TERMS AND CONDITIONS

1Acceptance of Terms

These Terms and Conditions ("Terms") govern the use of all products, software, services, websites, mobile applications, and related offerings provided by Vayak Private Limited and other Vayak group firms ("Vayak", "we", "our", or "us"). By accessing our website, using our software or mobile applications, or availing any of our services, the customer, client, society, organization, or user ("Client") agrees to be legally bound by these Terms, along with any service order, quotation, proposal, or agreement executed between Vayak and the Client. If the Client does not agree to these Terms, the Client must not use or access the services.

2Nature of Services

Vayak is an IT products and services company providing software solutions primarily to Co-operative Credit Societies and related organizations on a Software-as-a-Service (SaaS) basis or licensed software basis, as specified in the applicable service order or agreement. All software and services are provided as standard products and not as customized solutions unless expressly agreed in writing between the parties.

3Client Responsibilities and Data Accuracy

The Client acknowledges that Vayak provides only the software platform and technical services, while all operational usage, data entry, financial transactions, member management, interest calculations, statutory compliance, audit responsibilities, and business decisions remain solely the responsibility of the Client. The Client is entirely responsible for the accuracy, completeness, legality, and integrity of the data entered into the system and for verifying all financial reports, balances, and statutory outputs generated by the software. Vayak shall not be responsible for any financial loss, regulatory action, penalty, or dispute arising from incorrect data entry, misinterpretation of reports, misuse of software, internal fraud, or failure to follow applicable laws or society bylaws.

4Infrastructure and Internet Requirements

The Client is responsible for arranging and maintaining suitable computer hardware, operating systems, other license software, internet connectivity, power supply, and network infrastructure required to access and operate the software and mobile applications. Vayak shall not be liable for service issues, data delays, or performance degradation caused by poor internet connectivity, hardware failure, power fluctuations, mobile device limitations, or failures of third-party service providers. Vayak provides Android mobile applications only and does not provide iOS applications. The functioning of mobile applications depends on device compatibility and operating system versions, and Vayak does not guarantee that the applications will function on all models or versions of devices.

5Intellectual Property Rights

All intellectual property rights including source code, algorithms, software architecture, databases, designs, trademarks, and documentation shall remain the exclusive property of Vayak. The Client is granted only a limited, non-exclusive, and non-transferable right to use the software solely for its internal business operations during the term of the agreement. The Client shall not copy, modify, reverse engineer, decompile, distribute, sublicense, create derivative works of the software, or attempt to develop any competing product using similar concepts or functionality.

6Fees, Taxes, and Payment Terms

Fees for software and services shall be payable as specified in the applicable service order or quotation and are generally payable in advance unless otherwise agreed in writing. All fees are exclusive of applicable taxes, which shall be borne by the Client. Once an order is confirmed and license or account setup has commenced, all payments shall be non-refundable and orders shall not be cancellable. Annual maintenance, subscription renewals, upgrades, additional modules, branches, users, training, on-site visits, and any customization, if agreed, shall be charged separately as per prevailing rates.

7Support Services and Service Availability

Vayak shall use commercially reasonable efforts to provide stable and continuous access to its software and services during normal business hours; however, uninterrupted service cannot be guaranteed due to factors beyond Vayak's reasonable control, including internet outages, cloud service failures, cyber incidents, power failures, or force majeure events. Vayak shall not be liable for any losses arising from service downtime, delays, or technical interruptions.

8Data Hosting, Security, and Backup

Vayak may host Client data on its own servers or on third-party cloud infrastructure and shall implement reasonable security measures to protect such data. However, no system can be completely secure, and the Client agrees that Vayak shall not be liable for unauthorized access, hacking incidents, or data breaches caused by circumstances beyond reasonable control. Vayak is not responsible for any data loss or financial loss to the Client or the society due to unavoidable circumstances or technical failures. The Client is strongly advised to maintain independent backups of critical financial and operational data. Upon termination of services, the Client may request a data export within three months, after which Vayak may permanently delete the data from its active systems.

9Prohibited Activities and Legal Compliance

The Client agrees not to use Vayak's software or services for any unlawful, fraudulent, or prohibited activities and confirms compliance with all applicable laws and regulations. In the event that any government authority, court, or law enforcement agency lawfully requires access to Client data stored on Vayak's systems, Vayak shall be entitled to disclose such data without prior notice to the Client, and the Client shall remain solely responsible for all legal consequences arising from such disclosures.

10Limitation of Liability

To the maximum extent permitted by law, Vayak's total liability for any claim arising out of or related to the use of its software or services shall be limited to the amount of fees actually paid by the Client to Vayak in the twelve months preceding the event giving rise to the claim. Vayak shall not be liable for any direct, indirect, incidental, consequential, or special damages, including loss of profit, business interruption, loss of data, or reputational damage.

11Termination of Services

Either party may terminate the service agreement in accordance with the terms specified in the applicable service order or agreement. Vayak may suspend or terminate services immediately in case of non-payment, misuse of software, unlawful activities, or breach of these Terms and Conditions. Upon termination, the Client's access to the software shall be disabled, and data handling shall be governed by the data retention and export provisions stated in these Terms or in the agreement.

12Digital Payments Integration (UPI AutoPay, UPI Collect, Payment Links, QR Code and Payment Gateway)

Vayak may facilitate integration of digital payment services including UPI AutoPay (recurring mandates), UPI collect requests, payment links (including links shared via WhatsApp or other messaging platforms), QR code–based payments, and payment gateway services through authorized third-party payment service providers, banks, or National Payments Corporation of India (NPCI) approved systems. Vayak acts only as a technology service provider enabling connectivity between the Client's software system and such third-party payment platforms and does not itself process, collect, store, hold, or settle any funds on behalf of the Client or its members.

All payments made by members or customers using any digital payment method are transactions directly between the payer, the Client, and the respective bank or payment service provider. Vayak shall not be responsible for payment authorization, settlement, delays, reversals, chargebacks, failed transactions, duplicate debits, incorrect credits, technical errors, or disputes related to financial transactions. Any payment-related complaint must be resolved by the Client directly with the concerned bank or payment service provider.

The Client acknowledges that mandate creation, debit approvals, transaction execution, payment success, and settlement timelines are governed by NPCI, banks, and payment gateway policies and are beyond the control of Vayak. Vayak does not guarantee successful execution of any scheduled or recurring debit under UPI AutoPay and shall not be liable for missed collections, delayed collections, failed mandates, or unsuccessful payment attempts through payment links or QR codes.

The Client is solely responsible for obtaining all required member or customer consents, mandate authorizations, regulatory approvals, and compliance with applicable RBI, NPCI, Co-operative Department, and other statutory regulations related to digital payments and auto-debit facilities. Vayak shall not be responsible for any legal, regulatory, or compliance consequences arising from improper authorization, incorrect configuration, or misuse of digital payment facilities by the Client.

Any charges levied by banks, NPCI, payment gateways, or third-party service providers, including transaction fees, mandate charges, penalties, refunds, or reversals, shall be borne entirely by the Client or the payer, as applicable. Vayak's charges for integration, setup, API usage, maintenance, hosting, or support services shall be separate and payable as per the agreed quotation or service order.

Vayak shall not be responsible for any financial loss, interest loss, penalties, disputes with members, operational losses, or reputational damage suffered by the Client due to payment failures, network issues, downtime of banking systems, gateway services, mobile applications, or any external infrastructure beyond Vayak's control.

In case the Client discontinues any digital payment facility, including UPI AutoPay, payment links, QR codes, or gateway services, the Client shall be solely responsible for ensuring proper cancellation of mandates, disabling of payment links or QR codes, and informing its members or customers accordingly. Vayak shall not be responsible for any debits, collections, or transactions occurring due to delayed cancellation, member-side actions, or third-party system behavior.

13Digital Communication (WhatsApp, SMS and Email) – Disclaimer

Vayak may enable sending of messages and notifications through WhatsApp, SMS, and email using third-party service providers. Vayak acts only as a technology facilitator and does not control or guarantee delivery. The Client is solely responsible for message content, recipient details, and obtaining required consents as per applicable laws and platform policies. Vayak shall not be liable for non-delivery, delays, spam blocking, account suspension, complaints, or any legal or regulatory consequences. All communication charges levied by service providers shall be borne by the Client.

14Amendments to Terms

Vayak reserves the right to modify or update these Terms and Conditions from time to time. Updated Terms shall become effective upon publication on Vayak's website or written communication to the Client, and continued use of the services shall constitute acceptance of the revised Terms.

15Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and interpreted in accordance with the laws of India. Any dispute arising out of or in connection with these Terms or the services provided by Vayak shall be subject to the exclusive jurisdiction of the courts at Ahmedabad, Gujarat.