Terms and Conditions

Introduction and Terms of Use

Effective December 21, 2022

The terms and conditions contained hereinafter ("TERMS OF USE") shall apply to the use of the website www.plancherry.com and any other linked pages, products, software(s), API keys, features, content or application services (including but without limitation to any mobile application services) in connection therewith, offered from time to time by any Plancherry group company ("PLANCHERRY" or "WE" or "OUR" or "US") (collectively, "WEBSITE").

Any person logging on to or using the Website, DASHBOARD (even when such person does not avail of any services provided in the Website ("SERVICES")) (hereinafter referred to as a "USER", "SELLER", "YOU" or "CLIENT") shall be presumed to have read these Terms of Use (which includes the Privacy Policy, separately put up on the Website) and unconditionally and irrevocably accepted the terms and conditions set out herein (these Terms of Use). These Terms of Use, together with the rest of the Policies (defined below), constitute a binding and enforceable agreement between the User and Plancherry. These Terms of Use do not alter in any way the terms or conditions of any other written agreement you may have with Plancherry for other services.

Please read the terms set out hereunder carefully before agreeing to the same. If you do not agree to these Terms of Use (including any referenced policies or guidelines), please immediately terminate your use of the dashboard and website. You can accept the Terms of Use by:

Clicking to accept or agree to the Terms of Use, where this option is made available to you by Plancherry in the User interface for any particular Service; or
Accessing, testing or actually using the Services. In this case, you understand and agree that Plancherry will treat your use of the Services as acceptance of the Terms of Use from that point onwards.

For the purpose of these Terms of Use, wherever the context so requires, the term "User" shall mean and include any natural or legal person who has agreed to these Terms of Use on behalf of itself or any other legal entity.

It is clarified that the Privacy Policy (that is provided separately), form an integral part of these Terms of Use and should be read contemporaneously with the Terms of Use. Illegality or unenforceability of one or more provisions of these Terms of Use shall not affect the legality and enforceability of the other terms of the Terms of Use. For avoidance of doubt, if any of the provisions becomes void or unenforceable, the rest of the provisions of these Terms of Use shall be binding upon the User.

The Terms of Use may be revised or altered by us at our sole discretion at any time without any prior intimation to the User. The latest Terms of Use will be posted here. Any such changes by Plancherry will be effective immediately. By continuing to use this Website or to access the Services / usage of our Services after changes are made, you agree to be bound by the revised/ amended Terms of Use and such amendments shall supersede all other terms of use previously accepted by the User. 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 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 (the "KYC GUIDELINES") etc., that may be applicable to you in connection with your business and use of our Services.

By using our Services you agree that Plancherry disclaims any liability or authenticity of any information that may have become outdated since the last time that particular piece of information was updated. Plancherry reserves the right to make changes and corrections to any part of the content of this dashboard and Website at any time without any prior notice to you. Unless stated otherwise, all pictures and information contained on this Website are believed to be in the public domain as either promotional materials, publicity photos, photoshoot rejects, or press media stock. Please contact the Grievance Officer by e-mail if you are the copyright owner of any content on this Website and you think the use of the above material violates the terms of the applicable copyright law in any manner. In your request, please indicate the exact URL of the webpage to enable us to locate the same. We will endeavour to address your concerns and take the necessary steps if required.

WHEREAS:

Plancherry is a technology company engaged in the business of creating technology API solutions and various payment gateway aggregation, facilitating the initiation and receipt of electronic payments for your products listed on various social media sites, including but not limited to payments effected through credit cards, debit cards, net-banking, pre-paid instruments and payment methods offered by and routed through the infrastructure established our partner company Plancherry.
Plancherry has developed software protocols to inter alia communicate with different RBI-approved Payment Gateway systems to provide the Services (defined hereinafter).
You have registered with Plancherry to avail technology services to accept online payments from the sale of your listed products on different social media platforms.

NOW THEREFORE, in consideration of the mutual agreements, covenants, representations and warranties set forth in the Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:

Definitions And Interpretation

Definitions

In this Agreement, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:

“Act” means the Payment and Settlement Systems Act, 2007 and the rules, regulations, guidelines, and notifications framed and/or issued thereunder.
“TERMS” means these terms along with schedules hereto as amended from time to time.
“Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision, or other similar mandates of any applicable central, national, state, or local governmental authority having competent jurisdiction over, or application to the Party or subject matter in question.
“Activation Date” means the date on which the Client starts availing Services.
"Customer" or “Payer” shall mean any Person who is effecting a Transaction by using a Payment Instrument.
Dashboard” is a Plancherry owned and established electronic information management tool that visually tracks, displays, and stores metrics and data points pertaining to Transactions.
“Facility Providers” includes Plancherry , banks, financial institutions, and technology service providers, including Nodal Banks and Card Payment Networks, facilitating the Transaction or any part thereof.
“Force Majeure Event” means any event, not within the reasonable control of the Party affected, which that Party is unable to prevent, avoid or remove by the use of reasonable diligence. Force Majeure Event shall, to the extent such events and circumstances or their consequences satisfy the requirements mentioned hereinabove, comprise the following events and circumstances namely: war, hostilities, invasion, armed conflict, an act of foreign enemy, embargoes, riot, insurrection, prolonged labor stoppages, acts of terrorism, sabotage, nuclear explosion, earthquakes, fires, typhoons, storms and other natural catastrophes.
“Governmental Authority” means any central or state government or other political subdivision thereof and any entity, including any regulatory or administrative authority or court, exercising executive, legislative, judicial, regulatory or administrative or quasi-administrative functions of or pertaining to government.
“Plancherry Gateway” means the Plancherry developed software protocol that communicates with the partner, Issuer or any of the Facility Providers to inter alia :
1. Transmit information pertaining to the Payment Instrument in order to facilitate the completion of Authentication and Authorization.
2. Receive the Transaction Amount in the plancherry Account following Authentication and Authorization; and
3. Settlement of the Transaction Amount (subject to Permissible Deductions) into the Client’s account.
“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.
“Payment System” has the meaning ascribed to the term in the Act.
“Permissible Deductions” means Plancherry Fees and Payment Gateway Amount.(Applicable when on percentage fee model).
“Person” includes an individual, an association, a corporation, a partnership, a joint venture, a trust, an unincorporated organization, a joint stock company, a bank, a non- banking financial company or other entity or organization, including a government or political subdivision, or an agency or instrumentality thereof and/or any other legal entity;
“Personal Data” means ‘personal information’ and ‘sensitive personal date or information’ as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 as amended from time to time.
“Sales Channel” means a social media account set up by the YOU, to inter alia enable users to see and access your listed products on various social media accounts and make it convenient to pay for the products or for services to effect Transactions which are facilitated by Plancherry.
“Plancherry Dashboard” means the application programming interface formulated and owned by Plancherry, constituting software which allows the Client to establish electronic communication between the Platform and Payment Gateway to enable Payers to initiate and pay the Transaction Amount.
“Plancherry Fees” has the meaning ascribed to the term in Clause 3.
“Refund” means processing of the Client’s request to Plancherry, through the option available on the Dashboard, for returning the Transaction Amount (or part thereof) to the Payment Instrument which was used for effecting the payment of the Transaction Amount.
“RBI” means the Reserve Bank of India constituted under the Reserve Bank of India Act, 1934.
“Transaction” means an order or request placed by the Customer to buy your listed products on your social media handle(s) by paying the Transaction Amount. Using Plancherry interface to (i) purchase products or; (ii) avail of services or; (iii) contribute funds.
“Transaction Amount” means the amount paid by the parent in connection with Transaction.

Plancherry Fees, Terms of Payment And Taxes (Applicable only when on Percentage Fee model).

In consideration for the Services, Plancherry may charge the fees (“Plancherry Fees”). Plancherry shall be entitled to charge on the Plancherry Fees taxes applicable from time to time (“Applicable Taxes”). It is agreed that any statutory variations in Applicable Taxes during the subsistence of this Agreement shall be borne by the user. Plancherry Fees will be charged either as a percentage of the Transaction Amount or as a pre-determined amount on every Transaction regardless of the value of the Transaction Amount.
It is agreed that in respect of each Transaction, Plancherry shall be entitled to deduct Plancherry Fees along with Applicable Taxes from the Transaction Amount.
Monthly invoices shall be raised by Plancherry in respect of Plancherry Fees charged for transactions processed during such month. Any reasonable dispute in respect of an amount (or a portion thereof) mentioned in an invoice must be communicated by YOU via notice (“Invoice Dispute Notice”) to Plancherry within a reasonable period of time but no later than thirty (30) days from the date of the invoice. Plancherry shall use good faith efforts to reconcile any reasonably disputed amounts within a within a reasonable time from the receipt of the Invoice Dispute Notice.

Use of the Services by User

In order to access plancherry dashboard, you may be required to open a User account with Plancherry by providing information about yourself (such as identification or contact details) as part of the registration process ("REGISTRATION DATA") for the Services, or as part of your continued use of the Services.

You agree that any Registration Data you give to Plancherry will always be accurate, correct, complete and up to date. If you provide any information that is untrue, inaccurate, incomplete, or not current or if we have reasonable grounds to suspect that such information is in violation of applicable law or not in accordance with the Terms of Use (whether wholly or in part), we reserve the right to reject your registration and/ or indefinitely suspend or terminate your User account and refuse to provide you access to the Website. Further, you agree to indemnify and keep us indemnified from and against all claims resulting from the use of any detail/ information/ Registration Data that you post and/ or supply to us. We shall be entitled to remove any such detail/ information/ Registration Data posted by you without any prior intimation to you.

Notwithstanding anything else contained in any other agreement involving you and Plancherry and/ or any other third party, in order to ensure that we are not violating any right that you might have in your Registration Data, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise the copyright, publicity, and database rights (but no other rights) that you have in the Registration Data, in any media now or in future known, with respect to your Registration Data solely to enable us to use such Registration Data that you have supplied to us.

Any amendment or rectification of your Registration Data in the User account can be carried out by accessing the "User account" section on the Website. You may choose to delete any or all of your User content/ information or even the User account at any time. Processing such deletion may take some time, but the same shall be done by Plancherry. We may maintain backup of all User content for such time as may be required under applicable laws and for operational purposes of Plancherry. You are solely responsible for maintaining the confidentiality of your account and password and for any activity that occurs in or through your account. We will not be liable to any person for any loss or damage which may arise as a result of any failure on your part to protect your login ID or password or any other credential pertaining to your account. You should take all necessary steps to ensure that the password is kept confidential and secure. In case you have any reason to believe that your password has become known to anyone else, or if the password is being, or is likely to be, used in an unauthorised manner, you should inform us immediately at [email protected]. In the event of any dispute between two or more parties as to ownership of any particular account with Plancherry, you agree that Plancherry shall be the sole arbitrator for such dispute and that Plancherry's decision in this regard will be final and binding on you.

You understand and undertake that you shall be solely responsible for your products, services, data and User content and undertake to, neither by yourself nor by permitting any third party to host, display, upload, modify, publish, transmit, update or share any information that:

Belongs to another person and to which you do not have any right to;
Is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, seditious, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatsoever;
Harms minors in any way;
Infringes any patent, trademark, copyright or other proprietary rights of any person or entity anywhere in the world;
Violates any law for the time being in force;
Deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
Impersonates another person;
Contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
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; or
Is illegal in any other way.

You agree and understand that Plancherry reserves the right to remove and/or edit such detail/ information. If you come across any information as mentioned above on the Website, you are requested to immediately contact our Grievance officer.

You agree to use the Services only for purposes that are permitted by (a) these Terms of Use and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.

You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Plancherry, unless you have been specifically allowed to do so in a separate agreement with Plancherry. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services) on this Website. Unless you have been specifically permitted to do so in a separate agreement with Plancherry, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

You agree that you are solely responsible for (and that Plancherry has no responsibility to you or to any third party for) any breach of your obligations under the Terms of Use and for the consequences (including any loss or damage which Plancherry may suffer) of any such breach. You further agree to the use of your data by us in accordance with the Privacy Policy.

Plancherry may share any Content (defined hereinafter) generated by the User or their Registration Data with governmental and regulatory agencies who are lawfully authorised for investigative, protective and cyber security activities. Such information may be transferred for the purposes of verification of identity, or for prevention, detection, investigation, prosecution pertaining to cyber security incidents and punishment of offences under any law for the time being in force.

If you have opted for use of Plancherry's 'subscriptions' product by virtue of which your customers have set up a standing instruction ("RECURRING PAYMENT INSTRUCTION") to charge his/ her chosen payment method (such as credit card, debit card or bank account) as per the billing cycle communicated by you to Plancherry, then you consent that the relevant amount will be charged to such payment method as per the billing cycle communicated to Plancherry. You agree that Plancherry shall continue to charge the relevant amount to the relevant customer's chosen payment method as per such billing cycle until you or the customer terminates the Recurring Payment Instruction.

You further agree that if the customer revokes his/ her consent to the Recurring Payment Instruction then you shall inform us of the revocation in writing for us to cease processing the Recurring Payment Instruction forthwith upon the revocation but no later than 7 (seven) days prior to the next instance of charge to the customer. If such intimation of revocation of Recurring Payment Instruction is made less than 7 (seven) days prior to the next instance of charge to the customer or is not made at all,

Plancherry shall not be liable for any charge applied to the customer for that month pursuant to the revocation or not be liable at all, as applicable. You agree to make good any losses suffered by us on account of demands or claims from customers arising as a consequence of your failure in notifying us about a customer's revocation of the Recurring Payment Instruction.

Eligibility

Any person who is above eighteen (18) years of age and competent to contract under the applicable laws is eligible to access or visit the Website or avail the Services displayed therein. Your use or access of the Website shall be treated as your representation that you are competent to contract and if you are registering as a business entity, then you represent and warrant that you have the authority to bind such business entity to the Terms of Use. Without generality of the foregoing, use of the Website is available only to persons who can form a legally binding contract under the Indian Contract Act, 1872 and any amendments thereto.

YOU represents and warrants that YOU will be financially responsible for all of YOUR usage (including the purchase of any Service) and access of the Website. The User shall also be responsible for use of User's account by others. The Terms of Use shall be void where prohibited by applicable laws, and the right to access the Website shall automatically stand revoked in such cases.

Exclusion of Warranties

Nothing in these Terms of Use, shall exclude or limit your warranty or liability for losses unless they are excluded or limited by applicable law. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only the limitations which are lawful in your jurisdiction will apply to you and our liability will be limited to the maximum extent permitted by law. Plancherry disclaims any implied warranty for Services and any use thereof.

You expressly understand and agree that your use of the Services is at your sole risk and that the Services are provided on an "as is" and "as available" basis.

In particular, Plancherry, do not represent or warrant to you that:

The information or Contents provided on the Website are accurate, complete and updated;
Your use of the Services will meet your requirements;
Your use of the Services will be uninterrupted, timely, secure or free from error;
Any information obtained by you as a result of your use of the Services will be accurate or reliable; and
That defects in the operation or functionality of any software provided to you as part of the Services will be corrected
Any material downloaded or otherwise obtained through the use of the Services is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
No advice or information, whether oral or written, obtained by you from Plancherry or from the use of Services shall create any warranty not expressly stated in these Terms of Use.
Plancherry further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.

Representations and Warranties of YOU/ sell

The YOU/ seller hereby represents and warrants:

That You/ seller, in case of a natural person, is at least 18 years old with a conscious mind fit and proper to enter into this agreement (the "Policies"), is a resident of India with valid credentials and is an entity who is legally eligible to carry out or operate a business in India;
That all the information and documents pertaining to his/ her identity and address proof, as submitted for the purpose of know your client (KYC) verification with Plancherry are true and genuine and are not fabricated or doctored in any way whatsoever;
That the User shall hold and keep Plancherry, its promoters, directors, employees, officials, agents, subsidiaries, affiliates and representatives harmless from any liabilities arising in connection with any incidental or intentional discrepancy that is found to be there in the documents submitted by such User for the purpose of KYC formalities;
That User/ seller shall be solely responsible for understanding and complying with any and all applicable laws relevant to the User and their business, and any liability, whether pecuniary or otherwise, arising from any non-compliance of such applicable laws shall be at the sole cost and risk of such User;
That the User/ seller shall operate and conduct his/ her business as per declaration provided by such User to Plancherry at the time of onboarding of such User by Plancherry and shall promptly report any change/ deviation/ addition/ deletion in the scope of business activities of such User to Plancherry;
That all data, information, inventions, intellectual properties (including patents, trademarks, copyrights, design and trade secrets), know-how, new uses and processes, and any other intellectual property right, asset or form, including, but not limited to, analytical methods, procedures and techniques, research, procedure manuals, financial information, computer technical expertise, software for the purpose of availing of services of Plancherry and any updates or amendments thereto is and shall be the sole intellectual property of Plancherry and should in no way be construed to grant any rights and/ or title to the User in such intellectual property of Plancherry;
That User/ seller shall not store any customer card and such related date in any form or manner whatsoever on their websites/ servers;
That the User/ seller shall accord adequate and timely co-operation in allowing Plancherry or it's appointed agencies or regulators to conduct audits, including for compliance with the Policies and provisions of applicable laws.
That You/ seller, are signing up for the Services on behalf of your employer, your employer will be the Store Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.

Seller Terms

YOU/ Seller agree that:

The sale of goods or services using Plancherry are solely between you, as the seller, and the Customer. Plancherry is not a party to these transactions, and only enables payment processing.
Plancherry is not and will not be responsible for any aspect of the products or services you sell.
Plancherry is not responsible for the acts of Customers, whether or not they complete a transaction.
You are solely responsible for investigating and resolving disputes with a Customer and Plancherry will not be a party to or responsible for any disputes.
You shall comply with all applicable laws related to your Store and all goods or services offered through your Store.
You are solely responsible for any taxes, fees, and duties imposed by governmental entities related to payment transactions facilitated through PLancherry, and
You will comply with any additional service-specific terms applicable to any third party platforms, software, applications, products and services, or websites accessed or used by your Store in connection with your use of Plancherry.
We cannot intervene in any dispute between you and a Customer for any transactions processed using Plancherry. We make no warranties with respect to the products, services or information sold or provided on a Store, and we are not responsible or liable for: (a) product liability claims; (b) claims that the offer or sale of products or services sold using Plancherry fail to conform to any applicable legal or regulatory requirement; (c) claims respecting the Merchant’s products, services, or practices arising under consumer protection or similar legislation; or (d) any inaccurate, incomplete or out of date information offered by the Merchant.

In connection with your use of Plancherry payment services on your Store, you agree to share with Plancherry the following information in a manner that enables Plancherry to provide these services: (i) all Saved Information of your Customers who use plancherry, including but not limited to: Order Information such as transaction date, product name, product description and image, quantity sold, product cost details (e.g. price, currency, tax, applicable discounts), payment and authorization status, and refund status (if applicable); and Shipping Information such as shipping costs, shipping carrier code, tracking number, order tracking notifications; and (ii) other information relating to your Store necessary to allow Plancherry to provide these services. Any Saved Information you share with Plancherry that is comprised of Personal Data will be governed by the Plancherry Privacy Policy.

Fraudulent Transactions

If Plancherry is intimated, by the Payment Gateway or a Card Payment Network, that a customer has reported an unauthorised debit of the customer's payment instrument ("FRAUDULENT TRANSACTION"), then Plancherry shall be entitled to suspend the settlement of the amount associated with the Fraudulent Transaction during the pendency of inquiries, investigations and resolution thereof by the Acquiring Bank or the Card Payment Network. If the amount in respect of a Fraudulent Transaction has already been settled to YOU pursuant to these Terms of Use, any dispute arising in relation to the said Fraudulent Transaction, following settlement, shall be resolved in accordance with the RBI's notification RBI/DPSS/2019-20/174 DPSS.CO.PD.No.1810/02.14.008/2019-20, dated March 17, 2020, DBR.No.Leg.BC.78/09.07.005/2017-18, dated July 6, 2017 read with RBI's notification DBOD. LEG. BC 86/09.07.007/2001-02 dated April 8, 2002 and other notifications, circulars and guidelines issued by the RBI in this regard from time to time.

Authorisation

By accepting these Terms of Use, you authorise us to hold, receive, disburse and settle funds on your behalf. Your authorisation permits us to generate an electronic funds transfer between the payment system providers and the escrow account to process each payment transaction that you authorise. Thereafter, you authorise us to transfer the payments received from your buyers to the bank account designated by you for this purpose at the time of registration. Your authorisation will remain in full force and effect until your Plancherry account is closed or terminated.

Support

Plancherry makes no guarantees to you in relation to the availability or uptime of payments and Plancherry is not obligated to provide any maintenance, technical or other support related thereto. Plancherry does not guarantee the availability, accuracy, completeness, reliability, or timeliness of any data or information displayed in connection with Plancherry. To the extent you choose to use Plancherry, you are responsible for your reliance on any such data or information. It is your responsibility to maintain appropriate alternate backup of all information and data, including but not limited to any information and data that you may provide to Plancherry in connection with your use of the services provided.

Settlements

You understand and acknowledge that Plancherry shall be receiving all the transaction money from your customer and it will be remitted to your account as per the below process.

In consideration of the Services rendered by us, you may be paying Plancherry a fee ("FEE") or a Subscription as the case may be.

If you are paying a fee or on the free tier, Plancherry reserves the right to charge a fee or revise the Fee periodically and will intimate you of any such change within a reasonable time. Plancherry reserves the right to levy additional fees on transactions undertaken through corporate cards.

If you are on Fee model, you will receive the amount (minus Plancherry's Fee) in your bank account within T+2 bank working days where T is defined as the date of intimation of the completion of the transaction (applicable only when you are on a percentage transaction fee). Plancherry shall be entitled to charge on the Fee, taxes applicable from time to time ("APPLICABLE TAXES").

Plancherry shall use good faith efforts to reconcile any reasonably disputed amounts within a reasonable time from the receipt of the Invoice Dispute Notice.

All risks associated with the delivery of the goods or service will solely be that of you and not of Plancherry. Also, all disputes regarding quality, merchantability, non-delivery, delay in delivery or otherwise will be directly between the seller and the buyer without making Plancherry and/ or the payment service providers, a party to such disputes.

Further, Plancherry also reserves the right to close, suspend, limit or put on hold the User's access to the account with Plancherry and/ or the funds available therein, including settlements pertaining to the User under inter alia the following scenarios:

If such User's KYC credentials are found to be ingenuine or fake;
If the User makes incorrect or untrue disclosure of the nature of its business, resulting in a merchant category code violation;
For violation of any of the provisions of these "Terms of Use";
For violation of any of the provisions of any other agreement that the User has entered into or might enter into with Plancherry; and
For violation of any of the applicable laws by such User.

Such right to close, suspend, limit or put on hold the User's access to the account with Plancherry shall continue till such time that such User submits genuine KYC documents or credentials to the satisfaction of the relevant authorities as per the extant rules, regulations or guidelines with regard to KYC, as well as to the satisfaction of Plancherry without prejudice to any other legal remedy that Plancherry is entitled to prefer as per applicable law.

Prohibited Services

You agree that you will not accept payments in connection with businesses, business activities or business practices, including but limited to the following:

Adult goods and services which include 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;
Alcohol which includes alcohol or alcoholic beverages such as beer, liquor, wine, or champagne etc.;
Body parts which include organs or other body parts;
Bulk marketing tools which include email lists, software, or other products enabling unsolicited email messages (spam);
Cable descramblers and black boxes which include devices intended to obtain cable and satellite signals for free;
Child pornography which includes pornographic materials involving minors;
Copyright unlocking devices which include mod chips or other devices designed to circumvent copyright protection;
Copyrighted media which includes unauthorized copies of books, music, movies, and other licensed or protected materials;i. Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
Copyrighted software which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
Counterfeit and unauthorized goods which include 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;
Drugs and drug paraphernalia which include illegal drugs and drug accessories, including herbal drugs like marijuana, salvia and magic mushrooms etc.;
Drug test circumvention aids which include drug cleansing shakes, urine test additives, and related items;
Endangered species which include plants, animals or other organisms (including product derivatives) in danger of extinction;
Gaming/ gambling which include lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;
Government IDs or documents which include fake IDs, passports, diplomas, and noble titles;
Hacking and cracking materials which include manuals, how-to guides, information, or equipment enabling illegal access to software, servers, website, or other protected property;
Illegal goods which include materials, products, or information promoting illegal goods or enabling illegal acts;
Miracle cures which include unsubstantiated cures, remedies or other items marketed as quick health fixes;
Offensive goods which include literature, products or other materials that inter alia :
Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors;
Encourage or incite violent acts; or
Promote intolerance or hatred.
Offensive goods which include crime scene photos or items, such as personal belongings, associated with criminals;
Pyrotechnic devices, combustibles, corrosives and hazardous materials which include explosives and related goods, toxic, flammable, and radioactive materials and substances;
Regulated goods which include 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;
Securities which include government and/ or public sector unit bonds, stocks, debentures or related financial products;
Tobacco and cigarettes which include cigarettes, cigars, chewing tobacco, and related products;
Traffic devices which include radar detectors/ jammers, license plate covers, traffic signal changers, and related products;
Weapons which include firearms, ammunition, knives, brass knuckles, gun parts, gun powder or explosive mixtures and other armaments;
Wholesale currency which includes discounted currencies or currency exchanges;
Live animals or hides/ skins/ teeth, nails and other parts etc. of animals;
Multi-level marketing collection fees;
Matrix sites or sites using a matrix scheme approach;
Work-at-home approach and/ or work-at-home information;
Drop-shipped merchandise;
Any product or service which is not in compliance with all applicable laws and regulations whether Central, state, local or international, including the laws of India;
The User providing services that have the potential of casting the us in a poor light and/ or that may be prone to buy and 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;
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);
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;
Businesses dealing in intangible goods/ services (e.g. software download/ health/ beauty Products), and involved in pyramid marketing schemes or get-rich-quick schemes;
Any other product or service, which in the sole opinion of either 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 the User from time to time. This shall be without prejudice to any other terms & conditions mentioned in these Terms of Use;
Mailing lists;
Virtual currency, cryptocurrency, 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;
Money laundering services;
Database providers (for tele-callers);
Bidding/ auction houses;
Activities prohibited by the Telecom Regulatory Authority of India; and
Any other activities prohibited by applicable law.

The above list is subject to additions/ amendments (basis changes/ amendments to applicable laws) by Plancherry without prior intimation to you.

Transaction Disputes

Transactions may be disputed anytime within up to 60 (sixty) days, from the date of transaction by a buyer. Disputes resolved in favour of a buyer may result in reversal of payment to such buyer. In the event of rejection/ suspension of payments to the seller, refunds and/or any other dispute relating to the transactions contemplated under these Terms of Use ("DISPUTED TRANSACTION"), on any grounds whatsoever, we will forthwith notify YOU of the same.

On such notification the YOU will conduct an internal review of such matter and will, within 5 (five) working days from receipt of notification, respond to us in writing either:

Requesting us to refund (refund request) the payment received by YOU in respect of such Disputed Transaction 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 Disputed Transaction.

All refunds shall be made to the original method of payment. In the event that the seller provides a Refund Request to us or fails to contest such Disputed Transaction within the aforesaid 5 (five) working days or contests Disputed Transaction without providing supporting documentation to us, payment service providers, Card Payment Network and/ or issuing institution's satisfaction, we will be entitled to recover the Refund Monies from credits subsequently made to your account with respect to payments made by the seller's buyers.

Indemnity

The User shall indemnify and hold Plancherry, its subsidiaries, affiliates, promoters, directors, employees, contractors, licensors and agents and any other related or third parties involved with Plancherry in any manner whatsoever, harmless from and against all losses arising from claims, demands, actions or other proceedings as a result of:

Fraud, negligence and willful misconduct by the User in the use of the Services;
Violation of applicable laws in the use of the Services and/ or in the conduct of the business of the Users;
Breach of the User's confidentiality obligations under these Terms of Use;
Disputes raised by a User's customer in relation to a transaction where such dispute is not attributable to the Services;
Penalties, fines, charges, or any other actions as a result of breach or violation of any the User's representations and warranties; and
Fines, penalties and charges imposed by the Acquiring Bank, Card Payment Networks or any Governmental Authority on account of transactions on the User's website or platform that are in violation of applicable law.

Limitation of Liability

Subject to the overall provisions stated above, you expressly understand and agree that Plancherry, its subsidiaries, affiliates, promoters, directors, employees, agents and licensors shall not be liable to you for:

Any direct, indirect, incidental, special, consequential, punitive or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or Services, or other intangible loss;
Any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertisement appears on the Services;
The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
Your failure to provide Plancherry with accurate Registration Data; or
Your failure to keep your password or account details secure and confidential.

The limitations on Plancherry's liability to you shall apply whether or not Plancherry has/ had been advised of or should have been aware of the possibility of any losses to you.

Force Majeure

Plancherry shall not be in breach of its obligation hereunder if it is delayed in the performance of, or is unable to perform (whether partially or fully) its obligations (provide the Services) as a result of the occurrence of a Force Majeure Event (defined below).

Force Majeure Event means any event, whatever be the origin, not within the reasonable control of Plancherry, which Plancherry is unable to prevent, avoid or remove or circumvent by the use of reasonable diligence. Force Majeure event shall include, but shall not be limited to, acts of god, acts, orders, directions of governmental/ regulatory/ judicial/ quasi-judicial/ law enforcement authorities/ agencies which hinders Plancherry from performing its obligations under any agreement, including these Terms of Use, with you, war, hostilities, invasion, armed conflict, act of foreign enemy, embargoes, riot, insurrection, labour stoppages, outages and downtimes systems failures experienced by a facility provider, revolution or usurped power, acts of terrorism, sabotage, nuclear explosion, earthquake, pandemic, epidemic, hacking or man in the middle attack or similar attacks/ intrusions, fires, typhoons, storms and other natural catastrophes.

Any payment obligations of Plancherry, in case of a Force Majeure event, shall be limited by and be subject to the fulfillment of the payment obligations of the partners banks/ financial institutions, counterparties and any other parties involved in or intrinsically linked to the provision of the Services of Plancherry.

Confidentiality

The User may receive or have access to certain confidential and proprietary information, including without limitation, information belonging and/or relating to Plancherry and its affiliates, marketing prospects, contractors, officers, directors or shareholders, personal data of customers of the User, financial and operational information, billing records, business model and reports, computer systems and modules, secure websites, reporting systems, marketing strategies, operational plans, proprietary systems and procedures, trade secrets and other similar proprietary information, including technical "know-how", methods of operation, business methodologies, software, software and technology architecture, networks, any other information not generally available to the public, and any items in any form in writing or oral, clearly identified as confidential ("CONFIDENTIAL INFORMATION").
The User (YOU) shall keep Confidential Information in confidence. The User shall use commercial, reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of the Confidential Information from public disclosure, and the User shall at all times maintain appropriate measures to protect the security and integrity of the Confidential Information. The User shall not, without Plancherry's prior written consent, divulge any of the Confidential Information to any third party other than the User's officers, employees, agents or representatives who have a need to know for the purposes of these Terms of Use. The User shall take all reasonable steps to ensure that all of its directors, managers, officers, employees, agents, independent contractors, whenever they are in possession of Confidential Information as part of this Agreement. The User shall use the Confidential Information solely in furtherance of and in connection with the Services contemplated under these Terms of Use. The User further agrees that the Confidential Information will not be used by him/ her and his/ her representatives, in any way detrimental to the interests of Plancherry. YOU hereby unconditionally and irrevocably agrees and undertakes to take all necessary measures to ensure that the User's website or any other computer system that is being used to effect Transactions by the usage of Services, do not store/ save any customer card or any other such related data. You further undertake that you shall be responsible for ensuring complete and absolutely privacy, anonymity and security of all customer data flowing through your systems during the usage of the Services by you.
Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the User with respect to any portion of Confidential Information which:
1. Was at the time received or which thereafter becomes, through no act or failure on the part of the User, generally known or available to the public;
2. Was at the time of receipt, known to the User as evidenced by written documentation then rightfully in the possession of the User or Plancherry;
3. Was already acquired by the User from a third party who does not thereby breach an obligation of confidentiality to Plancherry and who discloses it to the User in good faith;
4. Was developed by the User without use of the Plancherry's Confidential Information in such development; or
5. Has been disclosed pursuant to the requirements of applicable law, any governmental/ regulatory authority, judicial/ quasi-judicial authority provided however, that Plancherry shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.
You will notify Plancherry immediately upon discovery of any unauthorized use or disclosure of Confidential Information. You will cooperate with Plancherry in every reasonable way to help Plancherry regain possession of such Confidential Information and prevent its further unauthorized use.
Remedies: Parties acknowledge that irreparable damage may occur on breach of the terms and provisions set out in confidentiality paragraph. Accordingly, if the User breaches or threatens to breach any of the provisions set out in this paragraph, then Plancherry shall be entitled, without prejudice, to seek all the rights and remedies available to it under applicable law, including a temporary restraining order and an injunction restraining any breach of the provisions set out in this paragraph. Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available under applicable law or in equity.

Governing Law, Settlement of Disputes and Jurisdiction

These Terms of Use and any dispute or claim arising under it will be governed by and construed in accordance with the laws of India. YOU agree that any legal action or proceedings arising out of these Terms of Use or in connection with these Terms of Use may be brought EXCLUSIVELY in the competent courts/ tribunals having jurisdiction in Bengaluru, India and the Users irrevocably submit themselves to the jurisdiction of such courts/ tribunals.

YOUR PRIVACY IS EXTREMELY IMPORTANT TO US. UPON ACCEPTANCE OF THESE TERMS OF USE YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD AND UNEQUIVOCALLY ACCEPTED OUR POLICIES, INCLUDING THE PROVISIONS OF OUR PRIVACY POLICY.

You may address any complaints or discrepancies in relation to the processing (including storing and using) of your Personal Information (including Sensitive Personal Information) to [email protected] or call us at 080-45687516