a legal or equitable interest over it.
Payments
In order to use Nupay’s Service, You may need to obtain access to the World Wide Web, either directly or through devices such as your mobile phone that access web-based content, and pay any service fees associated with such access. Your telecom service provider/ Distributor through whom you have accessed the Nupay network/system reserve the right to charge and recover fees from you for availing the Services. In the event that you stop or seek a reversal of the Payment Instructions as may have been submitted, Nupay shall be entitled to charge its processing fee while your instructions/request is processed through Grievance Redressal Mechanism. These charges shall be charged on to your designated Payment Account or in any other manner as may be decided by Nupay. Nupay assumes no responsibility and shall incur no liability if it is unable to effect any Payment Instruction(s) on the Payment Date owing to any one or more of the following circumstances:
In case the payment is not effected for any reason, you will be intimated about the failed payment by an in-app notification in the Nupay App  
Communication Policy
Use of site
You understand that except for information, products or services clearly indicated as being supplied by Nupay, we do not operate, control, or endorse any information, products or services on the Internet in anyway. You also understand that Nupay cannot and does not guarantee or warrant that files available for downloading through its website will be free of viruses, worms or other code that may be damaging. You are responsible for implementing procedures to satisfy your particular requirements and for accuracy of data input and output.
Prohibited Conduct
By using the Services you agree not to:
Privacy Policy & Information Usage
We respect your privacy at Nupay and value your trust. Kindly read our Privacy Policy carefully for information related to our collection, use, and disclosure of your personal information. The Privacy Policy is incorporated by reference in this Agreement. Use of the Nupay website and mobile applications and/ or its services constitutes acceptance of the Privacy Policy. For more information check our detailed Privacy Policy.

Account Passwords and Registration
You agree that the information you provide to Nupay on registration and at all other times, including payment, will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your Account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your account ID, PIN, Password, or any credit, debit or prepaid cash card number or net banking login/password, if applicable), then you agree to immediately notify Nupay and identify Nupay from any liabilities that may arise from the misuse of your Account.

Usernames and Password
Your customer id / mobile number is an identifier that will identify your account and thereby all of your transactions and account related activity on Nupay. Each user will be allotted unique customer id which cannot be edited later. If an account is found to be overly inactive, the account may be reclaimed by Nupay without notice. Inactivity may be considered as you not signing in and/or never having done a transaction from your account on Nupay for more than six months at a stretch. We encourage you to choose a strong password to protect your account. We recommend the use of upper and lower-case letters, inclusion of one or more numerical digits and/or inclusion of special characters, e.g. @, #, $ etc. It is advised that you should not share your password with anyone or write it down. Nupay never, under any circumstances, asks for your account password.

Third Party Sites, Products and Services;
The Services and/or the website may include links or references to other web sites or services solely as a convenience to users ("Reference Sites"). Nupay does not endorse any such reference sites or the information, materials, products, or services contained on or accessible through reference Sites. In addition, your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Services and/or the website are solely between you and such entity. Access and use of reference sites, including the information, materials, products, and services on or available through reference sites is solely at your own risk.

Payment History
Nupay will provide a detailed payment history of all payments done by you through the Nupay App using your payment account

Refund Policy
Nupay only offers a payment platform. All returns (and refunds) are handled by the respective sellers. You are responsible for the transaction through your mobile phone and the money debited from your account, as a result of your transaction. However, if in a transaction performed by you through the mobile app of Nupay, money has been wrongly debited into your account you may contact customer care on care@nupay.co.in to invoke the Grievance Redressal Policy.

Termination and Agreement Violations
You agree that Nupay, in its sole discretion, for any or no reason, and without penalty, may suspend or terminate your account (or any part thereof) or your use of the Nupay mobile app services and remove and discard all or any part of your account, your user profile or your recipient profile, at any time. Nupay may also in its sole discretion and at any time discontinue providing access to the Nupay mobile app services, or any part thereof, with or without notice. You agree that any termination of your access to the Nupay mobile app services or any account that you may have or portion thereof may be effected without prior notice, and you agree that Nupay will not be liable to you or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Nupay may have at law or in equity. Upon termination for any reason, you agree to immediately stop using the Services.

Limitation of Liability and Damages
In no event will Nupay or its affiliated parties, agents, licensors or partners be liable to you for any special, indirect, incidental, consequential, punitive or exemplary damages (including without limitation lost business opportunities, lost revenues, or loss of anticipated profits or any other pecuniary or non-pecuniary loss or damage of any nature whatsoever) arising out of or relating to (i) this agreement, (ii) Nupay’s mobile app services, its website or any reference site, or (iii) your use or inability to use the services, Nupay’s website (including any and all materials) or any reference sites, even if Nupay or a Nupay authorized representative has been advised of the possibility of such damages. In no event will Nupay or any of its contractors, directors, employees, agents, third party partners, licensors or suppliers' total liability to you for all damages, liabilities, losses, and causes of action arising out of or relating to (i) this Agreement, (ii) Nupay’s app services, (iii) Your use or inability to use Nupay’s services or Nupay’s website (including any and all Materials) or any Reference Sites, or (iv) any other interactions with Nupay, however caused and whether arising in contract, tort including negligence, warranty or otherwise, exceed the amount paid by you, if any, for using the portion of the Nupay’s mobile app services or its website You acknowledge and agree that Nupay has offered its mobile app services, set its prices, and entered into this agreement in reliance upon the warranty disclaimers and the limitations of liability set forth herein, that the warranty disclaimers and the limitations of liability set forth herein reflect a reasonable and fair allocation of risk between you and Nupay, and that the warranty disclaimers and the limitations of liability set forth herein form an essential basis of the bargain between you and Nupay. Nupay would not be able to provide the services to you on an economically reasonable basis without these limitations. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such cases, Nupay's liability will be limited to the fullest extent permitted by applicable law. This paragraph shall survive termination of this Agreement.

Indemnification
You agree to indemnify, save, and hold Nupay, its affiliates, contractors, employees, officers, directors, agents and its third party suppliers, licensors, and partners harmless from any and all claims, losses, damages, and liabilities, costs and expenses including without limitation legal fees and expenses, arising out of or related to your use or misuse of Nupay’s mobile app services or of the website, any violation by you of this Agreement, or any breach of the representations, warranties and covenants made by you herein. Nupay reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Nupay, including rights to settle and you agree to cooperate with Nupay's defense and settlement of these claims. Nupay will use reasonable efforts to notify you of any claim, action or proceeding brought by a third party that is subject to the foregoing indemnification upon becoming aware of it. This paragraph shall survive termination of this Agreement.

Disclaimer; No Warranties
To the fullest extent permissible pursuant to applicable law, Nupay and its third-party partners, licensors, and suppliers disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights. No advice or information, whether oral or written, obtained by you from Nupay or through the services or the site will create any warranty not expressly stated herein. You expressly acknowledge that as used in this section, the term "Nupay" includes Nupay's officers, directors, employees, shareholders, partners, agents, licensors, subcontractors and affiliated companies. You acknowledge that Nupay is a mobile app service provider and is not liable for any 3rd party i.e. Partner’s obligations due to rates, quality, and all other instances, whether represented to you by the partner or otherwise. You expressly agree that use of the mobile app services and the website is at your sole risk. It is your responsibility to evaluate the accuracy, completeness and usefulness of all opinions, advice, services, merchandise and other information provided to you from partners or on the internet generally. We do not warrant that the service will be uninterrupted or error-free or that defects in the website will be corrected. The services and the site and any data, information, third party software, reference sites, services, or software made available in conjunction with or through the services and the site are provided on an "as is" and "as available," "with all faults" basis and without warranties or representations of any kind either express or implied. Nupay, and its third party suppliers, licensors, and partners do not warrant that the data, software, functions, or any other information offered on or through the services, the site or any reference sites will be uninterrupted, or free of errors, viruses or other harmful components and do not warrant that any of the foregoing will be corrected. Nupay and its third party suppliers, licensors and partners do not warrant or make any representations regarding the use or the results of the use of the services, the site or any reference sites in terms of correctness, accuracy, reliability, or otherwise. You understand and agree that you use, access, download, or otherwise obtain information, materials, or data through the services, the site or any reference sites at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system and device) or loss of data that results from the download or use of such material or data. We do not authorize anyone to make any warranty on our behalf and you should not rely on any such statement. This paragraph shall survive termination of this agreement. In no event will Nupay be liable for any incidental, consequential, or indirect damages (including, but not limited to, damages for loss of profits, business interruption, loss of programs or information, and the like) arising out of the use of or inability to use the site.

Ownership; Proprietary Rights
The Nupay’s mobile app services and the website are owned and operated by Nupay and/or third party licensors. The visual interfaces, graphics, design, compilation, information, computer code (including source code and object code), products, software, services and all other elements of the Nupay’s mobile app services and the website provided by Nupay (the "Materials") are protected by Indian copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Nupay, all materials, trademarks, service marks and trade names contained on the website are the property of Nupay and/or third party licensors or suppliers. You agree not to remove, obscure, or alter Nupay or any third party's copyright, patent, trademark, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the mobile app services. Except as expressly authorized by Nupay, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the materials. Nupay reserves all rights not expressly granted in this Agreement. If you have comments regarding the Nupay’s mobile app services and the website or ideas on how to improve it, please contact customer service. Please note that by doing so, you hereby irrevocably assign to Nupay, and shall assign to Nupay, all right, title and interest in and to all ideas and suggestions and any and all worldwide intellectual property rights associated therewith. You agree to perform such acts and execute such documents as may be reasonably necessary to perfect the foregoing rights.

Modification of this Agreement
Nupay reserves the right to change, modify, add, or remove portions of this Agreement (each, a "change") at any time by posting notification to the Nupay website www.nupay.co.in or otherwise communicating the notification to you. The changes will become effective, and shall be deemed accepted by you, 24 hours after the initial posting and shall apply immediately on a going-forward basis with respect to payment transactions initiated after the posting date. If you do not agree with any such modification, your sole and exclusive remedy is to terminate your use of the Nupay services. For certain changes, Nupay may be required under applicable law to give you advance notice, and Nupay will comply with such requirements.

Notice
Nupay may provide you with notices and communications by email, regular mail or postings on the Nupay website www.nupay.co.in through mobile app or by any other reasonable means. Except as otherwise set forth herein, notice to Nupay must be sent by courier or registered mail to Nupay Business Solutions Pvt. Ltd. India.

Waiver
The failure of Nupay to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Nupay.

Arbitration
Nupay may elect to resolve any dispute, controversy or claim arising out of or relating to this Agreement or Nupay’s mobile app service provided in connection with this Agreement by binding arbitration in accordance with the provisions of the Indian Arbitration & Conciliation Act, 1996. Any such dispute, controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in New Delhi, India and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either you or Nupay may seek any interim or preliminary relief from a court of competent jurisdiction in New Delhi, India, necessary to protect the rights or the property of you or Nupay (or its agents, suppliers, partners, and subcontractors), pending the completion of arbitration. Any arbitration shall be confidential, and neither you nor Nupay may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of the arbitration award. All administrative fees and expenses of arbitration will be divided equally between you and Nupay. In all arbitrations, each party will bear the expense of its own lawyers and preparation. The language of Arbitration shall be English.

Governing Law and Forum for Disputes
Except as otherwise agreed by the parties or as described in the Arbitration clause above, you agree that any claim or dispute you may have against Nupay must be resolved by a court located in New Delhi, India. You agree to submit to the personal jurisdiction of the courts located within New Delhi, India for the purpose of litigating all such claims or disputes. This Agreement shall be governed by the laws of India, without giving effect to any principles of conflicts of law.

Severability
If any provision of this Agreement is held to be unlawful, void, invalid or otherwise unenforceable, then that provision will be limited or eliminated from this Agreement to the minimum extent required, and the remaining provisions will remain valid and enforceable.

Assignment
This Agreement and any rights granted hereunder may not be transferred or assigned by you without our prior written consent which may be withheld in Nupay’s sole discretion, but may be assigned by Nupay without restriction. Any assignment attempted to be made in violation of this provision shall be void and of no effect.

Survival
Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration as applied to transfers and relationship prior to such termination or expiration.

Headings
The headings referenced herein are for convenience purposes only. They do not constitute a part of these Terms and Conditions and will not be deemed to limit or affect any of the provisions hereof.

Entire Agreement
This is the entire agreement between You and Nupay relating to the subject matter hereof and will not be modified except in writing, signed by both parties, or by a change to this Agreement made by Nupay in accordance with the terms of this Agreement.  

DOCUMENTATION

GENERAL CONDITIONS OF NUPAY MOBILE APP SERVICE
BILLING AND PAYMENT
CUSTOMER OBLIGATIONS

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