This Agreement describes the terms governing your use of the services provided to you on the Open platform, including content, updates and new releases, (collectively, the “Services”). It includes by reference.
• Additional Terms and Conditions, which may include those from third parties.
• Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, etc.
The customer and/or its representative shall accept these terms of service in connection with the registration to Open service, execution of a payment, or opening of an account for the customer, as applicable. Acceptance of these terms of service by the customer shall constitute the agreement between the parties relating to the subject matter set out herein.
For the purpose of these Terms, the following words and phrases shall have the meaning assigned to them under this Article.
"Services" means the service provided by Open and Service Providers/banking partners to Users.
Shall mean any person who is boarded on the Open platform for using this Website and/or who transacts or avails of the Services through this Website. The term "User" shall also cover such personnel of any User who are authorized to avail of the Services on behalf of the User with full rights or limited rights login.
2.2 Nodal Account
Means such bank account maintained by Open as required by the RBI Guidelines.
Means any person to whom a payment is made, using the Services, (and the term includes a User who uses the Services to receive payment).
Means any person who makes a payment, using the Services (and the term includes a User who uses the Services to make payment).
Means any services or products which are purchased/ offered for sale by a User to third parties from time to time, using these Services.
2.6 Service Provider
Means a bank, association, company, partnership or any such facility provider whose facilities or services are utilized in the provision of these Services to Users through the Open platform.
Means a payment instruction that results in the successful transfer of monies (a) from a User to a Payee; or (b) from a Payer to a User.
2.7 Escrow Account
Shall mean and include all accounts and/or sub-accounts of the escrow account opened by the Client with the partner bank for the purpose of availing the Online Escrow Facility and for enabling the Customers to maintain Online Escrow Accounts.
2.8 Open Business Account
A business account created by an Open customer for executing any kind of online payment transactions, powered by ICICI Bank Ltd (hereinafter referred to as the “Bank”), opened afresh through Open platform or by connecting an existing User Bank account through the Open platform. The terms governing the current account and various related banking facilities shall be as detailed in www.icicibank.com .
2.9 Open Collection Account
A virtual account created upon registration which shall be the collection account for payment gateway and other collection transactions. The account allows a collection upto INR 50,000 prior to the activation of a new business account or connecting an existing account. However, withdrawal of money will not be possible unless a business account is connected. In the event of failure of activation/connecting a business account to the Open account, such collected amount shall be refunded to the source. The payment transactions relating to the collection and settlement through Nodal Accounts shall be governed by the Payments Settlements Act 2007, and Open shall be an intermediary providing technology solutions for effective settlement flow.
Use of the service is available only to persons who can form legally binding contracts under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to use the service. You represent and warrant that you are at least 18 years old and all information you submit is true, accurate and complete while registering the account on service. If you are a minor i.e. under the age of 18 years, you shall not register as a user of the service and shall not transact on or use it.
In order to avail the Services, User must be registered with Open and the Service Providers, including the Bank for business account. User shall provide Open/ Bank with all such documents as may be required for complying with the KYC norms of the partner banks and as per the RBI mandate.
By registering with Open, User agrees to provide true, accurate, current and complete information failing which Open and Bank may at any time reject User's registration and terminate his right to use or access the Website and/or Services. When User registers with Open, a User Account will be created, that is associated with User's user name, password and other identifying information. User shall be responsible for anything that happens through his User Account.
Based on the services availed and the plan selected, applicable fees shall be charged as per the Fee schedule . Open reserves the right to change the fee policy applicable to such paid registration. Changes to the fee policy will be posted on the Application and such changes shall become effective immediately after they are posted on the Application.
User shall act in compliance with all laws, rules and regulations and shall at all times comply with the guidelines set by Visa/Master Card/ acquiring banks/ Service Providers.
User shall not sell, provide, exchange, or otherwise disclose to third parties or use themselves (other than for the purpose of completing a Transaction, or as specifically required by law) any personal information about any third party, including the account details and mobile number, without obtaining the prior written consent of such third party.
User shall take all precautions as may be feasible or as may be directed by Open to ensure that there is no breach of security and that the integrity of the link between their systems/ site, the Website and the payment mechanism is maintained at all times. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the User and the User shall indemnify and keep indemnified Open and the Service Providers from any loss as may be caused in this regard.
User shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) as may be due.
A User shall use the information regarding a Payee/ Payer (including name, address, e-mail address, telephone numbers and other data) conveyed to him whist using the Services, only for the purpose of completing the Transaction for which it was furnished, and not to sell or otherwise furnish such information to others unless he has an independent source of such information or obtains the express consent of such Payee/ Payer.
A User shall inform Open of any change in his email address, mobile number, address, ownership or legal status or his cessation of business in writing 30 working days in advance of such change.
User agrees and undertakes that availing any third party Services on Open shall be at the sole discretion of the User and post agreeing to their terms and conditions and shall not hold Open responsible for any damages for shortage of service or quality of service.
Open shall comply with all provisions regarding protection of customer funds as set out by the Reserve Bank of India through its banking partnership agreements. However, it is also clarified that all business account funds are the sole responsibility of the Bank and shall be governed by the related guidelines of the Bank and RBI.
Funds on the account do not expire, and no interest is paid on the funds. The funds in the Open collection account belong to the account holder. Funds in the business account shall also belong to the holder, subject to applicable Bank charges.
Open has the right to conduct inspections, audits and/or impose additional conditions or restrictions relating to the customer or the use of customer’s payment account, including establishing a reasonable reserve amount to cover potential chargebacks and related fees and sanctions, as well as limiting the right of the customer to claim monies from the payment account when required.
Open shall exercise reasonable caution and checks in onboarding third party service providers; However the User acknowledges and agrees that the specific transaction risks shall be governed by the terms conditions between the User and the Service Provider
Open shall be responsible for Services directly provided to the User and the terms of this agreement shall govern the service delivery and completion.
Open does not provide any banking services regulated by the Reserve Bank of India
In consideration of the Services rendered by Open to the User, the User shall pay to Open a fee as specified in the scheduled intimated and accepted from time to time.
Open shall deduct its transaction fees plus service tax per successful Transaction, and make available the remaining balance of the Transaction Amount to User for payments or for transfer to the business account. All other taxes, duties or charges shall be borne and paid by User, unless otherwise agreed between the Parties. Open reserves the right to alter / modify / change the discount / commission rate at its discretion. Open also reserves the right to forthwith revise the transaction fee payable in the event of any revision in the rates charges by the acquiring banks or card associations or guidelines issued by the RBI from time to time.
It is hereby agreed and acknowledged by the Parties that the transaction fees charged by Open in respect of a Transaction that has been confirmed shall not be returned or repaid by Open to the User or any other person irrespective of the Transaction being rejected, charged back, refunded or disputed.
User shall be responsible for any miscommunication or incorrect User/ third party/ other information that may be provided to Open at the time of enabling the Services for the User.
Open/ Service Provider reserve the right to impose limits on the number of Transactions which may be charged on an individual credit card or other account during any time period, and reserve the right to refuse to make payments in respect of Transactions exceeding such limit. Open/ Service Provider also reserve the right to refuse to make payments in respect of Transactions by Users with a prior history of questionable charges.
Subject to the provisions stated herein and as specified by Open from time to time, the User will not hold Open liable in case of any improper/ fraudulent/unauthorized/ duplicate/erroneous use of his mobile and/or the web based access. Open will also not be liable for any consequences connected with the use/ misuse of User's mobile/ e mail account by any third party. If any third parties gain access to the Services, the User will be responsible and shall indemnify Open against any liability, costs or damages arising out of such misuse / use by third parties based upon or relating to such access and use, or otherwise.
The User shall be fully liable for: (a) any unauthorised use of his mobile/ email account; and/or (b) all authorised Transactions on his mobile/email account.
Amount collected through payment gateway with a confirmed chargeback from the Service Provider shall be refunded to the source from where the Payer made the transaction. The User shall pay the money to Open if the amount has already been settled to the User's account prior to the chargeback.
(a)Any payments by a User/ Payer using the Services, which is returned by the acquiring bank for any reason whatsoever.
(b)Any charge/debit arising out of any alleged hacking breach of security or encryption that may be utilized by Service Provider/ Open/ Payee from time to time.
(c)Any Transaction that is unsuccessful.
Open shall have the right to indefinitely suspend or block access to your membership on the Application and/or refuse to provide you access to the Application if:
User shall keep Open indemnified from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses,) or any other loss that may occur, arising from or relating to any claim, suit or proceeding brought against Open by another User/ Service Provider/ third party for reasons including, but not limited (i) a breach, non-performance, non-compliance or inadequate performance by the User of any of the terms, conditions, representations, obligations or warranties made by him; (iii) any acts, errors, misrepresentations, willful misconduct or negligence of the User, or his employees, subcontractors and agents in performance of their obligations under these Terms.
The User shall comply with all such terms and conditions as Open or any Service Provider may prescribe from time to time with regard to the Services. All Transactions effected by or through this Website, shall constitute legally binding and valid transactions when done in adherence to and in compliance with the terms and conditions prescribed by Open or Seller/ Service Provider.
User agrees not to disclose or attempt to use or personally benefit from any non-public information that he may learn on the Website or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through no action of your own. If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, you agree to promptly and diligently notify Open and cooperate fully with Open in protecting such information to the extent possible under applicable law.
Open may access, preserve and disclose any of your information if required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Open or to comply with legal process, (ii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iii) protect the rights, property or safety of Open, its Users or members of the public.
Limitation of Liability
User acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the website and services, remains with you. Neither Open nor any other party involved in providing or delivering the website or services will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute services, or in connection with these terms, as a result of your use of the website or services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not open has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.