The objectives of these terms of use are to inform you of the terms which apply to the access/use of OpenBook (defined below), what we expect of you and what you can expect from us as you use and interact with OpenBook.

OpenBook is a platform that enables merchants and businesses to leverage technology to manage their billing, banking, payments, accounting, and tax management under a unified dashboard.

These terms of use are an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and as amended from time to time. This electronic record is generated by a computer system and does not require any physical or digital signatures. These Terms are published following the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 framed under the Information Technology Act, 2000 (as amended from time to time), that require publishing the terms of services and practices for access or usage of OpenBook and Services and they constitute a legally enforceable binding and enforceable contract between Open and the User (as defined below). These terms of use consist of 2 (two) parts (collectively, “Terms”):

·         Part A contains the general terms and conditions which governs the access and use of the web link: www.openbook.co and mobile application by the name of ‘OpenBook’ (“Website” or “OpenBook”, which includes any and all the related mini-links and the Services provided thereunder) offered by Opendigi Technologies Private Limited (also referred to as “Open”, “Company”, “We”, “Us” and “Our” as the context requires, which includes its affiliates [including but not limited to: Open Financial Technologies Private Limited and Open Financial Technologies, Inc.], assigns and Service Providers).

·         Part B contains specific terms and conditions that govern the use of each of the Services (defined below) to the extent such Services are availed by the User (defined below). The general terms and conditions provided under Part A (“General Terms”) shall be read and understood in conjunction with the Service-specific terms and conditions provided under Part B (“Service Terms”).

 PART A(General Terms & Conditions)

These General Terms govern the User’s use and/or access to the Open Platform, and form an integral part of and will be read in conjunction with:

·         The Privacy policy governing the use of the Website or provided to the User in any other manner or form, which is hosted at www.openbook.co/privacy(“Privacy Policy”).

·         Terms and conditions stipulated by Server Providers, which are specifically applicable to the Service(s) availed by You.

Definitions

Unless the context otherwise requires, the following capitalized words shall have the meaning assigned to them below.

“Admin Verified” refers to the approval provided by the administrator at Open the User to use a particular Service or set of Services subject to the User information submitted, KYC, risk assessment, and execution of any other controls or protocols that may be required to verify and authenticate the User in accordance with applicable laws, including but not limited to the RBI Guidelines.

“Acquiring Bank” shall mean any bank which receives funds as sent by the User to the Customer.

“Bank” refers to any bank or financial institutions that are licensed and regulated by the Reserve Bank of India (“RBI”), which Open has partnered with towards offering the Services. It is hereby clarified that the term “Bank” also includes any sponsor banks that Open has partnered with,  by establishing software protocols and direct integrations via API.

“Business Days” means any day in which banks are open for business in Mumbai, India New Delhi, India, and Bangalore, India.

“Business Current Account” or “Payment Account” refers to a bank account that is linked by the User to OpenBook for settlement of proceeds. The Business Current Account can either be opened afresh with any Bank and linked to OpenBook for settlements or by completing KYC verification and linking an existing bank account to OpenBook. Usage of the Business Current Account by any User is subject to the terms stipulated by the

“Card Payment Network” shall mean the card payments network managed by VISA, MasterCard, AMEX, or any other card network to facilitate a Transaction initiated using a card.

“Card Payment Network Rules” refer to the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the Card Payment Network.

“Confirmation of Delivery” refers to the confirmation provided to Open confirming delivery of goods or services to the Customer by the User authorizing Open to settle funds collected in the Escrow Account to the Business Current Account belonging to the User in accordance with the RBI Guidelines. This authorization will remain in full force and effect until specifically terminated by the User in writing.

“Customer” shall mean any individual or entity that transacts with the User resulting in the transfer of funds to the User.

“Escrow Account” shall refer to the nodal account or escrow account maintained by Open with the Bank in accordance with the RBI Guidelines.

“Know Your Customer” or “KYC” shall mean the various norms, orders, rules, regulations, laws, and statutes as per applicable laws, including the RBI Guidelines issued from time to time according to which Open procure personal identification details from the User desiring to access/use OpenBook.

“OpenBook Account” or “User Account” refers to the online account opened by the User in accordance with the RBI Guidelines and subject to the onboarding requirements stipulated on OpenBook.

“Payee” means any person to whom a payment is made, using the Services, (and the term includes a User who uses the Services to receive payment.

“Payer” means any person who makes a payment, using the Services (and the term includes a User who uses the Services to make payment.

“Policies” shall bear collective reference to Open’s Merchant Onboarding Policy, KYC Policy, Disputes and Grievance Redressal Policy, these Terms, and the Privacy Policy.

“RBI Guidelines” refers to the extant rules, regulations, orders, directions, notifications, and guidelines issued by RBI, including but not limited to - the Payment & Settlement Systems Act, 2007,  RBI Directions for opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries dated November 24, 2009, the Guidelines on Regulation of Payment Aggregators and Payment Gateways dated March 17, 2020 and the Master Directions for Know Your Customer (KYC), 2016, as amended from time to time.

“Service(s)” means and includes the following services provided by Open to the User:

o    OpenBook Account;

o    Payment Gateway Services;

o    Automated Accounting;

o    Multi-Account Connect;

o    QR Code;

o    Visa co-branded Cards; and

o    Any other products/services offered by Us, from time to time.

“Service Provider” refers to any entity, association of persons, facility provider, card issuing institution, Bank, card processor, clearing house networks whose facilities or services are utilized in the provision of the Services.

“Transaction” means a payment instruction that results in the successful transfer of funds (a) from a User to a Payee; or (b) from a Payer to a User, as the context requires;

“User”, “You”, “Your” and “Yourself”, as the context requires, refers to and include any natural person or legal person (sole proprietor, partnership firm, company, LLPs, trusts, societies, or HUFs) that registers on OpenBook and/or transacts or avails Services. The term ‘User’ shall also include such personnel of the User (including but not limited to any current or former officers, directors, or employees of the User) who access OpenBook using the User Account credentials with either full rights or limited rights, as the case may be.

Eligibility

OpenBook must be accessed/used only by persons who can enter into legally binding contracts under the Indian Contract Act by virtue of being ‘competent to contract’ within the meaning of Section 11 of the Indian Contract Act, 1872.

Registration and Access

To access and use OpenBook and Services, You must have a User Account registered on OpenBook. The User Account is provided to you in partnership with the Banks in accordance with the RBI Guidelines. In this regard, You will provide the Company and the Service Providers (as applicable) with all documents and information required to carry out KYC in accordance with the RBI Guidelines. You must provide true, accurate, current, and complete information at all times, failing which, Open may at any time reject Your registration and terminate Your right to use or access OpenBook and/or Services. For the purpose of conducting KYC on the User, Open has the right to seek the self-attested copies of the documents, as submitted during/post the registration process.

You understand and unconditionally agree that even though You may be allowed to execute transactions on Openbook, the funds shall not be settled to Your account if there KYC obligations pending on Your part in accordance with the RBI Guidelines. Further, upon non-completion of Your KYC obligations, as mentioned above, to the satisfaction of Open, We reserve the right to not release the settlement amounts to You and eventually reverse the funds to the account from where such payment originated if the non-completion of Your KYC obligations continue.

When You register on OpenBook, a User Account will be created based on the information You have provided. You are advised to keep the User credentials in confidence as you will be solely responsible for anything that happens through the User Account. You will ensure that the User Account details provided and/or updated are correct and complete at all times. You shall inform Open of any change in the User email address, mobile number, address, change in authorization, control, or legal status, or cessation of the User’s business in advance writing at least 30 (thirty) Business Days.

You shall be responsible at all times for maintaining the safety and confidentiality of the username, password, and any other information pertaining to the User Account and for preventing unauthorized access to the User Account and devices. Open will not be liable for any mistake or misuse of User Account by either the User or by any person authorized by the User, or by any person gaining access to the Services through the User Account;

It shall be Your responsibility to review these Terms periodically for updates/changes. Your continued use of OpenBook following any amendments of these Terms is construed as deemed acceptance of such amendments. Subject to the User’s continued compliance with these Terms, Open grants the User a personal, non-exclusive, non-transferable, limited privilege to access and use OpenBook.

You will use OpenBook only for lawful business activities and will not carry out any activity which is banned, illegal or immoral, or in any manner facilitate the furtherance of any such activities which constitutes a violation of any law or regulation, including but not limited to the RBI Guidelines. You will use OpenBook in accordance with applicable laws and the Policies prescribed by Open, from time to time.

It is hereby clarified that any funds lying in the Business Current Account are held by the relevant Bank and shall be governed by the terms framed by the said Bank. Funds in the Business Current Account shall belong to the account-holder registered on the Bank’s records and will be subject to applicable Bank charges.

You will be responsible and shall indemnify Open against any liability, costs, or damages arising in connection with (a) the User providing false, incorrect, or misleading information; and (b) compromise of the User Account credentials. Open reserves the right to refuse access to OpenBook, terminate accounts, remove or edit content at any time without notice to the User concerned if these Terms are violated.

The User unconditionally authorizes Open to generate Lightweight Directory Access Protocol (LDAP), the User credentials and subscribe to the API's on the sponsor Bank’s web portal or software platform on behalf of the User to facilitate the Services. The User has authorized Open to service the User's Business Current Account on their behalf with regards to queries and complaints raised by the User and/or the third party for facilitation of the Services including authorization for raising of queries with the Banks on their behalf.

Aadhar Offline e-KYC Verification

There are several options for you to complete KYC on the OpenBook platform. If you proceed to register on the OpenBook platform using Aadhar Offline e-KYC, You (the Aadhaar holder), hereby irrevocably:

a)    place a request to Open Financial Technologies Pvt. Ltd. and Karza Technologies Private Limited (“Karza”) to access Your Aadhaar Information (defined below) from UIDAI to fetch and verify information regarding Aadhaar Number, Aadhaar XML, Virtual ID, e-Aadhaar, Masked Aadhaar, Aadhaar details, demographic information, identity information, Aadhaar registered mobile number, face authentication details and/or biometric information (collectively referred to as “Aadhaar Information”)

b)    explicitly authorize Open and Karza to fetch Your Aadhaar Information from UIDAI to make it available to Open and/or any third party, as may be required for completing KYC verification.

c)     agree to take all the necessary actions required for authenticating and verifying Your Aadhaar Information.

d)    give a valid, binding, irrevocable and explicit authorization and consent as may be required under applicable laws, rules, regulations, and guidelines for availing the Aadhaar API services of Karza including, but not limited to the transmission and storage of Your Aadhaar Information by Open and Karza.

e)    understand and agree that the Consent has been submitted by You voluntarily and without any coercion from Open or Karza or any other party.

f)      fully understand and accept sole and complete responsibility for any issues, legal suits, damages, losses, penalties, fines, or liabilities (“Losses”) arising out of Your sharing of Aadhaar Information and authorizing Open or Karza for fetching Your Aadhar Information and that You will fully hold harmless Open and Karza, its representatives, employees, and directors for any Losses arising out of such request and actions.

g)    Understand and agree that Open and Karza does not store or retain any Aadhaar Information including the Aadhaar number belonging to You after it has processed Your request.

Fees and Taxes

You will be charged fees based on the Services you have requested or availed of and the pricing/subscription plan that you have opted for on OpenBook (“Fee”). Open may change any fee or charge or institute and the User agrees that it will pay all fees and charges so levied without any delay or demur.

Open shall not make refunds of any amounts charged as Fees other than as agreed by these Terms.

The User shall bear all applicable taxes if the Fees are subject to any type of use or goods and sales tax, income tax, duty, or other governmental tax or levy.

Data, Audit & Security

Open may monitor all Transactions to flag and prevent high-risk practices and fraudulent transactions. It is understood that Open may also engage Service Providers to assist in these efforts. In the event of any suspicious or unusual activity being carried out through the User Account, such account may be temporarily or permanently suspended.

The User and Open each represents and covenants to the other that: (a) it does not store card information or any related data within its database or any servers accessed by it, except for limited lawful purposes compliant with the RBI Guidelines; (b) it will adhere to the data security protocols prescribed under the RBI Guidelines, including the procedures for incident management and reporting; and (c) its systems and infrastructure are compliant with the Payment Card Industry-Data Security Standard (“PCI-DSS”) and Payment Application-Data Security Standard (“PA-DSS”).

Open at its sole and absolute discretion may conduct inspections, risk and security assessments, and audits on the User and may impose additional conditions/restrictions on the User Account, including but not limited to: (a) establishing a reasonable reserve amount to cover potential Chargebacks (defined below) and related fees; and (b) withholding Services and directing the User to upgrade its infrastructure in compliance with applicable laws.

The User will not sell, provide, exchange, or otherwise disclose to third parties or use themselves (other than to complete a transaction, or as specifically required by law) any personal information about any third party (whether its Customer or otherwise), including the financial details and any personal identification information, without obtaining the prior written consent of such third party.

We employ the use of cookies on OpenBook. Most interactive websites use cookies to enable retrieval of the User details for each visit. Cookies are used in some areas of OpenBook to enable and enhance the functionality and ease of use for the Users. By using OpenBook, the User consents to the use of cookies in accordance with the Privacy Policy. Some of the Service Providers may also use cookies.

Content

Unless specifically permitted by the User, usage of the Services does not grant Open the license to use, reproduce, adapt, modify, publish or distribute the content created and/or stored in the User Account. Notwithstanding the above, the User grants Open permission to access, copy, distribute, store, transmit, reformat, or disclose the data /content of the User Account to provide the Services requested/availed by the User.

The User may transmit or publish content created by using any of the Services or otherwise. However, the User shall be solely responsible for such content and the consequences of its transmission or publication. Any content that the User may receive from third parties while using the Services, is provided to the User ‘AS IS’ for their information and personal use only and thus agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content.

We are not responsible if information made available on OpenBook is not accurate, complete, or correct. The material on OpenBook is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on OpenBook is at the User’s own risk. OpenBook may contain certain historical information. Historical information, necessarily, is not current and is provided for the User’s reference only. We reserve the right to modify the contents of OpenBook at any time, but we have no obligation to update any information on OpenBook. The User agrees that it is the User’s responsibility to monitor changes on OpenBook.

Third-Party Links

OpenBook may refer to or may contain, links to third-party websites, applications, services, and resources but it does not mean that we are endorsing such channels. We provide these links only as a convenience to the User to avail certain services, the Company makes no representation or warranty of any kind regarding the accuracy, reliability, effectiveness, or correctness of any aspect of any third-party services, and consequently, the Company is not responsible for the content, products or services that are available from third-party services. The User is responsible for reading and understanding the terms and conditions and privacy policy that applies to the User’s use of any third-party services, and the User acknowledges sole responsibility and assumes all risk arising from User’s use of any third-party services.

Intellectual Property Rights

All copyrights, patents, trade secrets, trademarks, service marks, trade names, moral rights, and other intellectual property and proprietary rights (“IPR”) in OpenBook and Services shall remain the sole and exclusive property of Open and its licensors, as applicable. The IPR may not be copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, uploaded, or otherwise exploited without the prior written consent of Open.

Relationship:

Youunderstand and agree that nothing contained in these Terms shall be deemed or construed as creating a partnership or joint venture between the User and Open, or deemed to cause any party to be responsible in any way for the debts and obligations of the other party.

You will not describe (whether online or otherwise) Yourself as agent or representative of Open or make any representations to any User or any third party or give any warranties which may require Open or Service Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to the User or any third party.

Confidentiality

The User agrees not to disclose or attempt to use or personally benefit from any non-public information that it may learn or discover on the Website or through the Services. This obligation shall continue until the non-public information has become publicly known through any action of the User. If the User is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, the User agrees to promptly and diligently notify Open and cooperate fully with Open in protecting such information to the extent possible under applicable law.

Open may access, preserve and disclose any of User’s information if required to do so by applicable law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Open or to comply with legal process, (ii) for fraud prevention, risk investigation, User support, product development, and debugging purposes, or (iii) protect the rights, property or safety of Open, its Users or members of the public.

Disclaimer of Warranties & Limitation of Liability

In processing Transactions, Open shall be entitled to rely upon all electronic communications, orders, or messages sent to Open through the Service Providers including and to the extent, this complies with the processing mechanism of the Service Providers and any applicable laws and the RBI Guidelines. Open shall not be obligated to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders, or messages.

Open will endeavour to ensure that access to and availability of the Services remains uninterrupted and error-free. However, access to the application may occasionally be suspended or restricted to allow for repairs, maintenance, or for the introduction of new facilities and Services, and in such cases, Open shall not be liable for any disruption of any Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by an application without prior notice to the User anytime.

The Services are provided on an as-is-and-as-available basis. Open 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. Open makes no warranty that the Services will be uninterrupted, timely, secure, or error-free. To the maximum extent permitted by law, the entire risk arising out of the User’s access to and use of the Website and Services, remains with the User. A separate limitation over liability shall apply to each of the Services.

Open shall not be liable for any breach of these Terms due to any force-majeure event that prevents or delays performance of its obligations under these Terms lockdown, such as an act of God, fire, lightning, explosion, flood, adverse weather conditions, power failures, failure in any communication systems, equipment breakdown, strikes, lock-out or any other cause beyond the control of Open.

Indemnity

The User shall keep Open indemnified from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses,) or any other loss that may occur, arising from or relating to any claim, suit or proceeding brought against Open by another User/ Service Provider/ third party for reasons including, but not limited (i) a breach, non-performance, non-compliance or inadequate performance by the User of any of the terms, conditions, representations, obligations or warranties made by him; (iii) any acts, errors, misrepresentations, willful misconduct or negligence of the User, or his employees, subcontractors and agents in performance of their obligations under these Terms.

Communication Policy

As part of the User’s use of the Services, the User may receive notifications, offers, discounts, and general information from Open via text messages or by emails, to collect feedback regarding the User’s services. The User understands that receipt of non-service related communications can be deactivated from User Account settings or by sending mail to letstalk@openbook.co and by ab-initio consents to receive such these communications. The User acknowledges that the SMS service provided by Open is an additional facility provided for the User’s convenience and that it may be susceptible to error, omission, and/ or inaccuracy.

Customer Complaints

If We receive any general complaint against the User in connection with the use of OpenBook, We will forward the complaint to the User’s registered email address. The User must respond to the complaint directly within 36 (thirty-six) hours of receiving the complaint as forwarded by Open and copy Open in its communications. If the User does not respond to the complainant within 36 (thirty-six) hours from the date of Open’s email to the User, We may at our sole discretion opt to disclose the User’s contact information to the complainant for enabling the complainant to take legal action against the User. The User understands that its failure to respond to the forwarded complaint within the 36 (thirty-six) hours’ time limit will be construed as the User’s consent to the disclosure of the User’s name and contact information by Open. Notwithstanding the foregoing, the User acknowledges and agrees that (a) Open can disclose any information relating to the User if it deems in its sole discretion that such disclosure is required in the interest of justice; and (b) Open can withhold or appropriate any settlements due to the Merchants to ensure compliance with applicable laws on reasonable suspicion.

It is understood that a Transaction is solely between the User and its Customer and Open does not provide any guarantees or warranties, or delivery level commitment concerning the User. Use of OpenBook by a User in no way represents any endorsement by Open of any User. Open is not obligated to mediate disputes between Customers, Users, and the payment participants.

Suspension and Termination

In the event (a) the User breaches these Terms; (b) the User engages in or is suspected of engaging in any illegal, fraudulent, or abusive activity; or (b) the  User provides any information that is untrue, inaccurate, not current or incomplete or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms, Open reserves the right, to suspend/terminate such User’s access to any or all of OpenBook and Services without notice, and this will be without prejudice to Open’s right to exercise any other remedy available to it under applicable law.

Governing Law, Jurisdiction, and Disputes

Without prejudice to the provisions mentioned below, these Terms are subject to the laws of India and any disputes arising out of or in connection with the Terms will be subject to the exclusive jurisdiction of the competent courts at Bangalore, India.

Open and the User acknowledge and agree that, in the event of any dispute/claim between arising out of or in connection with the Terms: (a) the transaction logs maintained by Open will be the only source of data to verify the accuracy of such transactions; (b) such logs will be fully binding as evidence the purposes of adjudicating the said dispute /claim; and (c) the said dispute/claim shall be settled by binding arbitration in accordance with the Arbitration and Conciliation (Amendment) Act, 1996 and the rules of the Conciliation and Arbitration Centre, Bangalore as amended from time to time with the exclusive seat of arbitration shall at Bangalore, India.

If any part of these Terms is determined to be invalid or unenforceable according to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.

Customer Grievance Redressal

You may contact us with any enquiry, complaints, or concerns by writing to the Nodal Officer at the coordinates mentioned below:

The Nodal Officer

Open Financial Technologies Private Limited

3^rd Floor, Tower 2, RGA Tech Park, Sarjapur Road

Bengaluru, Karnataka - 560035

e-mail: nodal.officer@openbook.co

PART B

(Service Terms & Conditions)

The User represents and agrees that usage of the Services mentioned under this Part B will inherently subject the User to the General Terms governing the use of OpenBook as set out under Part A.

OPENBOOK ACCOUNT

The OpenBook Account can be used to make payments and receive collections for any Transaction arising out of the normal course of business of the User.

1.         By proceeding to use the OpenBook Account, the User (a) signifies its consent to be bound by these Terms; (b) will be contracting with Open; and (c) acknowledges and agrees these Terms will constitute the User’s binding obligations, with Open while using the OpenBook Account.

2.         Eligibility

To use the OpenBook Account, You must: (i) be a tax resident of India; and (ii) be Admin Verified and registered to use OpenBook.

3.         Rights and Obligations:

No interest is payable by Open on the amounts maintained by the User in the OpenBook Account.

A User is permitted to operate only 1 (one) OpenBook Account.

Any amounts collected by the User into the OpenBook Account using Payment Gateway Services (as defined below) will be subject to the provisions in these Terms governing Payment Gateway Services.

The availability of balance on the OpenBook Account to the User will be subject to receipt of funds into the Escrow Account and User’s continued compliance with the RBI Guidelines at all times.

Subject to fulfilling the KYC requirements, the User may link its Business Current Account to OpenBook Account to settle Transaction proceeds in accordance with the RBI Guidelines. Once linked, the Transaction amount (minus Fees, as applicable) will be settled to the User’s Business Current Account from the OpenBook Account within T+1 days where ‘T’ is the date of Confirmation of Delivery by the User to Open. The User shall be solely responsible for providing the updated and correct details of their Business Current Account so linked with the OpenBook Account.

Notwithstanding anything, the User acknowledges and agrees that where Open has no control over incoming funds and its delay thereof, Open will transfer the funds to the merchant in accordance with the RBI Guidelines.

The User understands and unconditionally acknowledges that even if the User allowed to receive payment using the OpenBook Account, funds from such transactions will not be settled to the User’s OpenBook Account / Business Current Account or any other account until KYC obligations are completed by the User in accordance with the RBI Guidelines. If the User continues to default on KYC obligations, as mentioned above, Open at its sole and absolute discretion may refrain from releasing the settlement amounts to the User and accordingly reverse the funds to the source from where such payment originated.

4.         Usage:

The User authorizes Open to rely on and act upon any instructions provided by the User in respect of its OpenBook Account and such instructions shall be conclusively presumed for Open’s benefit to be duly authorized by and legally binding on the User.

The User will access and operate its OpenBook Account account solely for the debits and credits permitted under the RBI Guidelines.

Open shall be entitled to require any instruction/document in any form to be authenticated by the User of any password, identification code or authentication test as may be specified by Open from time to time and the User shall ensure the secrecy and security of such password, code or test All payments made by the User will be subject to the two-factor authentication system envisaged under the RBI Guidelines.

The User acknowledges that there are inherent risks involved in sending the instructions/communications/documents to Open via electronic communications/instructions and accordingly agrees and confirms that all risks in this regard, shall be fully borne by the User.

5.         Termination:

Open reserves the right to suspend/discontinue the OpenBook Account for the User for any reason whatsoever. This includes the following grounds, based on suspicion or otherwise:

·            Violation of the RBI Guidelines;

·            Violation of any of these Terms;

·            The discrepancy in the information and KYC documentation provided by the User; or

·            To prevent potential fraud, sabotage, willful destruction, or threat to national security; or

·            Where Open in its sole opinion and discretion believes that cessation/ suspension of the OpenBook Account is necessary to meet the ends of justice.

PAYMENT GATEWAY

OpenBook enables the User to accept payments from multiple Customer sources including credit/debit cards, net banking, e-wallets, and UPI (“Payment Gateway Services”) subject to continued compliance with these Terms.

1)    Authorization:

The User understands that the Payment Gateway Services are provided on OpenBook by integrating with various Service Providers to provide a single solution for all payment acceptance.

The User authorizes Open to hold, receive, disburse and settle funds on, the User’s behalf subject to these Terms. The User authorization permits Open to generate an electronic funds transfer between the payment system providers and the Escrow Account to process each Transaction. The User acknowledges that its continued use of the Payment Gateway Services will be subject to its compliance with the RBI Guidelines. The authorizations provided hereunder by the User will remain in full force and effect until the User Account is closed or terminated in accordance with the provisions contained hereunder.

All risk, loss, or liability associated with delivery undertaken by the User to its Customers will be solely attributable to the User. Also, all disputes regarding the quality, merchantability, non-delivery, delay in delivery, or otherwise will be directly handled between the User and the Customer without any reference to Open as a party to such disputes.

2)    Card Payment Network Rules:

The Card Payment Networks have provided the infrastructure and processes to enable Transaction authorization. The Card Payment Network requires the User to comply with the Card Payment Network Rules. The Card Payment Network reserves the right to amend their guidelines, rules, and regulations. We may be required to amend, modify or change these terms of use according to changes in the Card Payment Network Rules if any, and such amendments shall be deemed to be binding on the Users with immediate effect.

Notwithstanding our assistance in understanding the Card Payment Network Rules, the User expressly acknowledges and agrees that the User is assuming the risk of compliance with all provisions of the Card Payment Network Rules, regardless of whether the User is aware of or has access to those provisions. MasterCard, Visa, and American Express make excerpts of their respective rules available on their internet sites.

If the User’s non-compliance of Card Payment Network Rules results in any fines, penalties, or other amounts being levied on or demanded of Us by a Card Payment Network, then without prejudice to Our other rights hereunder, the User shall forthwith reimburse Us in an amount equal to the fines, penalties or other amounts so levied or demanded or spent by Us in any manner concerning such fines, penalties, and levies. If the User fails to comply with, the User’s obligations towards the Card Payment Network, We may suspend settlement or suspend/terminate the Services or any part thereof forthwith or freeze and appropriate incoming funds to the User Account.

3)    Settlement:

All Transactions settled to the User shall be subject to the Fees payable to Open.

The availability of balance on the OpenBook Account to the User will be subject to receipt of funds into the Escrow Account and User’s continued compliance with the RBI Guidelines at all times.

Subject to fulfilling the KYC requirements, the User may link its Business Current Account to the OpenBook Account to settle Transaction proceeds in accordance with the RBI Guidelines. Once linked, the Transaction amount (minus the Fees, as applicable) will be settled to the User’s Business Current Account from the OpenBook Account within T+1 days where ‘T’ is the date of Confirmation of Delivery by the User to Open. The User shall be solely responsible for providing the updated and correct details of their Business Current Account so linked with the OpenBook Account. Notwithstanding anything, the User acknowledges and agrees that where Open has no control over incoming funds and its delay thereof, Open will transfer the funds to the merchant in accordance with the RBI Guidelines.

If the User requests, Open at its sole discretion may provide early settlement services with respect of the receivables of the User, to the OpenBook account or Business Current Account, as applicable at such additional Fees that Open informs to the User in writing.

The User understands and unconditionally acknowledges that even if the User allowed to receive payment using the OpenBook Account, funds from such transactions will not be settled to the User’s OpenBook Account / Business Current Account or any other account until KYC obligations are completed by the User in accordance with the RBI Guidelines. If the User continues to default on KYC obligations, as mentioned above, Open at its sole and absolute discretion may refrain from releasing the settlement amounts to the User and accordingly reverse the funds to the source from where such payment originated.

4)    Prohibited Services

The User agrees that the User will not use the Payment Gateway Services in connection with the following businesses, business activities, or business practices:

·         embassies, foreign consulates, or other foreign governments;

·         door-to-door sales;

·         offering substantial rebates or special incentives to the Cardholder after the original purchase;

·         negative response marketing;

·         engaging in deceptive marketing practices;

·         evading card network's chargeback monitoring programs;

·         engaging in any form of licensed or unlicensed aggregation or factoring;

·         age-restricted products or services;

·         bail bonds;

·         bankruptcy lawyers;

·         bidding fee auctions;

·         collection agencies;

·         chain letters;

·         cheque cashing, wire transfers, or money orders;

·         counterfeit goods (e.g. knock-offs, imitations, bootlegs);

·         currency exchanges or dealers;

·         firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counseling, repair or protection or real estate purchases with no money down;

·         credit card and identity theft protection;

·         cruise lines;

·         essay mills;

·         flea markets (firms/ individuals operating from a booth, on a part-time basis with no lease or telephone availability; whether indoor or outdoor);

·         drug paraphernalia;

·         extended warranties;

·         fortune-tellers;

·         "get rich quick" schemes;

·         gambling (including but not limited to lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services);

·         sports forecasting or odds making;

·         illegal products or services;

·         mail-order brides;

·         marijuana dispensaries and related businesses;

·         money transmitters or money service businesses;

·         multi-level marketing or pyramid schemes;

·         online, mail, or telephone order pharmacies or pharmacy referral services;

·         prepaid phone cards, phone services, or cell phones;

·         pseudo pharmaceuticals;

·         quasi-cash or stored value;

·         securities brokers;

·         sexually-oriented or pornographic products or services;

·         shipping or forwarding brokers;

·         substances designed to mimic illegal drugs;

·         telemarketing;

·         timeshares;

·         online, mail, or telephone order tobacco or e-cigarette sales;

·         weapons and ammunition;

·         virtual currency or credits that can be monetized, re-sold, or converted to fiat currency physical or digital goods or services or to otherwise exit the virtual world; or

·         products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation, and intimidation;

5)    Transaction Dispute:

The User agrees that transactions involving the Card Payment Networks may be disputed at any time up to 120 (one hundred twenty) days, from the date of transaction by the Customer as per the Card Payment Network Rules. Disputes resolved in favor of the Customer may result in reversal of payments to the Customers (“Chargeback”). In the event of rejection/ suspension of payments to the User, Chargebacks, refunds, and/or any other dispute relating to the Transactions contemplated under these Terms ("Transaction Dispute ") on any grounds whatsoever, Open will forthwith notify the User of the same.

On such notification the User will conduct an internal review of such matter and will, within 36 (thirty-six) hours from receipt of notification, revert to Us in writing either:

·         requesting Us to refund ("Refund Request") the payment received by the Customer in respect of such Transaction Dispute ("Refund Monies"); or

·         providing Us with a statement explaining how the Disputed Transaction is not warranted, together with all documentary evidence in support of contesting such Transaction Dispute.

If the User provides a Refund Request to Us or fails to contest such Transaction Dispute within the aforesaid 36 (thirty-six) hours or contests Transaction Dispute without providing supporting documentation to the satisfaction of Open, the Service Provider and/or Card Payment Network and/ or issuing Bank, Open will be entitled to recover the Refund Monies from settlements subsequently made to the User Account.

The User will be liable to make payment of the Refund Monies or part thereof which has not been returned to Open forthwith. It is hereby agreed and acknowledged by the Parties that the Fees charged by Open in respect of the Transaction Dispute will not be refunded, compensated, or paid by Us to the User, Customer, or any other person. Further, the Chargeback will be effected within 1 (one) week of the Transaction and the maximum amount of the Chargeback payable by Us to the Customer will be the value of the transaction only.

MULTI-ACCOUNT CONNECT; AUTOMATED ACCOUNTING AND COMPLIANCE

Scope

This Service allows the User to track their customer payments and statements across various banks under a unified dashboard (“Multi-Account Connect”), and equips the User with automatically generated book-keeping records and reports (“Automated Accounting”).

You note and agree that Open is only acting as a technology aggregator for these purposes wherein the role of Open is limited to the extent of providing OpenBook to You.

Open has partnered with Service Providers who have authorized ERI and Application Service Providers (ASP ) as per the Electronic Furnishing of Return of Income Scheme, 2007 and Goods and Services Tax Act, 2017 and may offer ERI Services and ASP Services soon. “ERI Services” include (i) income return filing and ancillary activities by adding you as a client on the Income Tax Department’s web portal to submit your Income-Tax Return (“ITR”), and retrieve information, such as your ITR-V, refund status, 26AS, etc.; (ii) easy filing of ITRs by automatically recognizing the data from the Form-16 uploaded by you; and (iii) manual filing of ITRs by allowing you to fill the requisite data in the ITR. “ASP Services” include taking the User’s raw data on sales and purchases and converting it into the GST returns (“GSTR”). These GSTRs will then be filed on behalf of the filer with GSTN via the GST Suvidha Provider. The User agrees to such terms stipulated by Open and its Service Providers, from time to time, if the User undertakes ERI Services and ASP Services from OpenBook.

Exclusion of Liability

User understands, covenants, and confirms that Open shall not be liable in case any unauthorized or incorrect instruction is executed by the User or concerned Service Provider resulting in any wrongful amount being debited or credited from the User. Consequently, Open expressly excludes any and all direct as well as indirect liability whatsoever which may arise in this regard.

Internet Frauds and Technology Risks

The internet is susceptible to many frauds, misuses, hacking and other actions, which could affect the use of these Services. Whilst Open shall aim to provide security to prevent the same, it does not guarantee the User complete protection from such internet frauds, hacking and other actions, which could affect the use of affect use of these Services. There can be instances where the Services may require maintenance and during such time it may not be possible to process the request of the Users. This could result in delays in the processing of requisite instruction or failure in the processing of instructions. The User understands and acknowledges that Open disclaims all and any liability, arising out of any failure or inability by Open to honour any Customer instruction.

Collection of User Data

The information collected for performing these Services (“Data”) will be based on the details submitted by the User. The User must provide true, accurate, current, and complete Data at all times, failing which, the output from this Data will tend to be false, inaccurate, redundant, or incomplete.

Use of User’s Data

The information collected may be used for personalizing the User’s experience and better Our responses to match the User’s requirements, wherever possible, improve OpenBook and/or application based on the information, their exact requirements, improving User experience based on feedback.

Request for Consent

The consent for the collection of Data and also for the subsequent use of the Data is deemed to be given by the User when the User decides to avail of the Services.

Malicious Behavior

OpenBook shall not allow any party and/or entity that steal data, secretly monitor or harm Users or are otherwise malicious. Therefore, the following are expressly prohibited:

·         viruses, trojan horses, malware, spyware, or any other malicious software

·         apps/ websites that link to or facilitate the distribution or installation of malicious software

·         apps/ websites that introduce or exploit security vulnerabilities

·         apps/ websites that steal a User’s authentication information (such as usernames or passwords) or that mimic other apps or websites to trick Users into disclosing personal or authentication Data

·         apps/ websites that install other apps on a device without the User’s prior consent

·         apps/ websites designed to secretly collect device usage, such as commercial spyware apps.

QR CODES

General

Open offers a single unified QR code to the User for accepting payments made using third-party UPI apps, net banking, etc. (“QR Code”).

1)    The User shall, upon receipt of the QR code, link the QR Code to the User Account. By linking or using the QR Code in any manner whatsoever, the User hereby accepts these Terms and unconditionally authorizes Open to hold, receive, disburse and settle funds on its behalf. This authorization permits Open to receive an electronic funds transfer initiated by the Customer into the Escrow Account to process each Transaction.

2)    The User understands that the QR Code which will be generated by Open is unique and specific to the User and the User shall at all times maintain the security of this QR Code. Specifically Open shall not be liable in any manner whatsoever for any negligent or willful misuse of the QR Code by the User or its agents/ employees.

3)    The User may link the Business Current Account to the OpenBook Account to settle the amounts collected in the OpenBook Account. When collected amounts into the OpenBook Account using QR Codes the User will also be subject to the provisions governing the use of the OpenBook Account (including settlement timelines and Fees, as applicable), as set out under these Terms.

4)    The User agrees and understands that Open reserves the right to suspend settlements into the OpenBook Account and/or the Business Current Account or opt for any other equitable remedy (including termination of these Terms) if it determines at its sole discretion that the User violates any of these Terms.

5)    The User hereby represents, warrants, and covenants that the User shall deliver the goods/services to its Customers either before or immediately upon the payment for such goods/services by the Customers using the QR Code.

CARDS

“Card” refers to any co-branded credit card, virtual card, or prepaid expense card issued by partner banks/financial institutions (“Issuing Bank”) at the request of Open, to a registered User of OpenBook who has made an application for the same to meet the User’s expenses. The Card will carry the branding of Open and will be provided to the User at Open’s sole discretion. By requesting for and/or proceeding to use the Card, the User signifies its consent to be bound by these Terms.

General Terms

When the User avails or uses the Card, the User is representing that:

·         The Card shall be utilized by the User strictly in compliance with the RBI Guidelines and the Issuing Bank’s terms at all times. The terms relating to Cards issued by Open in partnership with SBM Bank (India) Limited will be subject to the terms hosted athttps://openbook.co/tnc-sbm-atriaone.

·         Its use of the Card shall not violate any applicable laws or regulations, and that the User fulfills all the eligibility criteria set forth under the General Terms;

·         The User may assign the Card to one or more of its authorized employees or personnel at its own risk and expense subject to compliance with the RBI Guidelines.

·         All registration information the User submits is truthful, complete, and accurate and the User agrees to maintain accurate, complete, and up-to-date account information.

·         The Card or its content will only be used for business purposes. By using Card, the User hereby agrees that it is aware and responsible to adhere to all terms governing the use of the OpenBook Account and the Business Current Account.

·         By making a payment using the Card, You assume responsibility for the transaction that has taken place through the Card irrespective of whether such transaction was initiated by your authorized personnel or otherwise.

·         The User understands that Transactions initiated using the Card are routed through facilities and infrastructure provided by the Banks, Card Payment Networks, and other Service Providers. Open disclaims any and all liability in the event of any error arising from a failure in the systems or networks of the applicable Bank or Card Payment Network or Service Provider.

·         The User understands and accepts that not all products, services, and rewards offered concerning the Card are available in all geographic areas and it may not be eligible for all the products, services, and rewards offered by Open. Open reserves the right to determine the availability and eligibility for any product, services, and rewards offered in respect of the Card.

Fees and Charges

Fees, interest, and any other charges applicable in respect of the Card will be payable as per the terms communicated by the Issuing Bank to the User, from time to time.

The Card will be provided to the User at such fees as communicated by Open to the User on OpenBook.

The User hereby unconditionally and irrevocably authorizes Open with the right to create a lien or set-off/appropriate any amounts accruing or already accrued to the User, to meet interest and any other charges if any amounts are outstanding, due and payable on the Card for 30 (thirty) days or more. Upon the occurrence of the foregoing, the Corporate acknowledges that Open reserves the absolute right to charge additional fees to the User for the services rendered.

Limits & Statement

Limit: The cash usage and withdrawal limits in respect of the Card will be subject to multiple factors including (a) loading of balances on the Card in case of prepaid cards; (b) credit assessment of the User; and (c) the terms stipulated by the Issuing Bank, as amended from time to time.

Statement: For credit cards, the User will be sent a monthly statement from the Issuing Bank showing payments, transactions, and charges, if any, for the month, provided the Card has been used during the said period. Open may, at its discretion, provide a recent transaction statement in respect of the Card on the User's account on the Website platform.

Billing Dispute: In the event of a billing dispute, the User must inform the Issuing Bank immediately. For billing disputes, the Issuing Bank will investigate and confirm the liability for such transactions.

Refunds

The User is responsible for all information provided in respect of the User Account, including the correctness of details for payment of your credit card bill and all charges that result from these payments. Open shall not be responsible for any payment for an incorrect credit card account or bill payment number. In case, money has been charged to the Card, OpenBook Account, or Business Current Account and a payment/service is not delivered by the concerned service provider within 72 working hours of completion of the Transaction then the User may inform Open regarding the same by sending an email to letstalk@openbook.co. We will investigate such incidents and if it is found that money was indeed charged without delivery of the payment/service then you will be refunded the money in accordance with our internal grievance policy. All refunds will be credited to the source. Open will have the sole discretion to determine the mode of reversal from the above-mentioned options. However, Open disclaims any and all liability, including for refunds, in the event of any error arising from a failure in the applicable Bank or Card Payment Network.

In case a Transaction has been wrongfully made and credited to your Card, Open reserves the right to automatically initiate a refund. By agreeing to these terms, You hereby consent to such a refund initiated by the Acquiring Bank, at the request of Open, to rectify any incorrect transaction made to your favor. Once the said Transaction is processed, Open shall inform you of the same, and the corrective action was taken by Open to refund such payment.

Suspicious Activity

If Open believes that the User has violated any of the conditions as mentioned hereunder, Open reserves the right to suspend your access to the Account on the Website platform and/or delete your Account without prior notice. The User may reach out to the Open’s support team at letstalk@openbook.co to assist with any query or question arising as a result of the afore-mentioned suspension/ deletion to resolve the same.

Termination

The Corporate may terminate the Card relationship with Open and the Issuing Bank at any time by providing prior written notice.

Open as well as the Issuing Bank may also cancel the use of the Card at any time without prior notice, if Open or the Issuing Bank (as the case may be) considers it necessary for business or security reasons, which may include but is not limited to - improper use of Card, misleading or incorrect information/documents given along with the application or otherwise, failure to furnish information or documents as required by relevant laws/regulations (including identification documents) as may be required under the Issuing Bank’s policies, the RBI Guidelines, or if the User is involved in any civil litigation or criminal offence / proceedings involving a statutory body or court of law.

Loss, Theft, or Misuse

In case of physical Cards, if the Card is lost, stolen, misplaced, or if someone else knows the Card PIN or other security information, the User should contact the Issuing Bank immediately.

The User must report the theft of the Card(s) to the Police and lodge an FIR.

The User will not be liable for any misuse of the Card after informing the Issuing Bank of the loss unless the User has acted with gross negligence or engaged in fraud.

The User will be solely liable for all losses owing to any misuse of the Card before intimation being provided to the Issuing Bank about the loss of the Card.

Disclosure

By proceeding to use the Card as a credit card, the User understands, covenants and confirms that it authorizes Open to share any information relating to the Card and User Account with the Issuing Bank and any other Service Provider: (i) to enhance the Service experience for the User; and/or (ii) to check the creditworthiness of the User.

The User understands, covenants, and confirms that the Issuing Bank may have associated with Credit Information Companies (“CIC”) authorized by the RBI and will, consequently, share credit information including but not limited to the current balance, loans/EMI facilities linked to the Card (if availed), etc. along with the demographic details in accordance with the Credit Information Companies (Regulation) Act, 2005. The CICs only provide factual credit information and do not provide any opinion, indication, or comment about whether credit should or should not be granted. It is in the best interest of the User to maintain a good credit history by paying the necessary dues promptly. Details of default on the Card will be shared with the CICs, which could impact the creditworthiness of the User.

Open and the Issuing Bank reserve the right to provide any details relating to the Card account to a court of law or enforcement agency, as may be required under applicable laws.