Terms and Condition

Last updated: 21th August, 2024

This document is an electronic record in terms of the Information Technology Act, 2000 and rules thereunder as applicable and amended from time to time, including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. This electronic record is generated by an electronic system and does not require any physical or digital signatures.

By accepting the terms and conditions on the website of https://www.rudrax.com (“Payomatrics Website”) or by accessing, using, or availing any part of the Service, the users (“You”/ “Merchant”) expressly agree to and consent to being irrevocably bound by these “Terms and Conditions” and all of the terms set out herein. A reference to You shall also mean and include Your organisation, as the case may be. If You do not agree with any of these Terms and Conditions, You must immediately cease accessing and/or using the Payomatrics Website or other portals, or the Services being provided under these Terms and Conditions. Your continued use of the Payomatrics Website signifies Your confirmation to these Terms and Conditions. You may also review this webpage periodically to be updated on the current version of the Terms and Conditions.

Your acceptance of these Terms and Conditions will operate as a binding agreement between You and Payomatrics Payments India Private Limited, a company incorporated under the Companies Act, 2013 and having its registered office at 1st floor, Essae Vaishnavi Summit, 7th main 80 Feet Road, Koramangala 3rd Block, Bangalore, Karnataka, India, 560034 ("Payomatrics" or “Us”) in respect of Your use of the Services.

Payomatrics’s Privacy Policy is provided separately on the Payomatrics Website and is an integral part of these Terms and Conditions. Thus, while accepting these Terms and Conditions, You are confirming that you have read and unequivocally accepted our Privacy Policy.

Registration

Depending on the services to be availed, You may have to register on the Payomatrics Website before accessing the complete dashboard made available to You for the rendition of Services by Us to You.
By using the Services, You represent and warrant that you are above the age of 18 (eighteen) years, are an Indian citizen, a legal resident of India or a business entity authorised to conduct business in India, and are qualified to enter into a legally binding contract, including the Indian Contract Act, 1872. If you are not eligible to enter into any contract, then please discontinue use of the Platform and leave now
You must disclose the exact business category(ies) for which you will be utilising the Services.
The registration on the Payomatrics Website does not in any event empower You to use the Services unless You have accepted the appropriate agreement for Services. The terms and conditions for the rendition of Services shall be governed by another applicable appropriate agreement such as a payment aggregation service agreement or a payout service agreement executed between You and Us.
However, for any reason whatsoever You choose to activate the Services without first accepting the applicable appropriate agreement, it would be deemed that You have also accepted the appropriate terms of the appropriate agreement impliedly by Your conduct to accept the Services, and shall be bound by such terms. We shall have all right, title, and interest in enforcing the terms and conditions of such appropriate agreement. The terms of service are provided in these Terms and Conditions, the General Terms and Conditions to Payomatrics Services – Schedule A read with Special Terms and Conditions to the specific services.
The details that You have utilized for the creation of the login ID and password are privy to You. We have no manner to access the details of Your Login ID or Password. You would be solely responsible for sharing Your login ID or password with anyone other than Yourself.
The login ID and passwords are key to the Dashboard and acceptance of Services. The access granted to a person through login ID and password will empower to switch on and switch off the Services, move funds and pass on instructions to Us which We would rely upon to process the transactions. In such a scenario, You should ensure that the Login ID and Password are preserved and are shared with a trustworthy person within the organization.
You shall regularly update the passwords.
The login ID can be used by the Merchant to interact/communicate with Payomatrics and submit information/data to Payomatrics, including KYC.
You shall also have the right to create new login IDs and password with Payomatrics through the Dashboard or email.

Completion of KYC Details and Acceptance of Contract

Your onboarding with Payomatrics shall take place in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the RBI or any other regulatory authority.
You shall be required to submit to Payomatrics all the necessary documents and details as may be required by Payomatrics to complete Your onboarding in accordance with our internal Merchant Onboarding and Know Your Customer Policy as well as guidelines prescribed by the RBI or any other regulatory authority.
Your failure to share the required documents or details in accordance with our internal Merchant Onboarding and Know Your Customer Policy shall entitle Payomatrics to put Your onboarding on hold. Payomatrics may also refrain from providing access to the Payomatrics Platform or Services in the event, You fail to provide such documents as required by Us. Payomatrics may choose to on a case-to-case basis activate certain Services in case the documents as sought by Us are not provided by You. However, such an accommodation will not entitle You to continue with the use of Services unless the KYC exercise is completed in accordance with the applicable law
You shall be required to submit to Payomatrics all the necessary documents and details as may be required by Payomatrics or the partner bank to complete KYC and on-boarding. You undertake that all information, documents, and declarations provided by You to Payomatrics are true, correct and with authorisation.
You warrant that You or Your affiliates or your respective beneficial owners are not politically exposed persons in accordance with the Master Direction – Know Your Customer (KYC) Direction 2016, as amended from time to time.
We may choose to call for further or additional documents or require You to resubmit the document for verification of Your details during the course of the rendition of Services.
Failure to provide correct details or to not to provide relevant details or to cheat Payomatrics to provide Services by providing false information, would entitle Payomatrics to terminate the Services with immediate effect and without any notice whatsoever. Payomatrics shall also be entitled to hold the settlement amount for a period of at least 180 (one hundred and eighty) days from the date of termination of Services or until such date that it deems fit and proper whichever date is later.
You agree that by using the Payomatrics Website and by availing the Services, You have provided certain information and details, including any personal data or sensitive personal data (“Merchant Information/Information”) to Payomatrics. You hereby authorise Payomatrics to share Your Information and details with all parties, including the Acquiring Banks, as may be necessary for providing the Services or generally otherwise. You expressly agree that Payomatrics has the right to share your Information to third parties, to exercise Payomatrics's rights and obligations under contract or applicable law. You also agree to receive communication through all written channels, from Payomatrics and/or third parties. If You do not wish to accept such communication(s), You must notify Payomatrics of the same, and such notification shall be applied prospectively, and shall not be applicable in respect of Your information and details already shared based on Your consent under this clause.
You shall also accept the agreement and other terms and conditions of Services that we require You to accept in respect of a Service or a transaction, including those listed in the General Terms and Conditions, Annexures and Schedules below.
You shall not, in any event, undertake Services of Payomatrics for the business as enlisted in Attachment A to these Terms and Conditions. You shall not use the Services or permit anyone, including Customers, to use the Services for any illegal or fraudulent transactions. You shall also not misrepresent that You shall take Services for a line of business that is permitted and not disallowed by Payomatrics but instead use the Services for a Negative, Risky and Restricted Categories of business as enshrined in Attachment A. In case You showed any indulgence by using the Services of Payomatrics for the Negative, Risky and Restricted Categories of business, Payomatrics shall be free to take appropriate legal remedy against You and all the necessary steps available to it in law. Payomatrics shall be free to report Your indulgence in the Negative, Risky and Restricted Categories of business to the relevant authorities for necessary action.
If You modify your business activities, the continued use of the Services will not be construed as an implied acceptance by Payomatrics for providing Services for Your modified business activities.
You agree and accept that Payomatrics may, at its sole discretion, and at any time, without any notice or liability, suspend, terminate or restrict Your access to all or any component of the Payomatrics Website, Payomatrics Platform, Dashboard and/ or Services or any reason whatsoever.

Access to Dashboard

After You have registered on the Payomatrics Website, Payomatrics will provide you with the access to Payomatrics Platform and the Dashboard. With access to Dashboard, You would be able to activate and deactivate Services that You wish to receive or no longer wish to receive from Us.
The Dashboard will be accessible through the login ID and password. Anyone who will have access to the login ID and password will be able to manage and control the Services and the transactions. In such a case, You should determine who has the access to the login ID and password to the Dashboard.
We shall make the Services available through the Dashboard once We have received all the KYC-related documents and You have accepted the terms and conditions to the agreement in respect of the appropriate services.
You may also send instructions and/or information to Payomatrics through the Dashboard or Payomatrics Platform, and Payomatrics shall consider them to be valid and legal instructions and/or information from You. Payomatrics shall not inquire whether such instructions and/or information has been duly and validly issued to Payomatrics by You. You shall not dispute the instructions and/or information so issued.
You shall be solely responsible to supervise the status of Transactions and download reports from the Dashboard on a regular basis.

Contents of Payomatrics Website

The contents of the Payomatrics Website are proprietary to Payomatrics and You will not have any authority to claim any intellectual property rights, title, or interest in the contents of the Payomatrics Website.
The structure, colour, and other creative details of the Dashboard are proprietary to Payomatrics and You will not have any authority to claim any intellectual property rights, title, or interest in the creative details of the user interface of the Dashboard.
You and We acknowledge that any trademarks, copyrights or patents used or adopted by a Party in the conduct of its business are the sole property of the respective owners.
Except as expressly set out no assignment of or license under any trademark or service mark or any other Intellectual Property Right, whether registered or not, owned or controlled by a Party is granted to the other under these terms and conditions.
Nothing contained herein shall authorize the Parties to use, apply, invade or in any manner exploit or infringe the Intellectual Property Rights of the other Parties without the prior written consent of the other Party, and the user shall be in compliance with the Terms and Conditions and such approval and policies as may be notified from time to time. In addition, the Parties undertake not to infringe the Intellectual Property Rights of any third party.
No Party may, under any circumstances, seek to register any trademark, business name, business processes, inventions, company name, or domain name using or incorporating the Intellectual Property of the other Party.
Each Party acknowledges that upon Payomatrics ceasing to provide the Services to You, it shall have no right whatsoever in connection with the Intellectual Property of the other Party.
It is agreed between the Parties that during the Term any promotion or publicity of the Service would always carry ‘Merchant’ and ‘Payomatrics’ service marks or the appropriate Merchant and Payomatrics marks as may be agreed between the Parties.

API Integration with Payomatrics

You shall not integrate with Payomatrics for any Services or use any plugins or other software development kits unless You have completed the KYC and entered into an appropriate agreement with Us. In case You choose to integrate Services without complying with this clause, Your Services would be liable for termination by Payomatrics with immediate effect.
Payomatrics has integrated the Payomatrics Platform with several financial institutions. The integration of the Payomatrics Platform is done in accordance with the documentation of the Application Programming Interface (‘API’) so provided by the financial institutions.
You may choose to integrate with the APIs provided by Payomatrics in accordance with the documentation provided by Payomatrics for such integration. You shall be responsible for such integration with the Payomatrics Platform.
Payomatrics shall be responsible for the maintenance, development, and management of the Payomatrics Platform. Payomatrics shall also ensure to secure the Payomatrics Platform secure in accordance with the prescribed guidelines from time to time by financial institutions or RBI or any other regulator. Payomatrics shall ensure to take steps related to business continuity and disaster recovery of the Payomatrics Platform in accordance with prescribed guidelines.
You shall ensure that Your website or its web application is secured in accordance with the prescribed guidelines issued by the RBI from time to time. You shall not store any card data on Your website or web application. You shall avail tokenization services for processing the transactions, and Payomatrics shall not be responsible to procure tokenization serviced for You.
An incident related to breach of data or breach of security shall be informed by the Parties to each other within 24 (twenty-four) hours of such an incident.
You shall take due steps to ensure that the transactions are monitored for fraud and anti-money laundering activities in accordance with applicable law.
You shall also take due steps to ensure that the there is no breach of security of integrity of the link between the Merchant Site and the payment gateway of Payomatrics and/or the Acquiring Bank as the case may be.
You shall also ensure that there are proper encryption and robust security measures to prevent any hacking into Customers information and other data.
You shall ensure that it keeps logs of all the transactions and necessary details about Your Customers that are availing goods or services from Your platform in a manner prescribed by applicable laws, and it obtains proper consent for use of such information about the Customer for delivery of goods and rendition of services.
Payomatrics may call upon You to share the relevant information about the transactions with the Customer or the information gathered by You about the Customer for Your internal audits, or in case such information is required to undertake any investigation about fraud or illegal activity by a law enforcement agency or the regulators.
Payomatrics shall provide You the encryption key or an activation key for activation of the Services. You shall not share the encryption key or an activation key with any other person or use the activation key to activate integration on a website or web application or any third party or website other than the Your website.

Fraudulent Transactions

You shall not engage in any form of fraudulent transactions and use the Services of Payomatrics for perpetrating a criminal offense in any manner thereof. Any scheme or structure to defraud the Customer by You while using Services of Payomatrics shall be reported to the relevant law enforcement authorities. Payomatrics shall also keep a right to terminate such Services in such a case.
In the event, Payomatrics is intimated, by the Acquiring Bank or a Card Association, that a Customer has reported an unauthorized debit of the Customer's payment instrument, then Payomatrics 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 fraudulent transaction results in a Chargeback, then the Chargeback shall be resolved in accordance with the provisions relating to Chargeback under these Terms and Conditions and the appropriate agreement.
Further, Payomatrics also reserves the right to close, suspend, limit or put on hold the access to Your account with Payomatrics and/ or the funds available therein, including Settlements Amount under any of the following scenarios:
- If such Your KYC credentials are found to be ingenuine or fake;
- If You make an 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 and Conditions;
- For violation of any of the provisions of any other agreement that the You have entered into or might enter into with Payomatrics; or
- For violation of any of the applicable laws by You.
Such right to close, suspend, limit or put on hold the Your access to the account with Payomatrics shall continue till such time that You submit genuine KYC documents or credentials to the satisfaction of the relevant authorities, as well as to the satisfaction of Payomatrics without prejudice to any other legal remedy that Payomatrics is entitled to prefer as per applicable law.
It is agreed between the Parties that in the event any amount to be received from You by Payomatrics due to excessive Chargeback or refund or any other issues relating to any complaints of the Your Customers and is over and above the amount which has been withheld by Payomatrics, Payomatrics shall have a right to raise an invoice relating to such payments to be made and You agree to make payments of such invoice within a period of 15 (fifteen) days of receiving the invoice. Such unpaid amounts by You shall be subject to interest, chargeable at the rate of 12% (twelve percent) per annum.

Dormant Accounts

If You do not access the Dashboard or undertake any Transactions for a period of 3 (three) months, Payomatrics shall reserve the right to close your account and revoke access to the Dashboard, Payomatrics Platform and/or Services.

Representations & Warranties

You represent, warrant, and undertake that:

You are duly organized and validly existing under the laws of the jurisdiction in which You are established.
You have the requisite power and authority to execute, deliver and perform Your obligations under these Terms and Conditions.
Your obligations hereunder constitute a legal, valid, binding, and enforceable obligations.
The consummation of the transactions contemplated herein do not breach Your organizational documents or any law, provisions of any contract or order of court applicable to it and do not require any applicable governmental approval.
You are not engaged in any business which is outlined in the list of the Negative, Risky and Restricted Categories of business as provided under Attachment A to these Terms and Conditions and shall not during the term of the Service indulge in business stated in the list of the Negative, Risky and Restricted Categories of business.
You shall not use the Payomatrics Website, Payomatrics Platform, Dashboard or Services for any unlawful or illegal purpose.
You shall comply with all applicable laws.
You shall comply with all Card Association Rules.
You hold informed consent of Customers to share their information with Payomatrics 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.
You shall, within 2 (two) Business Days, or such shorter period prescribed by any authority, provide all the information documents and assistance as maybe required by Payomatrics for (a) its internal risk assessment or ongoing due diligence; or (b) sharing with authorities including law enforcement authorities.
You are solely liable for (a) delivery of Merchant Services as per terms agreed with the Customer; and/or (ii) any Chargeback, claim, dispute, cost or liability which may arise in connection to Merchant Service or be incurred by Payomatrics or Acquiring Bank in connection with the Merchant Service.
You must ensure that the Customers accept the Your terms, conditions and privacy policy before availing the Merchant Services.
You must display the price of the Merchant Services conspicuously and clearly on the Merchant Site.
You must maintain a fair return, cancellation or adjustment policy in accordance with type of business.
You must clearly disclose Your return or cancellation policy to Customers at the time of purchase
You shall not provide Cash Refunds to Customers unless required under applicable law.
You shall not accept payments from any other place of business which are not ratified by Payomatrics.
You shall not discriminate against any specific Payment Instrument. It is hereby clarified that promoting a specific payment instrument shall not be deemed to be discriminating against other payment instruments.
You have direct legal commercial arrangement with the authorized Bharat Bill Payment Operating Units (BBPOUs) to offer bill/utility payment services to the Customers.

Confidentiality

You acknowledge and agree that in connection with the Services, the You shall not disclose to any third party, any Confidential Information of Payomatrics that You may have access to during and in connection with Services hereunder.
You shall ensure that neither the You or any of any of your employees (or of the organisation) shall reverse engineer, decompile or disassemble any software shared/disclosed by Payomatrics.
You acknowledge that monetary damages may not be a sufficient remedy for unauthorized disclosure of any Confidential Information and that Payomatrics shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper.
You will notify Payomatrics immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of these Terms and Conditions. You will cooperate with the other party in every reasonable way to help Payomatrics regain possession of such Confidential Information and prevent its further unauthorized use.

Indemnification

You hereby undertake and agree to indemnify, protect against liability and hold harmless Payomatrics, its affiliates, and their respective directors, employees, officers, agents, representatives, contractors and sub-contractors against all actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of Payomatrics on a solicitor/attorney and own client basis), awards, damages, losses and/or expenses, however, arising in relation to:

any claim or proceeding brought by any banks or other partners in the payments eco-system, law enforcement authorities and regulators, or any other person against Payomatrics in respect of any act, deed, negligence, omission, misrepresentation, default, misconduct, non-performance or fraud by the You, Your employees, contractors, agents, Customers or any other person in relation to services rendered or goods sold by You;
any breach of these Terms and Conditions, the Privacy Policy, or any other terms, conditions, policies or guidelines provided by Payomatrics, any Card Association, or any bank;
any business undertaken which is listed in the Negative, Risky and Restricted Categories;
any breach of Confidential Information;
any actual or alleged violation of applicable laws or any Card Association Rules;
any wrongful or improper use of Services, Payomatrics Website or Payomatrics Platform, APIs or any other Payomatrics Property; or
any violation of the third-party rights.

Limitation of Liability

The aggregate liability of Payomatrics to You from any cause whatsoever shall not, in any event, exceed the sum equivalent to the preceding 1 (one) month’s aggregate Consideration earned by Payomatrics from the date of occurrence of such liability. Payomatrics’s liability shall be proportionality reduced to the extent any loss or damage is contributed to by You or any third-party providers.
Provided that Payomatrics shall not be liable to You for any injury, death, loss, claim, act of God, accident, delay, or any direct, damages of any kind (including without limitation lost profits or lost savings), special, exemplary, incidental, punitive, indirect or consequential or direct damages, damages, whether based in contract, tort, strict liability or otherwise, that arise out of or is in any way connected with:
- loss of profits or business opportunities even if You have been advised in advance of the possibility of such loss, cost or damages;
- any failure or delay (including without limitation the use of or inability to use any component of the Payomatrics Website);
- any use of the Payomatrics Website or content;
- any damages to or viruses that may infect Your computer equipment or other property as the result of Your access to the Payomatrics Website or Your downloading of any content from the Payomatrics Website;
- any error by You in submitting payment instructions;
- any incorrect instructions issued by You for debit or credit of amounts;
- You providing inadequate or incorrect information;
- any collection, use, process and share of Your information and details with Your consent under these Terms and Conditions.
In no event shall Payomatrics be liable to the Customers or any third party.
In no event shall the Escrow bank or the Acquiring Bank be liable to You in relation to this Terms & Conditions or in relation to any claim by a third party.
Payomatrics (including its affiliates and their directors, officers, employees, agents, representatives, contractors and sub-contractors) shall not be liable for any of the following: (a) about which it did not have any actual or constructive knowledge; (b) shall not be liable for any Net Quantifiable Financial Benefit that arises to You for any loss suffered. The term Net Quantifiable Financial Benefit shall include an amount for which You would otherwise have been accountable to be assessed for taxation is reduced or extinguished because of the matter giving rise to such loss. (c) contingent liability of You unless such liability becomes due and payable; (d) You shall not be entitled to recover for the same event twice; (e) the amount that is recoverable by You from an insurance policy or from third parties; and (f) the amount for which provision, allowance, or reserve has been made.
For any links included in the Payomatrics Website which re-direct to any third-party websites, Payomatrics shall not be liable and/or responsible for hosting such links, or for any content, advertisement, products or services available on such third-party websites. You further agree and accept that You shall not hold Payomatrics liable for any actions, proceedings, claims, liabilities (including statutory liabilities), penalties, demands and costs (including without limitation, legal costs of a solicitor/attorney and own client basis), awards, damages, losses and/or expenses incurred due to use of such third-party website for any reason whatsoever.

Disclaimer

Payomatrics will make all reasonable efforts to provide uninterrupted service subject to downtime and regular maintenance. However, You acknowledge that Payomatrics Website, Services, and the Acquiring Bank’s Services may not be uninterrupted or error-free or free from any virus or other malicious, destructive, or corrupting code, program, or macro and Payomatrics and the Acquiring Bank disclaim all warranties, express or implied, written or oral, including but not limited to warranties of merchantability and fitness of the services for a particular purpose, and all services are provided on an “as is” basis.
You also acknowledge that the arrangement between one or more Acquiring Banks and Payomatrics may terminate at any time and services of such Acquiring Banks may be withdrawn. Payomatrics shall not be liable to You for any loss or damage whatsoever or howsoever caused or arising, directly or indirectly, including without limitation, because of loss of data; interruption or stoppage to the Customer’s access to and/or use of the Merchant Site, Services, interruption or stoppage of Payomatrics Website, hacking or unauthorized access to the Services, non-availability of connectivity between the Merchant Site and Payomatrics Website, etc.
Payomatrics shall not be responsible for any losses sustained through (i) the use of counterfeit or stolen bank cards, or stolen devices; (ii) fraudulent electronic transactions; or (iii) quality and service-related claims pertaining to the Merchant Services.
In addition Payomatrics and/or Acquiring Banks shall have no liability for any failure or delay in performing its obligations under this facility if such failure or delay: (i) is caused by the Your acts or omissions; (ii) results from actions taken by Payomatrics or the Acquiring Banks in a reasonable good faith to avoid violating a law, rule or regulation of any governmental authority or to prevent fraud on cardholders/accounts; or (iii) is caused by circumstances beyond Payomatrics control, including but not limited to vandalism, hacking, theft, phone service disruptions, Internet disruptions, loss of data, extreme or severe weather conditions or any other causes in the nature of force majeure event.
Payomatrics’s sole obligation and the Your sole and exclusive remedy in the event of an interruption in Payomatrics Website, or loss of use and/or access to Payomatrics Website, the Acquiring Banks Services, shall be to use all reasonable endeavours to restore the Services as soon as reasonably possible.