Terms and Conditions

1. Acceptance of Terms

Welcome to VaultPay Solutions Private Limited ("VaultPay," "we," "us," or "our"). These Terms and Conditions ("Terms") constitute a legally binding agreement between you (the "User," "Merchant," "you," or "your") and VaultPay Solutions Private Limited governing your access to and use of our payment gateway services, BBPS utility bill payment services, POS systems, payout APIs, QR code payment solutions, and related fintech services (collectively, the "Services").

By registering for, accessing, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, Refund Policy, and any other policies referenced herein. If you do not agree with any part of these Terms, you must immediately discontinue use of our Services.

These Terms apply to all users of the Services, including merchants, customers, businesses, and any other persons or entities that access or use the Services in any capacity.

2. Eligibility and Registration

2.1 Eligibility Requirements

To use our Services, you must:

• Be at least 18 years of age and have the legal capacity to enter into a binding contract.
• Be a registered business entity (sole proprietorship, partnership, LLP, private limited company, or public limited company) with valid business registration documents.
• Possess a valid Permanent Account Number (PAN) and Goods and Services Tax Identification Number (GSTIN).
• Have a valid business bank account in India.
• Comply with all applicable laws, regulations, and guidelines of the Reserve Bank of India (RBI), National Payments Corporation of India (NPCI), and other regulatory authorities.

2.2 Account Registration

To access our Services, you must:

• Complete the registration process by providing accurate, complete, and current information.
• Submit all required KYC (Know Your Customer) documents including business registration certificates, PAN card, GST certificate, bank account details, identity proof of authorized signatories, and address proof.
• Create a secure password and maintain the confidentiality of your account credentials.
• Notify us immediately of any unauthorized use of your account or security breach.

2.3 Account Verification

VaultPay reserves the right to verify your identity, business information, and bank account details. We may request additional documentation or information at any time. Your account may be temporarily or permanently suspended if verification is not completed satisfactorily.

2.4 Prohibited Users

You may not use our Services if:

• You are located in a country subject to international sanctions or embargoes.
• You are engaged in illegal activities, money laundering, terrorist financing, or any prohibited business activities.
• You have been previously suspended or banned from using VaultPay Services.
• You operate in restricted industries such as gambling, adult content, illegal drugs, weapons, counterfeit goods, or any business prohibited under Indian law.

3. Services Provided

3.1 Payment Gateway Services

VaultPay provides payment gateway integration enabling merchants to accept online payments via UPI, credit/debit cards, net banking, wallets (Paytm, PhonePe, Google Pay), NEFT, RTGS, IMPS, and EMI options. We facilitate secure transaction processing between customers, merchants, and acquiring banks.

3.2 BBPS Services

VaultPay operates as a BBPS (Bharat Bill Payment System) agent, enabling utility bill payments including electricity, water, gas, mobile recharge, DTH, broadband, FASTag, insurance premiums, loan EMIs, and other bill payment services as authorized by NPCI.

3.3 Payout API Services

VaultPay provides payout APIs for bulk disbursements, salary payments, vendor payments, refunds, commissions, and incentives via NEFT, RTGS, IMPS, and UPI. Real-time payout processing and settlement tracking are included.

3.4 POS Terminal Services

VaultPay offers Pine Labs POS terminals for card payments, UPI, contactless payments, EMI options, cloud-based reporting, and real-time transaction monitoring for retail and hospitality businesses.

3.5 QR Code Payment Solutions

VaultPay provides static and dynamic QR code payment solutions ing UPI, Bharat QR, and other digital payment methods for in-store and online transactions.

3.6 Service Modifications

VaultPay reserves the right to modify, suspend, or discontinue any aspect of the Services at any time with or without notice. We may also impose limits on certain features or restrict access to parts of the Services.

4. Fees and Charges

4.1 Transaction Fees

VaultPay charges transaction fees based on the type of service, payment method, transaction volume, and business category. Transaction fees are deducted from the settlement amount or billed separately as agreed in your merchant agreement.

4.2 Setup and Maintenance Fees

We may charge one-time setup fees, annual maintenance fees, API integration fees, and POS terminal rental/purchase fees as applicable. All fees will be communicated to you before account activation.

4.3 Third-Party Fees

You are responsible for any bank charges, payment network fees (Visa, Mastercard, RuPay), SMS charges, and other third-party fees associated with your use of the Services.

4.4 Fee Changes

VaultPay reserves the right to modify fees at any time with 30 days' prior notice. Continued use of the Services after fee changes constitutes your acceptance of the new fees.

4.5 Taxes

All fees are exclusive of applicable taxes including GST. You are responsible for paying all applicable taxes on the Services. VaultPay will issue invoices with GST as per Indian tax laws.

5. Settlements and Payouts

5.1 Settlement Cycle

Standard settlement is T+1 (next business day). We may offer instant settlement options for eligible merchants subject to risk assessment and additional fees. Settlement schedules may vary based on payment method, bank processing times, and regulatory requirements.

5.2 Settlement Amounts

Settlement amounts are calculated as: Gross Transaction Amount - Transaction Fees - Chargebacks - Refunds - Adjustments. Detailed settlement reports are available in your merchant dashboard.

5.3 Rolling Reserve

VaultPay may hold a rolling reserve (typically 5-20% of transaction volume) for a specified period to cover potential chargebacks, refunds, and disputes. Reserve requirements depend on business risk profile and industry.

5.4 Settlement Delays

VaultPay may delay settlements if there are pending disputes, chargebacks, suspected fraud, KYC verification issues, regulatory investigations, or violations of these Terms. We will notify you of any settlement delays.

6. Merchant Obligations

6.1 Compliance

You must:

• Comply with all applicable laws, RBI guidelines, NPCI regulations, PCI-DSS standards, and anti-money laundering (AML) regulations.
• Display clear pricing, refund policies, and terms of sale to customers.
• Honor all valid customer transactions and provide goods/services as promised.
• Not engage in deceptive, fraudulent, or illegal business practices.
• Maintain accurate business records and transaction documentation.

6.2 Security

You must:

• Implement SSL/TLS encryption on your website and payment pages.
• Protect API credentials, merchant IDs, and authentication tokens.
• Notify VaultPay immediately of any security breaches or unauthorized access.
• Not store customer card details without PCI-DSS compliance certification.
• Implement fraud detection and prevention measures.

6.3 Customer Service

You must provide adequate customer for transaction inquiries, refunds, and disputes. You are responsible for resolving customer complaints related to products/services, while VaultPay handles payment-related queries.

6.4 Prohibited Activities

You must not:

• Process transactions without customer authorization.
• Split transactions to avoid transaction limits or fees.
• Engage in money laundering, terrorist financing, or financial fraud.
• Process payments for illegal goods, services, or prohibited industries.
• Manipulate transaction data or falsify business information.
• Engage in deceptive marketing or mislead customers.

7. Chargebacks and Refunds

7.1 Chargebacks

A chargeback occurs when a customer disputes a transaction with their bank or card issuer. You are responsible for all chargebacks and associated fees (typically ₹500-₹1,000 per chargeback). VaultPay will deduct chargeback amounts from your settlements or invoice you separately.

7.2 Chargeback Process

When a chargeback is initiated, VaultPay will notify you and request ing documents (invoices, shipping proof, communication records). You must respond within the specified timeframe (typically 7-10 days). Failure to respond may result in automatic chargeback acceptance.

7.3 Refunds

You are responsible for processing refunds as per your refund policy. Refunds can be initiated through the merchant dashboard or API. Refund processing times are typically 5-7 business days. Transaction fees are non-refundable unless the transaction was fraudulent or processed in error.

7.4 Excessive Chargebacks

If your chargeback ratio exceeds 1% of total transactions, VaultPay may impose additional fees, increase rolling reserves, delay settlements, or terminate your account. We may also enroll you in chargeback monitoring programs.

8. Intellectual Property Rights

8.1 VaultPay Ownership

All intellectual property rights in the Services, including software, APIs, documentation, trademarks, logos, branding, and proprietary technology, are owned by VaultPay or its licensors. You may not copy, modify, distribute, sell, or create derivative works without our prior written consent.

8.2 Limited License

VaultPay grants you a non-exclusive, non-transferable, revocable license to use the Services solely for your business purposes in accordance with these Terms. This license terminates upon account closure or termination.

8.3 Merchant Content

You retain ownership of your business content (product descriptions, logos, trademarks). By using our Services, you grant VaultPay a worldwide, royalty-free license to use, display, and process your content solely to provide the Services.

8.4 Trademark Usage

You may display VaultPay payment logos/badges on your website to indicate accepted payment methods. You must not misrepresent your relationship with VaultPay or use our trademarks in a misleading manner.

9. Data Protection and Privacy

9.1 Privacy Policy

VaultPay's collection, use, and protection of personal data is governed by our Privacy Policy. By using the Services, you consent to our Privacy Policy and data processing practices.

9.2 Data Security

VaultPay implements industry-standard security measures including 256-bit SSL/TLS encryption, PCI-DSS compliance, two-factor authentication, role-based access control, and regular security audits. However, no system is completely secure, and we cannot guarantee absolute data security.

9.3 Data Sharing

We may share your data with banking partners (Yes Bank, Axis Bank, HDFC Bank, AU Small Finance Bank), payment networks (NPCI, Visa, Mastercard), technology partners (Pine Labs), regulatory authorities (RBI, NPCI), and service providers as described in our Privacy Policy.

9.4 Data Retention

We retain transaction data for a minimum of 7 years and KYC documents for 5 years as per RBI regulations. You may request data deletion subject to legal and regulatory retention requirements.

10. Limitation of Liability

10.1 Service Availability

VaultPay strives for 99.9% uptime but does not guarantee uninterrupted service. We are not liable for service downtime, network failures, server maintenance, bank system outages, or third-party service disruptions.

10.2 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

10.3 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VAULTPAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.4 Maximum Liability

VaultPay's total liability for any claims arising from your use of the Services shall not exceed the fees paid by you to VaultPay in the 12 months preceding the claim, or ₹50,000, whichever is lower.

10.5 Indemnification

You agree to indemnify, defend, and hold harmless VaultPay, its affiliates, directors, officers, employees, and agents from any claims, damages, losses, liabilities, and expenses (including legal fees) arising from: (a) your breach of these Terms, (b) your violation of any laws or regulations, (c) chargebacks and refunds, (d) your business operations, products, or services, or (e) infringement of third-party rights.

11. Termination

11.1 Termination by Merchant

You may terminate your account at any time by providing 30 days' written notice to VaultPay. You must settle all outstanding transactions, chargebacks, and fees before termination. Settlement of remaining funds may be subject to a holding period of 90-180 days.

11.2 Termination by VaultPay

VaultPay may suspend or terminate your account immediately if:

• You breach these Terms or any applicable laws.
• You engage in fraudulent, illegal, or prohibited activities.
• Your chargeback ratio exceeds acceptable limits.
• KYC verification fails or documents are found to be fraudulent.
• You fail to pay fees or outstanding amounts.
• Regulatory authorities require account suspension.
• We detect unusual transaction patterns or suspicious activities.

11.3 Effect of Termination

Upon termination: (a) your access to the Services will be revoked, (b) pending settlements will be processed subject to chargeback and refund reserves, (c) you must delete all VaultPay payment logos from your website, and (d) all licenses granted under these Terms will terminate.

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal proceedings, you agree to contact VaultPay to attempt informal resolution. We will work in good faith to resolve disputes within 30 days.

12.2 Arbitration

Any disputes that cannot be resolved informally shall be resolved through binding arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator mutually agreed upon by both parties. The seat of arbitration shall be Ludhiana, Punjab, India.

12.3 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India. Any disputes arising out of or related to these Terms shall be subject to the exclusive jurisdiction of the courts in Ludhiana, Punjab, India.

13. Miscellaneous Provisions

13.1 Amendments

VaultPay reserves the right to modify these Terms at any time. We will notify you of material changes via email or dashboard notification. Your continued use of the Services after changes constitutes acceptance of the modified Terms.

13.2 Entire Agreement

These Terms, together with the Privacy Policy, Refund Policy, and Merchant Agreement, constitute the entire agreement between you and VaultPay and supersede all prior agreements and understandings.

13.3 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

13.4 Waiver

VaultPay's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver shall be effective unless in writing.

13.5 Assignment

You may not assign or transfer these Terms or your account to any third party without VaultPay's prior written consent. VaultPay may assign these Terms to any affiliate or successor entity.

13.6 Force Majeure

VaultPay shall not be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including natural disasters, acts of war, terrorism, government restrictions, pandemics, strikes, or internet/telecom failures.

14. Contact Information

For questions, concerns, or regarding these Terms or the Services, please contact us: