Termsandconditions

PEPPERTREE.AI PVT. LTD - TERMS & CONDITIONS

Last updated: 22nd December 2023

NATURE AND APPLICABILITY:

Please carefully go through the terms and conditions (“Terms”), before you decide to access the Website “giropie.com/giropie.in” or avail the Services offered through other linked pages, products, software(s), API keys, features, content, or application services (including but without limitation to any mobile application services (“Platform”). These Terms constitute a legal agreement (“Agreement”) between you (“User”) and PEPPERTREE.AI PVT. LTD bearing CIN No. U74999KA2020PTC134791 including reference of its Corporate Name as PEPPERTREEAI PVT. LTD, (“We” or “Our” or “Us” or “Company”) (on its and its affiliates behalf) in relation to the Services as defined below. If you do not agree to these Terms and Conditions, you can opt to communicate your grievance through designated electronic mail or must immediately discontinue any use of its services.

This Agreement applies to:

a) A User of the Platform (“You”, “Buyer”, “Seller” or “User”)
b) The Services may change from time to time, at the sole discretion of the Company, and the updated Agreement upon due notification and consent shall apply to you.

You acknowledge that you shall be bound by this Agreement for accessing any of the Services offered by us. If you do not agree with any part of the Agreement, please do not use the Platform, or avail any Services.

Terms:

The User expressly understands, acknowledges, and agrees to the following terms set forth herein below:

1. DEFINITIONS

"Aadhaar number" means an identification number as defined under sub section (a) of section 2 of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016, henceforth the 'Aadhaar Act' as amended from time to time, including any statutory modification(s) or re-enactment(s) thereof, for the time being in force.

“Applicable Laws” shall mean any applicable statute, law, regulation, ordinance, rule, judgment, rule of law, order, decree, permit, approval, concession, grant, franchise, license, agreement, requirement, or other governmental restriction or any similar form of decision of, or any provision or condition of any permit, license or other operating authorization issued under any of the foregoing by, or any determination by any Governmental Authority having or asserting jurisdiction over the matter or matters in question, whether now or hereafter in effect and in each case as amended.

“Force Majeure” shall mean strikes, riots, malware, virus, corruption of platform by third-party viruses, pandemic, covid, epidemic, fires, flood, storm, explosions, acts of God, war, governmental action, earthquakes, or any other cause which is beyond the reasonable control of each party to this agreement.

“NPCI” shall mean the National Payments Corporation of India constituted pursuant to the provisions of the Payment and Settlement Systems Act, 2007.

“Service Provider” shall mean the name of the service provider, the Company Name represented as ‘PepperTreeAI Pvt Ltd’ or PepperTree.AI Pvt Ltd

“Utility Code” shall mean the User Number allocated by NPCI to the Company “Service Provider”

“DSO” shall mean Days Sales Outstanding (DSO) is the average number of days taken by a User to collect payment from their customers after the completion of a sale.

“ERP Code” shall mean Enterprise resource planning which refers to a type of software that Users use to manage day-to-day business activities such as accounting, procurement, project management, risk management and compliance, and supply chain operations.

“KYC” means 'know your customer' information, the basic customer due diligence information and data that Platform must gather in order to meet anti-money laundering requirements and to understand clients and meet Suitability and/ or Appropriateness obligations.

“GSTIN” means a 15-digit state-wise PAN- based Goods and Services Tax Identification Number assigned at the time of issue of Goods and Services Tax registration certificate.

“PAN” means Permanent Account Number allotted by Income Tax Department, Government of India.

“CIN No.” means a Corporate Identification Number which is a unique identification number that is assigned by the Registrar of Companies (ROC), India.

“OVD” shall mean "Officially Valid Document" like the passport, the driving license, proof of possession of Aadhaar number and the Voter's Identity Card issued by the Election Commission of India.

“ID” shall mean an identification document means that are accepted nationally for establishing proof of identity in India.

“INR” means Indian rupees, the lawful currency of India.

“User” shall mean a User of the Platform and a “Registered User” who represents a legally established entity under applicable

laws, who can invite his “Buyer” or “Seller” to initiate transaction of payment and related Services on the platform and avails all the Services offered by the Company. Collectively referred to as “User”.

“Buyer” shall mean the person who accepts the invite of the Registered User and has availed the Services or Goods offered by the Registered User and has accepted the Terms of this agreement to initiate transaction of payment and related Services on the platform and avails all the Services offered by the Company. Collectively referred to as “User”.

“Seller” shall mean the person who accepts the invite of the Registered User and has provided his/her Services or Goods to the Registered User and has accepted the Terms of this agreement to initiate transaction of payment and related Services on the platform and avails all the Services offered by the Company. Collectively referred to as “User”.

“Bank Account” shall mean a banking account maintained by the User as per Applicable Law.

“Destination Bank” shall mean a bank registered with NPCI as per the Procedural Guidelines and which authenticates details of User’s Account held with the Destination Bank and approves the E-Mandate Registration Request in accordance with the Procedural Guidelines.

“E-Mandate Payments” shall mean automated or semi-automated deductions of pre-determined or as-and when-presented payments specified from the Bank Account (pursuant to electronic mandates issued by User) in accordance with the Procedural Guidelines.

“E-Mandate Registration” shall mean the approved and authenticated E-Mandate Registration Request based on which E-Mandate Payments can be affected.

“Procedural Guidelines” shall mean the guidelines governing inter alia the processes to be followed and implemented by Sponsor Banks, Destination Banks and intermediaries for effecting E-Mandate Payments, issued by the NPCI and shall include any revisions, modifications and amendments thereto.

“Registered User” shall mean those Users who have completed the sign-up requirements on the Company Platform to avail its services.

“Sponsor Banks” shall mean the banks / entities which are authorised to implement the E-Mandate Payments by inter alia receiving API calls from the Company for initiating E-Mandate Payments, communicating the necessary E-Mandate Registration information to NPCI, authentication by the Destination Bank and deduction of Bank Accounts, all in accordance with the Procedural Guidelines.

“NACH” shall mean National Automated Clearing House, created by the National Payments Corporation of India or “NPCI” to make periodic and bulk digital payments easier.

“UMRN” shall mean a Unique Mandate Reference Number allocated to each new mandate created in NACH Debit.

2. GENERAL CONSENT

You hereby certify that you are (i) over the age of eighteen (18) or have the legal ability to enter into this agreement, and (ii) sound mind (iii) not legally disqualified by applicable laws of India to enter into this agreement and (iv) freely consenting to this agreement. You agree to provide your Company’s or entities or applicable user’s designated emergency contact (“Contact Information”). You acknowledge that your ability to access and use the Service is conditioned upon the truthfulness of the information you provide regarding your business and information required to render the Services to you and that we are relying upon this certification in order to interact with you and provide the Services.

These Terms constitute the entire Agreement between the Company and the User regarding the Service, and supersede and replace any prior agreements the User and the Company might have regarding the Service. The Company may revise these Terms from time to time and the same will be intimated to You. We may amend this user agreement and any of the policies listed above from time to time. The revised version will be effective at the time we post it, unless otherwise noted. If our changes reduce your rights or increase your responsibilities, we will post a notice on the Platform and provide notice to you of at least 14 days prior to such change through electronic mail and you can freely accept, object or reject the changes incorporated. If you do not agree to the revised terms and conditions despite an opportunity to counter, you must stop using our Services, close your account, and terminate your relationship with us without cost or penalty. These terms will continue to apply to your previous use of our services. By continuing to use our services after any changes to this agreement or any of the other applicable terms, agreements, or policies listed above, you agree to abide and be bound by those changes.

3. SERVICES

The platform is intended to facilitate the provision of Services to Users. The “Services” may include:

a) Connect the “User” and “Buyer/Seller” on our cloud-based platform for the purposes of enabling electronic payment transactions.
b) Provide an efficient system to auto-collect (“Pull”) or make (“Push”) payments against credit invoices generated electronically as and when the invoice is due through the NACH mechanism.
c) Provide Users with a solution for informed decision-making for their "Working Capital" management.
d) Any other related value-driven solutions/services that may be offered.
e) Provide Users an intermediary platform to facilitate Trade Receivables Discounting System

4. ROLE OF INTERMEDIARY

a) We provide the Services to you, as a result of which legally binding contracts for the sale of Services to Users will be concluded. Our role in the conclusion of these contracts is that of an intermediary only;
b) You recognize and acknowledge that the Company’s Platform are merely Intermediary under the (Indian) Information Technology Act, 2000. Company’s role is limited to managing the platform to auto collect (Pull) or make (Push) payments against credit invoices electronically generated by the User as and when the invoice is due through the NACH mechanism and the company does not act as a repository or custodian of User’s credit Invoices/funds/due payments/Payable Amount/Defaulted Payments. The Company merely facilitates an automated recurring credit payment collection and Payment system for managing your cash flow seamlessly.

c) Being an intermediary, Company shall be responsible only for transmission of the User details to the Sponsor Bank and shall not be responsible for failure or refusal of the E-Mandate Registration request by the Destination Bank or NPCI.

d) Being an intermediary, the Registered Users are alone responsible to set the privileges of payment, usage and authorisation given to their agents, employees based on their role and authorisation within their company or entity. The Company shall play no role in the payment authorisation. The transactions are automated based on the Registered User instructions.

5. SPECIAL CONSENT

You consent to Company’s disclosure of information about you and your “Buyer” or “Seller” to Financial Services Providers, and Company's service providers to facilitate the Services to you and to the Connected bank Accounts. You also affirm that you have obtained all necessary rights and consents under applicable law to disclose to the Company and/ or allow the Company to collect, use, retain, and disclose any information that you provide to us or authorize us to collect. For more information regarding Company's use of data, please review our Privacy Policy in the Section hereunder.

You acknowledge and consent that the onboarding and registration process is a pre-requisite under the Procedural Guidelines in order for You to avail Services and the Users to be able to start submitting E-Mandate Registration Requests. Company shall not be liable to provide any Services under these Terms until the Sponsor Bank has issued a E-Mandate registration in Your favour.

User consents not to provide any back-end instructions to the Bank Account resulting in refusal of transfer of payment initiated by the Platform. In the event of such failure of transfer of payment, it is specifically acknowledged that the Company shall not be liable for any resulting costs or damages.

You consent to provide any additional information, compliances, relevant transaction details or any other information requested by the Company as a result of any policy change, regulation, query or clarification sought by NPCI, RBI or any other governmental authority or Facility Provider in respect of any e-mandate payment transaction or Services provided by the Platform.

You consent that, if there are reasonable grounds for the Company to suspect that a transaction to affect an E-Mandate Payment is done fraudulently or if the Sponsor Bank, NPCI or Destination Bank suspecting so, communicate the same to the Company, then the Company shall be entitled to withhold settlements, suspend the account until such time.

You consent that the Company shall be entitled to terminate these Services if the Sponsor Bank, RBI (“Reserve Bank of India”) or NPCI directs cancellation of Your registration and subscription with the Platform. You acknowledge that the Company being merely an intermediary in the system for E-Mandate Payment is bound to follow directions from the Sponsor Bank, NPCI or the Destination Bank in matters relating to fraudulent or suspicious transactions. In the event of such a cancellation, the Company shall withhold transaction costs for the particular transaction once initiated irrespective of termination as aforementioned.

You Consent that you are transacting ethical business and payments through the Platform.

You Consent those payments effected, or funds debited from Your Bank Account on the following grounds shall not be the responsibility of the Company and no liability shall arise for the Company in respect of following:

(a) User is disputing a transaction as not done or authorized by him. The Company is only privy to authorizations received on the Platform which are documented and acted only as per the authorisation.

(b) The charge/debit on User’s Bank Account has occurred because of hacking, phishing, breach of security/ encryption of Your “Buyer” or “Seller” PI through Your platform or any other third-party platform other than that of the Company’s.

(c) Your “Buyer” claiming refund of the amounts deducted from his/her Bank Account on any ground whatsoever, including Your Buyer’s dissatisfaction with Your sale of the goods and/or services.

(d) Company will not be liable collect the amounts from Your “Buyer” or “Seller” and credit the same to You in the following circumstances:

(i) If any of Your “Buyer” or “Seller” does not have sufficient funds in the Bank Account for debiting the amount mentioned in the Collection Information.
(ii) Company is prohibited from debiting the amounts from Your “Buyer” or “Seller” account by any governmental authority or Facility Provider.
(iii) If Your “Buyer” or “Sellers’s account is closed or operations from such account are barred by governmental authorities or Facility Providers.
(iv) If You do not provide complete and correct information.
(v) Any of Your Buyer or Seller terminate the mandate.
(vi) Company has reason to believe that a Collection Information has not been properly authorized.

You consent to receive electronic mails triggered by the users inviting their “Buyer” or “Seller” and any update/ reminders etc. in relation to the Service. Such service-orientated mails shall not be considered unsolicited in any manner. Further, you shall be liable to ensure that such transaction electronic mails are not stored in your spam or read by the relevant authority. Any failure to communicate an update due to such occurrence shall not be the responsibility of the Company. The users are encouraged to regularly check their spam folders.

6. PRIVACY POLICY

(a) Data Use: We are committed to safeguarding the privacy of our Users. Our business model is to provide a service to users who need to access to seamless auto collect payment system. Therefore, our business model does not rely on widespread collection of general user data. We will only collect and process information that we need to deliver the service to you, and to continue to maintain and develop the service.

(b) General information: If you choose to register with us and avail our services, you will have to provide your name and pronoun, a valid company email address and phone number, and (optionally) your post code or the area where you live. You must enter a valid phone number so that we may send you verification codes to verify your account and other important text notifications regarding any activity in your account. If at any time you have changed or decide to change your phone number, you agree to be solely responsible for updating your new phone number information with us. During the process of using the Services offered by us, we also ask for a bit of information about you, such as what brought you to us and other relevant information to effectively assist you. Thus, we require this information in order to deliver the Service to you as user. Processing this information is required for fulfilling the contract we entered into with you, at your request (our Terms and Conditions).

(c) User analytics: Like most digital services, our systems automatically collect information about how you use the Platform. This may include your IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths, as well as information about the timing, frequency and pattern of your use. The source of the usage data is our analytics tracking system or the technical log data. We require this information in order to analyse the way people use the Platform and in order to build aggregate quantitative usage reports. We reserve the right to share such usage report securely on our Platform to aid other Users. The legal basis for this processing is for namely using this data for the purpose of ensuring the proper administration of our website and business, analyzing the use of the website and services, monitoring and improving our website and services, improving the user experience, preventing abuse, and assisting users with support inquiries.

(d) User business information: This is information you give us during your use of the Platform. Business Information may include but not limited to invoices, KYC details, debit, credit instructions, personal details, the details of your key employee personals, relationships and supplementary data including images etc. We handle the data with care and only store it to provide Service to the users.

(e) We may process any of your data identified in this policy where necessary for administrative purposes including in the exercise or defence of legal claims. The legal basis for this processing is our legitimate interests, namely for administrative record keeping, processing transactions and maintaining business records or for the protection and assertion of our legal rights.

(f) Acceptable use: Data collected may be used to respond to (a) any disclosure due to emergency; and (b) Upon Government order, competent authority or court of Law

(g) Right to Erase: User has the right to withdraw their previously given consent and have the information erased from our system for the data that is no longer necessary for the purpose that it is shared. However, doesn’t mean that Your data will be erased immediately, it will still be stored at our facility in order to comply with numerous statutory obligations and Applicable Laws. After this period has elapsed, Your Data will be deleted from our records.

(h) Data Security and Breaches: The information collected as per this Policy is protected by security controls consistent with Industry Standards and we has adopted all viable Security measures to protect the data collected.

(i) Cookies: are small data files sent to your browser and stored on your hard drive. We use cookies to offer customized services and collect information on Internet usage. These files do not collect Personally Identifiable Information about you. Rather, they operate by identifying your browser, saving information regarding your use of a Web site, and providing you with personalized services. For example, a cookie can remember your password for logon procedures and Services you have selected during a visit to the platform. The result is a more personalized and enjoyable experience. You can set your browser to disable cookies, but by doing so, you may not be able to enjoy the personalized features offered by our Platform.

(j) Visiting an Official Company Page on Third-Party Websites/Applications

We maintain accounts on third-party websites, such as social media sites, as tools to better interact with the public. Your activity on those third-party websites is governed by the security and privacy policies of those sites. Users of third-party websites are often sharing information with the general public, user community, and/or the third-party operating the website. These actors may use this information in a variety of ways. You should review the privacy policies of third-party websites before using them and ensure that you understand how your information may be used. You should also adjust privacy settings on your account on any third-party website to match your preferences.

Common third-party websites in use include:

Facebook Privacy Policy
https://www.facebook.com/privacy/policy/?entry_point=data_policy_redirect&entry=0

Instagram Privacy Policy
https://privacycenter.instagram.com/policy/?entry_point=ig_help_center_data_policy_redirect

Twitter Privacy Policy
https://twitter.com/en/privacy

YouTube Privacy Policy
https://www.docracy.com/0pa7wyj17c8/youtube-com-privacy-policy-tos#:~:text=Youtube.com%20-%20Privacy%20Policy%201%20Transparency%20and%20choice.,you%20with%20access%20to%20your%20personal%20information.%20

LinkedIn
https://www.linkedin.com/legal/privacy-policy

Pinterest
https://policy.pinterest.com/en/privacy-policy

Third-party bill discounting and Insurance third parties policies

(k) Prohibited Activities

User of Platform acknowledges and agrees not to host, display, upload, modify, publish, transmit, update, or share any information that:

(i) belongs to another person and to which the user does not have any right to;
(ii) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
(iii) harm minors in any way;
(iv) infringes any patent, trademark, copyright or other proprietary rights;
(v) violates any law for the time being in force;
(vi) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
(vii) impersonate another person;
(viii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
(ix) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.

Upon obtaining knowledge by itself or been brought to actual knowledge by an affected person in writing or through email signed with electronic signature about any such information as mentioned, shall act within thirty-six hours and where applicable, work with User or owner of such information to disable such information that is in contravention of this Clause. Further, we shall preserve such information and associated records for at least ninety days for investigation purposes.

8. Redressal Mechanism: Any complaints, abuse or concerns with regards to content and or comment or breach of these terms shall be immediately informed to the designated Grievance Officer as mentioned in these Terms in writing or through email signed with the electronic signature to the appointed grievance officer.

We do not disclose, give, sell, or transfer any information about our visitors unless required by applicable laws of India.

7. ACCOUNT REGISTRATION

To access the Services, you must register a business account (“Registered User”) on the Platform (“Account”), by providing certain information. You agree that you shall not create more than one Account, or create an Account for anyone other than yourself without first receiving permission from the other person.

If you register for an account on the Services, you agree to (a) provide true, accurate, current and complete information as may be prompted by any registration forms on the Services (“Registration Data”); and (b) promptly update the Registration Data and any other information you provide to the Company, to ensure it remains true, accurate and complete.

You shall at all times remain responsible for maintaining the confidentiality of your Account password and username (if any) and any other security information related to your Account. The Company shall not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge. You agree to notify Us immediately of any unauthorized access to or use of your user’s name or password or any other breach of security.

You are responsible for removing access to your terminated employees, providing access to your current employees and terminating the user account of unauthorized ex-employees. Any unauthorized act by your agent or employee or terminated employee, shall not be the responsibility of the Company.

You are responsible for all activity on your account, and for all charges incurred by your account. The access credentials are the property of the Company and may be revoked if you share them with any third party (other than as allowed in the Terms), if they are compromised, if you violate these Terms or if the Company terminates this agreement.

Further, as a condition of using the Services, you must:

a) not attempt to undermine the security or integrity of Platform computing systems or networks or, where the Application or Services are hosted by a third party, that third party’s computing systems and networks;
b) not use, or misuse, the Platform or Services in any way which may impair the functionality of the Services, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Platform;
c) not attempt to gain unauthorized access to any materials other than those to which you have been given express permission to access or to the computer system on which the Platform or Services are hosted;
d) not use the Services or Platform to transmit any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or data in violation of any law (including data or other material protected by copyright or trade secrets which you do not have the right to use); and
e) not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services except as is strictly necessary to use either of them for normal operation.

8. ACCEPTABLE USE

a) You agree not to access or use the Service in an unlawful way or for an unlawful or illegitimate purpose or in any manner that contravenes these terms. You shall not post, use, store or transmit(i) a message or information under a false name; (ii) information that is unlawful, libelous, defamatory, obscene, fraudulent, predatory of minors, harassing, threatening or hateful to any person; (iii) information that infringes or violates any of the intellectual property rights of others or the privacy or publicity rights of others. (iv) Information that is reasonably likely to constitute, encourage or provide instructions for a criminal offense, violate the rights of any party (including any right to privacy), or that would otherwise create liability or violate any local, state, national or international law; You shall not attempt to disrupt the operation of the Service by any method, including through use of viruses, Trojan horses, worms, time bombs, denial of Service attacks, flooding or spamming.

b) You shall not use the Service in any manner that could damage, disable or impair the Service. You shall not attempt to gain unauthorized access to any user accounts or computer systems or networks through hacking password mining or any other means. You shall not use any robot, scraper or other means to access the Service for any purpose. You shall not impersonate or attempt to impersonate the Company, its employee, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing). You shall not engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm the Company or users of the Platform or expose them to liability. You shall not violate any applicable laws. Neither the Company nor its affiliates are under any obligation to respond to messages posted on the Service. You are solely responsible for the information or material you post on the Service.

c) The following terms apply to the Platform accessed through or downloaded from any source (such as the Google App Store or other similar platforms) where it is made available (each such distribution platform an "App Provider"). You acknowledge and agree that: If you download the App, such as a stand-alone software product or a browser plugin, you agree that from time to time, the software may require that you download upgrades, updates and additional features we publish in order to improve, enhance, and further develop the software, Service, or App. The Service may change from time to time and/or the Company may stop (permanently or temporarily) providing the Service (or features within the Service), possibly without prior notice to you.

d) By uploading or transmitting any information, you represent and warrant that you have the lawful right to distribute and reproduce such information; User Content that contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences; User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity; unsolicited promotions, political campaigning, advertising or solicitations; personal or private information of any third party (except information related to Permitted Users), including, without limitation, addresses, phone numbers, email addresses, or other financial or business information, except as specifically authorized by us and such third party.

9. FEES, CHARGES AND TAXES

Subscription fees and any other charges for the use of the Platform will be informed to you prior to onboarding. They may change from time to time. If subscription fees change, we will give you reasonable notice. If they do change, your continued use of the Application after the change indicates your agreement with the new fees and charges after the effective date of the change. Any change to fees and other charges will not be applicable to the billing period in which the change occurs. Fees for payment transactions are subject to change without notice, unless otherwise prohibited, at the discretion of the Company.

Although great care is taken in the production of the Platform and description of the Services, typographical, illustrative or pricing errors may occur. We reserve the right to correct errors at any time. All prices are quoted and are payable in Rupees and, unless otherwise stated, are quoted before shipping charges, GST, or other applicable taxes which will be added on top of the quoted price, but itemized separately. You are responsible for all taxes applicable to the fees and charges in an\y applicable jurisdiction.

10. PAYMENT

This agreement is to facilitate credit services between you and your “Buyer/Seller” and allows you to take funds from your “Buyer/Seller” Bank Account with your authorisation on a one-time, regular or sporadic basis. Examples of automatic payments that can be arranged by you either with a “Buyer/Seller” calls a "billing agreement," "subscription," "recurring payment," "reference transaction" "preauthorized debit”, "preauthorized transfer" or "preapproved payment". You agree that the use of automatic payments is subject to Reserve Bank of India regulations.

To enable automatic payments, you will be required to take additional steps depending on the nature of the transaction and nature of “Buyer/Seller” The automatic payments might not be available for all “Buyer/Seller” Company reserves the right to suspend or terminate automatic payments for certain Users of the Platform.

11. REFUND

(a) You alone are (and Company is not) responsible for (i) Your legal and contractual obligations towards your “Buyer/Seller” for any amount to be returned or refunded. Once the payment is processed through the Platform as per your mandates, we are not responsible for any return or refund; and (ii) Any difference between the cost to the payer of making the original payment and the value of the amount returned to the payer (for instance, as a result of transaction exchange rate fluctuations).

(b) The Services are available under subscription plans of various durations. You are eligible for a refund when the subscription is terminated prior to the expiration of your subscription. It is understood that the refund shall not include administrative and transactional costs incurred by the Company for the Services rendered. The Company shall upon receipt of termination request, investigate and process the refund within 7-14 working days. Any third-party payments processed for a transaction authorised on the Platform are explicitly agreed to be non-refundable.

(c) From time to time, we may change the price of any Service or charge for use of Services that are currently available free of charge. Any increase in charges will not apply until the expiry of your then current billing cycle.. In all matters related to refund and settlement under this Agreement, the Company shall decide so at its sole and absolute discretion after detailed review of the matter and taking into account all the involved parties’ information. The decision shall be final in this regard.

12. INTELLECTUAL PROPERTY

All of the content available on or through the Service is the property of the Company or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property law applicable in the jurisdiction use. You agree not to reproduce, retransmit, distribute, disseminate, sell, publish, broadcast, or circulate the content received through the Service to any third party. All software and accompanying documentation made available for download from the Service is the copyrighted work of the Company or its licensors. Any copy made of information obtained through the Service must include all applicable copyright notices. Company reserves the right to take appropriate legal action.

“GIROPie” is a trademark of the company. All rights reserved. Subject to the terms of this Agreement, the Company hereby grants you a limited, revocable, non-transferable and non-exclusive license to use the software, network facilities, content and documentation on and in the Service to the extent, and only to the extent, necessary to access and use the Service. The license thus granted herein does not permit you to, and you agree not to: (i) modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service or allow a third party, whether directly or indirectly (including, but not limited to the direct or indirect use of wizards, agents, bots, or other utilities), to modify, translate, reverse engineer, disassemble, decompile or create derivative works of the Service; or (ii) transfer, distribute, sell, lease, rent, disclose or provide access to the Service to any third party or use the Service to provide service bureau, time sharing or other services to third-parties.

13. DISCLAIMERS

Access to the Service and the information contained therein is provided “as is” and “as available” without any warranty of any kind, express or implied. To the fullest extent permissible pursuant to applicable law, the Company disclaims all warranties of any kind, either express or implied, including but not limited to any implied warranties of title, merchantability, fitness for a particular purpose or non-infringement.

Without limiting the foregoing, the Company does not warrant that access to the Service will be uninterrupted or error-free, or that defects, if any, will be corrected. The User expressly agrees that the use of the Service and the reliance upon any of its contents is at the User’s sole risk.

The User shall be solely and fully responsible for any damage to the Service or any computer system, any loss of data, or any improper use or disclosure of information on the Service caused by the User or any person using the username or password. The Company cannot and does not assume any responsibility for any loss, damages or liabilities arising from the failure of any telecommunications infrastructure, or the internet, or for your misuse of any information, advice, ideas, information, instructions or guidelines accessed through the Service.

We may decline to complete or delay a Payment: (i) if we believe it may involve or result in a violation of applicable law or expose us to liability or risk of loss; (ii) if the Payment instructions or authorization are unclear, ambiguous, or incomplete; (iii) if we identify a fraud or security risk involving a transaction; or (iv) as otherwise stated in these Terms. We are not responsible for any losses or damages that may result from our delay or cancellation of a Payment or for any failure to notify you of such delay or cancellation, except as otherwise expressly provided in these Terms. You agree not to use the Platform or Services in connection with unlawful activities.

14. BETA SERVICE

We may offer the solution certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you. You agree that Company will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

15. ETHICAL GUIDELINES

It is Your sole responsibility to conduct operations, payments and activities on Platform in compliance with applicable Anti- bribery and Anti-Corruption Laws, which prohibits improper/ unethical payments to Government Officials or Company’s agents, employees or representatives. Any payment must be in compliance of applicable laws.

16. LIMITATIONS OF LIABILITY

In the event of any problem with the Service or any of its content, you agree that your sole remedy is to cease using the Service. Under no circumstances shall the Company, any Licensor or Supplier, or any third party who promotes the Service or provides you with a link to the Service be liable in any way for your use of the Service or any of its content, including, but not limited to, any errors or omissions in any content, any infringement by any content of the intellectual property rights or other rights of third parties, or for any loss or damage of any kind incurred as a result of the use of any content.

Under no circumstances shall the Company, its Licensors or Suppliers or any third-party who promotes the Service or provides you with a link to the Service, be liable for any punitive, exemplary, consequential, incidental, indirect or special damages (including, without limitation, any personal injury, lost profits, business interruption, loss of programs or other data on your computer or otherwise) arising from or in connection with your use of the Service, whether under a theory of breach of contract, negligence, strict liability, malpractice or otherwise.

Force Majeure – The Company shall not be made liable for any transaction that does not fructify, or be completed, or for any failure on the part of the Company to perform any of its obligations under the Company’s policies, or those applicable specifically to its Services/facilities if performance is prevented, hindered or delayed by a Force Majeure event. In such a case, its obligations shall be suspended for so long as the Force Majeure event continues.

In no event shall the total aggregate liability of the Protected Entities to a User for all damages, losses, and causes of action (whether in contract or tort, including, but not limited to, negligence or otherwise) arising from this Agreement or a User’s use of the Platform or Services whether used directly or indirectly, exceed thirty thousand rupees (₹ 30,000) or the fees paid by you during the twelve (12) months prior to the first event giving rise to such liability, whichever is lower.

17. SECURITY AND COMPLIANCES

The Company adheres to the following:

a) We have encrypted our data from day one and always stored all Information as per applicable compliances in each jurisdiction and guidelines laid down by the government.

b) The Company shall maintain technical and organizational measures for the protection of the security, confidentiality and integrity of all Your Data. We regularly monitor compliance with these measures and will ensure that it maintains a level of security for the Service that is appropriate to the risk of processing of Your business Data. Company will not materially decrease the overall security of the Service as long as your Data is in our possession or control. Company’s data security measures for the Service will: (a) include reasonable administrative, physical, technical, organizational and other security measures to protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Data processed or stored by the Service; (b) comply with prevailing industry standard and (c) include reasonable and appropriate controls.

c) The Company shall notify the User without undue delay (but no longer than 48 hours) following confirmation of the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, business Data (an “Incident”). Company will provide you with information, to the extent known, about the Incident and otherwise comply with its obligations under applicable privacy Laws. The Company will investigate the Incident, and as appropriate, take measures to remedy and prevent the recurrence thereof. Company’s notice is for the sole purpose of supplying information and support to User, and is not an automatic admission of fault or liability by the Company.

d) Two-Factor Authentication: It provides an extra layer of security while registration by demanding an additional verification that the user must possess, in addition to the password. This can greatly reduce the risk of unauthorized access if a user’s password is compromised. Currently, Time-based OTP is supported.

e) However, no system is perfectly secure or reliable, the Internet is an inherently insecure medium, and the reliability of hosting services, Internet intermediaries, your Internet service provider, and other service providers cannot be assured. When you use our Platform, you accept these risks, and the responsibility for choosing to use a technology that does not provide perfect security or reliability. In particular, Users who enable auto-billing and choose to store the credit card or sensitive bank information accept these risks.

15. SOCIAL MEDIA CONSIDERATIONS

We have a presence on several social media sites. Due to the importance of Your confidentiality and of minimizing dual relationships, we reserve our right not to accept friend or contact requests from current or former Users on social networking sites. You can only follow our pages on social media. Should You elect to post on Our social media, we reserve the right to modify or delete any posts We deem inappropriate, in Our sole discretion, or as compromising a user’s confidentiality, with or without notice.

16. TECHNOLOGICAL AND FINANCIAL REQUIREMENTS FOR USE

You must have compatible computing or mobile devices, access to the Internet, and certain necessary software in order to use the Platform and some of our Services. Fees and charges may apply to your use of the mobile services and to the Internet. You are individually and solely responsible for any such fees, costs, or expenses You incur in relation to Your use of the Site or Services.

17. INDEMNIFICATION

The User shall indemnify and hold harmless the Company and its affiliates, subsidiaries, directors, officers, employees and agents from and against any and all claims, proceedings, penalties, damages, loss, liability, actions, costs and expenses (including but not limited to court fees and attorney fees) arising due to or in relation to any of the following:

a) your access to or use of the platform;
b) any actions made with your account or account access whether by you or by someone else;
c) your violation of any of the provisions of this agreement;
d) non-payment for any of the services which were provided through the platform;
e) your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right. This clause shall survive the expiration or termination of this agreement.
f) Where your “Buyer” or “Seller” Account was created as part of a credit transaction on the Platform, you also agree to defend, indemnify, and hold harmless all Disclaiming Entities from and against any claim, suit, demand, loss, liability, damage, action, or proceeding arising out of or relating to (d) Activity on the “Buyer” or “Seller” Account, whether initiated by you or not (including all Transactions, Disputes, Refunds, Reversals, Claims, fines associated with such Activity, or use of the Services in a manner prohibited) (e) any inaccurate or incomplete information provided to the Company as part of the onboarding of your

“Buyer” or “Seller” Account.

18. COMMUNICATIONS

You agree that the Company and its affiliates may contact you by email for marketing purposes. You may opt-out of receiving marketing communications when you open a user account, by changing your account preferences on our Platform or by clicking on the unsubscribe link in any of our email or receipt you receive from us. Please allow up to 10 Business Days for the opt-out to take effect. We will provide factual information about your account or the Services, even if you have opted-out of receiving marketing communications.

You acknowledge and agree that Company may share the information provided by you and the terms of the agreement between you and the Company with the Authorised Dealer Bank in order to enable the Authorised Dealer Bank to conduct the requisite due diligence in accordance with the Authorised Dealer Bank's Know-your-customer (KYC) obligations.

19. HOLDS, LIMITATIONS, AND RESERVES

a) A hold, limitation or reservation on the Platform is an action that Company may take under certain circumstances either at

the transaction level or the account level. When the Company places a temporary hold on a payment, the money is not available to either the sender or the recipient. Some common situations where Company will hold, limit, reserve payments either at its Sole discretion or government compliance.

20. TERMINATION

The Company may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. Further, the Company has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization at any time, for any reason or for no reason at all, in our sole discretion. The Company reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently.

Users shall not use the Platform in breach of these Terms. In the event of such breach, the Company reserves the right to block such Users and subject to company’s verification and decision. User can terminate this agreement at will-by immediately ceasing its use.

Effect of Termination: In the event of a termination of this Agreement, all rights to use the Service granted hereunder automatically terminate, and User shall pay all Fees owed to the Company for the balance of the current Term no later than 15 calendar days after the date of the termination, or the date the Fees are due, whichever is sooner. The Company shall not be liable for any pending invoices and accruing liabilities. It is the sole responsibility of the User to manage their pending transactions on the Platform prior to termination. During the Term, User may download a copy of their transactional data directly from the Services and may request the Company reasonable assistance with this process at User’s expense.

21. THE PARTIES’ RELATIONSHIP

Neither these Terms and Conditions, nor any Content, materials, or features of the Services create any partnership, joint venture, employment, fiduciary, or agency relationship between Us and You. You may not enter into any contract on Our behalf or bind Us in any way.

22. SEVERABILITY

These Terms are governed by the laws of India. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms shall remain in effect.

23. NOTICE

The Parties shall be required to communicate any notices, requests, demands and/or other communications related to the subject-matter of the Terms with the other Party in writing, either by post, through the Platform or by electronic mail.

The said written communication shall be deemed to be complete and effective:
(i) as against the Party who sends it - at the time when the said communication is transmitted;
(ii) as against the Party to whom it was sent - at the time when the said communication is received.
The said communication shall contain the name, contact number, and address of the Sender.

24. LEGAL COMPLIANCE

The Parties shall comply with all relevant laws, bye-laws, rules, regulations, orders, notifications, judgments and decrees in force, applicable to it and its business operations enforced either by the Union Government and/or by the respective State Governments, in their respective jurisdictions or any other applicable authority, as per the jurisdiction of the use of the Platform.

25. DISPUTES

The User agrees and understands that the use of the Platform and its Services is subject to jurisdiction of Indian laws and that any claim, dispute or difference arising from it shall be subject to the jurisdiction provision as contained in the Terms and Conditions hereunder, at all times. The courts at Bengaluru shall have exclusive jurisdiction over any disputes arising out of or in relation to this Agreement, User’s use of the Platform or the Services or the information to which it gives access.

26. MISCELLANEOUS

a) Limited Time to Bring Your Claim: You and the Company agree that any cause of action arising out of or related to the Platform or Services, must commence within one (1) year after the cause of action accrues otherwise, such cause of action will be permanently barred.

b) No Controlling Spam Policy or Unsolicited E-Mails: You will not use any communication tool or other means available on the site to transmit, directly or indirectly, any unsolicited bulk communications (including emails and instant messages). Livup will not sell, lease or rent its e-mail subscriber lists to third parties. You may not harvest information about users of Platform for the purpose of sending or to facilitate the sending of unsolicited bulk communications. We may terminate your access or use of the service immediately, with or without any notice, and take any other legal action if you, or anyone using your access details to the site or Mobile apps, violates these terms. We may adopt any technical remedy (including any filtering technology or other measures) to prevent unsolicited bulk communications from entering, or remaining within our computer or communication networks. Such filtering technology or other measures may block, either temporarily or permanently, some e-mail sent to you through the Platform.

c) iFrames: Without prior approval and written permission, you may not create frames around our Webpages that alter our website’s visual presentation or appearance in any way.

d) Privacy: Protecting your privacy is very important to us. Please review our Privacy Policy Clause in order to better understand our commitment to maintaining your privacy, as well as our use and disclosure of your information.

e) Dormant Account: If you do not log in to use your registered account on the Platform for One or more years, the Company may close your account.

f) Assignment: You may not transfer or assign any rights or obligations you have under this agreement without Company's prior written consent. Company may transfer or assign this user agreement or any right or obligation under this user agreement at any time.

g) The Company does not have license to operate as a bank under the Banking Regulation Act, 1949 and is not a payment system provider under the Payment and Settlement Systems Act, 2007. Company does not:

i. Act as an escrow agent with respect to any funds kept in your account;
ii. Act as your agent or trustee;
iii. Enter into a partnership, joint venture, agency or employment relationship with you;
iv. Have control over, and is not responsible or liable for, the products or services that are paid for with the Platform Services;
v. Guarantee the identity of any “Buyer” or “Seller”;
vi. Guarantee that a “Buyer” or “Seller” will complete a transaction;
vii. Determine if you are liable for any taxes; or
viii. Unless otherwise expressly set out in this agreement, collect or pay any taxes that may arise from your use of our services.

h) Insufficient Funds: The Company shall immediately share acknowledgment of insufficient funds generated by the Bank Account to respective Users and shall not be responsible further for any action initiated by the User.

27. GRIEVANCE REDRESSAL

Any complaints, error requests. abuse or concerns with regards to content, Services and or comment or breach of these terms shall be immediately informed to the designated Grievance Officer as mentioned below via in writing or through email signed with the electronic signature to

Grievance Redressal Officer

Name: Krishna Kumar B S

Address: No 1139, Maruthi Complex, 3rd Floor, BEML Layout,3rd Stage,

Raja Rajeshwari Nagar, Bangalore – 560098, Karnataka, India

Ph: +81 89510 6576

E-mail: getinfo@peppertree.ai

We request you to please provide the following information in your complaint:

a. A physical or electronic signature of a person authorized to act on behalf of the owner for the purposes of the complaint.
b. Identification of the work/complaint. In case of Intellectual Property Infringements, description, title papers (if any) and images of infringement.
c. Identification of the material on our website that is claimed to be infringing or to be the subject of infringing activity.
d. The address, telephone number or e-mail address of the complaining party.
e. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the owner, its agent or the law.
f. A statement, under penalty of perjury, that the information in the Complaint is accurate, and that the complaining party is authorized to act.
g. undertaking that the complainant shall file an infringement suit in the competent court against the person responsible for uploading the infringing copy and produce the orders of the competent court having jurisdiction, within a period of twenty-one days from the date of receipt of the notice.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM THE COMPANY, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.