This merchant agreement (“Agreement”) governs our relationship with you and your use of our Service (as defined below) by registering on our Website.
In the event there is a conflict between this agreement and the website terms of use, this agreement will prevail.
1. Definitions
1.1 The following definitions apply to the terms and conditions set out below that govern this Agreement between you and us:
(a) “API” means application program interface for which LotusPay provides you the access;
(b) “Applicable Law” or “Law” means any Applicable Laws, statute, enactment, act of legislature, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions and judgments, regulation, notification, directives, order or other pronouncement of any government or Governmental Authority, tribunal, arbitral tribunal, court, or recognized stock exchange, including any other pronouncement having the effect of law;
(c) “Customer” means the customers of the merchant (You);
(d) “Confidential Information” means the information referred to in Clause 19;
(e) “Designated Bank Account” means the bank account as defined in Clause 6.3;
(f) “Governmental Authority” means any government, central, state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, or any other government authority, agency, department, board, commission or instrumentality, and any court, tribunal, bench or arbitrator(s) of competent jurisdiction, in each case, having jurisdiction over any of the Parties, or the assets or operations of any of the Parties, or any of the transactions contemplated hereby;
(g) “Intellectual Property” means all of the following anywhere in India and all legal rights or interest in, under or in respect of the following arising under Law, whether or not filed, perfected, registered or recorded and whether now or later existing, filed, issued or acquired: (a) all copyrights, copyrightable works and all other corresponding rights; (b) all trademarks; (c) know-how, including technical know-how, process know-how, technology, technical data, trade secrets, confidential business information, pricing and cost information, business and marketing plans, advertising and promotional materials, Customer, distributor, third party manufacturer and supplier lists and information, records, and other proprietary documentation and information; (d) all databases, data collections and data exclusivity; (e) all other proprietary rights; and (f) all copies and tangible embodiments of any of the foregoing (in whatever form or medium); including the right to sue for past, present or future infringement, misappropriation or dilution of any of the foregoing;
(h) “LotusPay Account” means an account opened by the merchant on the Website to avail the services provided by LotusPay;
(i) “Mandate” means the mandate provided by Customer to LotusPay as provided in Clause 6.2;
(j) “Micro Enterprise” means an enterprise defined as micro enterprise under The Micro, Small and Medium Enterprises Development Act, 2006;
(k) “NACH Debit” means national automated clearing house service which here refers to debit service provided by National Payments Corporation of India;
(l) “Privacy Policy” means privacy policy available on the Website;
(m) “Restricted Activities” means the activities referred to in Clause 5.6;
(n) “We”, “us”, “our”, “LotusPay” refers to LotusPay Solutions Private Limited (owner of LotusPay), its employees, affiliates and authorised agents that carry or undertake to carry the Service hereunder or perform any other services incidental thereto on its behalf;
(o) “Service” refers to collection of payment through NACH Debit from the Customers of the merchant by LotusPay on behalf of merchants;
(p) “Terms of Use” means the terms of use available on the Website;
(q) “Website” shall have the meaning ascribed to it in Clause 2.1;
(r) “You”, “your”, “merchant” refers to the user, merchant or your authorized agent, whether incorporated or not, who signs up to avail Service of LotusPay.
2. Applicability
2.1 This Agreement shall apply to you as soon as you register on our website www.lotuspay.com (“Website”) to avail our Service.
2.2 If You do not intend to be bound by this Agreement, You shall not avail any of the Service provided on the Website. By signing up or registering on the Website You agree that the use of Service on the Website shall be at your own risk.
2.3 LotusPay may revise or replace this Agreement any time after providing you a notice of two months and such revised or replaced agreement shall be updated on the Website. LotusPay shall notify on the Website if the existing Agreement has been revised or replaced. You shall be liable to ensure that you are aware of the latest version of this Agreement available on the Website. You shall immediately terminate this Agreement if you do not agree with the revised agreement. If you continue using the Service offered by LotusPay after this Agreement is revised then You shall be bound by the revised agreement.
2.4 LotusPay shall have the sole discretion in limiting/ providing / restricting/ modifying any Service available to you on the Website.
3. Merchant Eligibility
3.1 Merchant means any individual or an entity existing validly under the laws in India, engaged in the business of providing any kind of product or services to its Customers and competent to enter into a valid and binding agreement in India. Any merchant who registers itself on the Website shall be eligible to avail LotusPay services on the Website.
3.2 Merchant shall have the sole responsibility to comply with the requirements under the Applicable Laws. LotusPay shall have the authority to terminate your LotusPay Account if you are found in breach of any Applicable Law.
4. LotusPay Account
4.1 You must open a LotusPay Account by providing the information required on the sign up page on the Website and follow the steps as provided on the Website.
4.2 You may sign up as an individual or as an entity. We may ask you for other details to complete our Know Your Customer (“KYC”), anti-money laundering or any other requirements.
4.3 You shall provide the required assistance in order to open your LotusPay Account. LotusPay might ask you for further details once your LotusPay Account is set up.
4.4 By opening a LotusPay Account you authorize LotusPay to collect payments, manage cancellations and refunds with respect to your LotusPay Account.
4.5 You can monitor the payments received from LotusPay. We do not allow you to use your LotusPay Account for non-commercial purposes.
4.6 LotusPay may apply any limits to your LotusPay Account which includes limiting the payment orders received through your LotusPay Account.
4.7 LotusPay may suspend or deactivate your LotusPay Account at its discretion in the following cases:
(i) You are in breach of any provision of this Agreement,
(ii) You have breached or LotusPay has reasonable grounds to believe that you might breach any obligation with respect to security of your LotusPay Account,
(iii) You are declared an insolvent by any Governmental Authority,
(iv) You default in fulfilling your obligations under this Agreement or where LotusPay has communicated to you to do or omit to do certain act(s) and You fail to do so,
(v) If it is required by any order of a Governmental Authority,
(vi) If the merchant is a company or a firm or other entity and is being wound-up or where winding up, amalgamation or reconstruction proceedings have been initiated with respect to the merchant, or
(vii) You cease to continue your business or otherwise act in an unreasonable manner that might adversely impact your business.
4.8 In the event your LotusPay Account is suspended or deactivated, LotusPay shall assist or advise you in resuming the existing account or opening a new LotusPay Account.
4.9 In the event of your LotusPay Account being suspended or deactivated whether temporarily or permanently LotusPay shall settle the accounts between You and LotusPay and where You are liable to pay LotusPay any amount You shall do so on an immediate basis when informed by LotusPay.
5. Conditions to the Service
5.1 To avail the Service provided by LotusPay, you are first required to register on the Website by creating a LotusPay Account. We may perform certain verifications to confirm your identity and veracity of the information provided by you to create a LotusPay Account on the Website. By creating your LotusPay Account on the Website you agree and consent to this Agreement, Terms of Use and Privacy Policy available on the Website.
5.2 LotusPay shall have the sole discretion to apply limits for any payment transactions that take place through your LotusPay Account. We will notify you of any limits and any changes applicable to your LotusPay Account.
5.3 You shall not sell, transfer or otherwise allow third parties to access your LotusPay Account.
5.4 LotusPay shall have the right to suspend or block your LotusPay Account if it has reasonable grounds to believe that there may be a breach in the security of your LotusPay Account or we suspect any unauthorised or fraudulent use of your LotusPay Account or when required by Law. LotusPay shall remove such block or provide you with a new LotusPay Account as soon as reasons for such discontinuance cease to exist.
5.5 You shall use LotusPay Account only for the lawful activities. If you are involved in any unlawful or Restricted Activities then we shall have the right to terminate your LotusPay Account.
5.6 List of Restricted Activities is provided on our website and are available at www.lotuspay.com/restricted-activities.
5.7 LotusPay will provide you with our API and relevant documentation. You must use our API in accordance with the relevant documents provided to you for using our API. LotusPay may ask you to install certain updates or install a particular software for proper functioning of our API.
6. Authorization
6.1 Upon successful activation of your LotusPay Account, you can create multiple plans suitable as per the needs of your Customers. Once you create your plans with LotusPay, you can invite your Customers to subscribe to these plans.
6.2 Your Customers shall receive an email from us with a unique link to your branded page on our secure server where they can accept the NACH Debit request and enter their personal and bank account details and authorise us to collect payments on your behalf (“Mandate”). Upon such Mandate LotusPay shall have the authority to collect payment from your Customers’ bank account on your behalf. If any Customer cancels the Mandate then You must directly collect the payment from the Customer.
6.3 On receipt of a payment order LotusPay shall communicate such payment order to the Customer bank in accordance with the best industry practice. It ordinarily takes 24 (Twenty Fours) hours for the money to come into LotusPay nodal bank account (“Nodal Bank Account”) from the Customer's bank account. You therefore, authorise us to receive, hold, disburse and settle funds with your Customers on your behalf. You authorize us to electronically transfer the payments received from your Customer into Nodal Bank Account and then to the bank account designated by you for this purpose on Website (“Designated Bank Account”). Your authorisation will remain in force and effect until your LotusPay Account is closed or suspended.
6.4 Designated Bank Account shall be in the name of your firm or company (where the merchant is a firm or a company) or in your name (where the merchant is an individual). Also, the Designated Bank Account must be in the same country as the source of funds, received or to be received from the Customers and must accept the deposits in the same currency as the transactions.
6.5 LotusPay holds the payment received from the Customer into Nodal Bank Account for security purposes. LotusPay first allocate the amount accumulated upon payments by the Customers, to the Designated Bank Account. LotusPay shall transfer the amount to Designated Bank Account after deducting its fees and any other amount liable to be deducted as per the provisions of this Agreement.
6.6 LotusPay shall endeavour to put in place a pricing scheme which shall be available on the Website. Such pricing scheme will set out the method, timeline and terms governing the collection and transfer of amount by LotusPay.
6.7 LotusPay may withhold any amount to be paid to You if it suspects any security breach or unusual transactions initiated from your LotusPay Account. You accept that the amount so withheld by LotusPay shall be non-interest bearing.
6.8 LotusPay shall be liable to pay you the amount finally received from Customer and not any amount with respect to any payment order that has been cancelled by You or the Customer.
6.9 LotusPay takes all reasonable measures to maintain your LotusPay Account and provide its services to you in the best manner possible.
6.10 LotusPay has in place a proper security system to protect your details and your LotusPay Account from any security breach at our end.
6.11 LotusPay shall manage payment pages and payment notifications unless instructed otherwise. If You design your own payment page and send your own payment notifications You shall do so in compliance with all the Applicable Laws and shall follow the instructions provided by LotusPay including any instructions to display any terms and conditions on your payment page.
6.12 If we suspect any fraudulent transaction from your LotusPay Account then we shall have the right to not process such payment or reverse such payment or ask Customer to reverse their payment. If required, we may share your details with any Governmental Authority.
6.13 LotusPay shall have the authority to share your details with any Governmental Authority. We may transfer funds from your LotusPay Account in accordance with any order or directions obtained from any judicial or other governmental authority. We will use reasonable efforts to notify you of such actions.
7. Responsibilities of Merchant
7.1 You shall have the sole responsibility to handle your Designated Bank Account and shall be responsible to take reasonable measures at all times to keep the details of Designated Bank Account safe and thus prevent any fraudulent use thereof.
7.2 Merchant understands and agrees that LotusPay only transfers the payment collected from the Customers’ bank account to Designated Bank Account and that LotusPay does not manage your Designated Bank Account in any other manner. You must inform us without undue delay on becoming aware of the loss, theft, misappropriation or unauthorised use of the details of Designated Bank Account; however, you shall be solely responsible for any liabilities arising therefrom.
7.3 You must immediately terminate the access rights to the LotusPay Account provided by you to any person upon termination of any employment agreement with You or otherwise who ceases to act in an authorised capacity on your behalf for any reason whatsoever. You are advised to change the password of your LotusPay Account each time when you authorize a new individual to manage your LotusPay Account, to avoid any misuse by former authorised person.
7.4 You shall have the sole responsibility to protect and keep safe your LotusPay Account details. Your LotusPay Account is the property of LotusPay and may be immediately suspended or terminated by LotusPay if you share the same with any third party or otherwise breach any provision of this Agreement.
7.5 You shall not transfer or sell your LotusPay Account or authorize any third person to use your LotusPay Account who is not verified by LotusPay, without notifying LotusPay.
7.6 You understand and agree that LotusPay cannot monitor which individual is operating your LotusPay Account. Therefore, LotusPay shall not be responsible for any act of loss or damage suffered by you due to actions of any unauthorized individual or unauthorized use by the authorized person. You understand and agree that LotusPay shall assume that any person accessing your LotusPay Account is an authorized person to use your LotusPay Account.
7.7 You shall not misuse your LotusPay Account to collect details of your Customers such as bank details for which consent has already not been taken from the Customers directly by you.
7.8 You shall not use your LotusPay Account to carry any Restricted Activities as provided in this Agreement.
8. Security of your LotusPay Account
8.1 You shall keep the details of your LotusPay Account secure and shall not share it with any third person.
8.2 You shall change the password of your LotusPay Account every 6 (six) months. You shall ensure that your LotusPay Account password is strong and includes letters, digits and special characters.
8.3 You shall use your LotusPay Account with reasonable care such that any third person cannot see or overhear your Lotuspay Account details.
8.4 You shall install a standard security software program in your computer system to protect it from computer contaminant.
9. Adjustment
9.1 Your LotusPay Account shall reflect all the payments made by your Customers through LotusPay.
9.2 Any payment so collected from your Customers’ bank account shall first be transferred to the Nodal Bank Account. After deducting the applicable fees LotusPay shall then proceed to transfer the payment from its Nodal Bank Account to your Designated bank Account on the same day.
9.3 Fees to be deducted by LotusPay for each transaction shall be governed by pricing terms available on the Website or as agreed with you in writing. LotusPay reserves the right to modify pricing terms any time. We shall notify you of any such modification. You shall have the right to discontinue using our Service if You do not agree with new pricing terms.
9.4 You acknowledge that we shall settle the payments received from your Customer only upon actual receipt of payments in Nodal Bank Account and upon reconciliation of the payments by your Customer bank, our system and our nodal bank.
9.5 You shall pay and be responsible for the payment of all relevant taxes in relation to the payment orders.
9.6 You understand and agree that you are required to submit all the requisite documents to LotusPay before the first payment is to be transferred to your Designated Bank Account.
10. Cancellations and Deductions
10.1 If You send a written request to LotusPay to cancel any payment order then LotusPay may inform Customer of such cancellation.
10.2 You shall inform LotusPay at least 3 (three) business days prior to the date on which any payment is scheduled, regarding any cancellation of any payment order from your LotusPay Account. LotusPay shall not be liable for loss incurred by you with respect to any payment initiated by LotusPay due to non-receipt of any cancellation request within the time period provided under this Agreement.
10.3 LotusPay shall have the right to deduct any tax or other amount with respect to each payment made by your Customer as required by any Governmental Authority.
10.4 LotusPay shall have the right to deduct applicable fees in accordance with the pricing terms as provided on the Website.
10.5 LotusPay shall have the right to deduct any amount paid by LotusPay due to cancellation of payment order by You.
11. Payments
11.1 LotusPay may, at its sole discretion, ask for personal guarantee of the merchants, or the director, manager, partner or authorized person of the merchant where the merchant is a corporate, firm or any other legal entity.
11.2 LotusPay will make the payments to merchant after verifying the identity of the merchant. We recommend you to complete the verification before initiating any transaction. Any transaction initiated before completing the verification shall be your responsibility. You accept that any transaction initiated before completion may be reversed or cancelled.
11.3 For the purpose of verification LotusPay may ask for the details of your business including the name of your company, company identification number, your name, identity proof, documents required to ensure the veracity of your Designated Bank Account. We may also ask you to transfer certain funds to our account to verify that you are in control of the Designated Bank Account.
11.4 LotusPay shall have the sole discretion to deactivate your LotusPay Account if any verification by LotusPay is not completed due to your non-cooperation with LotusPay. LotusPay shall not be responsible to provide you the details of any particular verification process conducted by LotusPay to verify your identity. LotusPay may reverse or cancel any transaction or ask Customer to cancel any transaction, in case LotusPay deactivates your LotusPay Account.
11.5 You authorise us to share your details or the details of any person that you have provided to us for the purpose of verification with any monitoring or credit referencing agency or any other entity as may deemed fit by LotusPay. Details shared include your personal details which shall be governed by our Privacy Policy.
11.6 All fees to be paid to LotusPay shall become payable immediately on receipt of payment into Nodal Bank Account and shall be non-refundable, except as otherwise expressly provided herein.
11.7 LotusPay shall have the right to revise the fees by giving you a notice of two months. If we do not hear from you, contesting such revision, within the specified time, we shall be entitled to enforce such revised fees and you shall be liable to pay such revised fee from the date of notification of revised fees.
11.8 If you connect your LotusPay Account with any third party services then the provisions with respect to revised fees shall be governed by any agreement that LotusPay might have with such third party.
11.9 Each payment transferred by LotusPay to your Designated Bank Account shall be reflected in such bank account along with a reference number particular to that transaction.
11.10 You shall be able to view every amount received from LotusPay on your LotusPay Account.
11.11 You agree that if amount to be deducted by LotusPay with respect to any transaction is more than the amount to be transferred by LotusPay into Designated Bank Account, then you shall pay the difference within 2 (Two) business days from the date on which LotusPay has notified you of such difference. Where you are required to make any payment to LotusPay you shall do so by way of NACH Debit as and when requested by LotusPay.
11.12 You shall inform LotusPay of any Customer who is fraudulent or is connected with illegal activity, such as money laundering or terrorist financing, as soon as such information comes to your notice. You can inform us by writing an email to support@lotuspay.com or by using the contact details provided on our website.
12. Refunds
12.1 LotusPay shall not be liable to cancel any payment request, upon cancellation of any order by your Customer if the payment request has been initiated by us.
12.2 If payment has been initiated then you shall be liable to arrange for the refund of any amount to your Customer.
12.3 You shall indemnify LotusPay for any loss incurred due to any refund or claim by any of your Customer(s).
12.4 LotusPay shall not initiate any refund on the request of any of your Customer. LotusPay shall initiate any refund to your Customer only upon request received from You in accordance with the terms of this Agreement.
12.5 You shall always follow reasonable practice with respect to refunds. You shall restrict to the maximum limit of refund capped to the amount paid by your Customer for that product or service.
12.6 Refund by LotusPay to your Customer on your request shall not in any manner hold LotusPay liable for any defect in product or service provided by you to your Customer.
12.7 LotusPay shall have the right to suspend your LotusPay Account if there are multiple refunds.
12.8 If any Customer cancels the payment You must inform LotusPay immediately so that LotusPay does not initiate the payment request or inform LotusPay to refund the amount to the Customer.
13. Warranties
13.1 You represent and warrant the following:
13.1.1 You shall comply with all the terms of this Agreement or any other terms or policy available on the Website;
13.1.2 You shall obtain all the approvals or authorizations necessary for you to accept payments from your Customers;
13.1.3 You shall resolve all the disputes and claims raised by your Customers against any product or service provided by You;
13.1.4 You shall not involve in any unlawful or Restricted Activities;
13.1.5 You shall comply with all the legal requirements necessary to avail LotusPay Service;
13.1.6 You shall inform LotusPay of any change in the business or change in control of your business from time to time.
14. Disclaimer
14.1 LotusPay strives to provide you with the Service in the best possible manner but it does not provide any warranty that the Service will meet your requirements.
14.2 You acknowledge and agree that the Service provided by LotusPay may be interrupted, delayed or might be erroneous. In such cases you shall write to LotusPay to seek any assistance support@lotuspay.com.
14.3 LotusPay shall not be liable for any delayed, erroneous or defective Service due to any reason beyond the control of LotusPay. LotusPay shall make reasonable efforts to remedy any reason that interrupts the Service but it shall not be liable for such reasons which are beyond its direct or indirect control.
15. Liability
15.1 Our maximum liability relating to Service rendered (regardless of form of action, whether in contract, negligence or otherwise) shall in no event exceed the fees payable by you to LotusPay for the Service with respect to any particular payment collected from your Customer that give rise to such liability. LotusPay shall not be liable for any other losses or claims suffered by you of any nature whatsoever.
15.2 LotusPay shall not be liable for any direct or indirect, known or unknown, consequential or other losses or liabilities incurred by the merchants due to delayed or interrupted Service.
15.3 Any other liability of LotusPay with respect to delivery, non-delivery, defective delivery of Service, whether under any statute or otherwise, is excluded to the extent permitted by the Law.
15.4 You are liable for any loss or damage incurred by LotusPay due to non-compliance with any provision of this Agreement.
15.5 You shall have no liability for any unauthorised payment if you have informed us of your LotusPay Account details being stolen in the manner designated by LotusPay.
15.6 Nothing contained herein restricts any liability of either party to this Agreement with respect to any loss or damage incurred by the other party due to fraud, negligence or misrepresentation of such party or any negligent act that leads to death or personal injury.
15.7 Neither party shall be liable for any delayed or failed Service which arises due to any act beyond the control of such party.
15.8 You shall be liable for any loss or damage incurred by LotusPay including the loss of goodwill of LotusPay due to failure to obtain consents or authorizations form the Customer or informing Customer of any process necessary to process the payments. You shall indemnify LotusPay for any such loss or damage incurred by LotusPay.
16. Intellectual Property Rights
16.1 All pictures, marks, logos and information contained on Website are Intellectual Property either owned by, or assigned or licensed to, LotusPay. You are not authorised to use, reproduce or republish such copyrights in any format whatsoever without the written permission of LotusPay. You are permitted to use marks/logos provided by LotusPay to You to be used on a temporary basis. You shall always use the latest marks/logos provided by LotusPay to You.
16.2 All Intellectual Property related to the LotusPay Service shall be the property of LotusPay protected under the laws of copyrights, trademarks and other Applicable Laws. You can make any suggestions to the Intellectual Property owned by LotusPay but the Intellectual Property rights in such suggestions shall be with LotusPay and LotusPay shall be at liberty to use such Intellectual Property at its liberty.
16.3 If you submit any material on the website, you agree to grant LotusPay the right to use, moderate, publish any such work worldwide for any of its Service(s), whether owned or affiliated.
17. Termination
17.1 These terms of service shall be binding and applicable to You till your LotusPay Account is deactivated/deleted by You or LotusPay. Deactivation or deletion of your LotusPay Account terminates our relationship with You and You can no longer avail our Service until you register again on the Website.
17.2 Either party may terminate this Agreement upon giving a 2 (two) months written notice to the other party.
17.3 Consequences of termination
Termination of our relationship with You shall not affect the following:
(a) The accrued rights of LotusPay including the right to claim damages under this Agreement.
(b) Provisions of this Agreement that shall by their very nature survive the termination of this Agreement with respect to our relationship with You.
18. Governing Law & Jurisdiction
18.1 Subject to Clause 18.2 (Dispute Resolution) below, this Agreement, including all matters relating to its validity, construction, performance and enforcement, shall be governed by and construed in accordance with Indian law and courts at Gurgaon, National Capital Region, shall have exclusive jurisdiction.
18.2 Dispute Resolution
18.2.1 Any dispute or difference arising between the Parties as to the effect, validity or interpretation of this Agreement or as to their rights, duties or liabilities thereunder, failing amicable resolution through mutual negotiations within twenty (20) Business Days after a disputing party has delivered to the other disputing party a written request for such negotiations, shall be referred to and finally and conclusively settled by arbitration.
18.2.2 The arbitration proceedings shall be held in accordance with the rules of the Indian Arbitration and Conciliation Act, 1996 (and the rules framed thereunder) as amended from time to time, for the time being in force.
18.2.3 The arbitration panel shall consist of three (3) arbitrators; one (1) arbitrator to be appointed collectively by the claimant(s) in the dispute, one (1) arbitrator to be appointed collectively by the respondent(s) in the dispute, and the third arbitrator to be appointed jointly by the two arbitrators so appointed.
18.2.4 The decision of the arbitrators shall be final and binding upon the Parties. The venue and seat of arbitration proceedings shall be at Gurgaon, National Capital Region. All proceedings in any such arbitration shall be conducted in English.
19. Confidentiality
19.1 You understand that during our relationship with you, LotusPay may provide certain information such as, your user Id, password of your LotusPay Account and other information required to provide you with the Service. All such information provided by LotusPay to you shall constitute confidential information (“Confidential Information”).
19.2 Merchants shall use their best efforts to ensure that the managers, employees, affiliates, and bankers of the merchants to whom any Confidential Information is made available, shall keep confidential and shall not disclose to third parties the Confidential Information received from, or made available by the LotusPay, in the course of any transaction and merchants shall not use such Confidential Information for any purpose other than the purpose of availing Service provided by LotusPay to you.
20. Severability
If any provision or part of a provision of these Terms of Service shall be, or be found by any Governmental Authority or court of competent jurisdiction to be, invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions or parts of such provisions of these terms of service, all of which shall remain in full force and effect.
21. Waiver
21.1 Any waiver by LotusPay shall be effective if such waiver has been obtained in writing from LotusPay.
21.2 Any waiver obtained from LotusPay shall be applicable to that particular act or circumstance for which waiver has been granted by LotusPay and such waiver shall not be construed as waiver of any subsequent obligation.
22. Relationship
22.1 None of the provisions of this Agreement shall be deemed to constitute a partnership between LotusPay and You. Neither LotusPay nor You shall have any authority to bind the other otherwise than this Agreement and neither party shall be deemed to be the agent of the other in any way.
22.2 LotusPay shall have no relationship with your Customers. LotusPay collects payments from your Customers on your behalf and your Customers shall not have any rights or claims against LotusPay. If any of your Customers make any claims against or cause any losses to LotusPay, You shall indemnify LotusPay to the extent of loss caused. LotusPay shall not be liable for any failure, defect or delay in your services provided to your Customers. You shall also be liable to provide the Customer support services to Customers including the support with respect to any issue in collection of payments through LotusPay Service.
23. Assignment
23.1 You shall not assign your LotusPay Account to any third party without the written consent of LotusPay. If LotusPay consents to such assignment then such third party shall be bound by the terms of this Agreement as if that third party has signed up on the Website to avail the Service.
24. Contact
If you have any queries, complaints or wish to discuss our Service, please contact us at support@lotuspay.com or call us on the numbers provided on the LotusPay website.
