GENERAL TERMS OF USE
This document/agreement/understanding is a computer-generated electronic record published in terms of Rule 3 of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 (amended from time to time) read with Information Technology Act, 2000 (amended from time to time) and does not require any physical or digital signatures.
Whereas the User intends to avail online as well as offline booking services (“Services”), the User understands that Services will be provided by Townmiller Private Limited (“Zotel”). The User understands that the provision of Services by Zotel will be governed by these General Terms of Use.
These terms including annexures and links herein, apply to your use of www.zotel.ai, any other linked pages, API keys, features, content or application services (including but without limitation to any mobile application, mobile site services) (“Website”) owned and operated by Townmiller Private Limited (‘'Zotel''), a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at 1st Floor, SJR Cyber, 22 Laskar Hosur Road, Adugodi Bangalore Bangalore KA IN 560030. “We”, “Us”, “Our” - shall refer to Zotel. “You”, “Yours”, “Yourself”, “User” - refers to any non-registered individual or corporate body, registered user of Zotel including but not limited to Zotel users. “Applicable Laws” shall mean (i) any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental/regulatory Authority having competent jurisdiction and force of law over, or applicable to You, us or the subject matter in question, as may be amended from time to time.
Before You may use the Website, You must read all of these General Terms of Use and the Specific Terms of Use (defined below) (hereinafter together referred to as the “Terms”) and the Privacy Policy provided on the Website. By using Zotel and its affiliates' products, software, services, and the Website or by availing any products offered by Zotel's partner institutions/lending partners, banks, financial institutions, NPCI, and technology service providers, card payment networks, (“Facility Providers”) or third parties (“Services”), You understand and agree that Zotel will treat Your use of the Services as acceptance of these Terms from such point of usage. You agree that Zotel reserves the right to update the Services from time to time.
You acknowledge and agree that all references to “Zotel” shall mean the Zotel affiliate for the Specific Terms of Use. You further agree that any claims relating to or arising from the Specific Terms of Use shall be brought solely against such Zotel affiliates providing Services. Zotel shall have no liability in respect of the same. You may not use the Services if You do not accept the Terms. If You do not agree to be bound by these Terms and the Privacy Policy, You may not use the Website in any way. It is strongly recommended for You to return to this page periodically to review the most current version of the Terms in force. Zotel reserves the right at any time, at its sole discretion, to change or otherwise modify the Terms without prior notice, and Your continued access or use of the Website signifies Your assent/ratification of the updated or modified Terms. If You object to these Terms or any subsequent modifications to these Terms in any way, Your only recourse is to immediately terminate use of the Website. We may require You to agree to additional terms (if any) in connection with specific services that You may avail from time to time. The Services provided by Zotel through the Website are available and are appropriate only for use in India.
1. PROPRIETARY RIGHTS
1.1. You acknowledge and agree that Zotel owns all rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether registered or not). You further acknowledge that the Services may contain information which is designated confidential by Zotel and that You shall not disclose such information without Zotel's prior written consent.
1.2. Zotel grants You a personal, non-exclusive, non-transferable, limited privilege to avail the Services and make personal use of the Website and/or the Services. This license does not confer any right to download, copy, create a derivative work, modify, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sub-license, grant a security interest in or otherwise transfer any right in the Services. You do not have the right to use any of Zotel's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You do not have the right to remove, obscure, or alter any proprietary rights notices (including trademark and copyright notices), which may be affixed to or contained within the Services. You will not copy or transmit any of the Services.
2. USAGE OF THE WEBSITE AND USE OF SERVICES BY THE USER
2.1. You shall register to become a user of the Website only if You are of the age of 18 or above and can enter into binding contracts as per Applicable Laws. You are responsible for maintaining the secrecy of Your passwords, login and account information. You will be responsible for all use of the Website and/or Services by You and anyone using Your password and login information (with or without our permission). You are responsible for maintaining the confidentiality of any login information and secure access credentials associated with Your Zotel account. Accordingly, You are responsible for all activities that occur under Your account/in using Your secure credentials and Zotel shall not be liable for any such change or action performed by using Your secure credentials on the Website.
2.2. You also agree to provide true, accurate, current and complete information about Yourself as and when prompted by the Website. If You provide any information that is untrue, inaccurate, not updated or incomplete (or becomes untrue, inaccurate or incomplete), or Zotel has reasonable grounds to suspect that such information is untrue, inaccurate, not updated or incomplete, Zotel shall have the right to suspend or terminate Your account and/or refuse any and all current or future use of the Website (or any portion thereof) or Services in connection thereto.
2.3. By making use of the Website, and furnishing Your contact details, You hereby agree that You are interested in knowing more or availing and/or purchasing various products, services that Zotel or any other third party may offer to /provide to /share with /send to You from time to time through any means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode. You hereby agree that Zotel may contact You either electronically or through phone, to understand Your interest in the selected products and Services and to fulfil Your demand or complete Your application. Further, You also expressly agree and authorize Zotel, its partners, service providers, vendors and other third parties to contact You for the purpose of (i) offering or inviting Your interest in availing other products or services offered by third parties, or (ii) for sending other marketing campaigns, offers, or any other information either on the Website or through other means including but not limited to telephone, SMS (short messaging service), electronic mail (e-mail), whatsapp or any other messaging service/mobile application or any other physical, electronic or digital means/mode.
2.4. You specifically understand and agree that by using the Website You authorize Zotel, its affiliates, partners and third parties to contact You for any follow up calls in relation to the Services provided through the Website and/or for offering or inviting Your interest in availing any other product or service offered by Zotel or such third parties. You agree and consent to receive communications relating to all of the above on Your phone/mobile number (if any provided) by You on the Website and expressly waive any registration or preference made under DND/NCPR list under the applicable Telecom Regulatory Authority of India (TRAI) regulations.
2.5. You agree and authorize Zotel to share Your information and make Your details available to its partner banks/financial institutions, its group companies, affiliates, vendors, service providers/Facility Providers and other third parties, in so far as required for providing various products and services and/or to provide You with various value-added services, in association with the Services selected by You or generally otherwise. You agree to receive communications through emails, telephone and/or SMS, from Zotel or third parties. If You request not to receive such communication/marketing material any further, it shall be applicable prospectively only and shall not apply in respect to Your data already shared by Zotel in accordance with this clause upon Your prior consent.
2.6. You agree and acknowledge that for undertaking any payment and/or financial transaction through the Website, Zotel may undertake due diligence measures and seek information required for Know-Your-Customer (“KYC”) purpose which as a customer/user You are obliged to give in accordance with Applicable Laws. You agree and acknowledge that Zotel can undertake enhanced due diligence measures (including any documentation), to satisfy itself relating to its due diligence requirements in line with the requirements and obligations under Applicable Laws. You are solely responsible for understanding and complying with all applicable laws of Your specific jurisdiction, including but not limited to the provisions of the RBI Guidelines on Regulation of Payment Aggregators and Payment Gateways, Payment and Settlement Systems Act, 2007, Prevention of Money Laundering Act, 2002, Know Your Customer (KYC) / Anti-Money Laundering (AML) / Combating Financing of Terrorism (CFT) guidelines issued by the Department of Regulation, RBI as may be amended from time to time (the "KYC GUIDELINES") etc., that may be applicable to You in connection with Your business and use of Services.
2.7. You agree and covenant that before the commencement of any Service(s) under these Terms, You shall provide the necessary documents (as determined in Zotel's sole discretion or when required by Facility Providers or governmental authorities or law enforcement agencies) (“KYC Documents”) to enable Zotel to conduct the due diligence in respect of inter alia You and Your business/activities. Zotel shall have the right to share the KYC Documents (or the information therein) and other related documents with the Facility Providers or governmental authorities or law enforcement agencies, as required under the Applicable Laws. You expressly consent Zotel to rely on the KYC Documents provided by You for providing Services. You further acknowledge and agree that Zotel reserves the right at all times to monitor, review, retain and/or disclose any information in relation to the Service(s) as necessary pursuant to satisfy any Applicable Laws, legal process or governmental request.
2.8. Zotel shall have the right to demand from You, any (i) additional KYC Documents and/or (ii) any KYC related or other documents of Your customers or invoices, in its sole discretion and/or as per the Applicable Laws or pursuant to requests from governmental authorities or Facility Providers. Your failure to submit the KYC Documents when requisitioned shall entitle Zotel to suspend the Services and/or stop settlement of monies (as applicable) until You submit such KYC Documents to the sole satisfaction of Zotel.
2.9. You agree that Zotel shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of Your products or services. Such obligations shall be Your sole responsibility. You shall indemnify Zotel against any claim arising from such services or obligations and shall bear any and all expenses and/or costs relating thereto.
2.10. Throughout Your use of the Services, You declare that You or Your affiliates and/or its Beneficial Owner are not a Politically Exposed Person. You shall forthwith inform us in writing if this declaration becomes untrue during any period of Your use of the Services. Capitalised terms used here but not defined shall have the meaning ascribed to them in the KYC Guidelines issued by the RBI, as amended from time to time.
2.11. The usage of the Website may also require You to provide consent for providing Your Personal Information (“PI”) (including but not limited to any personal data or sensitive personal data as defined under Applicable Laws) or to authorize Zotel to derive Your data/information from any source or public registry, as may be necessary to complete Your profile or Your application on the Website, conduct due diligence on You, undertake KYC checks by itself or any other third party and/or to provide You Services through this Website. Zotel shall adhere to best industry practices including information security, data protection and privacy law while processing such applications. However, Zotel shall not be liable to You against any liability or claims which may arise out of such transactions as any such PI is being collected, used, processed and shared with Your explicit consent.
2.12. You agree not to use the Website and/or Services for any purpose that is unlawful, illegal or forbidden by these Terms, or any local laws that might apply to You. Since the Website is in operation in India, while using the Website and/or the Services, You shall agree to comply with laws that apply in India. We may, at our sole discretion, at any time and without advance notice or liability, suspend, terminate or restrict Your access to all or any component of the Website and/or Services.
2.13. You are prohibited from posting or transmitting to or through this Website: (i) any unlawful, threatening, libellous, defamatory, obscene, pornographic or other material or content that would violate rights of publicity and/or privacy or that would violate any law or that harms minors in any way; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party; (iv) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (v) threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting to any other nation; (vi) impersonates another person; or (vii) is illegal in any other way. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Your posting of content to this Website.
2.14. You represent and warrant that:
(a) You are duly incorporated or established under the laws of Your jurisdiction and have all requisite power and authority to own and operate Your business.
(b) You have the full legal capacity and power to enter into, exercise Your rights under, and perform Your obligations under these Terms.
(c) The execution, delivery and performance of these Terms has been authorized by all necessary corporate and organizational actions including but not limited to board resolution and/or power of attorney and/or letter of authority to bind Your business and Your company/firm/organization.
(d) You have duly accepted these Terms, which form a legal, valid and binding obligation, enforceable in accordance with its clauses.
(e) You do not, and shall not, engage in any activity related to virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world. Any breach of this provision shall be subject to immediate suspension or termination of any or all Services, at Zotel's sole discretion, and You shall be liable to indemnify Zotel from the losses arising from such breach.
2.15. You further covenant and agree that You shall ensure that:
(a) Your use of the Services and sale of Your products/services are solely for Your own bona fide business activities which are in compliance with the Applicable Laws and also the instructions issued from time to time by the Zotel and its Facility Providers.
(b) Your use of the Services corresponds to those activities under the categories You have expressly registered for at the time of entering into these Terms and as set out in Your onboarding form on the Zotel dashboard or as otherwise approved in writing by Zotel.
(c) You shall not resell or assign the Services, in whole or in part, or otherwise allow the use of the Services by any third parties or Your affiliates.
(d) Your use of Services does not facilitate any activity which is unlawful, illegal, unauthorised, is carried on with the intent to defraud, or is likely to result in Your unjust enrichment and/or unlawful gain.
(e) Your use of Services does not facilitate the offer, sale or purchase of prohibited products and/or services specified under these Terms.
(f) You hold informed consent of Your customers to share customer's information with Zotel and its affiliates in connection with the Services and/or for the purposes of sharing with governmental authorities as and when demanded under Applicable Laws, for the purpose of transaction tracking, fraud prevention, or otherwise required pursuant to regulatory authorities' orders and/or notices including but not limited to notices under Section 91 of CrPC.
2.16. You acknowledge that the Services are of complex nature and require the intervention of the Facility Providers. You acknowledge and agree that Zotel shall only be liable for acts or omissions which are solely and directly attributable to Zotel.
2.17. In order to avail the Services, You shall take all necessary steps to facilitate the integration of Zotel's solutions with Your platform. It is hereby clarified that any Server to Server (S2S) integration, if done, shall be solely for the purpose of availing the Services and intended to be used or accessed only by You.
2.18. You shall assist Zotel in furnishing to its auditors, the Facility Providers, governmental authorities, or law enforcement agencies, forthwith upon request from time to time, KYC Documents, relevant books, the original copy / copies of proof of transactions, invoices or other records, including pertaining to any order placed by Your customers. You shall retain records relating to transactions for a period of 10 (ten) years from the relevant date of the order placed on Your site. Zotel and the Facility Providers, and/or governmental agencies and/or law enforcement agencies shall be entitled to audit and inspect the records and other data relating to the customer's orders at any time whatsoever and without any prior notice. You shall ensure cooperation with Zotel, its auditors, Facility Providers, governmental authorities, or law enforcement agencies for any audit, inspection or pursuant to any other request.
2.19. You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Zotel or the Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Zotel or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Zotel or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to Your customer or any third party.
2.20. When a customer purchases a goods or services from You, You may, in Your sole discretion, impose any convenience fee on the customer. Any responsibility or losses incurred by Zotel as a result of the charge of any such convenience fee by You to Your customers shall be borne by You. You shall also indemnify Zotel for such liability or losses.
3. PAYMENT
3.1. Applicable fees for the provision of Services shall be levied by Zotel from time to time. You agree that the fees shall be charged according to the manner, rates and frequency determined by Zotel. Zotel reserves the right to update the amount of the fees charged at its sole discretion.
3.2. Fees are exclusive of applicable taxes and Zotel will charge such applicable taxes on the fees from time to time. You agree that any statutory variations in applicable taxes during the subsistence of these Terms shall be borne by You.
3.3. We will raise monthly invoices in respect of fees charged for Services provided during such months. Invoices are available on the dashboard on a monthly basis. Any dispute in respect of an invoice must be communicated by You to Us via a notice no later than ten (10) days from the date of the invoice. Zotel shall use good faith efforts to reconcile any reasonably disputed amounts.
3.4. You shall be responsible to do reconciliation on a daily basis for all the transactions processed. In case of discrepancies, You shall report to Zotel regarding such discrepancy within three (3) working days. However, if any reconciliation issue is highlighted by You to Zotel after three (3) working days from the transaction date, Zotel shall not be responsible or liable in any way whatsoever in case such queries and/or concerns are not resolved.
3.5. For fees deducted upfront before provision of the specific Service, it is agreed that if You deposit applicable taxes under Section 194H of the Income Tax Act, 1961 (in respect of invoices received by You) and furnish to Zotel Form 16-A in respect of such taxes paid, then Zotel shall reimburse to You, on a quarterly basis, the amount in respect of such taxes paid. In all other cases, with respect to invoices received by You, at the time of payment of the Fees, You will withhold applicable taxes under Section 194H of the Income Tax Act, 1961 (in case LTDC is provided as per the LTDC issued). You shall deposit the withheld taxes with the government treasury, file the statutorily mandated returns and furnish the requisite tax deduction certificate (Form 16-A) to Zotel within the timelines prescribed so as to enable Zotel to obtain full credit for the taxes deducted at source.
3.6. You shall be solely responsible for updating Your GST registration number on the Zotel dashboard before Zotel generates the invoice and shall also submit the GST certificate as part of KYC. Zotel will raise a GST tax invoice and report the transactions in the GST returns based on the information provided by You. The GST returns will be filed as per the statutory timelines, to enable You to avail appropriate input tax credit. Zotel shall not be responsible for any mistake and or misrepresentation by You in updating the GST number and other particulars as per the GST certificate. Further, any liability raised on Zotel by the GST authorities due to incorrect information provided by You or deliberate withholding of any statutory information by You shall be recovered by Zotel from You.
4. PRIVACY POLICY
By using the Website, You hereby consent to the use of Your information as we have outlined in our Privacy Policy.
5. THIRD PARTY LINKS/OFFERS
This Website may provide links to other websites or resources. Since Zotel has no control over such third-party websites and resources, You acknowledge and agree that Zotel is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Zotel shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource. Your interaction with any third party accessed through the Website is at Your own risk, and Zotel will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third parties or for any personal injuries, death, property damage, or other damages or expenses resulting from Your interactions with the third parties.
6. OUR PARTNERS
This Website also offers You access to information primarily about certain financial products/services including, but not restricted, to loan facility, credit cards facility, investment services such as current accounts offered by our lending partners. The terms of use and conditions can be accessed here.
7. DISCLAIMER OF WARRANTY
Zotel warrants that the Service(s) shall be provided materially in accordance with the services documentation available on the Website. Zotel warrants that the Service(s) will perform in all material respects in accordance with these Terms. To the maximum extent permitted by Applicable Laws and except as stated in these Terms, the Services are provided on an “as is” basis. You acknowledge that Zotel does not warrant that the Service(s)s will be uninterrupted or error free or fit for Your specific business purposes.
8. LIMITATION OF LIABILITY
8.1. Zotel (including its officers, directors, employees, representatives, affiliates, and providers) will not be responsible or liable for (a) any injury, death, loss, claim, act of God, accident, delay, or any direct, special, exemplary, punitive, indirect, incidental or consequential damages of any kind (including without limitation lost profits or lost savings), whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with (i) any failure or delay (including without limitation the use of or inability to use any component of the Website), or (ii) any use of the Website or content, or (iii) the performance or non-performance by Us or any Facility Provider, even if we have been advised of the possibility of damages to such parties or any other party, or (iv) any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Website or Your downloading of any content from the Website. The Website may provide links to other third-party websites. However, since Zotel has no control over such third-party websites, You acknowledge and agree that Zotel is not responsible for the availability of such third-party websites and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such third-party websites. You further acknowledge and agree that Zotel shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third-party websites. Such third-party websites may have separate terms and conditions and privacy policy, and which are independent of Zotel and therefore, we advise You to read the terms of use and conditions available on such websites before You access any such third-party website.
8.2. Notwithstanding anything under these Terms, Zotel's aggregate liability and that of its affiliates, officers, employees and agents relating to the Service(s), will not exceed an amount equal to one (1) month fees paid by You for the specific Service(s) giving rise to the liability. Zotel's liability under or in connection with Terms will be proportionately reduced to the extent any loss or damage is contributed to by You or Your third party providers.
9. INDEMNITY
You agree to indemnify and hold Zotel (and its officers, affiliates, group company, directors, agents and employees) harmless from any and against all claims, whether or not brought by third parties, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature, including reasonable attorneys' fees, or arising out of or related to Your breach of these Terms, Your violation of any Applicable Laws or the rights of a third party, or Your use of the Website or any disputes between You and any third party.
10. WAIVER
Any failure or delay by Zotel to enforce or exercise any provision of these Terms, or any related right, shall not constitute a waiver by Zotel of that provision or right. The exercise of one or more of Zotel's rights hereunder shall not be a waiver of, or preclude the exercise of, any rights or remedies available to Zotel under these Terms or in law or at equity. Any waiver of any provision shall only be effective if made in writing and executed by a duly authorized officer of Zotel.
11. FORCE MAJEURE
If performance of Services/Website by Zotel is prevented, restricted, delayed or interfered with by reason of labour disputes, strikes, acts of God, epidemic, pandemic, floods, lightning, severe weather, shortages of materials, rationing, inducement of any virus, malware, trojan or other disruptive mechanisms, any event of hacking or illegal usage of the Website, utility or communication failures, earthquakes, war, revolution, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo or any law, order, proclamation, regulation, ordinance, demand or requirement having legal effect of any government, regulatory or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this clause, which are beyond the reasonable control of Zotel, then Zotel shall be excused and discharged from such performance to the extent of and during the period of such force majeure event, and such non-performance shall, in no manner whosoever, amount to a breach by Zotel of its obligations herein or incur any legal liability on Zotel.
12. ANTI BRIBERY AND SANCTIONS LAWS
You agree to comply with all applicable anti-bribery and anti-corruption laws which prohibit officials, representatives, agents or any other person associated with or acting on behalf of You from giving, offering, promising to offer, receiving/ accepting or acting in any other manner so as to induce a payment, gift, hospitality or anything else of value (either directly or indirectly) whether from within the country or from abroad to government officials, public servants, regulatory bodies, judicial authorities, persons in positions of authority, elected or contesting electoral candidates, political parties or office bearers thereof or any other third party or person in order to obtain an improper commercial/ business advantage of any kind. Government officials include any government employee, candidate for public office, an employee of government-owned or government–controlled companies, public international organisations and political parties. You also agree not to give, offer, pay, promise or authorise to give or pay, directly, indirectly or through any other person, of anything of value to anybody for the purpose of inducing or rewarding any favourable action or influencing any decision in Your favour.
13. ADDITIONAL TERMS
13.1. You may not assign or otherwise transfer Your rights or obligations under these Terms. Zotel may assign its rights and duties under these Terms without any such assignment being considered a change to the Terms and without any notice to You. If we fail to act on Your breach or anyone else's breach on any occasion, we are not waiving our right to act with respect to future or similar breaches. Additional terms applicable to the Services provided by Zotel or its affiliates are as under:
(a) The laws of India, without regard to its conflict of laws, rules, will govern these Terms, as well as Your and Our observance of the same. If You take any legal action relating to Your use of the Website or these Terms, You agree to file such action only in the courts located in Bangalore, India. In any such action that We may initiate, the prevailing party will be entitled to recover all legal expenses incurred in connection with the legal action, including but not limited to costs, both taxable and non-taxable, and reasonable attorney fees. You acknowledge that You have read and have understood these Terms, and that these Terms have the same force and effect as a signed agreement. This clause shall survive termination of the Terms.
(b) Without prejudice to any other rights or remedies Zotel may have, You hereby agree and confirm that Zotel shall have the right to set-off by whatever means the whole or any part of Your liability to Zotel under these Terms (or any other agreement between You and Zotel or its affiliates) against any funds, sums or other amounts credited to, or owing to, You under these Terms (or any other agreement between You and Zotel or its affiliates). You agree that Zotel may exercise the right of set-off at any time, without any prior notice to You. In the event such set-off does not fully reimburse Zotel for the liability owed, You shall pay Zotel a sum equal to any shortfall thereof.
(c) You shall not (whether online or otherwise): (i) describe Yourself as an agent or representative of Zotel or any Facility Provider; (ii) represent that You have any rights to offer any products or services offered by Zotel or the Facility Provider; and (iii) make any representations to Your customer or any third party or give any warranties which may require Zotel or Facility Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to customer or any third party.
(d) Zotel reserves the right to make changes to the Website, related policies and agreements, these Terms and the Privacy Policy at any time as it deems fit and proper, including but not limited to comply with changes in law or regulation, correct inaccuracies, omissions, errors or ambiguities, reflect changes in the process flow, scope and nature of the Services and ancillary services, company reorganization, market practice or customer requirements. Upon any change, Your continued use of the Services and ancillary services constitutes acceptance of the changes and an agreement to be bound by Terms, as amended. If You do not agree to the changes, You may please discontinue Your use of the Services.
14. ADVERTISING
Some of the Services may be supported by advertising revenue and may display advertisements and promotional material. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information. The manner, mode and extent of advertising by Zotel are subject to change without any specific notice to You. In consideration for Zotel granting You access to and use of the Services, You agree that Zotel may place such advertisements on the Services through Website, print media, electronic media, and social media advertising platforms etc.
15. SUSPENSION AND TERMINATION
15.1. Notwithstanding anything to the contrary, Zotel shall have the right to immediately suspend Services and settlement of any monies or payments to You, without any liability to You, in the event of the following:
(a) You breach any clause of these Terms.
(b) You facilitate any transaction which is unlawful or in contravention with ‘Prohibited Products and Services’ listed below.
(c) Zotel receives instructions from Facility Providers or governmental authorities or law enforcement agencies to either suspend the Services, or part thereof, or directs to suspend the Services or part thereof regardless of whether there is pending investigation/enquiry into any alleged illegal/unlawful activities.
(d) You use the Services for any transactions which have a high-risk score as per Zotel's internal fraud assessment tools and other policies.
(e) Zotel is of the opinion that there are suspicious circumstances surrounding Your activities.
(f) Zotel is of the opinion that there are pending, anticipated, or excessive disputes, refunds, or reversals relating to Your use of Services.
(g) Your products/services infringe, or are suspected of infringing, intellectual property rights, copyrightable works, patented inventions, trademarks and trade secrets, or You are suspected of selling counterfeit and/or knock-off goods.
(h) You materially change the type of the products/services provided to end customers and as declared on the onboarding form, without obtaining Zotel's prior written permission to use the Services for the new or changed types of services/products, or it is discovered by Zotel that You provided substantially misleading and/or false information about Your products/services as part of the onboarding activities.
(i) Zotel in its sole discretion determines that Your activities expose Zotel to risks which are unacceptable to Zotel.
(j) Zotel in its sole discretion is required to do so due to regulatory changes impacting the Services.
15.2. These Terms are effective upon the date You first access or use the Services and continue until terminated by You or Zotel. We may terminate these Terms or close Your Zotel account at any time for any reason (including, without limitation, for any activity that may create harm or loss to the goodwill of Zotel). Where Applicable Laws requires advance notice of termination to be provided, we will, prior to termination, provide You with the required advance notice of termination.
15.3. Termination does not immediately relieve You of obligations incurred by You under these Terms. Upon termination, You agree to stop using the Services. Your continued or renewed use of the Services after termination serves to renew Your consent to the Terms. In addition, upon termination You understand and agree that We will not be liable to You for compensation, reimbursement, or damages related to Your use of the Services, or any termination or suspension of the Services or deletion of Your information or account data; and You will still liable to us for any fees or fines, or other financial obligation incurred by You or through Your use of the Services prior to termination.
16. PROHIBITED PRODUCTS AND SERVICES
1. Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services; Website access and/or Website memberships of pornography or illegal sites;
2. Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;
3. Body parts which includes organs or other body parts;
4. Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (spam);
5. Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
6. Child pornography which includes pornographic materials involving minors;
7. Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
8. Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
9. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
10. Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
11. Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
12. Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;
13. Endangered species which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
14. Gaming/gambling which includes lottery tickets, sports bets, memberships/enrolment in online gambling sites, and related content;
15. Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
16. Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
17. Illegal goods which includes materials, products, or information promoting illegal goods or enabling illegal acts;
18. Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
19. Offensive goods which includes literature, products or other materials that: (a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors; (b) Encourage or incite violent acts; or (c) Promote intolerance or hatred.
20. Offensive goods, crime which includes crime scene photos or items, such as personal belongings, associated with criminals;
21. Pyrotechnic devices, combustibles, corrosives and hazardous materials which includes explosives and related goods; toxic, flammable, and radioactive materials and substances;
22. Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;
23. Securities which includes government bonds or related financial products;
24. Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
25. Traffic devices which includes radar detectors/jammers, license plate covers, traffic signal changers, and related products;
26. Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
27. Wholesale currency which includes discounted currencies or currency exchanges;
28. Live animals or hides/skins/teeth, nails and other parts etc. of animals;
29. Multi-Level Marketing collection fees;
30. Matrix sites or sites using a matrix scheme approach;
31. Offering Work-at-home approach and/or Work-at-home information; with an intention to deceive;
32. Drop-shipped merchandise;
33. Any product or service which is not in compliance with all applicable laws and regulations whether federal, state, local or international, including the laws of India;
34. Provision of any services that have the potential of casting the Payment Gateway Facilitators in a poor light and/or that may be prone to Buy & Deny attitude of the cardholders when billed (e.g. Adult material/ Mature content/Escort services/ friend finders) and thus leading to chargeback and fraud losses;
35. Businesses or website that operate within the scope of laws which are not absolutely clear or are ambiguous in nature (e.g. Web-based telephony, Website supplying medicines or controlled substances, website that promise online match-making);
36. Businesses out rightly banned by law (e.g. Betting & Gambling/ publications or content that is likely to be interpreted by the authorities as leading to moral turpitude or decadence or incite caste/communal tensions, lotteries/sweepstakes & games of chance;
37. If You deal in intangible goods/ services (eg. Software download/ Health/ Beauty Products), and businesses involved in pyramid marketing schemes or get-rich-quick schemes and any other product or Service, which in the sole opinion of either the Partner Bank or the Acquiring Bank, is detrimental to the image and interests of either of them / both of them, as communicated by either of them/ both of them to You from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms;
38. Mailing lists;
39. Virtual currency, cryptocurrency and other crypto products (like non-fungible tokens or NFTs), prohibited investments for commercial gain or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world;
40. Money laundering services;
41. Database providers (for tele-callers);
42. Bidding/Auction houses;
43. Activities prohibited by the Telecom Regulatory Authority of India;
44. Any other activities prohibited by Applicable Laws;
45. Entities operating as chit funds/ nidhi companies (except government or public sector unit (PSU) entities);
46. Unregulated/ unlicensed money service business (MSB) or money and value transfer services (MVTS) like exchange houses, remittance agents or individuals running such businesses in jurisdictions that require license for such businesses.
The above list is subject to additions / changes by Zotel, based on instructions received from Facility Providers, without any prior intimation to You.
17. DEFINITIONS:
17.1. “Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
17.2. “Applicable Laws” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local Governmental/Regulatory Authority having competent jurisdiction and force of law over, or application to the Party or subject matter in question, as may be amended from time to time. Applicable Laws shall without limitation include any notification, circular, directive or other similar instruction issued by the 'Financial Sector Regulators' including but not limited to the Reserve Bank of India. Applicable Laws also include rules, regulations, roles, responsibilities and processes as defined by NPCI on their website www.npci.org.in.
17.3. “Chargeback” shall mean the reversal (such reversal being requested by a Facility Provider pursuant to a request from the Facility Provider's customer) of the debit of the Transaction Amount that was charged by You, where the reversal is approved by the Facility Provider following examination of the Transaction related documents and information furnished by You, consequently resulting in Zotel being charged the Transaction Amount and charges, penalties or fines associated with processing the Chargeback.
17.4. “Chargeback Amount” shall mean the aggregate amount that the Facility Provider charges Zotel pursuant to a Chargeback.
17.5. “Chargeback Documents” has the meaning ascribed to the term in Clause 3.1 hereunder.
17.6. “Chargeback Request” means a claim for Chargeback by the Facility Provider's customer.
17.7. “Claims” means any claim asserted against the Merchant, that is paid or payable to a third party pursuant to an order of a court of law, judicial and quasi-judicial authorities.
17.8. “Customer” means the Merchant's customer who will be making payments to the Merchant in consideration for goods / services availed of by the customer from the Merchant.
17.9. “Escrow Account” or “Nodal Account” is an account held by Zotel with an Escrow Bank or nodal bank, as applicable for the purpose of receiving the Transaction Amount and effecting settlements to You.
17.10. “Escrow Bank” means a bank that is authorised by the RBI, to operate an Escrow Account / Nodal Account under Payment Aggregation Guidelines.
17.11. “Escrow Bank Working Days” means days on which the Escrow Bank is operational to undertake settlements.
17.12. “KYC” means know your customer norms as set out in the Master Direction- Know Your Customer (KYC), 2016 notified by Reserve Bank of India through circular no. Master Direction DBR.AML.BC.No.81/14.01.001/2015-16, to the extent applicable to the Services and as may be determined by Zotel or the Facility Providers.
17.13. “Payment Aggregator Guidelines” means, as applicable, the RBI circular DPSS.CO.PD.NO.1102/02.14.08/2009-10 dated November 24, 2009 or DPSS.CO.PD.No.1810/02.14.008/2019-20 dated March 17, 2020, including any amendments, clarifications, FAQs, etc. which may be issued from time to time.
17.14. “Payment Instrument” includes credit card, debit card, bank account, prepaid payment instrument or any other instrument issued under Applicable Law, used by a customer to pay the Transaction Amount.
17.15. “Permissible Deductions” means (a) fees charged by Zotel; (b) Chargeback Amount including fines and penalties; and (c) any other sum due and payable by You to Zotel.
17.16. “Refund” means processing of Your request to Zotel, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
17.17. “Transaction” means an order or request placed by the customer with You (or a third-party vendor availing of Your services) for purchasing goods/services from You, which results in a debit to the customer's Payment Instrument.
17.18. “Transaction Amount” means the amount paid by the customer in connection with Transaction.
