1. GENERAL

a) This document (“Terms”) is an agreement between you and VOLOPAY INDIA PRIVATE LIMITED (CIN:U6910KA2021FTC153594) (“Company”) which set outs the term and conditions governing your use and access of:

i) the electronic platform that is owned and operated by the Company (“Volopay”); and

ii) the products and services offered by the Company and third parties engaged by, or in partnership with, the Company through Volopay (“Services”).

b) The version of the Terms currently in force will be available through Volopay and on the official website of the Company at www.volopay.com (“Website”) and you agree that it shall be your sole responsibility to check for any updates to the Terms.

c) Our Terms and Privacy Policy at https://www.volopay.com/in/terms and https://www.volopay.com/in/privacy-policy respectively,  also governs your use of our Service and explains how we collect, safeguard, and disclose information that results from your use of our services.

d) Your agreement with us includes these Terms and our Privacy Policy (“Agreements”). You acknowledge that you have read and understood Agreements, and agree to be bound of them.

e) If you do not agree with (or cannot comply with) Agreements, then you may not use the Service, but please let us know by emailing at info@volopay.co so we can try to find a solution. These Terms apply to all visitors, users and others who wish to access or use Service.

f) Notwithstanding that we may notify you of any major changes we made to these Terms and Conditions electronically, you shall be responsible for regularly reviewing these Terms and Conditions. At any time, you can view our current Terms and Conditions on our Website and/or applications. All amendments, supplements and revisions shall be effective upon publication on our Website and/or applications. When you use the Services after our publication of any such amendment, supplement or revision, you are deemed to have read and agreed to the latest version of our Terms and Conditions, Privacy Policy and such other policies and guidelines, notices, circulars and announcements from time to time issued by us to you. If you do not agree to such amendments, supplements or revisions, you shall close your Account and stop using any of the Services.

g) These Term and Conditions shall be effective and legally binding on the date when (a) Customer creates an Account, affirmatively accepts the Agreement in writing or electronically; or (b) otherwise uses the Services. Subsequently, these Terms and Conditions shall be continued until your termination of use of the Account or the Services. Your acceptance of these Terms and Conditions shall serve as confirmation that you fully understand and accept to all the provisions in these Terms and Conditions. If you do not understand any of these Terms and Conditions, you are advised to obtain independent legal advice.

h) You acknowledge that you and your use of our Services shall be subject to all mandatory provisions of the Applicable Laws. 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.

i) Volopay is neither a bank nor a credit institution, and we are not permitted to pay interest to you on Funds held in the Payment Account. Our Services may offer features or benefits of a bank account in partnership with relevant banking or regulated financial institution partners, as applicable.

j) 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.

k) We may close your Account if your account becomes inactive

l) 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.

m) The Terms shall be of a continuing nature.

2. ELIGIBILITY

a) To be eligible to use Volopay and/or the Services, you must:

• in the case of an individual:

i) have attained at least 18 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,

• 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.

(each an “Eligible User”).

b) By accessing and/or using Volopay, you are representing and warranting to the Company that you are an Eligible User.

c) 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.

3. SUBMITTING OF DATA

It shall be your sole responsibility to ensure that any data, document or other information, whether electronic otherwise, that you submit to the Company or through Volopay and/or the Website:

i) is complete, true and accurate in all respects at all times;

ii) where applicable, is provided within reasonable time;

iii) is not false, misleading or deceptive in any respect at all times; and

iv) 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.

4. COMPLIANCE WITH THE TERMS AND APPLICABLE LAWS

In accessing and/or using Volopay and/or the Services, you agree that it is your sole responsibility to ensure your compliance with the following at all times:

a) the Terms; and

b) any applicable laws and regulations (whether in or out of India).

5. DATA COLLECTION

a) 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:

i) your full legal name;

ii) date of birth/incorporation;

iii) residential/registered address;

iv) in the case of individuals, your nationality;

v) AADHAR or passport number (in the case of individuals) or unique entity number (in the case of entities);

vi) contact details, including an email address and telephone number at which you can be contacted at;

vii) other information as may be required to verify data provided by you; and 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.

b) You may refer to the Personal Data Policy of the Company which is available at www.volopay.com for details on how the Company collects, uses, stores and protects personal data that the Company comes into possession of.

c) The Company reserves the right to request for further information from you relating to your Account (whether active or inactive) at any time.

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TERMS AND CONDITIONS OF CORPORATE CARD- Powered by PineLabs

This document sets out the Terms and Conditions (“T&C”) applicable to the Volopay RuPay Card issued by Pine Labs.

Pine Labs Private Limited (“Pine Labs”) has been granted an authorization to issue prepaid payment instruments by the Reserve Bank of India (“RBI”).

Pine Labs has a co-branding agreement with Volopay India Private (Volopay) to issue Volopay RuPay Card issued by Pine Labs - Contactless Variant ("Cards”). Volopay provides expense management services to corporates.

The T&Cs are available on www.pineperks.in/termsConditions

These T&Cs may be updated from time to time at the sole discretion of Pine Labs and Volopay. The Cards are reloadable Full KYC PPIs which are issued and operate in accordance with the RBI Master Directions, as amended from time to time.

The following terms and conditions are applicable to the Cardholder upon purchase of the Card from Volopay.

1. All Cards shall be valid for period of 5(Five) years and shall remain valid till the date mentioned on the face of the Card. The validity of the Card may be extended, or a replacement card may be issued on expiry, upon request from the Purchaser or the Cardholder subject to applicable fees and at the sole discretion of Pine Labs and Volopay.

2. The Cards can be redeemed at any of the websites and offline locations which accept RuPay instruments. However, there are certain Merchant categories, as listed at www.pineperks.in/termsConditions wherein the Card cannot be redeemed.

3. The Card cannot be resold, transferred for value or redeemed/exchanged for its value in cash by the Cardholder. Cash withdrawal facility is not available on the Card.

4. Only One physical Card will be issued per Cardholder, identified by unique mobile number. More than one digital Card maybe issued per Cardholder subject to the funds transfer limits applicable to a Full KYC PPI.

5. This card will only be issued by Pine Labs on request of the Cardholder and distributed by Volopay to the Cardholder on agreeing to these Terms and Conditions (as updated from time to time) and also successfully fulfilling the eligibility and Know Your Customer (“KYC”) criteria as defined by Reserve Bank of India.

6. Full KYC PPI feature:

a. i)The Video-based Customer Identification Process (V-CIP) can be used to open full-KYC PPIs as well as to convert Small PPIs into full-KYC PPIs. Such PPIs shall be reloadable in nature.

ii)The amount outstanding shall not exceed Rs.2,00,000/- at any point of time.

iii)The funds can be transferred back to source account or own bank account of the PPI holder (duly verified by the PPI issuer).

iv)PPI issuer shall provide the facility of pre-registered beneficiaries whereby the PPI holder can register beneficiaries by providing their bank account details.

v)In case of pre-registered beneficiaries, the funds transfer limit shall not exceed Rs.2,00,000/- per month per beneficiary.

vi)Funds transfer limits for all other cases shall be restricted to Rs.10,000/- per month.

vii)Funds transfer from such PPIs shall also be permitted to other PPIs, debit cards and credit cards as per the limits given above.

viii)There is no separate limit on purchase of goods and services using PPIs and PPI issuer may decide limit for these purposes within the overall PPI limit.

ix)Cash withdrawal shall be permitted upto a maximum limit of Rs.2,000/- per transaction within an overall monthly limit of Rs.10,000/- per PPI across all channels (agents, ATMs, PoS devices, etc.).

b. Cash withdrawal shall be permitted upto a maximum limit of Rs.2,000/- per transaction within an overall monthly limit of Rs.10,000/- per PPI across all channels. The fee applicable on each ATM Withdrawal transaction is Rs 25 + GST 4.5.

c. PPI issuer shall also give an option to close the PPI and transfer the balance as per the applicable limits. The holder shall provide details of pre-designated bank account or other PPIs to which the balance amount available in the PPI shall be transferred in the event of closure of PPI, expiry of validity period of such PPIs, etc.

7. The Cardholder hereby acknowledges and agrees that if there are no Transaction for a consecutive period of one (1) year on the Card, subject to validity of the Card, the Card shall be made inactive by Pine Labs / Co-brand partner by sending a notice to the Cardholder.

8. The Card can be closed at any time and the balance funds available in the Card can be transferred 'back to source' (payment source from where the PPI was loaded) at the time of closure. The purchaser of the card should write to support@pineperks.in to understand the refund process.

9. If the Cardholder information provided by the Purchaser or the Cardholder is found to be incorrect at any time, the Card in question is liable to be cancelled and the entire amount forfeited, and no claims in respect thereof will be entertained by Pine Labs/ Volopay.

10. The limit for contactless transactions will be as prescribed by RBI.

11. The Cardholder shall indemnify, defend and hold harmless Pine Labs/ Volopay from and against any and all third party liability, losses, costs and expenses (including reasonable attorneys' fees) relating to or arising out of the breach of these terms and conditions, the negligence or wilful misconduct or fraud by the Purchaser, or its employees or agents.

12. PINE LABS DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CARDS, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT A CARD IS NON-FUNCTIONAL, THE PURCHASER AND THE CARDHOLDER'S SOLE REMEDY WILL BE THE REPLACEMENT OF SUCH CARD.

13. The Cardholder shall inform Volopay, by contacting the Customer Care at + 91 8296979792 or email at in.support@volopay.com, within 10 (Ten) days of occurrence of any transaction, if any irregularities or discrepancies exist in such transaction or if such Cardholder has any query or complaint in relation to the Transaction including for any unauthorised transaction. If Volopay does not receive any information to the contrary within 10 (Ten) days of occurrence of any Transaction, it shall be entitled to assume and proceed on the basis that the relevant Transaction(s) was effected without any irregularity/ discrepancy. Subject to the foregoing, all transactions as aforesaid shall be dealt with in accordance with the Customer Grievance Redressal Policy of Pine Labs. Which can be accessed at https://www.pineperks.in/grievancePolicy. Cardholder can reach out to Pine Labs via email at support@pineperks.in or by contacting at 080-69806393 for any complaints and escalation as per its grievance redressal policy. These cards will be distributed by authorised Volopay personnel only.

14. All fees, surcharges, goods and applicable taxes with respect to Card shall be borne by the Purchaser or the Cardholder. Pine Labs/ Volopay shall have no liability towards the same. There may be surcharge applicable on certain card transactions. In such an event, the same will be deducted from the card balance available in the Card at the time of transaction. In case the card balance is not sufficient to provide for the surcharge the transaction shall be declined.

15. In case of no financial transaction for a consecutive period of one year then Card shall be made inactive after sending a notice to the Cardholder. These can be reactivated only after validation and due diligence.

16. Any change of Cardholder credentials like mobile number, e-mail, etc. will have to be communicated by the Purchaser only. The Cardholder cannot request for any changes directly. Cardholders can check the available balance of cards by logging in on the www.volopay.com Website and Volopay Mobile App.

17. Any dispute in relation to the Cards shall be referred to Volopay and the decision of Pine Labs shall be final in this regard. Any disputes and claims in relation to the card shall be subject to the laws of India and the jurisdiction of the courts at New Delhi.

For detailed terms and conditions, please visit www.pineperks.in/termsConditions and/or https://www.pinelabs.com/terms-and-conditions 

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6. RESTRICTED ACTIVITIES

You agree and undertake not to do any one or more of the following:

1. 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);

2. 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;

3. 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;

4. impersonate any person or entity or to falsely state or otherwise misrepresent your affiliation with any person or entity;

5. anything which will amount to a contravention of the Terms and/or any applicable laws and regulations.

7. TERMINATION

The Company may suspend, restrict or terminate your access to Volopay and/or any Services, in whole or in part, where:

1. you breach any provision of these Terms or any other applicable agreement with the Company;

2. you provide information or documents that are false, inaccurate, incomplete or misleading;

3. you engage in any fraudulent, unauthorised, illegal or prohibited activity;

4. the Company reasonably believes that continued access to the Services may present a legal, regulatory, security, fraud or financial risk;

5. any applicable law, regulation, regulatory authority, bank, payment service provider, card issuer, card network or other relevant service provider requires or reasonably necessitates such suspension, restriction or termination; or

6. your Account remains inactive for a prolonged period, subject to any applicable notice and regulatory requirements.

You may discontinue your use of the Services by providing written notice to the Company, subject to settlement of all outstanding fees, obligations and transactions.

Suspension or termination of access to the Services shall not affect any rights, obligations, liabilities or amounts accrued prior to the effective date of such suspension or termination.

8. INTELLECTUAL PROPERTY

1. 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).

2. 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).

3. 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).

4. 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.

5. 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.

9. LIMITATION OF LIABILITY

9.1 General Limitation of Liability
In no event will Volopay, its affiliates, directors, officers, employees, agents or Service Providers be liable with respect to any subject matter of these Terms, whether under contract, negligence, strict liability, tort or any other legal or equitable theory, for:

1. any indirect, special, incidental, punitive or consequential damages;

2. any loss of profits, revenue, business, goodwill, anticipated savings, business opportunity or other economic loss;

3. the cost of procurement of substitute services;

4. any interruption, suspension or loss of use of the Services;

5. any loss, corruption, alteration or destruction of data; or

6. any other loss or damage that is not a direct and reasonably foreseeable consequence of Volopay's breach of these Terms.

To the maximum extent permitted by applicable law, Volopay shall not be liable for any such loss or damage even if Volopay has been advised of the possibility of such loss or damage.

9.2 Payment Instructions and Customer-Provided Information
Any payment, transfer or other transaction initiated through the Services may only be executed where the transaction complies with applicable legal, regulatory, banking, payment network and other applicable requirements.

Volopay shall not be liable for any loss, damage, cost or expense arising from the non-execution, rejection, delay or defective execution of any payment, transfer or transaction where such non-execution, rejection, delay or defective execution results from information provided by you that is untrue, inaccurate, incomplete, incorrect, outdated or misleading.

Where a payment, transfer or transaction is processed based on a unique identifier, including an account number, virtual account number, beneficiary account details, IFSC, payment address, card details or any other identifier specified by you, Volopay may rely on such unique identifier for the execution of the relevant transaction.

Where there is a discrepancy between the unique identifier provided by you and any other information relating to the intended recipient or beneficiary, Volopay may, without incurring liability, rely solely on the unique identifier provided by you.

If the unique identifier provided by you is incorrect, you shall assume sole responsibility for the resulting transaction, including any loss, delay, non-execution or defective execution, and shall reimburse Volopay for any reasonable costs incurred by Volopay in connection with such transaction, to the extent permitted by applicable law.

9.3 Third-Party Service Providers and Payment Infrastructure
You acknowledge that Volopay may provide or facilitate the Services using facilities, systems or services provided by banks, payment service providers, card issuers, card networks, clearing networks, payment processors, technology service providers and other third-party service providers.

Such Service Providers may be involved in the processing, authorisation, settlement, issuance, transmission or execution of transactions or other Services.

Except where expressly agreed otherwise in writing, no contractual relationship is created between you and any Service Provider merely by virtue of Volopay using such Service Provider to provide the Services. Accordingly, to the maximum extent permitted by applicable law, such Service Providers shall have no direct liability to you in connection with the Services provided through Volopay.

Volopay shall not be liable for any loss, damage, delay, failure, interruption, rejection or non-performance caused by or attributable to any such Service Provider, bank, card network, payment network, clearing network, telecommunications provider or other third party, except to the extent directly caused by Volopay's own wilful misconduct or negligence.

9.4 Underlying Commercial Transactions
Volopay is not a party to, and shall not be responsible for, any underlying sale, purchase, supply of goods or services or other commercial transaction between you and any Buyer, supplier, merchant, Platform or other third party.

You are solely responsible for ensuring that payments made or received through the Services relate to legitimate commercial transactions and comply with all applicable laws, regulations and your contractual obligations.

Volopay does not control or have influence over the underlying process of buying or selling goods or services and shall not be responsible for:

1. the quality, legality, authenticity, safety or availability of any goods or services;

2. the performance or non-performance of any Buyer, supplier, merchant or other counterparty;

3. the correct completion of any underlying sale or purchase;

4. any dispute between you and a Buyer, supplier, merchant or other counterparty;

5. any failure to deliver, return, refund or otherwise perform an underlying transaction; or

6. any claim relating to the products or services underlying a payment or transaction initiated through the Platform.

You assume exclusive responsibility for your products, services and obligations to your Buyers, suppliers, merchants and other counterparties.

You shall not use the Services for transactions involving counterfeit goods, goods that infringe intellectual property rights, illegal goods or services, or any other prohibited transaction. Such transactions may result in legal action by rights holders or other authorities and may result in the suspension, reversal or loss of Funds, where applicable.

If you are uncertain as to the legality or permissibility of any transaction, you should not proceed with such transaction.

9.5 Taxes and Regulatory Reporting
You shall be solely responsible for reporting to all applicable government, tax and regulatory authorities all Funds, payments and transactions underlying your use of the Services and for payment of any taxes, duties, levies or other amounts applicable to such payments or transactions.

You shall also be responsible for complying with all applicable reporting, customs, foreign exchange and currency-control requirements.

Volopay may request you to provide reasonable evidence of payment of applicable taxes or compliance with such requirements where Volopay considers such information necessary or appropriate for the provision of the Services or to comply with its legal or regulatory obligations.

9.6 Force Majeure and Events Beyond Reasonable Control
Neither Volopay nor you shall be liable for any delay, interruption, failure or non-performance of any obligation under these Terms to the extent such delay, interruption, failure or non-performance is caused by circumstances beyond the reasonable control of the affected party.

Such circumstances may include, without limitation, acts of God, natural disasters, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, governmental action, regulatory action, changes in applicable law, sanctions, labour disputes, strikes, failure of telecommunications or internet infrastructure, power failures, cyber incidents, failures of banks, payment networks, card networks, payment service providers or other third-party infrastructure, or any other event that could not reasonably have been prevented or overcome by the affected party.

9.7 Liability Cap
Subject to applicable law and the exclusions and limitations set out in these Terms, the maximum aggregate liability of Volopay arising out of or in connection with these Terms, whether arising in contract, tort, negligence, strict liability or otherwise, shall not exceed the total Fees actually paid by you to Volopay under these Terms during the twelve (12) months immediately preceding the event giving rise to the relevant claim.

For the avoidance of doubt, the liability cap set out above shall apply to all claims arising out of or in connection with the same event or series of related events and shall constitute the maximum aggregate liability of Volopay for such claims.

9.8 Exclusions from Liability Cap
Nothing in these Terms shall exclude or limit any liability to the extent that such exclusion or limitation is prohibited under applicable law.

Subject to applicable law, Volopay shall not be liable for any consequential, punitive, incidental, special or indirect damages, regardless of the legal theory on which such liability is asserted.

9.9 Customer Responsibility and Hold Harmless
You shall be responsible for your use of the Platform and Services and for all acts and omissions of your employees, officers, agents and authorised users.

You shall hold Volopay, its affiliates, directors, officers, employees and agents harmless from claims, losses, damages, costs and expenses arising from or relating to:

1. your violation of these Terms;

2. your violation of any applicable law, regulation or regulatory requirement;

3. your fraudulent, negligent, unauthorised or unlawful acts or omissions;

4. transactions initiated using your Account or by your authorised users;

5. the underlying products, services or commercial transactions associated with payments made or received through the Services; or

6. any dispute between you and a Buyer, supplier, merchant, Platform or other third party.

This provision shall not apply to the extent that the relevant claim, loss or liability is directly caused by the fraud or wilful misconduct of Volopay.

9.10 Fraudulent and Unauthorised Transactions

You shall be responsible for all transactions initiated through your Account or by your authorised users, except to the extent that such transaction is established to have resulted from fraud, negligence or wilful misconduct on the part of Volopay or its relevant Service Providers.

You shall promptly notify Volopay upon becoming aware of any unauthorised, fraudulent or suspicious transaction, use of your Account, Card or other payment instrument, or any compromise of your Account credentials or security information.

Upon receiving such notification, Volopay may investigate the relevant transaction and may take such measures as it considers reasonably necessary, including suspending the Account, Card or relevant payment instrument, restricting further transactions, reversing or blocking transactions where permitted, and requesting additional information or documentation.

Volopay shall not be liable for any fraudulent or unauthorised transaction where the transaction resulted from your negligence, misuse of the Services, failure to safeguard credentials or payment instruments, sharing of authentication information, or failure to promptly notify Volopay of the suspected fraud or unauthorised use, to the extent permitted by applicable law.

Nothing in this clause shall limit any rights or protections available to you under applicable law or applicable regulatory requirements.

10. INDEMNITY

You agree to indemnify, defend and hold harmless the Company, its affiliates, officers, directors, employees, agents and relevant service providers from and against any claims, liabilities, losses, damages, costs and expenses arising out of or in connection with:

1. your Account or use of Volopay;

2. your use of the Services;

3. your breach of these Terms or any applicable law;

4. any fraudulent, negligent, unauthorised or unlawful act or omission by you or your employees, officers, agents or authorised users; or

5. any claim arising from the products, services, goods or transactions underlying a payment or other transaction initiated by you.

This indemnity shall not apply to the extent that any such claim, loss or liability is directly caused by the wilful misconduct or fraud of the Company.

11. NOTICES

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:

1. 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;

2. 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;

3. through such other means at such times as the Company may prescribe from time to time.

12. ASSIGNMENT

1. 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.

2. 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 94 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.

13. SEVERABILITY

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.

14. WAIVER

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.

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.

15. TRANSLATION

If the Terms are translated into a language other than the English language and there is any conflict or inconsistency between such translation and the English text, the English text shall prevail.

16. RIGHTS OF THIRD PARTIES

1. Except as expressly provided in these Terms, no person or entity who is not a party to these Terms shall have any right to enforce any provision of these Terms.

2. The Company may amend these Terms in accordance with the provisions herein without obtaining the consent of any third party.

17. GOVERNING LAW AND JURISDICTION

1. The Terms shall be governed by and construed in accordance with the laws of India.

2. In the event of any claim, dispute or difference (“Dispute”) arising out of or in connection with the Terms and/or Volopay, including any question relating to the existence, validity or termination of the Terms, the parties shall first attempt to resolve such Dispute through good-faith negotiations (“Good Faith Negotiations”).

3. Where a Dispute is not resolved within thirty (30) days from the commencement of the Good Faith Negotiations, such Dispute shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, as amended from time to time.

4. The seat and venue of arbitration shall be Bengaluru, India.

5. The arbitration shall be conducted by a sole arbitrator appointed in accordance with applicable law and shall be conducted in the English language.

6. Any decision and/or award made by the arbitrator in accordance with these Terms shall be final and binding on the parties, subject to applicable law.

18. GRIEVANCE POLICY

We value all our customers and assure a sincere and transparent approach with all our customers. For the convenience of our customers and to offer optimum support, we, along with our partners, have set up a grievance redressal mechanism and implemented this Grievance Policy for our customers (“Grievance Policy”). This Grievance Policy aims at minimizing instances of customer complaints and grievances through a proper channelized approach, review mechanism and prompt redressal of all customer grievances.

We understand that customer grievances could arise in various circumstances, including a gap between the promised and delivered service levels, as well as genuine technical or communication errors in the system. Customers have complete authority to share feedback or raise a complaint if they are dissatisfied with the services provided through the Volopay platform or the Volopay RuPay Corporate Card.

For the purpose of this Grievance Policy, (i) a customer means a user of the PlusPay powered by PineLabs or RuPay Card issued by PineLabs, and (ii) a grievance means any gap in the promised and delivered service levels, including technical, transactional or communication-related issues.

For matters relating to the issuance, processing, transactions or other services provided by Pine Labs in connection with the RuPay Corporate Card, customers may also refer to the Pine Labs Grievance Policy available here:

https://www.pinelabs.com/grievance-policy 

19. PROMOTIONAL ACTIVITIES

By using our services, you grant Volopay the right to use your company name and logo for promotional activities, including but not limited to pitch decks, emails, calls, social media posts, case studies, testimonials, and website content. Volopay may use your company name and logo in a manner that accurately represents the nature of our business relationship, without any false or misleading statements. You acknowledge that such promotional activities are intended to showcase the successful use of our services and to raise awareness about Volopay, and you grant Volopay a free license to use your company name and logo for these purposes. If you wish to revoke this permission, you may do so by providing written notice to Volopay. However, please note that this revocation will not affect any promotional activities that have already been initiated or completed prior to receiving your notice.

OTHER FEES

• Foreign Currency Transfer Fee: Foreign currency transfer fees are influenced by exchange rate fluctuations, which are beyond the Company’s control. Exchange rates can change frequently due to various economic and geopolitical factors, and the Company cannot guarantee a fixed rate. When submitting an international payment request, you will receive only an initial estimate or range. Additionally, both the Company and its International Payments Partners may apply a margin to the foreign exchange, which is a platform cost borne by you. This margin represents the difference between the wholesale or mid-market exchange rate and the actual rate used for the payment conversion.

• Customization Fee: Charges associated with customization shall vary depending on the client requirement. Clients are required to clear complete customisation fees before the final requirements are deployed for use. This fee is calculated by parameters namely developers  hours spent in the development of the feature and hour rate.

• Temporary Access Fee: Charged for inactive or closed accounts needing temporary access to the platform for fund transfers or ledger access. Any other usage will incur standard transaction fees, including platform service fee, transaction fee, more.

• Setup Fee: A one-time setup fee may apply for initial account setup and configuration.

• Annual Maintenance: An annual maintenance fee may be applicable for account upkeep and related services.

 Modifications to Fees

Volopay reserves the right to modify or update the fee structures and terms at its discretion, provided such changes do not adversely affect clients currently under contract. All changes will be communicated to affected clients in advance.

Activity-Based Fee Structure

For clarity, consider an example based on a Monthly plan, which applies similarly to all fee structures. The same approach is used for the Annual plan. Monthly fees are determined according to the selected plan, with the Total Payment Volume (TPV) processed through Volopay in a given calendar month dictating the applicable billing plan.

• The Monthly Fee is billed on the account approval date and applies to subsequent months.

• Clients must maintain sufficient funds in their Volopay account to cover the Monthly Fee. Accounts may be frozen if payment is not made within seven days of the billing date.

• If TPV exceeds the allowed limit, the subscription will automatically upgrade, and the differential amount will be billed immediately. Downgrade requests must be submitted via email at in.support@volopay.co at least seven business days before billing start date. Downgrades take effect at the end of the current billing cycle, and no refunds will be issued.

• Volopay reserves the right to modify or update the fee structures and applicable terms at its discretion, provided that such modifications or updates do not adversely impact clients currently under contract. Any changes to the fee structures will be communicated to affected clients in advance.

Payment Terms

• Fees for Volopay software usage are billed and debited monthly via the payment methods provided by the client.

• All purchases are non-refundable, and clients acknowledge that all sales are final.

• All fees are exclusive of GST effective October 2025.

Inactivity and Account Suspension:

If your Cards and/or Accounts are inactive (i.e., not accessed or used) for a continuous period of six (6) months or more, they will be classified as "Inactive Accounts." Inactive Accounts will be immediately suspended and subject to review by the Company, which may include permanent closure. This applies to users outside of the active SaaS subscription period. Reactivation requests will be reviewed at the Company’s discretion and may incur fees.

CONFIDENTIALITY & AUDIT RIGHTS

 Confidentiality 

Both parties agree to maintain the confidentiality of all billing-related information, including transaction volumes, fee structures, and any other proprietary information shared under this agreement. This obligation shall survive the termination of the agreement.

Audit Rights

Volopay reserves the right to review and audit your use of the Platform and Services, including your transactions, payment activity, Account activity and usage patterns, for the purposes of assessing compliance with these Terms, applicable laws and regulations, and Volopay’s internal risk, compliance, fraud prevention and security requirements.

Volopay may, upon providing reasonable notice where practicable, request you to provide such information, records, documents and supporting evidence as may be reasonably required to conduct such review or audit. This may include, without limitation:

1. supporting invoices, purchase orders, contracts, receipts or other documents relating to transactions;

2. details regarding the purpose and nature of particular transactions;

3. information relating to beneficiaries, merchants, suppliers, customers or other counterparties;

4. information regarding the source or intended use of Funds;

5. corporate, ownership, business activity or other company information reasonably required to verify the nature of your business or transactions; and

6. any other information or documentation reasonably required to assess compliance, investigate potentially fraudulent, suspicious, unusual or prohibited activity, or satisfy applicable regulatory, legal or risk-management requirements.

You agree to provide such information and supporting documents within a reasonable period specified by Volopay and to cooperate fully with any such review or audit.

Where Volopay identifies transactions or activity that it reasonably considers suspicious, fraudulent, unusual, inconsistent with your stated business activity, or otherwise in breach of these Terms or applicable requirements, Volopay may request additional information or supporting documentation and may take appropriate action in accordance with these Terms, including restricting, suspending or terminating access to the relevant Services or Account where permitted.

Any information or documentation obtained by Volopay pursuant to this section shall be handled in accordance with the confidentiality and data protection obligations applicable to the parties under these Terms and applicable law.