Vendor Panel Terms of Use

01 Definitions

1.1 “Vendor Panel” or “Panel”

Means the online dashboard, portal, software, APIs, tools, reports, interfaces, transaction-management facilities and related technology made available by the Company to authorised Vendors.

1.2 “Services”

Means the technology-enabled, verification, information, API, data, fintech-related technology, reporting, processing and other services made available by the Company through the Panel.

1.3 “End Customer”

Means any customer, applicant, user, client, merchant, borrower or other person in relation to whom the Vendor uses or accesses the Services.

1.4 “Service Transaction”

Means a request, order, service usage, service consumption, report generation, API request, verification request, deduction, reversal, adjustment or other activity relating to the Services provided through the Panel.

1.5 “Service Credits”

Means the internal points, credits or numerical units maintained within the Vendor’s Panel account solely for recording the Vendor’s entitlement to and consumption of Services and for calculating or recording deductions or charges against such Services.

1.6 “Third-Party Service Provider”

Means any bank, NBFC, payment service provider, credit bureau, verification provider, KYC provider, technology provider, API provider, data provider or other third party whose services or technology may be integrated with or made available through the Panel.

02 Purpose and Nature of the Vendor Panel

2.1 The Panel is a technology platform through which authorised Vendors can access, request, manage and monitor Services provided by the Company and/or relevant Third-Party Service Providers.

2.2 The Panel is intended primarily for business-to-business service delivery, service management, service consumption, reporting, reconciliation and related operational activities.

2.3 The Company may provide various technology-enabled and fintech-related Services through the Panel.

2.4 Where a Service involves a regulated activity or regulated Third-Party Service Provider, the applicable regulatory requirements and terms of the relevant provider shall also apply.

2.5 The Vendor shall not represent to any person that the Company is a bank, NBFC, payment system operator, PPI issuer, payment aggregator, lender, investment adviser, insurance company or other regulated financial entity unless expressly authorised.

03 Internal Service Credits / Panel Balance

3.1 The Panel may display a balance described as “Wallet”, “Service Balance”, “Credits”, “Points”, “Service Credits” or similar terminology.

3.2 Regardless of the terminology displayed in the Panel interface, such balance represents internal Service Credits maintained solely for accounting, service-usage and deduction purposes.

3.3 Service Credits are used to record the Vendor’s consumption of Services and corresponding charges.

3.5 Service Credits have no independent monetary or cash value outside the Services for which they are issued or maintained.

3.6 Service Credits cannot be withdrawn as cash.

3.7 Service Credits cannot be used by the Vendor to make payments to third parties.

3.8 Service Credits cannot be used as a general-purpose payment instrument.

3.9 The Vendor shall not sell, exchange, trade, pledge, transfer or otherwise commercially deal in Service Credits.

3.10 The Vendor shall not represent Service Credits to its End Customers or any third party as money, stored cash, a deposit, a bank balance, a regulated wallet or a financial product.

3.11 Where the Panel interface uses the term “Wallet” for technical or user-interface purposes, such terminology shall not alter the legal or commercial nature of the Service Credits.

04 Service Transactions

4.1 All Transactions recorded through the Panel relate to the internal Services provided through the Panel by the Company and/or applicable service providers.

4.2 A Service Transaction may result in the deduction of a specified number of Service Credits from the Vendor’s Panel balance.

4.3 Such deduction represents an internal accounting entry recording the Vendor’s consumption or charge for the relevant Service.

4.4 A Service Transaction does not, merely because it is recorded in the Panel, constitute a transfer of money between the Vendor and another person.

4.5 The Panel does not provide facilities for:

• Vendor-to-Vendor money transfers;
• customer-to-customer money transfers;
• Vendor-to-customer money transfers;
• bank transfers;
• cash withdrawal;
• remittance;
• general-purpose payments; or
• money transmission.

4.6 The Vendor shall review the applicable Service, charges and required Service Credits before initiating a chargeable Service request.

4.7 Once a Service request has been successfully submitted, processed or consumed, the applicable Service Credit deduction may be treated as final, subject to applicable correction, refund, reversal and dispute procedures.

05 Service Credit Deductions

5.1 Service Credits may be deducted when the Vendor:

• requests a Service;
• consumes a Service;
• generates a report;
• submits a verification request;
• accesses an API or data service;
• initiates a chargeable verification or information request;
• uses a chargeable technology feature; or
• performs any other activity identified by the Company as chargeable.

5.2 The number of Service Credits deducted shall ordinarily correspond to the applicable rate displayed in the Panel, communicated through a rate card, commercial agreement, invoice or other authorised communication.

5.3 The Company may modify Service charges from time to time in accordance with applicable commercial arrangements.

5.4 A Service Credit deduction is an internal accounting record of Service consumption and shall not be interpreted as a payment transfer or money-transfer transaction.

06 Addition / Loading of Service Credits

6.1 Where the Panel permits the Vendor to add or purchase Service Credits, such credits are provided solely for use against eligible Services available through the Panel.

6.2 Any payment made by the Vendor to obtain Service Credits, where applicable, shall be governed by the applicable commercial arrangement, invoice and payment terms of the Company.

6.3 Service Credits shall not thereby become a bank deposit, payment account, PPI, electronic money account or general-purpose wallet.

6.4 Service Credits may be used only for eligible Services made available by the Company.

6.5 Unless expressly agreed in writing or required by applicable law, unused Service Credits shall not be treated as freely withdrawable cash.

07 Service Credit Balance and Reconciliation

7.1 The Service Credit balance displayed in the Panel is an internal record maintained for service management, accounting and reconciliation purposes.

7.2 The Company may correct, reconcile or adjust the Service Credit balance in case of:

• technical errors;
• duplicate deductions;
• incorrect credits;
• incorrect pricing;
• failed or cancelled Service requests;
• refunds;
• reversals;
• fraud or misuse;
• reconciliation differences; or
• other legitimate operational or accounting requirements.

7.3 The Vendor shall promptly notify the Company if it identifies any apparent discrepancy in its Service Credit balance or Service Transaction history.

7.4 The Company’s system records, transaction logs, audit trails and other electronic records may be relied upon for determining Service usage and reconciling the Vendor’s account, subject to applicable law.

08 Refunds, Reversals and Service Adjustments

8.1 Where a Service has not been successfully delivered due to a technical or operational issue attributable to the Company, the Company may restore or adjust the applicable Service Credits.

8.2 Where a Service has been successfully processed or delivered, the applicable Service Credit deduction shall ordinarily remain valid.

8.3 Where Service Credits have been incorrectly deducted due to a technical or accounting error, the Company may correct the relevant entry.

8.4 The Company may reverse an erroneous Service Credit addition or credit.

8.5 Any refund of actual money paid by the Vendor, where applicable, shall be governed by the Company’s applicable refund policy and commercial agreement.

8.6 Service Credits themselves shall not automatically be treated as cash refundable balances.

09 Vendor’s Regulatory Responsibilities

9.1 The Vendor shall comply with all laws, rules, regulations, notifications, directions and guidelines applicable to its business and activities.

9.2 Depending upon the nature of the Vendor’s activities, applicable requirements may include those relating to:

• KYC;
• anti-money laundering;
• prevention of fraud;
• consumer protection;
• data protection;
• cybersecurity;
• taxation;
• electronic records;
• financial services;
• RBI requirements;
• payment systems;
• sanctions and prohibited transactions; and
• sector-specific regulations.

9.3 Where the Vendor itself requires a licence, registration, approval or authorisation to conduct any activity, the Vendor shall obtain and maintain such licence, registration, approval or authorisation.

9.4 The Vendor shall not use the Panel to conduct any regulated financial activity for which it does not possess the required authorisation.

9.5 The Vendor shall immediately inform the Company if any material licence, registration or authorisation relevant to its use of the Services is suspended, cancelled, revoked or materially restricted.

10 KYC, AML and Customer Due Diligence

10.1 Where a Service requires KYC, customer verification or customer due diligence, the Vendor shall provide accurate and complete information through the authorised process.

10.2 The Vendor shall not:

• upload false documents;
• manipulate identity information;
• use another person’s identity documents without lawful authority;
• bypass KYC or verification controls;
• create fictitious customers;
• submit knowingly incorrect information;
• assist another person in circumventing applicable compliance requirements; or
• misuse KYC or verification information.

10.3 The Company may reject, suspend, delay or refer a Service request where information is incomplete, inconsistent, suspicious or requires additional verification.

10.4 The Company may cooperate with competent authorities where required by applicable law.

10.5 Nothing in these Terms requires the Company to disclose confidential fraud detection, risk assessment, AML monitoring or security procedures where disclosure could compromise security or legal obligations.

11 Customer Information and Data Protection

11.1 The Vendor may have access to personal, identity, financial, credit-related, transaction or other confidential information through the Panel.

11.2 The Vendor shall use such information only for lawful and authorised business purposes connected with the Services.

11.3 The Vendor shall not sell, rent, disclose, distribute, commercially exploit or otherwise misuse information obtained through the Panel.

11.4 The Vendor shall implement appropriate technical and organisational safeguards against:

• unauthorised access;
• disclosure;
• alteration;
• destruction;
• copying;
• misuse;
• data leakage; and
• unauthorised transfer.

11.5 The Vendor shall not download, scrape, copy or export bulk customer information except where expressly permitted.

11.6 The Vendor shall comply with applicable Indian data-protection and privacy laws, including the Digital Personal Data Protection Act, 2023 and rules, notifications and amendments applicable to the relevant processing activity.

11.7 The Vendor shall promptly notify the Company of any actual or suspected unauthorised access, data breach or security incident involving information obtained through the Panel.

11.8 The Vendor shall cooperate with the Company in connection with legally applicable data-subject requests, regulatory requirements, investigations and security incidents.

12 Customer Representations and Marketing

12.1 The Vendor shall provide its End Customers with accurate, complete and non-misleading information regarding the Services.

12.2 The Vendor shall not make false, misleading or unauthorised representations concerning:

• loan approval;
• credit approval;
• credit score improvement;
• guaranteed financial outcomes;
• guaranteed refunds;
• guaranteed transaction success;
• RBI approval;
• government approval;
• regulatory status;
• turnaround times;
• eligibility; or
• any Service result.

12.3 The Vendor shall not represent itself as an employee, officer, agent, authorised representative or partner of the Company unless expressly authorised in writing.

12.4 The Vendor shall not use the Company’s name, trademarks, logos, regulatory references or marketing material in a manner that creates a false impression of regulatory approval, endorsement or partnership.

13 Prohibited Activities

The Vendor shall not use the Panel or Services for:

• fraud or attempted fraud;
• money laundering;
• terrorist financing;
• proceeds of crime;
• identity theft;
• forged or manipulated documents;
• fictitious customer creation;
• unauthorised KYC activity;
• unlawful financial activity;
• unauthorised lending or collection activity;
• transactions intended to conceal the source or destination of funds;
• sanctions violations;
• manipulation of Service Credit balances;
• unauthorised access;
• cyberattacks or malicious activity;
• data scraping or unauthorised data extraction;
• circumvention of security controls;
• misuse of another person’s account;
• activity prohibited under applicable law; or
• any activity that may expose the Company, its partners, service providers or customers to regulatory, financial, legal or reputational risk.

14 Fraud, Risk and Security Monitoring

14.1 The Company may monitor Panel activity, Service Transactions and account behaviour for legitimate purposes including security, fraud prevention, service integrity, reconciliation and legal or regulatory compliance.

14.2 Where suspicious, unusual or potentially fraudulent activity is identified, the Company may:

• request additional information;
• delay processing;
• place a Service request on hold;
• restrict functionality;
• suspend the Vendor account;
• restrict Service Credits;
• correct or reverse erroneous entries;
• investigate the activity; or
• report information to competent authorities where legally required.

14.3 The Company is not required to disclose confidential fraud-detection rules, risk scores, monitoring methods or security mechanisms where disclosure may compromise security, investigation or legal obligations.

15 Account Security

15.1 The Vendor shall maintain the confidentiality of:

• username;
• password;
• OTP;
• API credentials;
• authentication tokens;
• access keys; and
• other security credentials.

15.2 Credentials shall not be shared with unauthorised persons.

15.3 The Vendor is responsible for activity carried out through its account, subject to applicable law.

15.4 The Vendor shall immediately notify the Company if it becomes aware of unauthorised access, compromised credentials, suspicious activity, unauthorised Service Transactions, lost credentials or a security incident.

15.5 The Company may introduce additional authentication and security requirements from time to time.

16 API and Technical Access

16.1 The Vendor shall use the APIs only for authorised purposes.

16.2 The Vendor shall not reverse engineer, decompile, modify, interfere with or attempt to discover the underlying source code or security mechanisms.

16.3 The Vendor shall not conduct penetration testing, vulnerability scanning, load testing or security testing without prior written authorisation.

16.4 The Vendor shall not:

• bypass rate limits;
• overload the system;
• scrape data;
• manipulate API responses;
• inject malicious code;
• attempt unauthorised access;
• interfere with system availability; or
• circumvent technical restrictions.

17 Fees and Commercial Terms

17.1 Applicable Service charges, Service Credit requirements, commissions, transaction charges and other commercial terms may be communicated through the Panel, rate card, commercial agreement, invoice or other written communication.

17.2 The Company may modify Service charges prospectively in accordance with the applicable commercial arrangement.

17.3 Applicable taxes, duties, levies and statutory charges shall be borne by the party legally responsible for them.

17.4 The Company may adjust amounts payable by or credits available to the Vendor against outstanding dues, incorrect credits, duplicate credits, Service reversals, refunds, fraud-related adjustments, technical errors, chargeable Service usage or other amounts legally recoverable.

18 Third-Party Service Providers

18.1 Certain Services may depend upon Third-Party Service Providers.

18.2 Such Services may be subject to separate eligibility criteria, terms, fees, limits, availability and regulatory requirements.

18.3 The Company does not guarantee uninterrupted availability of a Third-Party Service.

18.4 The Company may modify, replace, suspend or discontinue a Third-Party Service where reasonably necessary.

18.5 Where a Third-Party Service Provider rejects, delays, reverses or fails to process a request, the Company may correspondingly update the Service Transaction or Service Credit records.

19 Intellectual Property

19.1 All intellectual property rights in the Panel, software, interface, design, documentation, databases, technology, trademarks and related materials belong to the Company or its licensors.

19.2 The Vendor receives only a limited, non-exclusive, non-transferable and revocable right to use the Panel for authorised business purposes.

19.3 The Vendor shall not copy, reproduce, modify, distribute, resell, reverse engineer or commercially exploit the Panel except as expressly authorised.

20 Confidentiality

20.1 The Vendor shall maintain strict confidentiality of all non-public information obtained through its relationship with the Company.

Such information includes:

• customer information;
• Service Transaction information;
• Service Credit information;
• pricing;
• API credentials;
• technical information;
• security mechanisms;
• business processes;
• reports;
• documentation; and
• other confidential information.

20.2 Confidential information shall not be disclosed to any third party except where required by law or expressly authorised.

20.3 Confidentiality obligations shall survive suspension or termination of the Vendor’s Panel access.

21 Records and Audit

21.1 The Vendor shall maintain accurate records relating to its use of the Services and End Customer interactions where applicable.

21.2 The Company may request reasonable information or records for Service reconciliation, transaction investigation, fraud prevention, regulatory compliance, customer complaints, dispute resolution, security investigation or legal requirements.

21.3 The Vendor shall cooperate with reasonable investigations and provide relevant information within the timeframe reasonably specified by the Company.

22 Suspension and Termination

22.1 The Company may suspend, restrict or terminate the Vendor’s Panel access where:

• the Vendor breaches these Terms;
• fraudulent or suspicious activity is detected;
• false information is provided;
• the Panel is misused;
• applicable law is violated;
• regulatory or law-enforcement requirements require action;
• the Vendor’s account creates a security risk;
• applicable dues remain unpaid;
• Service Credits or Service Transactions are manipulated;
• customer information is misused; or
• continued access may expose the Company or its stakeholders to material legal, regulatory, financial or security risk.

22.2 The Company may also suspend particular Services without suspending the entire Vendor account where the circumstances relate only to such Services.

22.3 Suspension or termination shall not extinguish obligations accrued before termination.

23 Unused Service Credits After Termination

23.1 Upon suspension or termination, the Company may restrict the use of Service Credits pending account reconciliation.

23.2 The treatment of unused Service Credits shall be governed by the applicable commercial agreement, refund policy and applicable law.

23.3 Unless expressly agreed otherwise or required by applicable law, unused Service Credits shall not automatically become cash or create a right to withdraw money from the Panel.

24 Disclaimers

24.1 The Panel and Services are provided subject to availability and applicable Service conditions.

24.2 Except where expressly required by applicable law, the Company does not guarantee that:

• the Panel will always be available;
• every Service request will succeed;
• every Third-Party Service will remain available;
• Services will always be completed within a particular timeframe;
• third-party information will always be error-free; or
• a particular commercial or financial outcome will be achieved.

24.3 Nothing in these Terms excludes liability or statutory obligations that cannot lawfully be excluded under Indian law.

25 Limitation of Liability

To the maximum extent permitted by applicable law, the Company shall not be liable for indirect, incidental, consequential, special or punitive losses, including loss of profits, business opportunities, goodwill or anticipated savings arising from the Vendor’s use of the Panel.

The Company shall not be responsible for losses arising primarily from:

• Vendor negligence;
• Vendor misconduct;
• unauthorised sharing of credentials;
• inaccurate information supplied by the Vendor;
• fraudulent activity by the Vendor or its End Customers;
• failure of a Third-Party Service Provider;
• banking or payment-system failure where applicable;
• telecommunications or internet failure;
• cyber incidents outside the Company’s reasonable control;
• government or regulatory action; or
• force majeure events.

Nothing in this clause shall limit liability to the extent such limitation is prohibited by applicable law.

26 Vendor Indemnification

The Vendor agrees to indemnify and hold harmless the Company, its directors, officers, employees, affiliates and service providers against claims, losses, liabilities, penalties, damages, costs and expenses arising from or relating to:

• breach of these Terms;
• violation of applicable law;
• fraudulent or unlawful activity;
• misuse of the Panel;
• unauthorised Service Transactions;
• violation of customer rights;
• data breach caused by the Vendor;
• misuse of customer information;
• false or misleading representations made by the Vendor;
• infringement of third-party intellectual property rights; or
• regulatory or legal action attributable to the Vendor’s acts or omissions.

27 Force Majeure

The Company shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, regulatory restrictions, internet or telecommunications failure, cyber incidents, infrastructure failure, banking-system failure, payment-network failure or Third-Party Service Provider outage.

28 Changes to Services and Terms

28.1 The Company may modify, update, suspend or discontinue any feature or Service available through the Panel.

28.2 The Company may amend these Terms where reasonably necessary due to changes in law, regulation, technology, Services or business requirements.

28.3 Updated Terms may be published through the Panel or communicated through another appropriate electronic method.

28.4 Continued use of the Panel after the effective date of updated Terms shall constitute acceptance of the updated Terms, subject to applicable law.

29 Electronic Records and Communication

29.1 The Vendor agrees that electronic records maintained by the Company, including system logs, Service Transaction records, audit trails, authentication records and electronic communications, may be used as evidence of activities carried out through the Panel, subject to applicable law.

29.2 Notices may be provided through the Panel, registered email address, registered mobile number or another electronic communication method maintained by the Vendor.

30 Grievance and Support

For operational or Service-related complaints, the Vendor may contact:

The Vendor may be required to provide relevant Service Transaction IDs, dates, amounts/credits, customer references and supporting documents for investigation.

The Company may require additional information where reasonably necessary to investigate a complaint.

31 Governing Law and Jurisdiction

31.1 These Terms shall be governed by and interpreted in accordance with the laws of India.

31.2 Subject to applicable statutory and regulatory jurisdiction, courts located at [CITY, STATE], India shall have exclusive jurisdiction over disputes arising out of or relating to these Terms.

31.3 Nothing in this clause shall prevent either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction.

32 Severability

If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

33 Waiver

Failure or delay by the Company in enforcing any provision of these Terms shall not constitute a waiver of its right to enforce that provision subsequently.

34 Assignment

34.1 The Vendor shall not assign, transfer or otherwise deal with its rights or obligations under these Terms without prior written consent.

34.2 The Company may assign or transfer its rights and obligations as part of a merger, restructuring, acquisition, sale of business, transfer of Services or similar corporate transaction, subject to applicable law.

35 Entire Agreement

These Terms, together with any applicable commercial agreement, Service-specific terms, privacy policy, refund policy, rate card and other written terms expressly incorporated by reference, constitute the agreement governing the Vendor’s use of the Panel.

Where a Service-specific written agreement conflicts with these Terms, the Service-specific agreement shall prevail only to the extent of the specific conflict.

36 Vendor Acceptance

By creating an account, logging into the Panel, activating Services, adding Service Credits, initiating a Service Transaction or otherwise using the Panel, the Vendor confirms and agrees that:

• it has read and understood these Terms;
• it has authority to accept these Terms on behalf of itself or the entity it represents;
• all information supplied to the Company is accurate and complete;
• it shall use the Panel only for lawful and authorised purposes;
• it shall comply with applicable laws and regulatory requirements;
• it shall not misuse customer, Service or transaction information;
• it understands that Service Credits are internal points/credits used solely to record Service consumption and deductions;
• it understands that Service Credits are not cash, deposits, bank balances, payment accounts or general-purpose wallets;
• it understands that Service Transactions recorded through the Panel relate to Services provided through the Panel;
• it accepts the provisions concerning fraud prevention, suspension, Service Credit adjustments, confidentiality, liability and indemnification; and
• it agrees to be legally bound by these Terms.