The Chillr website i.e. www.business.chillr.com/ or www.chillr.com/business or other appropriately named domain(s), the Chillr-for-Business Application (web api, mobile sdk or mobile app), the Chillr-for-Business Payment Services, Chillr app, and all related services, related sites, applications and tools (collectively referred to hereinafter as the Chillr-for-Business Platform), are being provided to you by Backwater Technologies Pvt. Ltd. ("Backwater," "we" or "our"), a limited liability Company registered in India, with its principal place of business located at 41/3197, Fourth Floor, Bhageeratha Square, Kacherippady, Cochin – 682018.
Whereas the Chillr-for-Business Platform gives merchants the ability to receive electronic payments from their customers, who are also Chillr users by facilitating fund transfer through banks or financial intermediaries or through any other financial instrument supported by Chillr.
And Whereas Based on your representation to Backwater, that you are an individual/entity/firm/company providing products and/or services to individuals either through online portal(s) or physically retailing goods and services ("Merchant" or "You"), Backwater has agreed to extend its Chillr-for-Business Platform, subject to accepting and executing this agreement.
By accessing or using the Chillr-for-Business Platform after accepting the terms and conditions electronically or digitally or upon execution of a physical copy of these terms and conditions, you signify that you have read, understood and agree to be bound by this Chillr-for-Business Payment Services Agreement and other terms and conditions incorporated herein by reference and you understand that you are formally entering into an agreement with Backwater Technologies Ltd (collectively this "Agreement"). This Agreement explains the terms and conditions by which you may use the Chillr-for-Business Platform. This Agreement shall be deemed to have become effective on the day you have accepted the terms and conditions on the Chillr-for-Business Platform or on the day on which you have executed a physical copy of this Agreement (the Effective Date). This Agreement is a legally binding contract entered into by you and your continued use of the Chillr-for-Business Platform shall deem to mean that you have read, understood and agree to comply with the terms and conditions provided herein. This agreement is applicable only for Merchants desiring to use the Chillr-for-Business Platform for merchant / business services.
Registration and limited access to the Chillr-for-Business Platform neither confirms your eligibility to access the services provided by the Chillr-for-Business Platform and its various functions nor deems our acceptance to include you as a merchant in the Chillr-for-Business Platform. You shall be included as a merchant only after clearance of 'Know Your Customer' requirements and compliance with the 'Acceptable Use Policy', which are incorporated into this Agreement by reference. You understand that your limited access to the Chillr-for-Business Platform and most of its features is subject to your Know Your Customer (KYC) requirements getting cleared. We reserve our right to terminate your access and this Agreement with immediate effect without notice if it is found that you are not in compliance with the KYC requirements or the Acceptable Use Policy.
"Activation Date" has the definition ascribed to such term in Section 8 of this Agreement.
"Agreement" means this Chillr-for-Business Payment Services Agreement, including all exhibits, Annexures and other agreements and documents incorporated herein.
"Bank Account" means the bank account that you specify in the Chillr-for-Business Platform to receive your Payout Amounts.
"Chargeback" means a challenge to a payment that a buyer files directly with his or her bank.
"Chillr User" means an individual/entity who has linked his/her/their bank account with us and who, being your client/customer, wishes to make payment for the goods/services procured from you through the Chillr Platform.
"Dashboard" is the web view for online merchants where you can access your Transaction history and related analysis
"Intellectual Property" has the definition ascribed to such term in Section 6.02.
"Intellectual Property Rights" has the definition ascribed to such term in Section 6.02.
"Invalidated Payment" has the definition ascribed to such term in Section 4.
"Partner Bank" shall mean the Banks who have agreed to accept payment requests from Chillr and related application services.
"Payment Cycle" Shall mean the Payment option provided by Chillr for settlement of Payout Amount, depending upon the risk level of your business. Currently Chillr offers an instantaneous settlement cycle and at its sole discretion change the same to T+1.
"Payment Facilitating Services" has the definition ascribed to such term in Section 1.01.
"Payout Amount" means any amount due to Merchant from the customer pursuant to the transaction.
"Reserve" means an amount of your Payout Amounts that we hold in order to protect against the risk of Chargebacks, or any other risk, exposure and/or liability related to your use of the Chillr-for-Business Payment Services.
"Restricted Activities" any breaches of our Acceptable Use Policy and any activity specified in Section 4.01.
"Trademarks" has the definition ascribed to such term in Section 6.04.
"Transaction" means any purchase between you and buyer/customer for which the buyer needs to make a payment to you.
"Transaction Data" has the definition ascribed to such term in Section 6.01.
"Transaction History" is the mobile app view for retail merchants, where you can access, and view your Transactions.
For the purpose of this Agreement the following words shall have the meaning ascribed to them hereunder:
If we have reason to believe that there is a higher than normal risk associated with your Transactions, in particular if we believe you have breached the terms of this Agreement, we may take various actions to avoid Refunds, Reversals, Chargebacks, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:
Backwater, in its sole discretion, may hold Reserves to mitigate any risks related to your Transactions. We will do this by asking for an interest free refundable security deposit, which will be held with us during the tenure of the agreement or released earlier, as deemed fit. If Backwater imposes a Reserve, we will provide you with a notice specifying the terms of the Reserve. Backwater may change the terms of the Reserve at any time by providing you with notice of the new terms. You agree that you will remain liable for all obligations related to your Transactions even after the release of any Reserve.
"Intellectual Property" means all of the following owned by a party: (a) trademarks and service marks (registered and unregistered) and trade names, and goodwill associated therewith; (b) patents, patentable inventions, computer programs, and software; (c) databases; (d) trade secrets and the right to limit the use or disclosure thereof; (e) copyrights in all works, including software programs; and (f) domain names. The rights owned by a party in its Intellectual Property shall be defined, collectively, as "Intellectual Property Rights." Other than the express licenses granted by this Agreement, Backwater grants no right or license to Merchant by implication, estoppel or otherwise to the Chillr-for-Business Payment Service or any Intellectual Property Rights of Backwater or to the Chillr-for-Business Platform as a whole. Each party shall retain all ownership rights, title, and interest in and to its own products and services and all intellectual property rights therein, subject only to the rights and licenses specifically granted herein.
License to Backwater Trademarks. Subject to the terms and conditions of this Agreement, Backwater grants you, during the term of this Agreement, a limited, revocable, non-exclusive, non-transferable license to use Backwater's trademarks to identify the Chillr-for-Business Payment Service and the Chillr-for-Business Platform (the "Trademarks"). Backwater grants no rights in the Trademarks or in any other trademark, trade name, service mark, business name or goodwill of Backwater except as licensed hereunder or by separate written agreement with you. Merchant agrees that it will not at any time during or after this Agreement assert or claim any interest in or do anything that may adversely affect the validity of any Trademark or any other trademark, trade name or product designation belonging to or licensed to Backwater (including, without limitation registering or attempting to register any Trademark or any such other trademark, trade name or product designation). Upon expiration or termination of this Agreement, Merchant will immediately cease all display, advertising and use of all Backwater Trademarks.
Merchant hereby grants Backwater permissions to use Merchant's name and logo in its marketing materials including, but not limited to use on www.chillr.com or related pages or on any components of the Chillr-for-Business Platform where the Merchant's name and logo shall be made a part of customer listings, interview section and/or in press releases, as applicable.
Merchant agrees to defend, indemnify, and hold harmless, Backwater, our parent company Mobme Wireless Limited, our affiliates and subsidiaries, the people who work for us or who are authorised to act on our behalf from any claim or demand (including attorneys' fees) made or incurred by any third party due to or arising out of your breach of this Agreement and/or your violation of any law or the rights of a third party.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE Chillr-for-Business PLATFORM, WHETHER FORESEEABLE OR UNFORESEEABLE, AND WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHER CAUSE OF ACTION (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, GOODWILL, PROFITS, INVESTMENTS, USE OF MONEY, OR USE OF FACILITIES; INTERRUPTION IN USE OR AVAILABILITY OF DATA; STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS; OR LABOR CLAIMS), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL BACKWATER'S TOTAL AGGREGATE LIABILITY TO MERCHANT OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED INR.5000/- (RUPEES FIVE THOUSAND ONLY) OR THE AMOUNTS PAID BY MERCHANT TO BACKWATER BY WAY OF FEES UNDER THIS AGREEMENT DURING THE FIRST SIX MONTH PERIOD AFTER THE EFFECTIVE DATE OF THIS AGREEMENT, WHICHEVER IS LESS. FOR THE AVOIDANCE OF ANY DOUBT, NOTHING IN THIS AGREEMENT SHALL LIMIT THE LIABILITY OF EITHER PARTY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR TORT.
THE CHILLR-FOR-BUSINESS PAYMENT SERVICE AND THE CHILLR-FOR-BUSINESS PLATFORM IS PROVIDED "AS IS" WITHOUT ANY WARRANTY WHATSOEVER. BACKWATER DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, TO MERCHANT AS TO ANY MATTER WHATSOEVER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY BACKWATER OR ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF BACKWATER'S OBLIGATIONS.
During the term of this Agreement, Backwater shall use its commercially reasonable efforts to provide the Chillr-for-Business Payment Service and the Chillr-for-Business Platform without interruption. However, the parties acknowledge that the Chillr-for-Business Payment Service is an internet and computer network based service which may be subject to outages and delay occurrences. Furthermore Backwater is also dependent upon its Partner Bank networks and these may occasionally be restricted due to various reasons beyond the control of Backwater. Backwater will also not be responsible for any outages or delays due to such occurrences. As such, Backwater does not guarantee continuous, or uninterrupted access to the Chillr-for-Business Payment Services. Backwater shall not be liable for any delay or failure in our provision of the Chillr-for-Business Payment Services under this Agreement. Merchant acknowledges that Merchant's access to the chillr.com/business website/Chillr-for-Business Platform and related applications may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services or for factors beyond Backwater's control. Backwater will make reasonable efforts to ensure that Transactions are processed in a timely manner. Backwater will not be liable in any manner for any interruptions, outages, or other delay occurrences relating to the Chillr-for-Business Payment Service.
The initial term of this Agreement shall commence upon successful registration on the chillr.com/business website or Chillr-for-Business mobile application or by physically signing this agreement and using the Chillr-for-Business Platform or registration by an authorised representative or employee of Backwater on behalf of the Merchant and activation by Backwater for productive use (Activation Date). Thereafter this Agreement shall continue on until terminated as set forth herein.
Notwithstanding any other provisions in this Agreement, you may terminate this Agreement, without cause, by providing Backwater with two (2) days written notice in case of usage of the web api or mobile sdk, unless entered into an agreement otherwise. Backwater may terminate this Agreement, without cause, by providing you with 7 days prior notice. However, this will not affect Backwater's right to (i) suspend our services according to Section 5.01 or, (ii) terminate at any time this Agreement with cause, in case of an important cause pursuant to which you breach your duties cited in this Agreement rendering infeasible or considerably aggravate the continuation of our business relationship with you. In case of any other breach of this Agreement, we will terminate only after unsuccessful lapse of a reasonable prior notice to remedy the breach.
The relationship of Backwater and Merchant is that of independent contractors. Neither Merchant nor its employees, consultants, contractors or agents are agents, employees, partners or joint ventures of Backwater, nor do they have any authority to bind Backwater by contract or otherwise to any obligation. They will not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for any reason, the remaining provisions not so declared shall nevertheless continue in full force and effect, but shall be construed in a manner so as to effectuate the intent of this Agreement as a whole, notwithstanding such stricken provision or provisions.
No term or provision of this Agreement shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other party, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any different or subsequent breach.
This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Merchant may not assign this Agreement without the written consent of Backwater. Backwater may assign this Agreement in its sole discretion without the written consent of Merchant.
Backwater reserves its right to amend these terms and conditions from time to time at its sole discretion. Changes to this Agreement may be intimated to you by way of sending you an e-mail or an app notification. You will be deemed to have consented to all such changes unless you explicitly dissent. In case you do not agree to the changes, you may terminate this Agreement without any extra cost at any time. In cases where we add extra functionality to the existing services or any other change which we believe in our reasonable opinion to neither reduce your rights nor increase your responsibilities, we reserve our right to do so without any email or notification.
This Agreement, including all schedules, exhibits, Annexures and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect to the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
Merchant remains liable under this Agreement in respect to all charges and other amounts incurred through use of the Chillr-for-Business Platform at any times, irrespective of termination of this Agreement. All representations, covenants and warranties and all terms that by their nature are continuing shall survive the termination or expiration of this Agreement.
Backwater shall not be liable for its failure to perform as a result of any event of force majeure events like acts of god, fire, wars, sabotage, civil unrest, labour unrest, action of Statutory Authorities or local or Central Governments, change in Laws, Rules and Regulations, affecting the performance of Backwater or Chillr-for-Business Platform.
If you have a question or complaint relating to the Chillr-for-Business Payment Services or your Transactions, please contact the Chillr-for-Business merchant support as defined in the "contact" tab of the chillr.com/business website.
All information relating to the services described in this Agreement and all merchant service support and other communication during the contractual relationship will be provided in the English language only. If required Hindi or any regional language shall be used to the best of our ability.
The general terms and conditions for the Chillr-for-Business Payment Services will be available at all times on www.chillr.com/business website in the "Legal" tab, and/or be made available during signup process.
Notice to Merchant. Merchant agrees that Backwater may provide notice to Merchant by sending an app notification or SMS, emailing it to Merchant, or sending it to Merchant through postal mail. Notices sent to Merchant by postal mail shall be considered received by Merchant within 7 Business Days of the date Backwater sends the notice unless it is returned to Backwater. In addition, Backwater may send Merchant emails or app notifications or SMSs, including, but not limited to instances where it relates to product updates, new features and offers and Merchant hereby consents to such email, SMS or app notification.
Notice to Backwater. Notice to Backwater must be sent by postal mail to Merchant Support 41/3197, Fourth Floor, Bhageeratha Square, Kacherippady, Cochin – 682018.
You may be required to accept separate terms and conditions as required by your Bank whose services are used by the Chillr-for-Business Platform. At no time shall Backwater be held liable for any breach of such separate terms and conditions by you or the bank.
Except for Partner Banks, neither this Agreement nor any provision hereof is intended to confer any rights or remedies onto any third parties who are alien to this Agreement.
This Agreement and all terms and conditions herein shall be as per the laws applicable in Indian and the Indian laws shall govern this Agreement. The competent courts of Kochi, Kerala - India shall have exclusive jurisdiction over all disputes arising out of or in connection with this Agreement.
Backwater may run various promotional offers for Chillr Users including but not limited to offering Chillr Users cashbacks and/or promotional codes and/or additional discounts (collectively referred to as Promotional Offers). Unless otherwise agreed between you and Backwater, there shall be no change to the price fixed by you for goods and services offered to Chillr Users. All or part of the difference between the price fixed by you for goods and services and price actually paid by Chillr Users using Promotional Offers shall be paid by Backwater, as mutually agreed . All payments shall be made by Backwater on a weekly or fortnightly or monthly basis, as mutually agreed. In case physical agreements are signed, all promotion offer details will be incorporated in a separate Schedule II.
ACKNOWLEDGEMENT – YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO ALL THESE TERMS. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF AVAILING THE SERVICES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENTS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
Backwater provides Merchants with the ability to accept bank payments into its designated account through a website or mobile application or mobile phone from its customers who are using the Chillr Platform or website. Backwater, through the Chillr-for-Business Platform extends the facility to Chillr users to payout funds to a bank account defined by you as legitimate payments for goods/services received. Backwater also provides Merchants with the access to its software and connectivity with various Banks thereby allowing real-time secure data transmission and Facilitation of payments.
It should be specifically noted that Backwater is only providing a method of payment for the goods/services offered by you to your customers. At no time shall Backwater be held responsible for the delivery, delivery commitment, quality or quantity of goods/services offered by you to your customers. Backwater does not have any role or any part in the provision of goods/services by you to your clients. All issues in regards to delay in delivery, customer dis-satisfaction due to quality/quantity/delay in delivery shall exclusively be handled by Merchant and the Merchant is responsible for ensuring that the payment received is refunded or credited back to customer. Backwater shall however at all times be entitled to return all monies debited from any Chillr User account in case the Chillr User claims chargeback due to Merchant's deficiency in quality/quantity/delay in delivery of product or service. Backwater will then be entitled to claim the monies from the Merchant. You shall be required to indemnify us against any product or service or delivery issue raised by a customer.
At the time of your sign up as a Backwater merchant, Backwater will collect information about you and your business, and confirm your identity in accordance with its "anti-money laundering" and "know your customer" requirements before you have full access to the Chillr-for-Business Payment Services and disbursement of funds is possible. Backwater will notify you immediately when this mandatory process is completed. Backwater may let you create transactions before this process is complete. Any transactions you create before such time are subject to satisfactory completion of such process. Kindly review the KYC requirements here.
Based on the risk parameter ascertained by Backwater, an appropriate Payment Cycle will be offered to you. Currently Backwater offers an instantaneous Payment Cycle. Backwater reserves the right to change the Payment Cycle offered to T+1 or more, based on various reports it generates or if there is any change in the risk.
On successful completion of the registration and verification by Backwater, you will be able to receive payments into your designated account. You need to make sure that the details you have provided and entered are correct and you execute the agreement online or physically with Backwater.
Backwater will facilitate payment proceeds from a Chillr User’s bank account to a Chillr-for-Business Merchant’s bank account. Subject to the terms of the Agreement with Backwater, Backwater or it’s Partner Bank(s) will facilitate credit payments to your Bank Account of all amounts due to you from your customers who are on Chillr Platform, minus any fees or other applicable charges if it is agreed that such deductions will be made upfront. The payment will be as per agreed Payment cycle. Based on the agreement between Backwater and any Partner Bank, the Chillr Platform may not facilitate transfer of decimal amounts (cents, paisa etc.). In all such cases, you will need to ascertain how the payments for your goods/services are to be rounded-off. You may choose to round-off the price for your goods/services to the nearest unit, though it is recommended to round it off to the nearest lower unit.
You must designate a bank account for the deposit of funds associated with Backwater's Facilitating of the Transactions. Your Bank and Bank Account must be able to receive the currency sent by the Chillr User.
Backwater will not be liable for any delays in receipt of funds or errors in the Bank Account entries caused by third parties, including but not limited to delays or errors by the partner/payment banks or your bank.
With prior notice, you can change your Bank Account by way of contacting Backwater's customer merchant service and submitting the necessary documentation and information. This would be changed subject to verification of the same.
Backwater will also conduct verification check of the bank account and other details submitted by you at the time of registration, for which purpose you will be required to furnish certain documents as listed in this agreement. We may also ask you to furnish certain additional documents for verifications purposes. Nature of such documents, will be at our sole discretion.
You agree that we are only required to make commercially reasonable efforts to make sure that funds are credited to your Bank Account instantly. We will not be liable for any delays beyond our control or due to computer, network issues.
A Transaction may become subject to a Chargeback even after settlement, or be invalidated for any other reason. If any of Merchant's Payout Amounts are subject to any such event then the Merchant is required to pay to customer and/or Backwater, as necessary:
You may issue refunds in relation to a Transaction ("Refund Transaction") by way of directly crediting a customer's bank account. Unless specifically approved otherwise by Backwater, Refund Transactions encompass the original amount and currency of the Transaction plus shipping cost, if any. Refunds will need to be made in the same currency as what was made by the customer. Backwater reserves its right to set-off any Refunds from future Payout Amounts if the same is not settled by you.
You agree not to allow anyone else to have access to or use your password details and comply with all reasonable instructions we may issue regarding how you can keep your payment instrument safe.
You need to keep your personal details up to date. We may be unable to respond to you if you contact us from an address, telephone number or email account that is not registered with us.
You are required to take all reasonable steps to protect the security of the personal electronic device through which you access the Chillr-for-Business Payment Services (including, without limitation, using pin and/or password protected personally configured device functionality to access the Services and not sharing your device with other people).
You may check at any time in your Chillr-for-Business mobile app (for merchants using the Chillr-for-Business mobile app) or on the online account Dashboard (for merchants using the online Chillr-for-Business Account and who have registered through the chillr.com/business website), all Transaction history and your processed Transactions, amounts settled to your Bank Account, and their respective status, and credit date. In case you need a permanent file, we can email the same to you and also offer your transaction overview for download, in later versions of the applications