1. INTRODUCTION

These Terms and Conditions (“Terms”) govern the access to and use of services provided under the brand Erupaiya, owned and operated by Innoplix IT Private Limited (“Company”, “We”, “Us”, or “Our”), by business entities, agents, distributors, and merchants (“Partner”, “You”, or “Your”).

By registering, onboarding, or using any of the Services (defined below), You agree to be legally bound by these Terms, applicable laws, and regulatory guidelines including but not limited to the Digital Personal Data Protection Act, 2023 (“DPDP Act”), RBI guidelines, NPCI regulations, and other applicable Indian laws.

2. DEFINITIONS

• “Services” shall include:
  • Micro ATM (“mATM”)
  • Mobile POS (“mPOS”)
  • Bharat Bill Payment System (“BBPS”) – Utility Payments
• “Customer” means end-users transacting through the Partner.
• “Personal Data” shall have the meaning assigned under the DPDP Act.
• “Sensitive Personal Data” includes Aadhaar data, biometric data, financial information, etc.

3. ELIGIBILITY & ONBOARDING

3.1 Legal Capacity and Eligibility
You represent, warrant, and covenant that:

1. You are either (i) a duly incorporated entity validly existing under the laws of India, or (ii) an individual who is at least 18 years of age and competent to contract under the Indian Contract Act, 1872;
2. You possess full legal capacity, authority, and requisite approvals to enter into and perform obligations under these Terms;
3. In case of a legal entity, the individual accepting these Terms on its behalf is duly authorized by way of board resolution, authorization letter, or equivalent instrument; and
4. Your registration, operation, and use of the Services shall not violate any applicable law, regulation, or third-party rights.

3.2 KYC, Due Diligence and Information Accuracy

1. You agree to furnish true, complete, current, and accurate information and documentation as may be required by the Company in compliance with applicable laws, including but not limited to Know Your Customer (KYC), Anti-Money Laundering (AML), and regulatory requirements prescribed by the Reserve Bank of India, UIDAI, NPCI, and other competent authorities.
2. Such information may include, without limitation:
   • Permanent Account Number (PAN)
   • Aadhaar number (where permitted by law and with valid consent)
   • Goods and Services Tax (GST) registration details
   • Bank account details and proof
   • Business registration documents, licenses, and address proof
3. You hereby consent to the Company undertaking verification, authentication, and due diligence checks, either directly or through third-party service providers, including credit bureaus, KYC agencies, or government databases, for the purpose of onboarding, risk assessment, and ongoing monitoring.
4. You shall promptly update the Company of any changes in the information provided and shall remain solely responsible for the accuracy and validity of such information at all times.
5. Any misrepresentation, suppression of material facts, or submission of false or misleading information shall constitute a material breach of these Terms and may result in immediate suspension or termination of Services, without prejudice to any other legal remedies available to the Company.

3.3 Right to Accept, Reject, or Suspend Onboarding

1. The Company reserves the absolute and unfettered right, at its sole discretion and without assigning any reason, to accept, reject, or defer any application for onboarding.
2. The Company may also:
   • Request additional information or documentation at any stage;
   • Conduct enhanced due diligence in cases deemed high-risk;
   • Impose conditions, restrictions, or transaction limits as part of onboarding approval.
3. he Company further reserves the right to suspend, restrict, or revoke onboarding or access to Services at any time if:
   • Any discrepancy or inconsistency is identified in the information provided;
   • There is suspicion of fraud, money laundering, or unlawful activity;
   • Required regulatory or compliance standards are not met; or
   • Continued association poses legal, reputational, or operational risk to the Company.
4. Such decisions shall be final and binding, and the Company shall not be liable for any loss, damage, or business interruption arising from such refusal, suspension, or termination.

4. SERVICES SCOPE

4.1 Micro ATM (mATM)

• Enables card-based transactions.
• Partner must ensure device security and PCI-DSS compliance (where applicable).

4.2 Mobile POS (mPOS)

• Accepts debit/credit card payments.
• Partner must not store card details or CVV information.

4.3 Bharat Bill Payment System (BBPS)

• Enables utility payments such as electricity, water, telecom, etc.
• Transactions are governed by NPCI BBPS guidelines.

5. PARTNER OBLIGATIONS

5.1 You shall:

• Comply with all applicable laws including RBI, UIDAI, NPCI, and DPDP Act.
• Conduct proper KYC of Customers.
• Maintain transaction records and logs.
• Not engage in fraudulent, illegal, or suspicious transactions.

5.2 You shall not:

• Misrepresent services to customers.
• Overcharge beyond prescribed fees.
• Store sensitive financial or biometric data unlawfully.
• Use the platform for money laundering, terrorism financing, or unlawful activities.

6. FEES, COMMISSIONS & SETTLEMENT

6.1 The Company may charge service fees or provide commissions as per mutually agreed commercial terms.

6.2 Settlement cycles shall be defined separately and may be modified by the Company.

6.3 The Company reserves the right to withhold payments in case of suspected fraud or regulatory concerns.

7. DATA PROTECTION & PRIVACY

7.1 Role of Parties

• The Company acts as a Data Fiduciary under the DPDP Act.
• The Partner acts as a Data Processor or independent Data Fiduciary depending on transaction context.

7.2 Lawful Processing
You agree that:

• Personal Data shall be processed only for lawful purposes connected to Services.
• Processing shall be based on valid consent obtained from Customers.

7.3 Consent Requirements

• You shall obtain clear, informed, and specific consent from Customers before collecting Personal Data.
• Consent must be capable of being withdrawn by the Customer.

7.4 Data Minimization

• Only necessary Personal Data shall be collected.
• No excessive or irrelevant data shall be processed.

7.5 Security Safeguards
You shall implement:

• Reasonable security safeguards to prevent data breach.
• Encryption, access control, and audit mechanisms.

7.6 Data Breach Notification

• Any data breach must be reported to the Company immediately (within 24 hours).
• The Company shall notify the Data Protection Board as required under DPDP.

7.7 Data Retention

• Personal Data shall be retained only as long as necessary.
• Data must be deleted upon purpose completion unless required by law.

7.8 Rights of Data Principals
You shall facilitate:

• Right to access information
• Right to correction and erasure
• Right to grievance redressal

7.9 Cross-Border Transfer

• Data transfers outside India shall comply with DPDP provisions and government notifications.

8. FRAUD PREVENTION & COMPLIANCE

8.1 The Company reserves the right to:

• Monitor transactions for suspicious activity.
• Suspend services upon detection of fraud.

8.2 You must report:

• Any suspicious or fraudulent activity immediately.

8.3 AML/KYC Compliance:

• You shall adhere to Anti-Money Laundering guidelines and RBI norms.

9. INTELLECTUAL PROPERTY

9.1 Ownership of Intellectual Property
All rights, title, and interest in and to the Services, including but not limited to the platform, software, source code, object code, application programming interfaces (APIs), algorithms, databases, user interfaces, design elements, documentation, and all trademarks, trade names, service marks, logos, brand features, and proprietary information associated with Erupaiya, shall vest solely and exclusively with Innoplix IT Private Limited or its licensors.
Nothing contained in these Terms shall be construed as granting, by implication, estoppel, or otherwise, any ownership rights or proprietary interest in the Intellectual Property to the Partner.

9.2 Limited License Grant
Subject to compliance with these Terms, the Company hereby grants to You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services and associated Intellectual Property solely for the purpose of availing and offering the Services in accordance with these Terms and applicable laws.
Such license shall be strictly restricted to the scope expressly permitted herein and shall not be deemed to confer any commercial exploitation rights beyond the intended use of the platform.

9.3 Restrictions on Use
You shall not, directly or indirectly:

• Copy, reproduce, modify, adapt, translate, or create derivative works of the Services or any Intellectual Property;
• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the software or systems;
• Sell, lease, sublicense, distribute, assign, or commercially exploit the Services or Intellectual Property in any unauthorized manner;
• Use the Company’s trademarks, logos, or brand elements without prior written consent, except as expressly permitted;
• Remove, obscure, or alter any proprietary notices, labels, or marks;
• Use the Services in any manner that infringes or misappropriates the Company’s Intellectual Property rights or those of any third party.

9.4 Brand Usage Guidelines
Any permitted use of the Company’s trademarks or branding shall be strictly in accordance with branding guidelines issued by the Company from time to time. The Company reserves the right to revoke such permission at any time without prior notice.

9.5 Feedback and Improvements
Any suggestions, feedback, or recommendations provided by You regarding the Services (“Feedback”) shall be deemed non-confidential and shall become the sole property of the Company. The Company shall be free to use, disclose, reproduce, or exploit such Feedback without any restriction or obligation to compensate You.

9.6 Enforcement
You acknowledge that any breach of this Clause may result in irreparable harm to the Company, for which monetary damages may be inadequate, and the Company shall be entitled to seek injunctive relief, in addition to any other remedies available under law.

10. LIMITATION OF LIABILITY

10.1 The Company shall not be liable for:

• Transaction failures due to bank/network issues
• Incorrect data entered by Partner
• Unauthorized transactions due to Partner negligence

10.2 Maximum liability shall be limited to the transaction value or fees charged, whichever is lower.

11. INDEMNITY

You agree to indemnify and hold harmless the Company from:

• Regulatory penalties due to your non-compliance
• Customer disputes arising from your actions
• Data breaches caused due to your negligence

12. TERMINATION

12.1 The Company may suspend or terminate access:

• For breach of Terms
• For regulatory compliance requirements
• For suspected fraud

12.2 Upon termination:

• Access to Services shall cease immediately
• Pending settlements may be withheld subject to investigation

13. CONFIDENTIALITY

You shall maintain strict confidentiality of:

• Customer data
• Transaction details
• Business and technical information

14. FORCE MAJEURE

14.1 Definition of Force Majeure Event
The Company shall not be liable for any failure, delay, interruption, or degradation in the performance of its obligations under these Terms if such failure or delay is caused, directly or indirectly, by events or circumstances beyond its reasonable control (“Force Majeure Event”).
Such events shall include, without limitation:

• Acts of God, including earthquakes, floods, fires, epidemics, pandemics, or other natural disasters;
• War (declared or undeclared), invasion, armed conflict, acts of terrorism, civil unrest, riots, or insurrection;
• Governmental or regulatory actions, orders, restrictions, embargoes, or changes in law or policy;
• Failure, disruption, or downtime of telecommunications networks, internet service providers, banking systems, payment networks, or third-party service providers;
• Power outages, system failures, cyber-attacks, hacking incidents, or technological disruptions not attributable to the Company’s gross negligence;
• Strikes, lockouts, or labor disputes not involving the Company’s workforce; and
• Any other event or circumstance beyond the reasonable control of the Company.

14.2 Suspension of Obligations
During the continuance of a Force Majeure Event, the Company’s obligations under these Terms shall be suspended to the extent affected by such event, and the timelines for performance shall be extended accordingly without any liability.

14.3 Mitigation and Resumption
The Company shall use commercially reasonable efforts to mitigate the impact of the Force Majeure Event and resume normal operations as soon as reasonably practicable, provided that the Company shall not be obligated to incur unreasonable costs or take extraordinary measures in doing so.

14.4 No Liability
The Company shall not be liable for any direct, indirect, incidental, consequential, or special damages, including loss of profits, revenue, business opportunities, or goodwill, arising out of or in connection with a Force Majeure Event.

14.5 Right to Terminate
If a Force Majeure Event continues for a period exceeding [30/60] days, the Company reserves the right to suspend or terminate the affected Services upon written notice, without incurring any liability.

15. GOVERNING LAW & JURISDICTION

15.1 Governing Law
These Terms, and any dispute, claim, or controversy arising out of or in connection with the formation, interpretation, validity, performance, breach, or termination thereof (including non-contractual obligations), shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

15.2 Exclusive Jurisdiction
Subject to Clause 15.3 below, the courts having competent jurisdiction at Pune, Maharashtra, India shall have exclusive jurisdiction to entertain, try, and adjudicate all disputes arising out of or in connection with these Terms.

15.3 Jurisdictional Carve-Out
Notwithstanding the above, the Company shall have the right to initiate proceedings, including but not limited to actions for injunctive or equitable relief, before any court, tribunal, or competent authority of appropriate jurisdiction, whether in India or otherwise, in order to protect its intellectual property, confidential information, or other proprietary rights.

15.4 Submission to Jurisdiction
The Parties irrevocably submit to the exclusive jurisdiction of the courts specified above and waive any objection to such jurisdiction, including any objection on the grounds of inconvenience of forum (forum non conveniens) or otherwise.

16. AMENDMENTS

The Company reserves the right to modify these Terms at any time. Continued use of Services constitutes acceptance of updated Terms.

17. GRIEVANCE REDRESSAL

17.1 Appointment of Grievance Officer
The Company shall designate and appoint a Grievance Officer in accordance with applicable laws, including the Digital Personal Data Protection Act, 2023 (“DPDP Act”), and any rules or regulations framed thereunder. The details of such Grievance Officer, including contact information, shall be made available on the Company’s platform or communicated to the Partner from time to time.

17.2 Scope of Grievances
The Grievance Officer shall be responsible for addressing and resolving complaints and grievances relating to, inter alia:

• access to and use of the Services;
• transaction-related issues;
• handling and processing of Personal Data under the DPDP Act;
• data breaches, unauthorized access, or misuse of information; and
• any other matters arising under these Terms or applicable laws.

17.3 Lodging of Complaints
Partners and Customers may raise grievances through such channels as may be prescribed by the Company, including email, web-based forms, or designated support systems. All complaints must contain sufficient details to enable proper identification and resolution of the issue.

17.4 Acknowledgement and Resolution Timelines

• The Company shall acknowledge receipt of a grievance within such time as may be prescribed under applicable law or, where not specified, within a reasonable period.
• The Company shall use commercially reasonable efforts to resolve grievances within the timelines prescribed under applicable laws, including the DPDP Act, or within a reasonable timeframe depending on the nature and complexity of the complaint.

17.5 Escalation and Regulatory Remedies
In the event a grievance is not satisfactorily resolved within the prescribed timelines, the complainant may escalate the matter in accordance with the Company’s escalation matrix or seek remedies before the appropriate regulatory authority, including the Data Protection Board of India, as applicable under the DPDP Act.

17.6 Record Maintenance
The Company shall maintain records of grievances, actions taken, and resolutions provided, in compliance with applicable laws and for such duration as may be required under statutory or regulatory requirements.

18. CONTACT DETAILS

Innoplix IT Private Limited
(Brand: Erupaiya)

• Email: [email protected]
• Address: 2nd, office no2, Mahesh Plaza, Mumbai Bangalore highway, Lodha hospital, Above KTM Showroom, Warje Malwadi, Pune, Maharashtra, 411058.

19. ACCEPTANCE

By using the Services, You acknowledge that You have read, understood, and agreed to these Terms and Conditions.