"Acquiring Banks" shall mean various banks, financial institutions, Card Associations, payment system providers who are defined and licensed under the Payment and Settlement Systems Act, 2007 and other software providers who are in the business of providing information technology services, including but not limited to, POS terminals, internet-based electronic commerce, internet payment gateway and electronic software distribution services.
"Acquiring Bank Services" shall mean the POS/payment gateway system and services provided by the Acquiring Banks such as to (i) route internet/POS terminal-based Valid Card transactions; (ii) offer various facilities through the internet/POS terminals, including Net Banking facilities; (iii) provide Authentication and Authorization from Card Associations/Issuing Institutions or other third party clearing houses; and (iv) provide settlement facilities in respect of payment instructions initiated by the customers.
"Applicable Law" shall mean all laws, ordinances, and judgments of any court or government authority, administrative or regulatory including notifications or guidelines issued by the Reserve Bank of India.
"Authentication" shall mean the process by which the Customer's identification is authenticated by the Acquiring/Issuing Banks.
"Authorization" shall mean the process by which the Issuing Institution and/or banks and/or the relevant Card Association electronically or otherwise convey the approval of the charge (i.e. if the Customer has a Valid Card and/or the required credit limit/ debit limit to pay the Customer Charge requested) on a Transaction being undertaken by a Customer.
"Business Days" shall mean (i) A day other than Saturday or Sunday or (ii) a day other than on which the Banks in India and/or Reserve Bank of India are closed for business / clearing, or (iii) a day other than on which normal business in India could not be transacted due to storms, floods, bandhs, strikes, or (iv) any days other than declared by MSME Len Den and/or Acquiring/Issuing Bank as a Holidays etc.
"Card Association(s)" shall mean any of Visa, MasterCard, Visa Electron, Maestro, Rupay, Diners, American Express or any other card association as may be specified by MSME Len Den from time to time.
"Card Association Rules" shall mean the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed or adopted by any Card Association.
"Chargeback" shall mean the approved and settled card or net banking Transactions which are raised or disputed by the valid cardholder or valid account holder to the Issuing bank or its bank and at any time reversed or debited (shall also include similar debits to MSME Len Den’s bank accounts, if any) by the Acquiring and/or Issuing Bank for any reason whatsoever, together with the bank fees, penalties and other charges incidental thereto if any.
"Commercial Payment Schedule" shall mean a separate payment schedule agreed upon between the Customer and MSME Len Den setting out the Service Fee (defined below), the set-up fee, annual maintenance charges, security deposit and any other charges payable by the Customer for the MSME Len Den Services.
"Confidential Information" shall mean any and all written, oral or another tangible or intangible form of information, discoveries, ideas, concepts, know-how (whether patentable or copyrightable or not),
research, development, designs, drawings, blueprints, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, algorithms, software programs, marketing plans or techniques, technical, financial, or business information" trade secrets which include but is not restricted to any portion or scientific or technical or proprietary information, design, process, procedure, formula or improvement which is not generally available to the public as delivered by MSME Len Den ("Disclosing Party") to the other Party ("Receiving Party") within the framework of these Terms and Conditions or resulting therefrom. Confidential Information shall also include the details of Customers, available on the MSME Len Den Platform.
“Customer Charges” shall have the meaning set out under Paragraph 6 (iii). "Customer/Corporate/Enterprise" shall mean an individual or legal entity, who/which purchases/utilize or sells Products or Services from or to the Vendors/Partners/MSME Len Den, payment of which gets directed to the Payment Mechanism provided by MSME Len Den under MSME Len Den Services
"Customer/Corporate/Enterprise Bank Account" shall mean a bank account or credit/debit/ prepaid/ cash card account of the Customer with Issuing Institution.
"Customer/Corporate/Enterprise Charge/Transaction Amount" shall mean the sale price of the products purchased or sold by the Customer plus the shipping charge (if any) or in case of utility the actual Bill amount presented by the Utility biller for services utilized by the customer/corporate/enterprise and all other taxes, duties, costs, charges and expenses in respect of the Products/payment that is to be paid by the Customer or Vendors, as the case may be.
"Customer Data" shall mean data and information that Customer submits to MSME Len Den or to MSME Len Den Sites or on the Platform in connection with the Services, including information stored in or processed through the MSME Len Den Platform. However, such data or information shall not include the data or information which is/are in the public domain;
"Financial Institution" shall mean one or more of “MSME Len Den” approved banks or financial institutions including NBFC.
"Issuing Institution or Issuing bank" shall mean a bank or financial institution or other legal entity, with which the Customer or Vendor (as the case may be) has a Net Banking account and/or which has issued the Valid Card to the Customer or Vendors.
"Customer MSME Len Den Account" shall mean the Customer account maintained with MSME Len Den in order to provide the MSME Len Den Services to the Customer
"Vendor Bank Account" shall mean the bank account maintained by Vendor for payment, which Customer nominates for settlement of Vendor Settlement Amount and the details of which are provided to MSME Len Den.
"Net Banking Account" shall mean the facility and internet account provided by the Issuing Institution to Customers or Vendors holding a bank account with the Issuing Institutions specified by MSME Len Den from time to time. Provided that the bank account is not listed in current warning or restricted bank account bulletins or notices.
"Nodal Account" shall mean a non-operative account held by MSME Len Den with any of the banks for the purpose of pooling the monies collected from Customers on behalf of the Vendors/ Partners/ Customer and facilitating the transfer of these funds in final settlement to the Vendors/ Partners/ Customer (after deducting Service Fee or as per arrangement between Customer & its Vendor), pursuant to RBI notification DPSS.CO.PD.No.1102/ 02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications amended from time to time.
"Nodal Bank" shall mean the bank(s) designated by MSME Len Den for the purpose of pooling the funds collected from Customers on behalf of the Vendor/ Partners/ Customer and facilitating the transfer of these funds in final settlement to the Vendor/ Partners/ Customer (after deducting Service Fee or as per arrangement with Corporate, pursuant to RBI notification DPSS.CO.PD.No.1102/02.14.08/2009-10, dated 24/11/2009 or any other RBI notifications or guidelines amended from time to time.
"One Click Checkout" shall mean the facility provided to the Customers to use its Valid Card details with MSME Len Den designated industry-standard compliant third party for payment with a single click.
"Outstanding Amount" shall mean the amount payable by the Customer or Vendor to MSME Len Den, Acquiring and/or Issuing Banks towards Chargebacks or any fees, penalties or other payments owed to MSME Len Den by the Customer or Vendor; and any claims, cost or expenses as a result of the proceedings filed against MSME Len Den and/or Acquiring and/or Issuing Banks by the Customers or any third Party.
"Payment Mechanism" shall mean the mechanism of making payment by utilizing the internet/POS terminal/Batch Auth/Batch Upload/any other form of facilities of various Acquiring and/or Issuing Banks, Card Associations, card payment systems and through such other modes and mechanisms of payment and delivery as may be notified by MSME Len Den from time to time.
"MSME Len Den Services" shall have the meaning ascribed to it under "Services" as defined herein and more particularly described in the Scope of Work hereto provided through MSME Len Den Services Products.
"MSME Len Den Services Product" shall mean the MSME Len Den products by means of which MSME Len Den provides MSME Len Den Services. The Customer will be provided with the MSME Len Den Services Product in the manner described in the Terms and Conditions.
"MSME Len Den Sites" shall mean the websites provided by MSME Len Den by means of which MSME Len Den provides MSME Len Den Services to the Customers and Vendors.
"Products" shall mean goods and/or services offered for sale by the Customer or Vendor or MSME Len Den on its Sites or through other mediums.
"POS Terminal" shall mean a point of sale device placed in a Vendor/Corporate location which is connected to the acquiring bank system via telephone lines and is designed to authorize, record and settle data by electronic means for all sales transactions with acquiring banks.
"RBI" shall mean the Reserve Bank of India.
"Settlement Amount" shall mean the final amount to be settled and transferred to the Vendor Bank Account or Customer/Service provider Bank Account (as the case may be) after due collection of charges/fees payable to MSME Len Den under these Terms and Conditions.
"Services" shall mean MSME Len Den facilitating Payments and payments-related products & other related products or services to customers and businesses through its platform or with the use of its platform or services and also Financial Supply Chain Management through an online platform or anything which uses MSME Len Den Services Product.
"Vendor/Partner/Vendors/Partners" shall mean the supplier or purchaser of goods or services to or from Customer.
"Territory" shall mean boundaries within India.
"Transaction" shall mean the payment for the purchase or sale of goods and services by Customer or MSME Len Den, where the delivery of the goods or services associated with such transactions is immediate or simultaneous to the payment or where the payment is being made after the goods or services have been delivered and consumed.
‘Transactions’ shall not include any transaction where the payment is made in advance while the goods/services are delivered/performed in a deferred manner.
"Work Orders" shall mean a request by Customer to MSME Len Den for access to MSME Len Den Platform and provisioning of Services as per the terms and conditions stated in these Terms and Conditions.
"Valid Card" shall mean any unexpired credit card, prepaid or debit card which is issued by an Issuing Institution designated to issue a Visa, MasterCard, RuPay, American Express, Visa Electron or a Maestro or cash card, pre-paid card or another card as may be specified by MSME Len Den from time to time. Provided that the card is not listed in current warning or restricted card bulletins or notices and bears the signature of the person in whose name the card is issued.
Sapphiro facilitates MSME Len Den Services between the Customer and Vendors/ Partners/ Utility Solution providers through the MSME Len Den Platform. It also enables the Customers or Vendors to make payment of Transaction Amount through the MSME Len Den Platform for Transactions carried through the Payment Mechanisms using Acquiring and/or Issuing Bank's Services. Once the payment instruction is Authenticated and Authorized by the respective Acquiring and/or Issuing Bank in respect of a Transaction, the Acquiring and/or Issuing Bank will transfer such approved Transaction Amount to the Nodal Account. The Customer hereby directs and authorizes MSME Len Den to receive, hold, disburse and settle the Transaction Amount in accordance with and subject to the Terms and Conditions. MSME Len Den shall provide the initial set-up and integration and deployment of the "MSME Len Den" Platform at the Customer's sites, including training to Customer personnel.
Sapphiro facilitates the issuance of corporate credit cards and prepaid cards to its corporate Customers where such cards are issued by its partner banks (“Partner Banks”). In its arrangement with the Partner Banks, the Partner Banks issue co-branded cards and MSME Len Den undertakes marketing, promotion and distribution services in relation to these cards, for the purpose of facilitating the issuance of credit cards and prepaid cards. Notwithstanding anything stated herein, it is hereby clarified that MSME Len Den shall not undertake any KYC verification process or decision in relation to the approval or disapproval of the issuance of the cards to the users and the same shall be undertaken directly by the Partner Bank. Any KYC verification and the decision in relation to the issuance of the cards shall be the sole responsibility of the Partner Bank and MSME Len Den shall not be liable for the same in any manner.
Sapphiro also facilitates the issuance of credit and prepaid cards to the employees of its corporate Customers, wherein the Customers pay the amount up to the assigned credit limit on each card in advance and Sapphiro facilitates the issuance of such cards, through its arrangement with the Partner Bank(s). These corporate cards can be customised as per the request of the Customers. The Partner Bank(s) issue the card and process all transactions requested by the Customers. MSME Len Den shall undertake marketing, distribution and promotion of the credit card. Please read the terms and conditions governing the credit cards issued by the Partner Bank, where such issuance is facilitated by MSME Len Den, is available at MSME Len Den and the terms and conditions governing the prepaid card issued by the Partner Bank and facilitated by MSME Len Den, is available at MSME Len Den
MSME Len Den provides a spend management dashboard to its Customers which shall provide for management of all spends, including payables, receivables, and expenses, including employee expenses (“Spend Management Service”). Every Customer on the Platform gets a unique login on sign up and/or on the issuance of the card by the Partner Bank through MSME Len Den, which enables the spend management dashboard for all such Customers where any transaction occurring on their card or on Platform is fed in real-time onto the spend management dashboard with details such as value, merchant, time, etc.
MSME Len Den also provides a dashboard which allows the Customers to track the number of days for which payments have been outstanding and other relevant information, thereby allowing them to track their spending. MSME Len Den further provides a dashboard which allows the Customers to track any payment due to the Customers, the number of days for which payments have been outstanding and other relevant information.
MSME Len Den Services are not available to minors i.e. persons under the age of 18 (eighteen) years or to any users suspended or removed from the MSME Len Den Platform for any reason whatsoever. The customer represents that he/she is of legal age to form a binding contract and is not a person barred from using or accessing the MSME Len Den Platform under the applicable laws of India. You may use the MSME Len Den Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations.
MSME Len Den Services is always evolving and the form and nature of the MSME Len Den Services may change from time to time without prior notice to the Customer. In addition, MSME Len Den may stop (permanently or temporarily) providing MSME Len Den Services (or any features within MSME Len Den Services) to you or the Customers generally and may not be able to provide you with prior notice. MSME Len Den also retains the right to create limits on use, storage and features at its sole discretion at any time without prior notice to you.
In order to use the MSME Len Den Service, you will have to register on the MSME Len Den Platform by providing certain details about yourself, including your name, mobile number, email address and such other details as may be required and create an account (“Account”). Additionally, Customers are prohibited from selling, trading, or otherwise transferring their Account to another party.
Customer shall ensure and confirm that the Account information provided by them is complete, accurate and up-to-date. If there is any change in the Account information, you shall promptly update your Account information on the MSME Len Den Platform. If you provide any information that is untrue, inaccurate, not current or incomplete (or becomes untrue, inaccurate, not current or incomplete), or if MSME Len Den has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MSME Len Den has the right to suspend or terminate your Account and refuse any and all current or future use of the MSME Len Den Service (or any portion thereof) at its discretion, in addition to any right that MSME Len Den may have against you at law or in equity, for any misrepresentation of information provided by you.
Customer is responsible for maintaining the confidentiality of the Account information, safeguarding the password or credentials that you use to access the Service and for any activities or actions under your Account. You are encouraged to use "strong" passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with your Account and with other accounts that you may connect to your Account (such as Facebook, Twitter or your email).
Customer agrees to (a) immediately notify MSME Len Den of any unauthorized use of your Account information or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. MSME Len Den cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Further, MSME Len Den will not be liable for any loss that you may incur as a consequence of the unauthorized use of your Account either with or without your knowledge.
Customer may be held liable for losses incurred by MSME Len Den or any other user of or visitor of the MSME Len Den Platform due to authorized or unauthorized use of your Account as a result of your failure in keeping your Account information secure and confidential.
Customer may terminate their account at any time by writing to MSME Len Den at email@example.com.
The Customer agrees that: Customer shall provide all the information and details required by MSME Len Den and fill all forms as may be required by MSME Len Den
Customer shall also provide such declarations as specified by MSME Len Den and required by the Bank in the form and manner as may be specified by MSME Len Den.
The customer shall be responsible for the accuracy of information provided by the Customer under the forms specified above.
he/she will provide appropriate infrastructure for access of the MSME Len Den Platform provided by MSME Len Den, on its platform.
Customer will ensure that the MSME Len Den Platform is operated by authorized identified competent personnel in accordance with the furnished operating instructions and are used only for the purposes contemplated under the Terms and Conditions;
Customer shall be solely responsible for the authentication of any information and legitimacy of Customer's Vendors.
Customer shall be solely liable for payment due to the Financial Institutions including any charges in connection with the same. MSME Len Den will act purely on the instructions of the Customer as per the information provided by the Customer.
Customer will be responsible to identify and clearly articulate the Vendors/ Utility /GST/ Rental service provider who needs to be paid.
Customer is responsible and accountable for all the information and due diligence of its Vendors/ Utility Service Provider/ Partners.
Customer understands and acknowledges that the Platform permits only transactions where delivery of the goods or services associated with such transactions is immediate or simultaneous to the payment or transactions where payment is being made after the goods or services have been delivered and consumed (“DvP Transaction”). You undertake that you shall use the MSME Len Den Platform only for performing DvP Transactions and shall not perform any transactions where the payment is made in advance while the goods/services are delivered/performed in a deferred manner.
The customer shall disclose the exact business category/business sub-category for which the customer will be using the MSME Len Den Services and shall only avail the MSME Len Den Services through an approved mechanism by MSME Len Den. In order to use the MSME Len Den Services for any other purpose, the Customer shall notify MSME Len Den in writing of the such change and such change will be subject to approval by MSME Len Den. The Customer understands that in order to avail of Services, the Customer must be approved by and registered with MSME Len Den, the Acquiring and/ or Issuing Banks and/or Nodal Bank. Any undertaking with respect to the MSME Len Den Services under these Terms and Conditions shall be subject to MSME Len Den's, the Acquiring and/or Issuing Bank's and/or Nodal Bank's approval and completion of the registration process. The Customer further understands and acknowledges that MSME Len Den, the Acquiring and/or Issuing Banks and/or Nodal Bank have the right to withdraw their approval/consent at any time prior to or after the commencement of the MSME Len Den Services.
In consideration for MSME Len Den Services, the Customer agrees to pay MSME Len Den, service fee as may be agreed between the MSME Len Den and the Customer in writing (“Service Fee”), which can be deducted by MSME Len Den from the Transaction Amount in respect of each completed Transaction. The Customer also agrees to pay MSME Len Den an additional Service Fee as agreed in writing which could be flat, monthly or annual fees. MSME Len Den reserves the right to revise the service fee periodically, and MSME Len Den will intimate the Customer of any such change within a reasonable time.
Any other amounts payable by the Customer such as the set-up fee, annual maintenance charges, security deposit and any other charges ("Customer Charge") shall be agreed between the Customer and MSME Len Den in writing
MSME Len Den shall endeavour to instruct the Nodal Bank to transmit the Settlement Amount from the Nodal Account to the Vendor's Bank Account or in Customer Bank Account in case the Customer is accepting payments from Vendors within the time-period prescribed by RBI commencing from the date of Completion of Transaction as separately mutually agreed. If the Customer opts for MSME Len Den Services using MSME Len Den Services Product, the Customer understand that the Transaction is shall be completed only upon receipt of the Transaction Amount in the Nodal Account from the Acquiring and/or Issuing Banks and reconciliation of the same by the Acquiring and/or Issuing Banks, MSME Len Den and the Nodal Bank ("MSME Len Den Completion of Transaction").
The transmission of the Settlement Amount to the Vendor Bank/Utility/GST/Rental Service provider bank account shall be subject to reconciliation of the Customer Charge by the Acquiring and/or Issuing Banks, MSME Len Den and the Nodal Bank after actual receipt of Transaction Amount in the Nodal Account. The Customer shall be solely responsible for all payments with respect to refunds and Chargebacks and MSME Len Den shall not be liable for any claims, disputes, and/or penalties which may arise in connection with such refunds or Chargebacks. The Customer agrees to indemnify MSME Len Den in respect of any claims, disputes, penalties, costs and expenses arising directly or indirectly in relation to refunds or Chargebacks for all Transactions initiated and instructed through the MSME Len Den Platform or through other medium.
Notwithstanding anything contained herein, the Customer hereby fully confirms and agrees that MSME Len Den, Acquiring and/or Issuing Bank and Nodal Bank reserve the right to reject payments with respect to any Customer Charge for reasons including but not limited to unlawful, unenforceable, doubtful or erroneous Transaction, Chargeback, refund, fraud, suspicious activities, card Authentication and Authorization issues, overpayment made due to mathematical errors or otherwise, penalties incurred, Transaction related issues, issues related to Delivery, Customer Charge or Product, if the Transaction was not made in accordance with the requirements of MSME Len Den and/or the Acquiring and/or Issuing Banks and/or Card Association.
In the event of rejection of payment with respect to Customer Charge, Chargeback, refunds or other Outstanding Amounts due to MSME Len Den, Acquiring and/or Issuing Bank, MSME Len Den and/or the Acquiring and/or Issuing Bank reserve the right to reverse the credit given to the Customer or Vendor or Vendors Bank Account or set-off the payment amount rejected, Chargeback or refunded or the Outstanding Amount against Settlement Amount payable to the Vendor or Vendors or Customer or utility service provider. MSME Len Den and/or Acquiring and/or Issuing Banks may also deduct the payment amount due from future Settlement Amounts payable to the Vendor or Vendors or Customer with respect to subsequent Transactions and/or ask to pay before any future transaction processing. All Settlement Amount due to the Vendor(s), Customer or utility service provider may be suspended or delayed till such time as MSME Len Den, the Acquiring and/or Issuing Banks and/or Nodal Bank deems fit, if (a) the Customer or a third party commits any fraud or violates any law or legal requirement; (b) MSME Len Den and/or the Acquiring and/or Issuing Banks have reasons to believe that a fraud has been committed by the Customers, (c) the Customer has excessive pending Chargebacks or poses high Chargeback and/or refund Risk; or (d) for any other reasonable reasons. MSME Len Den reserves the right to reject or de-board any Vendor/service provider found violating Acquiring/Issuing bank norms & guidelines and/or for OFAC/Sanctions/AML purposes.
The MSME Len Den, Acquiring and/or Issuing Banks and/or Card Association has the right to reject authorization of Transaction placed by the Customer for any reason including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of banned items, use of compromised Valid Cards, use of blacklisted/banned cards or in accordance with the RBI, Acquiring Banks, Issuing Institution and/or Card Association rules, guidelines, regulations, etc and any other Applicable Laws, rules, regulations, guidelines in force in India, etc. MSME Len Den and/or the Acquiring and/or Issuing Banks reserve the right to limit or restrict transaction size, amount and/or monthly volume at any time. For the purpose of clarity, such limitations or restrictions may be imposed for the following reasons including but not limited to limits/restrictions on the number of purchases which may be charged on an individual Valid Card or net banking account during any time the period, unusual monetary value of Transaction, etc. Further, MSME Len Den may at its sole any card number, account numbers, group of cards or Transactions from any specific blocked or blacklisted Customer cards, accounts, specific, group of IP addresses, devices, geographic locations and/or any such risk mitigation measures it wishes to undertake.
MSME Len Den reserves and retains all of its rights, title, and interest in and to the services connected to the MSME Len Den Platform, and all its copyrights, patents, trademarks, service marks, design rights (whether registered or unregistered), trade secrets, know-how, expertise, and all other similar proprietary rights associated therewith, including the trademark ‘MSME Len Den’ ("Intellectual Property Rights") and/or which are developed in connection with the MSME Len Den Services and MSME Len Den Platform, or already developed. MSME Len Den does not convey any proprietary rights or other interest therein to Customer. The customer has non-exclusive, revocable and limited access to use MSME Len Den Platform but cannot reproduce, communicate, modify or reverse engineer the MSME Len Den Platform. Customers must not copy or allow any third party access to the MSME Len Den Platform without prior written consent from MSME Len Den. Customer understands that MSME Len Den is in no way transferring or assigning its Intellectual Property Rights in MSME Len Den Platform or any of its other products and services to the Customer or any other party as they shall remain the exclusive property of the MSME Len Den. Upon termination of Customer’s engagement with MSME Len Den for whatsoever reasons, the Customer will deliver and return to MSME Len Den all documents, samples, and other materials which may have been provided by MSME Len Den in connection with the MSME Len Den Platform or the Services.
Notwithstanding anything stated herein, the aggregate liability of MSME Len Den to the Customer from any cause whatsoever shall not, in any event, exceed the sum equivalent to the Service Fee earned by MSME Len Den from the Transactions undertaken by the Customer on the MSME Len Den Platform, during the month preceding the date of occurrence of such liability. Provided that MSME Len Den shall not be liable to the Customer for any special, incidental, indirect or consequential damages, damages from loss of profits or business opportunities even if MSME Len Den has been advised in advance of the possibility of such loss, cost or damages. In no event shall the Nodal Bank or the Acquiring and/or Issuing Bank be liable to the Customer in any way. In no event will MSME Len Den be liable for any loss of profits, revenues, business opportunities, exemplary, punitive, special, incidental, and indirect or consequential damages. MSME Len Den will not be liable for any loss, expenses or damage whatsoever caused by:
Failure for whatever reason of a card issued by MSME Len Den or any Equipment or the system to function properly or at all; or
Unauthorized acquisition of information by any person through other Customers on the Platform or other interception of communication on the system MSME Len Den Platform; MSME Len Den will not entertain any requests of Chargeback from the Customer or Issuing Institution;
Any trade-related dispute between Customer or Customer's Vendors or Customers service provider; will be settled outside the purview of these terms.
The Customer will, at all times, maintain confidentiality regarding all Confidential Information received by it through the access to the MSME Len Den Platform or use of MSME Len Den Services. The Customer agrees to protect the proprietary information with the same standard of care and procedures used by themselves to protect their own proprietary information of similar importance but at all times and at least a reasonable degree of care.
The Customer shall not be liable for the disclosure or use of any Confidential Information if the same:
Was at the time received or which thereafter becomes, through no act or failure on the part of the Customer, generally known or available to the public;
Is known to the Customer at the time of receiving such information as evidenced by documentation then rightfully in the possession of the Customer and to which no confidentiality exists;
Is furnished to others by the Customer without the restriction of the disclosure; has been disclosed pursuant to the requirements of law or court order without restrictions or other protection against public disclosure; provided, however, that MSME Len Den shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
There may be links to third-party websites or resources on the Platform. Customer acknowledges and agrees that MSME Len Den is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the MSME Len Den of such websites or resources or the content, products, or services available from such websites or resources. The customer acknowledges sole responsibility for and assumes all risk arising from your use of any such websites or resources.
Customers acknowledge and agree that their use of the MSME Len Den Platform is at their own risk and that the MSME Len Den Platform is provided on an “as is” and “as available” basis.
However, notwithstanding anything herein, the Customer acknowledges that MSME Len Den Platform, MSME Len Den Services and the Acquiring and/or Issuing Bank's Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive or corrupting code, program or macro and MSME Len Den and the Acquiring and/or Issuing Banks disclaims all warranties, express or implied, written or oral, including but not limited to warranties of non-infringement, merchantability and fitness of the services for a particular purpose.
The Customer also acknowledges that the arrangement between one or more Acquiring and/or Issuing Banks and MSME Len Den may terminate at any time and services of such Acquiring and/or Issuing Banks may be withdrawn.
MSME Len Den does not warrant or endorse the effectiveness, quality or safety of the MSME Len Den Services available on the MSME Len Den Platform.
Although MSME Len Den adopts security measures, it considers appropriate for the offer of the MSME Len Den Service, it does not assure or guarantee that no person will overcome or subvert the security measures and gain unauthorized access to the MSME Len Den Service or the Customer data. MSME Len Den shall not be responsible or liable if any unauthorized person hacks into or gains access to the MSME Len Den Service or to the Customer's MSME Len Den Account. In event of incorrect settlement in the Customer's Account due to an error on the part of MSME Len Den or the Bank, MSME Len Den shall have the right to reverse the extra funds from the Customer/Vendor Bank Account. In addition, the Customer and/or its Vendor/Vendors shall be fully liable to return the extra funds settled within 7 (seven) days of intimation by MSME Len Den.
Customer acknowledges and agrees that MSME Len Den will have no liability for any: (i) errors, mistakes, or inaccuracies of any content available on MSME Len Den Platform; (ii) personal injury, property damage, or other harm resulting from your access to or use of the MSME Len Den Platform; (iii) any unauthorized access to or use of MSME Len Den servers, any personal information, or user data; (iv) any interruption of transmission to or from the MSME Len Den Platform; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through the MSME Len Den Platform; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any Transaction performed through the MSME Len Den Platform.
MSME Len Den shall not be responsible for the non-availability of the MSME Len Den Services during periodic maintenance operations or any unplanned suspension of access to MSME Len Den Services that may occur due to technical reasons or for any reason beyond MSME Len Den’s control.
In addition, MSME Len Den shall not be liable to the Customer for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, as a result of loss of data; interruption or stoppage to the Customer's access to and/or use of the MSME Len Den Platform, MSME Len Den Services and/or the Payment Mechanism, hacking or unauthorized access of the MSME Len Den Services, or MSME Len Den Platform, non-availability of connectivity between the Customer Systems and MSME Len Den Platform, etc. Any material/information downloaded or otherwise obtained through the use of the MSME Len Den Services is done at the Customer's own discretion and risk and the Customer and its Vendors will be solely responsible for any damage to its computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the Customer from MSME Len Den or through or from the use of MSME Len Den Services shall create any warranty. MSME Len Den shall have no liability in this respect.
MSME Len Den's sole obligation and the Customer's sole and exclusive remedy in the event of an interruption in MSME Len Den Platform, or loss of use and/or access to MSME Len Den Platform, if any, will be to use all reasonable endeavours to repair and restore the MSME Len Den Services and/or access to the Payment Mechanism as soon as reasonably possible.
Except as expressly set forth above and to the extent permitted by applicable law, MSME Len Den makes no warranty of any kind, express, implied or statutory, regarding the services or software, and all such warranties, including without limitation the implied warranties of customer's ability, fitness for particular purpose and non-infringement and are hereby expressly disclaimed by MSME Len Den.
MSME Len Den will not entertain any requests for Chargeback from the Customer or Issuing Institution.
Customer shall indemnify and keep indemnified MSME Len Den, and its directors, affiliates, employees, and agents against any loss or costs, charges and expenses required to be incurred or suffered by MSME Len Den (including attorneys and expert witnesses’ costs and fees) arising out of any obligation of the Customer due to any act or omission or breach which is attributable to Customer.
The Customer hereby undertakes and agrees to indemnify, defend and hold harmless MSME Len Den for violations of Anti Money Laundering regulations
The Customer hereby undertakes and agrees to indemnify, defend and hold harmless MSME Len Den and/or the Acquiring and/or Issuing Banks including their officers, directors and agents from and against all actions, proceedings, claims (including third party claims), liabilities (including statutory liability), penalties, demands and costs (including without limitation, legal costs), awards, damages, losses and/or expenses however arising directly or indirectly, including but not limited to, as a result of:
Breach or non-performance by the Customer of any of its undertakings, warranties, covenants, declarations or obligations under these Terms and Conditions;
Breach of confidentiality and intellectual property rights obligations by the Customer; Any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the Customer, its employees, contractors, agents;
Chargebacks or refunds relating to the Transactions contemplated under these Terms and Conditions;
Breach of law, rules regulations, legal requirements (including RBI regulations, Card Association Rules, Acquiring and/or Issuing Bank rules) in force in India and/or in any place from where the Customers is making the Transaction and/or where the Product is or to be Delivered and/or where the respective Issuing Institution is incorporated/registered/established; or
Any fines, penalties or interest imposed directly or indirectly on MSME Len Den on account of Customer's or Transactions conducted through Customer under these Terms and Conditions.
Customer agrees that any violation of these Terms will constitute an unlawful and unfair business practice and will cause irreparable harm to MSME Len Den for which monetary damages would be inadequate, and you consent to MSME Len Den obtaining any injunctive or equitable relief that they deem necessary or appropriate in such circumstances. These remedies are in addition to any other remedies that MSME Len Den may have at law or in equity. If MSME Len Den takes any legal action against you as a result of your violation of these Terms, they will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief that may be granted.
The Terms will continue to apply until terminated by either the Customer or MSME Len Den as set forth below. If you object to the Terms or are dissatisfied with the MSME Len Den Services, your only recourse is to (i) close your Account; and (ii) stop accessing the MSME Len Den Services.
MSME Len Den reserves the right to terminate, discontinue, suspend, limit, or restrict your account or your use of the MSME Len Den Services or access to MSME Len Den Platform at any time, without notice or liability, if MSME Len Den so determines in its sole discretion, for any reason whatsoever. Additionally, MSME Len Den reserves the right to delist you or block your future access to the MSME Len Den Service or suspend or terminate your Account if it believes, in its sole discretion that you have infringed, breached, violated, abused, or unethically manipulated or exploited any term of these Terms or anyway otherwise acted unethically.
The provisions of these Terms and Conditions shall be governed by and construed in accordance with Indian law.
Any dispute, controversy or claims arising out of or relating to these Terms and Conditions or the breach, termination or invalidity thereof, shall be settled by arbitration at Mumbai, in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of a Sole Arbitrator to be appointed by MSME Len Den.
Waiver and Severability
The failure of MSME Len Den to enforce any right or provision of these Terms will not be deemed a waiver of such right or provision. In the event that any provision of these Terms is held to be invalid or unenforceable, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
MSME Len Den retains the unconditional right to revise these Terms from time to time, the most current version will always be on the Platform. You can determine when this Terms was last modified by referring to the “Last Updated” legend above. It shall be your responsibility to check this Terms periodically for changes. Your continued use and access of the Service shall signify your acceptance of the amended Terms and your consent to be legally bound by the same.
Grievance Redressal Any complaints arising from the use of the MSME Len Den Service may be addressed to the following:
Name of the Grievance Officer:
Mr. Rajarshi Ghosh ("Grievance Redressal Officer")
Contact information: firstname.lastname@example.org
The Grievance Redressal Officer shall, upon receiving the complaint initiate an inquiry into the same and shall endeavour to resolve the complaint promptly, in accordance with the Applicable Laws.
“Force Majeure” means an event which is beyond the reasonable control of a Party, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by government agencies.
Force Majeure shall not include
(i) any event which is caused by the negligence or intentional action of a Party or such Party’s agents or employees, nor
(ii) any event which a diligent Party could reasonably have been expected to both
(A) take into account at the time of the conclusion of this Agreement, and
(B) avoid or overcome in the carrying out of its obligations hereunder.