1. This document (“Terms”) is an agreement between you and VOLOPAY INDIA PRIVATE LIMITED (CIN:UK6910KA2021FTC153594) (“Company”) which set outs the term and conditions governing your use and access of:
a. the electronic platform that is owned and operated by the Company (“Volopay”); and
b. the products and services offered by the Company and third parties engaged by, or in partnership with, the Company through Volopay (“Service/s”).
5. These Terms apply to all visitors, users and others who wish to access or use Service.
6. By accessing and/or using Volopay, you expressly acknowledge and represent that you have carefully read, understood and accept the Agreements in its entirety as a legally binding agreement between yourself and Volopay. The Agreements shall be effective and legally binding on the date when you affirmatively accept the Terms, electronically.
7. If you do not agree with (or cannot comply with) Agreements, then you should immediately stop accessing our Services/stop using Volopay. If you do not understand any of these Terms and Conditions, you are advised to obtain independent legal advice.
8. The Company reserves the right, from time to time, to amend, restate or supplement the Terms (including our Service Fees) at our sole discretion, taking into account future developments such as change in industry trends, economic realities, and/or any changes in legal and/or regulatory requirements as may be applicable to the Company.
10. You agree that it shall be your sole responsibility to check for any updates to the Terms.
11. Volopay is neither a bank nor a credit institution, and we are not permitted to pay interest to you on funds held by you in your payment account. Our Services might offer features or benefits of a bank account in partnership with respective Service Providers and Bank.
12. We may at any time close, suspend or limit your access to your use of the Services if we suspect that you may have committed any breach to this Agreement or any other agreement you enter into with us or pursuant to any proprietary monitoring used by us when assessing the risk associated with your transaction activity.
13. We may close your Account if your account becomes inactive for a period of 3 (three) months.
14. You acknowledge and agree that Volopay reserves the right to access and disclose personal data relating to you to third parties to comply with all applicable laws and lawful requests from government and/or other regulatory authorities, and/or to provide services of Volopay or protect Volopay, its customers and other users.
15. In interpreting the Terms, the intention and purpose behind the specific paragraph or paragraphs generally must be taken into consideration.
16. The Terms shall be of a continuing nature.
17. To be eligible to use Volopay and/or the Services, you (each an “Eligible User”) must:
a. in the case of an individual:
i. have attained at least 18 (eighteen) years of age at the time of accessing and/or using Volopay and/or the Services; and
ii. have the legal capacity to accept the Terms under the laws applicable to you; or
b. in the case of a legal entity other than an individual, have the full legal capacity (including obtaining the necessary approvals) to accept the Terms
18. By accessing and/or using Volopay, you are representing and warranting to the Company that you are an Eligible User.
19. Despite being an Eligible User, the Company reserves the right to limit your access and/or use of Volopay and/or the Services in accordance with the Terms at the sole discretion of the Company.
SUBMITTING OF DATA
20. It shall be your sole responsibility to ensure that any data, document or other information, whether electronic or otherwise, that you submit to the Company:
a. is complete, true and accurate in all respects at all times;
b. where applicable, is provided within reasonable time;
c. is not false, misleading or deceptive in any respect at all times; and
d. does not omit anything that affects or is likely to affect the meaning or significance of such data, document or other information in any respect at all times
COMPLIANCE WITH THE TERMS AND APPLICABLE LAWS
21. “Applicable Laws” shall mean any statute, regulation, notification, circular, ordinance, requirement, direction, guidenline, announcement, order or any other binding action or requirement of an authority (statutory/regulatory/local/other authority), court of law, tribunal, judicial/quasi-judicial body having the force of law in India. You shall solely be responsible for understanding and complying with any and all laws, rules and regulations of your home country and the Account Jurisdiction that may be applicable to you in connection with your use of our Services, which shall include, without limitation, laws governing payment services, anti-money laundering or anti-terrorist financing requirements, consumer protection, data protection laws, anti-discrimination, gambling, false advertising, illegal sale or purchase or exchange of any goods or services, and those related to export/import activity, taxes or foreign currency exchange or licensing. In accessing and/or using Volopay and/or the Services, you agree that it is your sole responsibility to ensure your compliance with the Terms and Applicable Laws.
22. In order to access and/or use the Services, you must first register an account with the Company (“Account”) which will require you to provide us with data relating to you , including:
a. your full legal name;
b. date of birth/incorporation;
c. residential/registered address;
d. in the case of individuals, your nationality;
e. AADHAR or passport number (in the case of individuals) or unique entity number (in the case of entities);
f. contact details, including an email address and telephone number at which you can be contacted at;
g. any other information as may be required to verify data provided by you; and
h. other information as may be required to allow the Company to comply with its anti-money laundering and countering the financing of terrorism obligations under the applicable laws.
23. You may refer to the Personal Data Policy of the Company which is available at https://www.volopay.com/in/privacy-policy/ for details on how the Company collects, uses, stores and protects personal data that the Company comes into possession of.
24. The Company reserves the right to request for further information from you relating to your Account (whether active or inactive) at any time.
25. You may apply for an Account by following the relevant instructions on Volopay.
26. Where the Company approves your application for an account, the Company will issue you an Account.
27. Subject to the approval of the Company, you may register sub-accounts under your Account (each a “Sub-Account”) as part of the Services provided by the Company by following the instructions on Volopay.
a. Where the Company approves your application for a Sub-Account, the Company will issue you the Sub-Account.
b. In addition to each Account and/or Sub-Account(s), you are required to register for a corresponding electronic wallet with with Decentro Tech Private Limited (CIN: U74999HR2020PTC086125)(“Decentro”) / Rapyd Holding Pte Ltd (UEN:201833125K) (“Rapyd”), being a service provider engaged by the Company, to utilise the Services (“Wallet”).
a. Network Rules: https://www.rapyd.net/networkrules/
c. Decentro Terms: https://decentro.tech/terms/
29. Please take some time to read through the terms and conditions governing each Wallet as you and/or your authorised representative(s) must accept such terms and conditions relating to the creation of a Wallet before the Services may be utilised.
30. In accepting the Terms, you are consenting to the Company providing Decentro/Rapyd with information relating to you (including personal data), insofar as such information is required by Decentro/Rapyd in relation to the creation of the corresponding Wallet and the provision of the Services.
31. For the avoidance of doubt, any Account and/or Wallet is not a credit card and usage shall be dependent on the funded balance linked to your Account and/or Sub-Account(s).
32. As part of this agreement, Volopay may obtain specific payment services including collecting, holding, disbursing, or remitting funds domestically via Decentro incorporated in India or internationally via Rapyd, incorporated in Singapore.
33. Volopay will provide on your behalf upon request such information regarding identity, financial, and business affairs, as may reasonably be required for Decentro/Rapyd to provide the service(s) in a prudent, legal, and compliant manner.
34. You accept that these Terms constitute a legal, valid, and binding agreement between you and Decentro or Rapyd, as the case may be, within the framework of the contractual relationship between you and Volopay.
Responsibility for your Account/Sub-Account
35. You acknowledge and agree that you shall be solely responsible for your Account, provided always that the owner of an Account.
36. Your Account can only be used by you and/or your authorised representative(s) (as the case may be) and you acknowledge and agree that you shall be fully liable at all times for any communication, transaction, instruction and/or operation made or performed, processed or effected through your Account (each an “Instruction”) by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent.
37. You must immediately notify the Company if you suspect or become aware of the use of your Account by any person or other entity other than yourself and your authorised representatives.
38. Without prejudice to any other provision of the Terms, you authorise the Company to act upon any Instruction (though the Company is not obliged to) which the Company believes was given by you (whether through your Account or otherwise).
39. Any Instruction shall not be considered to have been received by the Company until it has actually been received successfully by the Company (whether electronically or otherwise).
40. The Company shall not be responsible for confirming and/or verifying any Instruction or for monitoring or refusing to process any duplicate Instructions.
41. You acknowledge and agree that any records created and maintained by the Company of Instructions by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such Instructions.
42. You acknowledge and agree that the Company may, at its sole discretion, refuse to act or defer acting upon any Instruction.
43. The Company shall have absolute discretion to investigate your Account, including where the Company suspects or has determined that:
a. you and/or your authorised representative(s) are in breach of any the Terms (or any part thereof);
b. your Account is associated with any unusual or illegal activities, including any form of fraud;
i. your Account is/are related to any pending litigation or investigation proceedings by any authority, including any applicable regulatory authority;
ii. there are security risks associated with your Account that cannot be adequately mitigated or resolved;
iii. your Account is in breach of any Applicable Laws (whether in or outside of India);
iv. there is any other reason which could compromise the provision of Volopay and/or the Services by the Company or any other operations of the Company.
44. In the event the Company commences any investigation into your Account, the Company shall provide you with written notice of the commencement of such investigation and the nature of the allegations that form the basis of the investigation and you shall have [seven (7) calendar days] to respond to such allegations, provided always that the Company may take any action it deems necessary at its sole discretion even before such written notice is received by you.
45. Following any investigation, the Company reserves the right to take any action that the Company deems necessary at its sole discretion, including the suspension or termination of your Account, whether in whole or in part before deciding on whether to reactivate your Account.
46. Your Account shall be immediately suspended and subject to review by the Company if it is not accessed and/or used for a continuous period of 90 (ninety) days (“Inactive Account”).
47. Subject to our policies and review, if the Company deems your Account to be an Inactive Account, the Company will notify you of the same through such means of communication as the Company may prescribe from time to time (“Notice of Inactivity”).
48. If you do not respond within the period stipulated in the Notice of Inactivity, a monthly fee will be charged in relation to each Inactive Account for as long as it remains inactive, such fee to be paid out of the value in the respective Inactive Account or, where there is insufficient value in the Inactive Account, consolidate or combine such Inactive Account.
49. In addition to charging the monthly fee stated in paragraph 48 above, the Company may take any other action it deems necessary at its sole discretion in relation to any Inactive Account, including terminating such Inactive Account.
50. Where your Account has been suspended for inactivity, you may request to reactivate your suspended Account by filing a request with the Company and the Company may require you to provide such information and/or documents as the Company deems necessary before deciding on whether to reactivate the Account and/or Sub-Account(s).
51. Where any value remains in any Inactive Account that has been terminated by the Company, you may submit a request for the refund of such value (subject to any applicable fees) (“Refund Request”) through any one of the following means:
a. by submitting a written request to the Company at firstname.lastname@example.org; or
b. contacting the helpdesk of the Company at: +91 82969 79792
52. The Company is under no obligation to process any Refund Request and you agree that unless a Refund Request has been approved by the Company, you shall have no claim whatsoever against the Company in relation to any Inactive Account(s) that has been terminated and the value contained therein.
53. Any value under any Refund Request approved by the Company shall be transferred to the bank account provided by you when registering for an Account.
FUNDING YOUR ACCOUNT
54. Each Account is a reloadable account and may be funded through the bank account(s) provided by you when registering for your Account.
55. Where you choose to fund your Account , the funds are transferred directly to and stored in the corresponding Wallet(s) and the Company shall credit your Account with the value of such funds.
56. For the avoidance of doubt, your Account will only reflect the value of funds that Decentro/Rapyd records as having been received into the corresponding Wallet(s).
57. You acknowledge and agree that in registering any bank account(s) with your Account, you are providing the Company and Decentro/Rapyd with the continuous authority to automatically charge such bank account(s) when you choose to fund your Account and/or Sub-Account through Volopay.
58. You can stop the continuous authority in relation to any bank account(s) by removing such bank account(s) through Volopay, provided that you must have at least one (1) bank account that is registered to your Account at all times.
TRANSACTING THROUGH YOUR ACCOUNT
59. Each Account allows you to transfer funds to merchants that accept the use of Volopay for goods and/or services (each such transfer a “Payment”). For the avoidance of doubt, the actual transfer of funds in relation to each Payment will be carried using the corresponding Decentro/Rapyd Wallet.
60. Where you make any Payment, the status of such Payment shall be reflected on Volopay as one of the following statuses:
a. “successful/completed”, where the Payment is successful and the corresponding Wallet has been debited accordingly and such debit is reflected in your Account or Sub-Account (as the case may be);
b. “declined”, where the Payment is unsuccessful and has not been debited from the corresponding Account;
c. “reversed”, where following an agreement between you and the relevant merchant for the refund of a successful Payment, such merchant has credited your corresponding Wallet accordingly and such credit is reflected in your Account or Sub-Account (as the case may be);
d. “failed”, indicates that the Transfer could not be processed by the Company and/or Decentro/Rapyd for any reason, in which case there will no transfer or receipt of any value from your Account and/or Sub-Account(s) and funds from your Wallet, provided always that you will be responsible for any fees incurred by the Company despite the failure to process such Transfer
Transferring of Funds
61. No transfer of funds can be made from your Account unless such account has sufficient funds, including for the payment of all applicable fees.
Disputed Payment or Transfer between Users
62. If you have any dispute with any other user of Volopay in relation to any Payment or Transfer, you should first try to resolve such dispute directly with the other user.
63. The Company shall not be required to be involved in any dispute in relation to any Payment or Transfer that may arise between yourself and any other user of Volopay unless all of the following criteria are met:
a. the dispute is not in relation to your Account;
b. You should contact Decentro/Rapyd directly in the event of any issue relating to your Account, subject to the applicable terms and conditions of Decentro/Rapyd;
c. the dispute is notified to the Company within 7 [seven] of business days from the occurrence of the dispute;
d. you have attempted to and are unable to resolve the dispute directly with the other user concerned; and
e. you have furnished the Company with all information and/or materials as required by the Company
Closing an account
64. You may close your Account by following the instructions on Volopay.
65. Where you attempt to close any Account that is the subject of an investigation under paragraph 43 above, the Company may, at its sole discretion, refuse to close the Account and/or hold all or part of the funds contained in the Account.
66. For the avoidance of doubt, where you close any Account that is the subject of an investigation, you shall remain liable for all obligations arising from or in connection with such Account until the conclusion of the investigation and where all necessary actions have been taken by the Company (if any).
67. As part of the Services, you may apply for corporate credit cards to be issued to you in relation to each Account (“Corporate Card”)
68. All Corporate Cards are issued by SBM Bank (India) Ltd. (CIN: U65999MH2017FLC293229) (“SBM”) and/or LIVQUIK (“LQ”) (CIN: U74999MH2012PTC232972), being service providers engaged by the Company, and you are required to register an account with SBM and/or LQ in order to receive any Corporate Card.
69. You may apply for a Corporate Card by following the relevant instructions set out in Volopay.
70. The terms and conditions governing each Corporate Card shall apply to you/and your authorized representative. Please take some time to read through the terms and conditions governing each Corporate Card when you and/or your authorised representative(s) sign the CAF form.
71. In accepting the Terms you are consenting to the Company providing SBM and/or LQ with information relating to you (including personal data), insofar as such information is required by SBM and/or LQ in relation to issuance of each Corporate Card and the provision of the Services.
72. Unless terminated or cancelled earlier (as the case may be), each Corporate Card shall be valid for a period of time stipulated by the Company.
73. Any renewal or replacement of each Corporate Card shall be at the sole discretion of the Company and you agree that you shall be fully responsible for all costs in relation to any renewal or replacement of any Corporate Card(s) belonging to you.
74. Volopay is provided on an "as is" and "as available" basis and may be modified, suspended or discontinued (whether in part or in whole) from time to time at the sole discretion of the Company.
75. If there is any trial offered, it is restricted to 15 (fifteen) days from the date of approval of your account (“Trial Period”). If a Service Fee (Refer to Pricing T&Cs) applies to you, on conclusion of your Trial Period, a Service Fee will be charged automatically. If you do not wish to continue, please share an email to email@example.com 1 (one) business day before the expiry of the trial period.
76. By signing up you acknowledge that Volopay reserves the right to use your logo in our marketing/sales collateral, including corporate presentations and on our Website.
NO REPRESENTATIONS AND WARRANTIES BY THE COMPANY
77. Volopay is provided without any representation and/or warranty by the Company, whether express or implied that:
a. Volopay will be provided uninterrupted, secure and/or free from any error and/or omission and that any identified defects will be corrected;
b. Volopay is fit for any particular purpose or requirements of any person;
c. any data transmitted by you or to you through Volopay is secure, including the possibility of such data transmission being intercepted;
d. there will be no delay and/or interruption to any transmission through Volopay
78. While the Company will take measures to ensure the continuous operations and security of Volopay, the Company does not guarantee and/or represent in any way that such measures will be sufficient.
79. The Company controls and maintains Volopay from India and makes no representation that Volopay is appropriate and/or available for access and/or use outside of India.
80. You agree and acknowledge that the Terms, Volopay and the Platform Materials do not include the provision of internet access or other telecommunication services by the Company. Any internet access or telecommunications services (such as mobile data connectivity) required by you to access to and/or use Volopay and/or the Platform Materials shall be your sole responsibility and shall be separately obtained by you, at your own cost.
81. You agree and undertake not to do any one or more of the following:
a. use or upload, in any way, any software or material that contains, or which you have reason to suspect contains, computer virus or other malicious, destructive or corrupting code, agent, program or macros (including those which may impair or corrupt the Platform Materials or damage or interfere with the operation of any electronic device of any other user or Volopay);\
b. post, promote or transmit any materials or information through Volopay which are or may be illegal, misleading, incomplete, erroneous, offensive, indecent, defamatory or which may not be lawfully disseminated under applicable laws or which are otherwise objectionable;
c. use Volopay other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other applicable laws;
d. impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;
e. anything which will be amount to a contravention of the Terms and/or any Applicable Laws
TRANSMISSIONS & COMMUNICATIONS
82. With respect to all contents of transmissions or communications you make or submit through Volopay, the Company shall be free to reproduce, use, disclose, host, publish, transmit and distribute all such contents of transmissions or communications or any part thereof to others without limitations, and you hereby grant to Volopay and its agents (if any), a non-exclusive, world-wide, royalty-free, irrevocable licence and right to do the same.
83. You accept the risk that any data transmitted or communicated through Volopay may be accessed by unauthorised third parties and that the transmission of data or communications over the internet may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet.
84. You acknowledge and agree that any records created and maintained by the Company of the communications, transactions, instructions and/or operations made or performed, processed or effected through Volopay by you or any person purporting to be you, acting on your behalf or purportedly acting on your behalf, with or without your consent, shall be binding on you for all purposes and shall be conclusive evidence of such communications, transactions, instructions and/or operations.
85. Volopay and all content contained therein (except for data belonging to you), including any data, images, links, sounds, graphics, video, software, applications and other digital materials ("Platform Materials") are the property of the Company.
86. The Company and its licensor(s) (if any) reserve and retains all rights (including copyrights, trademarks, patents as well as any other intellectual property right) in relation to the products, services and all content and data contained in or provided on or via Volopay and/or the Platform Materials (including all texts, graphics and logos).
87. You may not do anything that will violate or infringe such intellectual property rights and, in particular, you shall not copy, download, publish, distribute, transmit, disseminate, sell, broadcast, circulate, exploit (whether for commercial benefit or otherwise) or reproduce any of the information or content contained in or provided on or via Volopay and/or the Platform Materials in any form without the prior written permission of the Company and/or its licensor(s) (as the case may be).
88. No part or parts of Volopay and/or any Platform Materials may be reproduced, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system without the prior written permission of the Company and/or its licensor(s) (as the case may be).
89. Subject to any other applicable terms, guidelines, notices, rules and policies, the Company grants you a non-transferable, non-exclusive, revocable, limited licence to use and access Volopay and the Platform Materials solely for your own personal, informational and non-commercial use, provided that you do not modify any Platform Materials and that you retain all copyright and other proprietary notices contained in the Platform Materials.
90. Save as expressly provided otherwise in the Terms, you acknowledge that you are not granted any licence, interest or right by virtue of your use of or access to Volopay and/or the Platform Materials.
91. You agree that the Company may, at its sole discretion, deny you access to Volopay (or any part thereof) and/or the Platform Materials (whether in part or in whole) for any reason, including where:
a. the Company believes that you have violated or acted inconsistently with any terms or conditions set out herein;
b. the Company and/or any regulatory authority is of the opinion that it is not suitable to continue providing the services relating to Volopay and/or the Platform Materials, whether generally or specifically to you.
LIMITATION OF LIABILITY
92. In no event will Volopay, or its Service Providers, be liable with respect to any subject matter of this Agreement under any contract, negligence, strict liability or other legal or equitable theory for:
a. any special, incidental or consequential damages;
b. the cost of procurement for substitute services;
c. for interruption of use or loss or corruption of data; or
d. for any amounts that exceed the Service Fees paid by you to Volopay under this Agreement during the twelve (12) month period prior to the cause of action (if applicable).
93. Volopay shall have no liability for any failure or delay due to matters beyond its reasonable control.
94. Cross Border Payment Orders can only be executed if they comply with regulatory standards. We will not be held liable for any damages which could result from the non-execution or defective execution of an Cross Border Payment Order where such non-execution or defective execution is due to the fact that the Customer provided information which was untrue, inaccurate, incomplete or incorrect. In the case of a discrepancy between the Unique Identifier provided by the Customer and any other information, we may, without incurring any liability, rely solely on the Unique Identifier. In such case, the Funds under the relevant Cross Border Payment Order transmitted by the Customer will be deemed to have been transferred to the intended beneficiary. If the Unique Identifier provided by the Customer is incorrect, we will not be held liable for any damages which could result from the non-execution or defective execution of the Cross Border Payment Order so long as Volopay has executed such Cross Border Payment Order in accordance with the indicated Unique Identifier. The Customer will assume sole responsibility thereto and reimburse all costs of Volopay.
95. You acknowledge that Volopay may provide the Services using facilities provided by banks, payment service providers, clearing networks and other third-party payment processing services.
96. No commercial agreement exists between the Service Providers and yourself and each of the Service Providers will accordingly have no direct liability to you.
97. Volopay shall not be liable for any underlying sales transactions occurring on the Platform between either you or a Buyer. It is your responsibility to ensure that you only make payments to or receive payments from persons or entities related to commercial transactions in compliance with Applicable Laws. Volopay has no influence on the underlying process of buying or selling goods, and no legal relationship with the Platform or Buyers, and will not be made liable to or in respect of any Buyer or Platform or for the underlying products and/or services being sold or bought, nor for the correct completion of any sale or purchase of goods or services. You assume exclusive responsibility for your product and your obligations to Buyers and Platforms, and shall indemnify and hold Volopay harmless from any claim by any of them against Volopay. The sale of counterfeit goods or goods breaching intellectual property rights can also lead to legal action by rights holders and a potential loss of Funds. If you are in doubt as to the legality of a transaction you should not continue with your payment.
98. You shall solely be responsible for reporting to all applicable government tax authorities all Funds underlying your use of the Services and for the payment of any applicable taxes that apply to such payments as well as any other applicable reporting requirements including, but not limited to, any customs or foreign currency controls. We may request you to provide proof of payment of taxes as and when it considers necessary and appropriate.
99. Neither party shall be held liable or considered to have failed under these rules in case of late or non-performance when their cause is related to a force majeure situation.
100. The Company and its officers, directors, employees, and agents (each a “Relevant Person”) shall not, save for any wilful default or fraud on the part of any Relevant Person, be liable to you for any Losses arising from or in connection with, or anything done or not done as a direct or indirect consequence to, the provision of Volopay and/or the Services (whether in whole or in part), including any one or more of the following:
a. any failure, error, delay or malfunction of Volopay, howsoever caused and whether or not identified or identifiable;
b. the access to, use of or inability to use Volopay;
c. the access to, use of or inability to use any third-party services that may be accessed through or used on Volopay;
d. any thing done or omitted to be done in the course of, or in connection with the discharge or purported discharge of the obligations and/or rights of the Company under any applicable laws and regulations or in accordance with the Terms;
e. the exercise of the discretion of the Company under the Terms;
f. any failure, error, delay or malfunction of the provision of any services (whether in whole or in part) by any service provider engaged by the Company;
g. the termination of the services (whether in whole or in part) provided by any service provider engaged by the Company (whether in whole or in part and whether at the election of such service provider or otherwise) that allows the Company to provide Volopay and/or the Services;
h. any virus or other disruptive, destructive, malicious or corrupting program, code, agent, script or macro;
i. the originality, accuracy, adequacy, timeliness or completeness of Volopay and/or any Platform Materials (collectively, the "Content");
j. any reliance by you on the Content or any part thereof;
k. any information transmitted or received through Volopay, or the interception of or access to such information by any unauthorised person;
l. any event, occurrence, or circumstance beyond the reasonable control of the Company, including any act of God, civil commotion, riot, act of war or terrorism, strike, government action, accident or equipment or transmission failure;
m. the provision of Volopay and/or the Services.
101. You expressly agree to indemnify, defend, save and hold harmless all Relevant Persons from all liabilities, claims and Losses arising out of or in connection with:
a. your Account and/or Sub-Account;
b. the access and use of Volopay;
c. the access and use of the Services, including any Loss incurred or suffered as a result of the Company having to convert any currency;
d. any breach by you of the Terms;
e. any negligent act and/or omission by you in connection with Volopay and/or the Terms, other than through the wilful default or fraud by the Relevant Person.
102. You acknowledge and agree that any communication and/or document to be sent to you may be by way of electronic communication and you shall be considered to have received any such communication and/or document:
a. at the time of which the email containing such communication and/or document is sent to you or such other time as may be prescribed in the email;
b. at the time of posting (whether through ordinary post or otherwise) such communication and/or document to you or such other time as may be prescribed in such communication and/or document;
c. through such other means at such times as the Company may prescribe from time to time.
103. The Company may, at any time, assign, mortgage, charge or otherwise transfer any or all of our rights and obligations under the Terms without restriction.
104. You may not assign, mortgage, charge or otherwise transfer any of your rights and obligations under the Terms (including the licence granted to you under paragraph 89 above) without the prior written consent of the Company and any attempted assignment mortgage, charge or otherwise transfer in violation of the Terms shall be null and void.
105. If any provision of the Terms or part thereof is rendered void, invalid, illegal or unenforceable by any legislation to which it is subject or by a decision of a court of competent jurisdiction (“Affected Provision”), the Affected Provision shall be rendered void, invalid, illegal or unenforceable only to that extent and it shall in no way affect or prejudice the enforceability of the remainder of the Affected Provision or the other provisions of the Terms.
106. No failure or delay to exercise or enforce any right conferred upon the Company under the Terms shall be deemed to be a waiver of any such rights or operate so as to bar the exercise or enforcement thereof at any subsequent time or times.
107. Any waiver of any right arising from a breach or non-performance of the Terms or arising upon default under the Terms granted to you shall be null and void unless made in writing and signed by the Company.
THIRD PARTY CONTENT
108. The Company makes no representation and/or warranty as to having reviewed and/or verified the relevance, timeliness, accuracy, adequacy, commercial value, completeness or reliability of any systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay.
109. Unless expressly stated otherwise, the Company:
a. does not endorse, sponsor and/or certify any systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay; and
b. is not involved in the provision of such systems, services, content, materials, products and/or programmes provided and/or offered by third parties through Volopay.
110. Unless expressly provided for, the Company is not a party to any agreement between you and any third-party (whether provided and/or offered through Volopay) relating to your access to and/or use of systems, services, content, materials, products and/or programmes provided and/or offered by such third-party through Volopay ("Third-Party Agreement").
111. For the avoidance of doubt, the Company shall not be liable for any losses, liabilities, damages, costs and/or expenses (including any direct, indirect, incidental, special, consequential or punitive damages or economic loss or any claims for loss of profits or loss of use) (collectively "Losses") arising from or in connection with your access to the Services and/or use of systems, services, content, materials, products or programmes under any Third-Party Agreement, or for any purchase and/or subscription made in relation thereto.
112. You acknowledge and agree that you will be solely responsible for any access to and/or use of the Services, any third-party systems, services, content, materials, products or programmes provided and/or offered through Volopay.
RIGHTS OF THIRD PARTIES
113. Save for a Relevant Person(s), no person or entity who is not a party to the Terms shall have no right under the contracts or other similar laws to enforce the Terms or any part thereof, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description.
114. For the avoidance of doubt, any amendments to the Terms in accordance with the provisions herein shall not require any consent from any person or entity (including any Relevant Person) who is not a party to the Terms.
115. Nothing in paragraph 113 above shall affect the rights of any permitted assignee or transferee under the Terms.
GOVERNING LAW AND JURISDICTION
116. The Terms shall be governed by and construed in accordance with the laws of India.
117. In the event of any claim, dispute or difference (“Dispute”) that may arise out of or in connection with the Terms and/or Volopay (including any question relating to the existence, validity of termination of the Terms), you agree to enter into negotiations with the Company in good faith to resolve such Dispute (“Good Faith Negotiations”).
118. Where a Dispute is not resolved within 30 (thirty) days of the commencement of Good Faith Negotiations, the Dispute shall be referred to and finally resolved by arbitration in accordance with Arbitration and conciliation Act, 1966.
119. The seat of arbitration shall be Bangalore, India. The arbitration shall be conducted by a single arbitrator and wholly in the English language.
120. Any decision and/or award made by an arbitrator in accordance with the Terms shall be final and binding on the parties to such arbitration and the parties to such arbitration expressly waive their rights to appeal any such decision and/or award.