1. Acceptance of Terms
These Terms of Service ("Terms") form a binding agreement between you (a merchant, partner/agent, or other authorized user, "you") and Zoopay ("Zoopay", "we", "us"). By registering for, accessing, or using the Service, you agree to these Terms. If you are agreeing on behalf of a business, you confirm you have authority to bind that business.
2. Description of Service
Zoopay provides invite-only payment routing and partner infrastructure: a single API that routes a merchant's transactions across our connected upstream payment gateways, automatically failing over to a healthy gateway when one is unavailable or degraded, and automating settlement and partner commission payouts. Access is by invitation and subject to our onboarding and KYC review; we may decline or discontinue access at our discretion, including where required by a banking or gateway partner.
3. Eligibility & Accounts
To register, you must be a legally operating business (or an authorized representative of one), able to enter into binding contracts, and able to complete our KYC/AML verification. You are responsible for the accuracy of information you provide and for maintaining the confidentiality of your account credentials and API keys. You must notify us promptly of any unauthorized use of your account.
4. Merchant Obligations
- Provide accurate business, banking, and KYC information, and keep it up to date.
- Only sell goods or services you are legally authorized to sell, and comply with the card network and UPI rules applicable to your business category.
- Not use the Service for any transaction listed in Prohibited Uses.
- Cooperate with reasonable requests related to fraud investigation, chargebacks, or regulatory inquiries.
- Integrate and use API keys, webhooks, and signatures securely, and not share credentials outside your organization.
5. Partner / Agent Program
Partners/agents may generate invite links to onboard merchants through the Agent Portal and earn a percentage-based commission on the successful transactions those merchants process, at the rate shown in the partner dashboard at the time the transaction is processed. Commission rates are set and may be changed by Zoopay and are not guaranteed for any future period. Commissions are paid on net settled amounts only; refunded, reversed, or charged-back transactions do not earn commission, and previously paid commission on such transactions may be deducted from future payouts. A partner is responsible for the conduct of merchants they onboard within the scope described here, but this does not make the partner a co-obligor on the merchant's underlying debts to Zoopay unless separately agreed in writing.
6. Fees, Settlement & Payouts
Applicable platform fees, partner commission rates, and fixed charges are those configured for your account and visible in your dashboard, and may be updated by Zoopay with reasonable notice. Settlement is targeted for the same business day but depends on banking and gateway processing times outside our control and is not guaranteed to a specific hour. We may withhold, delay, or place a reserve on settlement where we reasonably suspect fraud, a compliance issue, an unusually high chargeback rate, or a violation of these Terms, until the matter is resolved.
7. Prohibited Uses
You may not use the Service for, or in connection with: illegal goods or services; unlicensed gambling or betting; counterfeit goods; multi-level marketing or pyramid schemes; unlicensed money transmission; securities or investment schemes not authorized by applicable regulators; or any business category excluded by our upstream gateway or banking partners' policies. We may suspend a transaction or account immediately, without prior notice, where we reasonably believe this section has been violated.
8. Chargebacks & Disputes
You are responsible for chargebacks, reversals, and related fees arising from transactions you process, regardless of which connected gateway processed them. We may deduct chargeback amounts and associated fees from your settlement balance or future payouts, and may require a reserve for merchants with an elevated chargeback rate.
9. Compliance with Law
You agree to comply with applicable law, including KYC/AML requirements, tax obligations, and, where applicable, RBI guidelines governing payment aggregators and payment gateways. You authorize us to share information with our banking and gateway partners, and with regulators or law enforcement, to the extent required for compliance purposes described in our Privacy Policy.
10. Intellectual Property
Zoopay retains all rights in the Service, including its software, routing logic, dashboards, and branding. We grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during the term of your account. You retain ownership of your own business data and content.
11. Confidentiality
Each party agrees to protect the other's confidential information (including API credentials, transaction data, and commission terms) with reasonable care, and to use it only for purposes of operating under these Terms.
12. Warranties & Disclaimers
The Service is provided "as is" and "as available." While we design for high availability and automatic failover, we do not guarantee uninterrupted or error-free operation, as parts of the Service depend on third-party gateways, banks, and networks outside our control. To the maximum extent permitted by law, we disclaim all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
13. Limitation of Liability
To the maximum extent permitted by law, Zoopay will not be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising from your use of the Service. Our total liability for any claim arising under these Terms is limited to the total fees actually paid by you to Zoopay in the twelve (12) months preceding the event giving rise to the claim.
14. Indemnification
You agree to indemnify and hold Zoopay harmless from claims, losses, and expenses (including reasonable legal fees) arising from your breach of these Terms, your violation of applicable law, or goods or services you sold through the Service.
15. Suspension & Termination
Either party may terminate an account with thirty (30) days' written notice. We may suspend or terminate immediately where we reasonably believe there is fraud, a compliance risk, a violation of Prohibited Uses, or a requirement from a banking or gateway partner or regulator. On termination, outstanding settlement obligations remain payable subject to any reserve or chargeback window described above.
16. Governing Law & Disputes
These Terms are governed by the laws of India, without regard to conflict-of-law principles. Any dispute will be subject to the exclusive jurisdiction of the competent courts in India, or, where the parties separately agree in writing, resolved by arbitration under the Arbitration and Conciliation Act, 1996.
17. Changes to These Terms
We may update these Terms from time to time. Material changes will be reflected by updating the "Last updated" date above and, where appropriate, notified to registered merchants and partners. Continued use of the Service after changes take effect constitutes acceptance of the updated Terms.
18. Contact
Questions about these Terms can be sent to [email protected].