CANCELLATION AND TERMINATION POLICY
1. PURPOSE
This Cancellation and Termination Policy ("Policy") sets out the terms and conditions governing cancellation, suspension, termination and discontinuation of services provided to merchants, business partners, customers and other users ("Customer" or "Merchant").
This Policy also sets out the process applicable to refunds arising from cancellation of an underlying transaction by a Customer.
2. SCOPE
This Policy shall apply to all Customers and Merchants who subscribe to or utilise the relevant technology platforms, APIs, dashboards, ERP solutions, and other technology-enabled services, subject to the terms of the applicable agreement entered into with the relevant Customer or Merchant.
In case of any inconsistency between this Policy and a specific written agreement executed with a Customer or Merchant, the terms of the executed agreement shall prevail to the extent of such inconsistency.
3. DEFINITIONS
For the purpose of this Policy:
"Services" means the technology and technology-enabled services provided to Customers and Merchants, including APIs, dashboards, ERP solutions, reconciliation tools, technical integration, reporting and other related services.
"Services" means discontinuation of the Services or cancellation of an underlying transaction at the request of the Customer or Merchant, as applicable.
"Termination" means cessation of the contractual relationship or Services in accordance with the applicable agreement or this Policy.
"Effective Date of Cancellation/Termination" means the date from which the relevant Services cease to be provided.
"Underlying Transaction" means a payment transaction relating to goods or services supplied by a Merchant to a Customer.
4. CUSTOMER-INITIATED CANCELLATION
4.1 A Customer or Merchant may request cancellation of the Services by providing written notice through the authorised communication channel specified in the applicable agreement.
4.2 The cancellation request shall contain sufficient details to identify the Customer or Merchant, account, Services and reason for cancellation, wherever applicable.
4.3 Unless otherwise specified in the applicable agreement, cancellation shall become effective after completion of the applicable notice period.
4.4 The Customer or Merchant shall remain liable for all fees, charges, dues, taxes and other amounts accrued up to the effective date of cancellation.
4.5 Cancellation of the Services shall not automatically extinguish any obligations or liabilities that accrued before the effective date of cancellation.
5. CANCELLATION OF SERVICES
Where a Customer or Merchant has subscribed to a specific technology service, API integration, dashboard, ERP module, reconciliation service or other service for a defined period, cancellation shall be governed by the commercial and contractual terms applicable to that service.
Unless otherwise expressly agreed in writing:
a. One-time implementation, integration, configuration or setup charges shall be non-refundable once the relevant work has commenced;
b. Subscription or service fees already utilised shall not be refundable;
c. Any outstanding invoices or charges shall remain payable notwithstanding cancellation; and
d. Cancellation shall not affect the right to recover outstanding dues or enforce any contractual remedy.
6. REFUND FOR CUSTOMER CANCELLATION
6.1 Where a Customer cancels an Underlying Transaction involving goods or services supplied by a Merchant, the refund amount shall be paid by the bank or other applicable payment service provider in accordance with the applicable transaction process, payment network rules, banking arrangements and regulatory requirements.
6.2 The refund shall be processed through the original payment method or such other method as may be permitted under applicable law and the relevant payment arrangements.
6.3 The timing of the refund shall depend on the processing timelines of the relevant bank, payment service provider, card network, payment network or other financial institution.
6.4 The Merchant shall be responsible for determining whether the Customer is eligible for a refund in accordance with the Merchant's applicable refund, return and cancellation terms.
6.5 A Customer's cancellation of an Underlying Transaction shall not automatically result in a refund unless the cancellation is accepted or otherwise qualifies for a refund under the applicable Merchant terms, transaction rules or applicable law.
6.6 Any applicable deductions, including taxes, processing charges, transaction charges, bank charges, payment network charges or other permitted costs, may be deducted from the refund amount in accordance with the applicable terms and law.
6.7 Refunds shall not be processed where the transaction is subject to fraud review, dispute, chargeback, investigation, regulatory restriction or any other circumstance that prevents or delays processing under applicable rules.
7. REFUND OF SERVICE FEES
7.1 Fees paid for Services shall be governed by the applicable commercial agreement.
7.2 Service fees already paid for Services that have been provided, activated, implemented, consumed or utilised shall generally be non-refundable unless otherwise agreed in writing.
7.3 Any refund of service fees, where applicable, may be subject to deduction of applicable taxes, processing charges, transaction charges, third-party charges or other non-refundable costs, as permitted under the applicable agreement and law.
7.4 Cancellation of an Underlying Transaction shall not create an automatic right to a refund of fees paid for Services.
8. COMPANY-INITIATED SUSPENSION OR TERMINATION
Access to the Services may be suspended or terminated, with or without prior notice where legally or contractually permissible, in circumstances including but not limited to:
a. breach of the applicable agreement, terms and conditions or this Policy;
b. submission of false, misleading, forged or materially incomplete information or documents;
c. failure to complete or maintain required KYC, KYB, compliance or due diligence requirements;
d. involvement in fraudulent, suspicious, unlawful or prohibited activities;
e. violation of applicable laws, regulations, regulatory directions or payment network rules;
f. misuse of the technology, API, dashboard, credentials or infrastructure;
g. activities that may create legal, regulatory, financial, operational, reputational or security risks;
h. non-payment of fees or other contractual dues;
i. unauthorised access, security incidents, cyber threats or attempts to compromise systems;
j. instructions, directions or requirements received from a bank, payment partner, regulator, law-enforcement authority or other competent authority; or
k. discontinuation of the relevant technology service.
9. IMMEDIATE SUSPENSION
Access to the Services may be immediately suspended where it is reasonably believed that continued access may:
cause financial or operational loss;
compromise system or information security;
facilitate fraud or unlawful activity;
result in regulatory or contractual non-compliance;
prejudice any party or service provider; or
expose any stakeholder to material risk.
Where reasonably practicable, the Customer or Merchant may be notified of the reason for such suspension.
10. TERMINATION FOR BREACH
Where a Customer or Merchant commits a material breach of the applicable agreement, written notice may be issued requiring the breach to be remedied within the period specified in such notice.
If the breach is not remedied within the prescribed period, the Services and/or applicable agreement may be terminated, subject to the terms of the relevant agreement.
Where the breach involves fraud, unlawful activity, cybersecurity risk, regulatory risk or any other circumstance requiring immediate action, the Services may be terminated without providing an opportunity to cure the breach, where permitted under applicable law.
11. EFFECT OF TERMINATION
Upon termination or cancellation:
a. access to the relevant Services may be disabled;
b. the Customer or Merchant shall cease using the APIs, dashboards, credentials, documentation and other proprietary technology, except where continued access is specifically authorised;
c. all outstanding amounts payable shall become immediately due and payable, subject to the applicable agreement;
d. the Customer or Merchant shall remain responsible for transactions, obligations, disputes, chargebacks, claims, refunds and liabilities attributable to the period before termination; and
e. termination shall not affect rights and obligations that by their nature are intended to survive termination.
12. DATA AND RECORDS
Upon cancellation or termination, Customer and Merchant data shall be handled in accordance with the applicable agreement, privacy policy and applicable laws.
Where required for legal, regulatory, audit, dispute resolution, fraud prevention or record-keeping purposes, relevant records may be retained for the period prescribed under applicable law or contractual requirements.
Information shall not be required to be deleted where retention is necessary to comply with applicable legal, regulatory or contractual obligations.
13. THIRD-PARTY SERVICES
Certain technology or payment-related services may depend upon banks, payment service providers, acquiring institutions, network operators, technology vendors or other third-party service providers.
Accordingly, cancellation, suspension or discontinuation of a third-party service may result in the corresponding Service being suspended or discontinued.
No liability shall arise for cancellation, suspension or discontinuation caused solely by a third-party service provider, bank, payment network, regulator or other external participant, subject to applicable contractual obligations.
14. NO AUTOMATIC CANCELLATION OF UNDERLYING TRANSACTIONS
Cancellation of a Customer's or Merchant's account or Services shall not, by itself, cancel, reverse or invalidate any Underlying Transaction, order, contract or service provided by the Merchant to its Customer.
Any refund, reversal, dispute or chargeback relating to an Underlying Transaction shall be dealt with in accordance with the applicable transaction rules, Merchant terms, payment network requirements and arrangements with the relevant bank or payment service provider.
Where a Customer cancels an Underlying Transaction and the cancellation is accepted, the applicable bank or payment service provider shall process the refund in accordance with the relevant transaction arrangements.
15. SECURITY DEPOSIT
Where a security deposit has been collected from a Customer or Merchant under the applicable agreement, such deposit shall be dealt with strictly in accordance with the terms of that agreement.
Subject to the applicable agreement, outstanding contractual dues, damages, liabilities, charges or other amounts payable may be adjusted against the security deposit.
Any balance refundable after such adjustment shall be processed in accordance with the applicable contractual terms.
16. FORCE MAJEURE
No liability shall arise for failure or delay in providing Services, or for suspension or cancellation resulting from circumstances beyond reasonable control, including but not limited to natural disasters, acts of government, regulatory restrictions, cyber incidents, system failures, telecommunications failures, banking disruptions, payment network disruptions, war, civil unrest, strikes or other force majeure events.
17. GRIEVANCE REDRESSAL
Any cancellation, refund or termination-related grievance may be raised through the designated customer support or grievance redressal channel communicated to the Customer or Merchant.
Complaints shall be reviewed and addressed within a reasonable period, subject to the nature of the complaint and the involvement of any bank, payment service provider or other third-party participant.
18. COMPLIANCE WITH APPLICABLE LAWS
This Policy shall be interpreted and implemented in accordance with applicable laws, rules, regulations, regulatory directions, payment network requirements and contractual obligations applicable to the relevant Services and transactions.
19. AMENDMENT OF POLICY
This Policy may be modified, amended or updated from time to time to reflect changes in the Services, contractual arrangements, applicable laws, regulatory requirements, security standards or operational practices.
The updated Policy shall become effective from the date specified in the revised Policy.
20. SEVERABILITY
If any provision of this Policy is determined to be invalid, illegal or unenforceable by a competent authority, such provision shall be modified or severed to the minimum extent necessary, and the remaining provisions shall continue to remain valid and enforceable.
21. GOVERNING LAW AND JURISDICTION
This Policy shall be governed by and construed in accordance with the laws of India.
Subject to any dispute resolution mechanism contained in the applicable agreement, the courts having competent jurisdiction at Mumbai, Maharashtra shall have jurisdiction over disputes arising in connection with this Policy.
22. CONTACT
For cancellation, termination or refund-related queries, Customers and Merchants may contact the designated customer support or grievance redressal channel provided under their respective agreement or through the applicable official communication channel.
