OPEN’S TERMS OF USE

These terms and conditions are divided into 2 (two) parts (collectively, “Terms”). Part A contains the terms and conditions which govern general use of the Website (as defined below) offered by Open (as defined below). Part B contains specific terms and conditions that govern the use of Services to the extent such Services are availed by the User (as defined below). The general terms and conditions as provided under Part A (“General Terms”) shall be read and understood in conjunction with the terms and conditions as provided under Part B (“Services Specific Terms”).    

 

PART A

(General Terms & Conditions)

 

These General Terms govern the User’s access of the weblink: https://open.money and the mobile application by the name of “Open Money” (collectively, “Website”, which includes any and all mini-links thereto), and use of the Services (as defined below) provided to the User (as defined below) by Open Financial Technologies Private Limited (“Open”, “Company”, “We”, “Our” and “Us” as the context may require). These Terms shall be read in conjunction with: 

  1. The privacy policy governing the use of the Website or provided to the User in any other manner or form. The Privacy policy of Open is currently available at https://open.money/privacy/ (“Privacy Policy”).
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  3. Additional terms and conditions stipulated by third-parties whom Open has partnered with, to provide the Services to the User.

       

    1. For Business Current Accounts provided by Equitas Small Finance Bank Limited:

       

      • We hereby agree to avail the Host 2 Host (H2H) Services/API Services from Equitas Small Finance Bank and accept such terms, regulations, conditions, governing such services hosted on www.equitasbank.com and as may be laid down by Equitas Small Finance Bank for the purpose from time to time.
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      • We hereby declare, confirm, and agree that:

         

        1. the H2H Services/API Client Server shall be located at the Company’s premises.
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        3. the Company shall act as the Transaction Initiator under the H2H Service/API service, that all the payment instruction files will be uploaded from the the Website/Company’s platform to Equitas Small Finance bank’s platform and the acknowledgement/status shall be updated to the Company as and when the transactions initiated through the Company’ platform, are completed.
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        5. We hereby authorize Equitas Small Finance bank to accept and act upon any and all payment instructions initiated on the Website/Company’s platform and received through H2H Service/ API Service as through the same were given on bank’s internet banking portal by the authorized users in respect of the Business Current Account(s). We agree to hold Equitas Small Finance Bank harmless and indemnify Equitas Small Finance Bank against any and all suits, costs, claims, proceedings counter claims, action, losses, damages, liabilities, demands, expenses (including, without limitation, attorney's fees and court costs) whatsoever which Equitas Small Finance Bank may suffer/incur on account of it executing such instructions of authorised users received through the Website/Aggregator’s platform.

 

  1. Definitions

     

    For the purpose of these Terms and the Services Specific Terms, the following words and phrases shall have the meaning assigned to them under this Article.

    1. Bank

       

      Means and includes any bank or financial institution which Open has partnered with, towards offering the Services.

    2. Business Days

       

      means any day in which banks are open for business in Mumbai, India New Delhi, India and Bangalore, India.

    3. Service(s)

       

      means and includes services as collectively provided by Open pertaining to the following Products (collectively referred to as the “Services”): 

      • Integrated Payment Gateway;
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      • Open Pay Account;
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      • Visa co-branded spend cards;
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      • Automated Accounting;
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      • Multi-Account Connect and Automated Accounting;
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      • Wealth management services;
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      • Quick Response codes (“QR Codes”)
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      • App Store - Marketplace;
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      • App Store – Loyalty Programs;
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      • App Store – Lending;
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      • App Store – Payroll Management; and
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      • Any other product/service offered by Open, from time to time.
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    4. Service Provider

       

      means a bank, association, company, partnership or any such facility provider whose facilities or services are utilized in the provision of these Services to Users through the Website.

    5. User

       

      shall mean any person who is boarded on the Company’s platform using the Website, who transacts or avails of the Services through this Website. The same shall also cover such personnel of any User who are authorized to avail of the Services on behalf of the user with full rights or limited rights login.

    6. Know Your Customer (“KYC”)

       

      shall mean the various norms, rules, laws and statutes issued by the Reserve Bank of India (“RBI”) from time to time under which Open is required to procure personal identification details from the User before any Services can be delivered.

  2. Business Current Account by Open

     

    A business current account powered by the Bank and created by an Open customer/User for executing any kind of online payment transactions, opened afresh through the Open platform or by connecting the User’s bank account through the Open platform. The terms governing the current account and various related banking facilities shall be as detailed on the concerned Bank’s website.

  3. Eligibility

     

    Use of the Services hereunder shall be available only to persons who can enter into legally binding contracts under Indian Contract Act, 1872. Persons who are "incompetent to contract" within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. shall not be eligible to use the Services.

    The User represents and warrants that they are at least 18 years old and all information submitted is true, accurate and complete while registering the account on the Service. If the User is a minor i.e. under the age of 18 years, they shall not register as a User of the Services and shall not transact on it.

  4. Registration

     

    In order to avail the Services, the User must be registered with Company and the Service Providers (as applicable), including any Bank for the purpose of availing a Business Current Account. The User shall provide the Company and the Service Providers (as applicable) with all such documents as may be required for complying with the KYC norms as per applicable law.

    By registering with the Company’s platform on the Website, the User agrees to provide true, accurate, current and complete information, failing which, the Company may at any time reject the User's registration and terminate his right to use or access the Website and/or Services. When the User registers with the Company’s platform, a User account will be created, that is associated with User's username, password and other identifying information. The User shall be responsible for anything that happens through its User’s account.   

    Based on the Services availed, and the plan selected, applicable fees shall be charged and any additional terms which specifically govern such Service shall become binding on such User.

    The Company reserves the right to change the fee policy applicable to such paid registration. Changes to the fee policy will be posted on the Website and such changes shall become effective immediately after they are posted on the Website.

  5. Access

     

    The User shall be responsible for maintaining the confidentiality of the username, password and any other information pertaining to the account for restricting and preventing unauthorized access to the account. The User shall be solely responsible for all activities that occur under the User’s account.

    The User can access and update account details on the Website. Further, the User shall ensure that the account details provided and/or updated are correct and complete at all times. Open reserves the right to refuse access to the Services, terminate accounts, remove or edit content at any time without notice to the User concerned.

    Open will endeavor to ensure that access to and availability of the Services remains uninterrupted and error free. However, access to the application may occasionally be suspended or restricted to allow for repairs, maintenance, or for the introduction of new facilities and Services and in such cases Open shall not be liable for any disruption of any Services.

  6. Obligations and Rights

     

    User

    • The User shall not carry out any activity, which is banned, illegal or immoral.
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    • The User shall not use the Services in any manner or in furtherance of any activity, which constitutes a violation of any law or regulation, or which may cause Open to be subject to investigation, prosecution or legal action, including trading in contraband items or providing services or activities online prohibited by applicable laws.
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    • The User shall act in compliance with all laws, rules and regulations and shall at all times comply with the guidelines set by any and all Service Providers.
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    • The User shall not sell, provide, exchange, or otherwise disclose to third parties or use themselves (other than for the purpose of completing a transaction, or as specifically required by law) any personal information about any third party, including the account details and mobile number, without obtaining the prior written consent of such third party.
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    • The User shall take all precautions as may be feasible or as may be directed by Open to ensure that there is no breach of security and that the integrity of the link between their systems, the Website and the payment mechanism is maintained at all times. In the event of any loss being caused as a result of the link being breached or as a consequence of the link being improper or being in violation of the provisions of this clause, the loss shall be to the account of the User and the User shall indemnify and keep Open and the Service Providers indemnified from any loss as may be caused in this regard.
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    • The User shall bear and be responsible for the payment of all relevant taxes (including any applicable withholding taxes) as may be due.
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    • A User shall inform Open of any change in its email address, mobile number, address, ownership or legal status or his cessation of business in writing at least 30 (thirty) Business Days in advance of such change.
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    Open

     

    • Open shall comply with all provisions regarding protection of the User’s funds as set out by the RBI through its banking partnership agreements. However, it is also clarified that all Business Current Account funds are the sole responsibility of the Bank and shall be governed by the related guidelines of the Bank and RBI.
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    • Funds in the Business Current Account do not expire, and no interest is paid on the funds. Funds in the business current account shall belong to the holder, subject to applicable Bank charges.
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    • Open has the right to conduct inspections, audits and/or impose additional conditions or restrictions relating to the User’s account including establishing a reasonable reserve amount to cover potential chargebacks and related fees and sanctions.
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    • The User acknowledges and agrees that the specific transaction risks shall be governed by the terms and conditions between the User and the Service Provider.
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    • Open shall be responsible for Services directly provided to the User and these Terms shall govern delivery and completion of the Services.
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    • The User acknowledges that Open does not provide any banking services regulated by the RBI.
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  7. Security

     

    Subject to the provisions stated herein and as specified by Open from time to time, the User will not hold Open liable in case of any improper/ fraudulent/unauthorized/ duplicate/erroneous use of his mobile and/or the web-based access. Open will also not be liable for any consequences connected with the use/ misuse of User's mobile/ e-mail account by any third party. If any third parties gain access to the Services, the User will be responsible and shall indemnify Open against any liability, costs or damages arising out of such misuse / use by third parties based upon or relating to such access and use, or otherwise.

    The User shall be fully and solely liable for: (a) any unauthorised use of his mobile/ email account; and/or (b) all authorised transactions on his mobile/email account.

  8. Use The Services at Your Own Risk

     

    We reserve the right to refuse any Service to anyone for any reason at any time. The User understands that its content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

    The User agrees not to reproduce, duplicate, copy, sell, resell or exploit the Services or any portion of the Services, without express written permission from Open. 

  9. Complaints

     

    If we receive a complaint from any person against the User with respect to the User’s activities as part of use of the Services, Open will forward the complaint to the primary email address of the User’s account. The User must respond to the complainant directly within 7 (seven) days] of receiving the complaint as forwarded by Open and copy Open in the communication. If the User does not respond to the complainant within 7 (seven) days] from the date of Open’s email to the User, we may at our sole discretion opt to disclose the User’s name and contact information to the complainant for enabling the complainant to take legal action against the User. The User understands that its failure to respond to the forwarded complaint within the 7 (seven) days’ time limit will be construed as the User’s consent to disclosure of the User’s name and contact information by Open to the complainant.

  10. Inactive User Policy

     

    Open reserves the right to suspend or terminate User accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such User account will be deleted. We will provide the User prior notice of such termination and option to back-up the User’s data. The data deletion policy may be implemented with respect to any or all of the Services.

  11. Data Ownership

     

    We respect the User’s right to ownership of content created or stored by them. The User owns the content created or stored by them. Unless specifically permitted by the User, the use of the Services does not grant Open the license to use, reproduce, adapt, modify, publish or distribute the content created and/or stored in the User account for Open’s commercial, marketing or any similar purpose. But the User grants Open permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of the User account solely as required for the purpose of providing the Services.

  12. User Generated Content

     

    The User may transmit or publish content created by using any of the Services or otherwise. However, the User shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. The User(s) is/are responsible for ensuring that the private content is not accidentally made publicly available. Any content that the User may receive from other Users of the Services, is provided to the User ‘AS IS’ for their information and personal use only and thus agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Services, if the User comes across any content with copyright notice(s) or any copy protection feature(s), User agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Services, the User affirms that the User has the consented, authorized or provided permissions, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, the User expressly agrees that Open will have the right to block access to or remove such content made available by such User if Open receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, the User expressly consents to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Open for this purpose.

  13. Sample Files and Applications

     

    Open may provide sample files and applications for the purpose of demonstrating the possibility of using the Services effectively for specific purposes. The information contained in any such sample files and applications consists of random data. Open makes no warranty, either express or implied, as to the accuracy, usefulness, completeness or reliability of the information or the sample files and applications.

  14. Accuracy

     

    We are not responsible if information made available on the Website is not accurate, complete or correct. The material on the Website is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on the Website is at the User’s own risk. The Website may contain certain historical information. Historical information, necessarily, is not current and is provided for the User’s reference only. We reserve the right to modify the contents of the Website at any time, but we have no obligation to update any information on Our Website. The User agrees that it is the User’s responsibility to monitor changes on Our Website.

  15. Trademarks

     

    Open, Open logo, the names of individual Service(s) and their logos are trademarks of Open Financial Technologies Private Limited. The User agrees not to display or use, in any manner, the Open trademarks, without Open’s prior permission.

  16. Disclaimer of Warranties

     

    The User expressly understands and agrees that the use of the Services is at their sole risk. The Services are provided on an as-is-and-as-available basis. Open expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Open makes no warranty that the Services will be uninterrupted, timely, secure, or error free. Use of any material downloaded or obtained through the use of the Services shall be at the User’s own discretion and risk and they will be solely responsible for any damage to their computer system, mobile telephone, wireless device or data that results from the use of the services or the download of any such material. No advice or information, whether written or oral, has been or will be obtained by the User from Open, its employees or representatives shall not create any warranty not expressly stated in these terms.

  17. Cookies

     

    We employ the use of cookies. Most interactive websites use cookies to enable retrieval of the User’s details for each visit. Cookies are used in some areas of Our site to enable the functionality of this area and ease of use for those people visiting.

    By using Our Website, the User consents to the use of cookies in accordance with Our Privacy Policy. Some of Our Service Providers may also use cookies.

  18. Arbitration

     

    Any controversy or claim arising out of or relating to the Terms shall be settled by binding arbitration in accordance with the Arbitration and Conciliation (Amendment) Act, 2019 and the rules of the Conciliation and Arbitration Centre, Bangalore. The seat of arbitration shall be at Bangalore.

  19. Suspension and Termination

     

    In the event that User breaches these Terms or in the event that any other user or a third party reports violation of any of its rights as a result of the User’s use of the Services, Open reserves the right, to suspend or terminate such User’s access to any or all of the Services with or without notice, and to exercise any other remedy available under applicable law. Separate suspension and termination provisions will be applicable to each of the Services as per Services Specific Terms (as applicable).

    Open shall have the right to indefinitely suspend or block access to the User’s account on the application and/or Website and refuse to provide the User access to the application and/or Website if:

     

    • If the User engages in or is suspected of engaging in any illegal, fraudulent or abusive activity; or
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    • If the User provides any information that is untrue, inaccurate, not current or incomplete in any respect or Open has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with these Terms.
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  20. Indemnity

     

    The User shall keep the Company indemnified from and against any and all liability (including but not limited to liabilities, judgments, damages, losses, claims, costs and expenses,) or any other loss that may occur, arising from or relating to any claim, suit or proceeding brought against the Company by another User/ Service Provider/ third party for reasons including, but not limited (i) a breach, non-performance, non-compliance or inadequate performance by the User of any of the terms, conditions, representations, obligations or warranties made by him; (iii) any acts, errors, misrepresentations, willful misconduct or negligence of the User, or his employees, subcontractors and agents in performance of their obligations under these Terms.

    The User shall comply with all such terms and conditions as the Company or any Service Provider may prescribe from time to time with regard to the Services.

  21. Confidentiality

     

    The User agrees not to disclose or attempt to use or personally benefit from any non-public information that he may learn on the Website or through the Services. This obligation shall continue until such time as the non-public information has become publicly known through any action of the User. If the User is compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any such non-public information, the User agrees to promptly and diligently notify Open and cooperate fully with Open in protecting such information to the extent possible under applicable law.

    Open may access, preserve and disclose any of User’s information if required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Open or to comply with legal process, (ii) for fraud prevention, risk assessment, investigation, User support, product development and de-bugging purposes, or (iii) protect the rights, property or safety of Open, its Users or members of the public.

  22. Limitation of Liability

     

    The User acknowledges and agrees that, to the maximum extent permitted by law, the entire risk arising out of the User’s access of and use of the Website and Services, remains with themselves. Neither Open nor any Service Provider involved in providing or delivering the Services will be liable for any direct, incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, loss of monies pursuant to any of the Services, computer damage or system failure or the cost of substitute services, or in connection with these terms, as a result of the User’s use of the Website or Services, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Open has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. A separate limitation over liability shall be applicable to each of the Services.

  23. Miscellaneous Terms

     

    • Open may, if required by law, change any fee or charge or institute new fees or charges. The User agrees to pay all fees and charges so levied provided there is an intimation of the fees prior to the change.
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    • Open shall not make any refunds of any amounts other than as agreed by these Terms.
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    • Open reserves the right to vary any of the general Terms and/or Service Specific Terms contained herein by posting the revised terms on Open's Website without notice to the User.
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    • The User hereby accepts that he may, from time to time, receive from Open or its affiliates, communications such as service announcements, advertisements or administrative communications.
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    • All information provided by the User to Open shall be accurate, current and complete. User shall be solely responsible for the accuracy and correctness of all information provided by him. Open shall not be liable for any loss or costs incurred by any party due to any incorrect or mistaken information provided by User.
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    • Open shall not be liable for any direct, indirect, punitive, incidental, exemplary, special or consequential damages or any loss of profit, business, revenue, goodwill or anticipated savings or any damages whatsoever arising out of or in any way connected with the use of the Website and/or Service(s) by the User or otherwise.
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    • Neither Open nor any Service Provider shall in any event be liable to the User or any third party for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Website and Services.
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    • In no event shall Open nor a Service Provider be liable to a User or any other third party for any applicable taxes and government levies.
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    • Any link on the Website to a third-party site is not an endorsement of that website. The use or browsing by a User of any other website shall be subject to the terms and conditions specified in or by each such website.
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    • Open shall not be liable for any unauthorized access to the User's data or any unauthorized transmissions sent through the Services.
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    • The User shall not (whether on-line or otherwise): describe itself as agent or representative of Open or make any representations to any User or any third party or give any warranties which may require Open or Service Provider to undertake to or be liable for, whether directly or indirectly, any obligation and/or responsibility to User or any third party.
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    • Open shall not be liable for any breach of these general Terms and/or Service Specific Terms due to any force-majeure event such as act of god, fire, lightning, explosion, flood, inclement weather conditions, power failures, failure in any communication systems, equipment breakdown, strikes, lock-out or any other cause beyond the control of Open.
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    • If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth herein, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
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  24. Third-Party Links

     

    The Services contain, or may contain, links to third-party websites, applications, services and resources that are not under Our control and do not form a part of the Services. We provide these links only as a convenience to the User, the Company makes no representation or warranty of any kind regarding the accuracy, reliability, effectiveness, or correctness of any aspect of any third-party services, and consequently, the Company is not responsible for the content, products or services that are available from third-party services. The User is responsible for reading and understanding the terms and conditions and privacy policy that applies to the User’s use of any third-party services, and the User acknowledge sole responsibility and assume all risk arising from User’s use of any third-party services.

  25. Communication Policy

     

    The User agrees to receive alerts and notifications. As part of User’s use of the Services, User may receive notifications, offers, discounts and general information via text messages, or by emails for the purpose of collecting feedback regarding User’s services. The User agrees to the receipt of these communications. The User can control receipt of non-service related communications from User’s account settings or by sending mail to letstalk@bankopen.co. The User acknowledges that the SMS service provided by Open is an additional facility provided for the User’s convenience and that it may be susceptible to error, omission and/ or inaccuracy. In the event the User observes any error in the information provided in the alert, Open shall be immediately informed about the same by the User and Open will make best possible efforts to rectify the error as early as possible. The User shall not hold Open liable for any loss, damages, claim, expense including legal cost that may be incurred/ suffered by the User on account of such facility.

  26. Taxes and Customs

     

    If User’s use of the Services is subject to any type of use or sales tax, duty or other governmental tax or levy, then we may charge the User for those taxes. The User is responsible for any taxes or duty or customs due with respect to the User’s use or receive the Services.

  27. Changes to the Services

     

    We may change or discontinue, temporarily or permanently, any feature or component of the Services at any time without prior notice to the User. We are not liable to the User or to any third party for any modification, suspension or discontinuance of any feature or component of the Services. We reserve the right to determine the timing and content of software updates, which may be automatically downloaded and installed by an application without prior notice to the User anytime.

  28. Termination

     

    In the event that any User (“Breaching Party”) breaches these Terms or any Service Specific Terms or in the event that any other User or a third party reports violation of any of its rights as a result of the Breaching Party’s use of the Services, Open reserves the right, to suspend or terminate such Breaching Party’s access to the Services with or without notice to such Breaching Party, and to exercise any other remedy available under the law. 

    Open shall have the right to indefinitely suspend or block access to such Breaching Party’s account on the application and/or Website and refuse to provide the Breaching Party access to the application and/or Website if:

    • If such User engages in or is suspected of engaging in any illegal, fraudulent or abusive activity; or
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    • If such User provides any information that is untrue, inaccurate, not current or incomplete in any respect or We have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, or not in accordance with the Terms.
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  29. Governing Law and Jurisdiction

     

    These Terms and any separate agreements whereby We provide the Services to the User, shall be governed by and construed in accordance with the laws of India. Courts in Mumbai shall have the sole jurisdiction in relation to the use of the Website, the Services, the Terms and Services Specific Terms.

 

 

 

 

 

 

 

 

 

PART B

(Service Specific Terms & Conditions)

 

  1. PAYMENT GATEWAY

     

    These terms and conditions (“Gateway Terms”) regulate the use of the integrated payment gateway (hereinafter referred to as “Integrated Gateway”) offered by Open, as a part of the Services. All capitalized terms used hereunder shall have the meaning ascribed to them under the General Terms. By proceeding to use the Integrated Gateway, the User signifies its consent to be bound by these Gateway Terms which shall be read in conjunction with the General Terms and Privacy Policy.

    1. Definitions:

       

      For the purpose of these Gateway Terms:

      Acquiring Bank” shall mean any bank which receives funds as sent by the User to the Customer.

      Customer” shall mean any individual and/or entity which transacts with the User resulting in transference of funds.

      Card Payment Network” shall mean the network as managed by VISA/MasterCard/AMEX or any other card provider in order to facilitate transactions as done using cards issued by each respectively.

      Gateway Nodal Account” shall mean a nodal account opened with the partner Bank as required under applicable law.

    2. Authorization:

       

      By accepting these Terms, the User authorises Us to hold, receive, disburse and settle funds on, the User’s behalf. The User authorisation permits Us to generate an electronic funds transfer between the payment system providers and Our Gateway Nodal Account to process each payment transaction that the User authorises.

      Thereafter, the User authorises Us to transfer the payments received from the User’s Customer’s to the bank account designated by the User for this purpose at the time of registration. The User’s authorisation will remain in full force and effect until the User’s account is closed or terminated in accordance with the provisions contained hereunder.

    3. Card Association Rules

       

      Card Payment Network Rules” refer to the written rules, regulations, releases, guidelines, processes, interpretations and other requirements (whether contractual or otherwise) imposed and adopted by the Card Payment Network. The Card Payment Networks have infrastructure and processes to enable transaction authorisation. The Card Payment Network requires the User to comply with all applicable guidelines, rules, and regulations formulated by them.

      The Card Payment Network reserves the right to amend their guidelines, rules and regulations. We may be required to amend modify or change these terms of use pursuant to amendments to the Card Payment Network Rules and such amendments, if any, shall be deemed to be binding on the Users with immediate effect.

      The User agrees to fully comply with all programs, guidelines, requirements that may be published and/ or mandated by the Card Payment Network. Notwithstanding our assistance in understanding the Card Payment Network Rules, the User expressly acknowledges and agrees that, the User is assuming the risk of compliance with all provisions of the Card Payment Network Rules, regardless of whether the User is aware of or have access to those provisions. MasterCard, Visa and American Express make excerpts of their respective rules available on their internet sites.

      In the event that, the User’s non-compliance of Card Payment Network Rules, results in any fines, penalties or other amounts being levied on or demanded of Us by a Card Payment Network, then without prejudice to Our other rights hereunder, the User  shall forthwith reimburse Us in an amount equal to the fines, penalties or other amount so levied or demanded or spent by Us in any manner in relation to such fines, penalties and levies. If the User fails to comply with, the User’s obligations towards the Card Payment Network, We may suspend settlement or suspend/terminate the Services forthwith.

    4. Settlement

       

      In consideration of these Services rendered by Us, the User shall pay Us a fee (“Fee”). We reserve the right to revise the Fee periodically and We will intimate the User of any such change within a reasonable time. On receipt of the payments in the Gateway Nodal Account, We will endeavour to instruct the partner Bank to transmit the payments payable to the Customer, after deducting Our Fee, from the Gateway Nodal Account to the Customer's designated bank account, within 3 (three) Business Days (or such other period as may be prescribed by the RBI from time to time) from completion of transaction. Subject to any other provisions of the general Terms and/or the Gateway Terms and completion of transaction, the User acknowledges that We will settle the payments only upon actual receipt of payments in the Gateway Nodal Account and upon reconciliation of the payments by the Acquiring Banks, Our payment gateway and the partner Bank. The User will bear and be responsible and liable for the payment of all relevant taxes in relation to the payments made under these terms.

      Users receive the amount (minus Our Fee) in their designated bank account within T+3 days where ‘T’ is defined as the date of intimation of the completion of the transaction.

      Once a payment is authenticated by payment service providers, the funds are moved to Our Gateway Nodal Account and the first settlement is initiated only after all required documents (in hard copies) are received by Us.

      All risks associated with any delivery will be solely that of the User and not Us. Also, all disputes regarding quality, merchantability, non-delivery, delay in delivery or otherwise will be directly between the User and the Customer without making Us and/ or the payment service providers, a party to such disputes.

    5. Prohibited Services

       

      The User agrees that the User will not accept payments in connection with the following businesses, business activities or business practices:

       

      1. embassies, foreign consulates or other foreign governments;
      2. door-to-door sales;
      3. offering substantial rebates or special incentives to the cardholder subsequent to the original purchase;
      4. negative response marketing;
      5. engaging in deceptive marketing practices;
      6. evading card network's chargeback monitoring programs;
      7. engaging in any form of licensed or unlicensed aggregation or factoring;
      8. age restricted products or services;
      9. bail bonds;
      10. bankruptcy lawyers;
      11. bidding fee auctions;
      12. collection agencies;
      13. chain letters;
      14. cheque cashing, wire transfers or money orders;
      15. counterfeit goods (e.g. knock-offs, imitations, bootlegs);
      16. currency exchanges or dealers;
      17. firms selling business opportunities, investment opportunities, mortgage consulting or reduction, credit counselling, repair or protection or real estate purchases with no money down;
      18. credit card and identity theft protection;
      19. cruise lines;
      20. essay mills;
      21. flea markets (firms/ individuals operating from a booth, on a part time basis with no lease or telephone availability; whether indoor or outdoor);
      22. drug paraphernalia;
      23. extended warranties;
      24. fortune tellers;
      25. "get rich quick" schemes;
      26. gambling (including but not limited to lotteries, internet gaming, contests, sweepstakes, or offering of prizes as an inducement to purchase goods or services);
      27. sports forecasting or odds making;
      28. illegal products or services;
      29. mail-order brides;
      30. marijuana dispensaries and related businesses;
      31. money transmitters or money service businesses;
      32. multi-level marketing or pyramid schemes;
      33. online, mail, or telephone order pharmacies or pharmacy referral services;
      34. prepaid phone cards, phone services or cell phones;
      35. pseudo pharmaceuticals;
      36. quasi-cash or stored value;
      37. securities brokers;
      38. sexually-oriented or pornographic products or services;
      39. shipping or forwarding brokers;
      40. substances designed to mimic illegal drugs;
      41. telemarketing;
      42. timeshares;
      43. online, mail, or telephone order tobacco or e-cigarette sales;
      44. weapons and ammunitions;
      45. virtual currency or credits that can be monetized, re-sold or converted to physical or digital goods or services or otherwise exit the virtual world; or
      46. products/services intended to inflict or promote revenge, harassment, and other forms of abuse, humiliation and intimidation;
    6.  

    7. Transaction Disputes

       

      Transactions may be disputed at any time up to 120 (one hundred twenty) days, from the date of transaction by the buyers as per the Card Payment Network Rules. Disputes resolved in favour of the Customers may result in reversal of payments to the Customers (“Chargeback”). In the event of rejection/ suspension of payments to the User, chargebacks, refunds and/or any other dispute relating to the transactions contemplated under these terms ("Disputed Transaction"), on any grounds whatsoever, We will forthwith notify the User of the same.

      On such notification the User will conduct an internal review of such matter and will, within 5 (five) Business Days from receipt of notification, revert to Us in writing either:

      1. requesting Us to refund ("Refund Request") the payment received by the Customer in respect of such Disputed Transaction ("Refund Monies"); or
      2. providing Us with a statement explaining how the Disputed Transaction is not warranted, together with all documentary evidence in support of contesting such Disputed Transaction.

      In the event that the User provides a Refund Request to Us or fails to contest such Disputed Transaction within the aforesaid 5 (five) Business  Days or contests Disputed Transaction without providing supporting documentation to the satisfaction of Open, the concerned payment service provider, Card Payment Network and/ or issuing institution, We will be entitled to recover the Refund Monies from credits subsequently made to the Gateway Nodal Account with respect to payments made by the User's Customers.

      The User will be liable to make payment of the Refund Monies or part thereof which has not been returned by Us forthwith. It is hereby agreed and acknowledged by the Parties that the Fees charged by Us in respect of the Disputed Transaction will not be refunded or repaid by Us to the User, Customer or any other person. Further, the Chargeback will be provided within 1 (one) week of the transaction and maximum amount of the Chargeback payable by Us to the Customer will be the value of the transaction only.

       

  2. MULTI-ACCOUNT CONNECT AND AUTOMATED ACCOUNTING

     

     

    1. Scope

       

      The multi-account connect and automated accounting terms and conditions (“MAC & AA Terms”) govern the use of the following services provided to the User:

      1. Multi-bank connect: partnering with 60+ banks in India, allowing the User(s) to track their customer payments and bank statements, thus automating and streamlining the entire process.
      2.  

      3. Automated Accounting: automatically preparing User’s book-keeping records, Goods and Services Tax (“GST”) records and miscellaneous tax-filings.
    2.  

    3. Exclusion of Liability

       

      1. User understands, covenants and confirms that Open shall not be liable in case any instruction given by the User on the Multi-Account connect and/or Automated Accounting platform (as the case maybe) is not properly executed by the User and/or concerned Bank and resultantly any wrong amount is debited or credited from the concerned bank account of the User. Consequently, Open expressly excludes any and all direct as well as indirect liability whatsoever which may arise in this regard. 
      2.  

      3. In addition to the above, the User shall have any and all claim(s) against the wrongful debit or credit of amount against the concerned Bank and, therefore, will have no claim (either direct or indirect) whatsoever against Open.
    4.  

    5. Internet Frauds and Technology Risks

       

      1. The internet is susceptible to a number of frauds, misuses, hacking and other actions, which could affect use of Services in relation to Automated Accounting and Multi-Bank connect. Whilst Open shall aim to provide security to prevent the same, it does not guarantee the User complete protection from such internet frauds, hacking and other actions, which could affect the use of affect use of Services in relation to Automated Accounting and Multi-Bank connect.
      2.  

      3. There can be instances where the Services in relation to Automated Accounting and Multi-Bank connect may require maintenance and during such time it may not be possible to process the request of the Users. This could result in delays in the processing of requisite instruction or failure in processing of instructions. The User understands and acknowledges that Open disclaims all and any liability, arising out of any failure or inability by Open to honour any customer instruction. 
    6.  

    7. Collection of User Data

       

      The information collected from the User for performing the Services under these MAC & AA Terms (“Data”) shall comprise of the details of the User’s accounts as opened with different banks, details for User’s cashflow statements, GST filings, tax filings and such other details as may be required for performing the Services as mentioned under these MAC & AA Terms.

    8.  

    9. Use of User’s Data


      The information collected may be used for
      personalizing the User’s experience and better Our responses to match the User’s requirements, wherever possible, improve our Website and/or application based on the information, their exact requirements, improving customer service based on the feedbacks provided by the User.

    10.  

    11. Request for Consent

       

      The consent for the collection of Data and also for the subsequent use of the Data is deemed to be given by the User when the User decides to avail Services pertaining to Multi-bank connect and Automated Accounting.

    12.  

    13. Malicious Behavior

       

      Open’s Website shall not allow any party and/or entity that steal data, secretly monitor or harm Users, or are otherwise malicious. Therefore, the following are expressly prohibited:

      1. viruses, trojan horses, malware, spyware or any other malicious software
      2.  

      3. apps/ websites that link to or facilitate the distribution or installation of malicious software
      4.  

      5. apps/ websites that introduce or exploit security vulnerabilities
      6.  

      7. apps/ websites that steal a User’s authentication information (such as usernames or passwords) or that mimic other apps or websites to trick Users into disclosing personal or authentication Data
      8.  

      9. apps/ websites that install other apps on a device without the User’s prior consent
      10.  

      11. apps/ websites designed to secretly collect device usage, such as commercial spyware apps
      12.  

    14.  

  3.  

  4. QR CODES

     

    General

    Open offers a single unified QR Code to the User for accepting payments through third party UPI apps / net-banking and the User shall procure the payment services to be provided by Open under the terms and conditions detailed herein-under along with the Open terms and conditions detailed on the Website.

    User shall, upon receipt of the QR code, download Open App and link the code to the Open Payment account. By linking the QR code, the User hereby accepts these Terms and Conditions and the User authorises Open to hold, receive, disburse and settle funds on his behalf. This authorization permits Open to receive an electronic funds transfer initiated by the User's Customer into Open's Nodal account to process each Transaction.

    The User may link a bank account to Open Payment account to receive the amounts collected in Open Payment account deemed to be the Settlement Account. Open shall verify the Settlement Account within two working days post linking the QR code. The User has a maximum of three attempts to add a Settlement Account of which at least one shall be successfully verified by Open. Open reserves the right to allow further addition post the third attempt. If the User fails to add a Settlement Account, the money collected shall remain in the Open Payment account till the instruction for transfer to a verified account is implemented.

    The User shall provide additional KYC information/details to Open, such as electronic copies of identity proof, address proof and any other such document mandated under the law, and shall be uploaded by the User in soft copy form at the time of registration and/or provided to Open as and when sought. Open has the sole right to activate/deactivate the User's account on the Website/App, upon receiving the registration information provided by the User, upon scrutinising the veracity of the details provided. For the purpose of conducting the KYC on the User, Open has the right to seek the self-attested copies of the documents, as submitted during/post the registration process.

    Thereafter, Open shall transfer the payments received from the User's customers to the Settlement Account added by the User and verified by Open, in all cases where the User initiates withdrawal to the Settlement Account, within 3 working days of withdrawal request. This authorization will remain in full force and effect until specifically terminated. In case of failure to complete the KYC, the User shall be entitled to withdraw or move funds to any verified bank account only upto INR 10,000 from the Open Payment account till successful completion of the KYC. In case of failure to comply with the KYC norms within 2 working days, the collected amounts shall be refunded to the source.

    The payment of the monies deposited in Open's Nodal Account shall be transferred to the User's account within T + 3 bank working days (T being the date of withdrawal request) from the date of transfer of such funds to the Settlement Account or within such other period as the Partner Bank may take to transfer the aforesaid monies to the User's account after deduction of Open Fees and charges as agreed under these Terms and Conditions. Users receive the amount (minus our fees) in their bank account within T+3 days where T is defined as the date of request of withdrawal to the designated account.

    Subject to any other provisions of these Terms and Conditions and completion of the Transaction, the User acknowledges that Open will settle the Payments only upon actual receipt of Payments in the Nodal Account of the Partner Bank. The User will bear and be responsible and liable for the payment of all relevant taxes in relation to the Payments made under these Terms and Conditions.

    In processing the Transactions, Open shall be entitled to rely upon all electronic communications, orders or messages sent to Open through the Service Providers  including and to the extent this is in compliance with the processing mechanism of the Service Providers and any applicable laws and guidelines of the Reserve Bank of India. Open shall not be obligated to verify or make further inquiry into the identity of the sender, or the message integrity, of any communications, orders or messages. The User shall in no circumstances dispute such reliance by Open, provided that if Open were to employ any security measures, Open shall not be bound or obligated to act on any electronic communications, orders or messages received from the User or the Customer which do not properly utilise Open's security measures as may be applicable from time to time.

    1. REPRESENTATIONS, WARRANTIES AND OBLIGATIONS OF THE USER

       

      The User hereby represents, warrants and covenants that it is a natural or legal person who is a resident of India, at least 18 (eighteen) years of age who is eligible to contract within the meaning of the Indian Contract Act, 1872, is not an undischarged insolvent and has registered for the Open Payment Account by accepting these Open Payment account T&Cs.

      The User agrees to notify Open of any third party claim that results from the User's use of the Open Services or otherwise conflicts with or infringes upon or violates any rights of such third party.

      The User agrees and acknowledges that Open is not bound to provide any support services on termination of this engagement.

      The User may endeavor but not be obligated to promote Open Services in its place of business, website, other advertisements and publications.

      The User undertakes to provide all the information and assistance as is required by Open or if the same is required to be provided to government or judicial/quasi-judicial authorities by Open.

      The User undertakes not to offer any products, which are illegal or offensive or prohibited or are not in compliance with applicable laws, rules and regulations prescribed by any regulatory authorities in India. In addition, User undertakes to comply with and shall ensure compliance by the Customers with all applicable guidelines, rules, and regulations issued by the Reserve Bank of India and our Service Providers.

      The User agrees and understands that Open reserves the right to suspend the Settlement Amount and/or Open Services until such time that User do not discontinue selling such prohibited products or does not conform to all applicable laws and regulations in force from time to time. In addition, Open reserves the right to terminate this engagement without further notice in the case of breach of any of the Terms and Conditions by the User.

      The User shall ensure that the bank account details shared by the User at the time of registration are valid and legitimate and maintain the same during the tenure of this engagement. Further, the User agrees and undertakes to utilise such bank account only for lawful commercial / business purposes. The User understands that the QR Code which will be generated by Open for him is unique and specific to the User and the User shall at all times maintain the secrecy of this QR Code. Specifically Open shall not be liable in any manner whatsoever for any negligent or willful misuse of the QR Code by the User or its agents/ employees.

      The User hereby represents, warrants and covenants that the User shall deliver the goods/services to the customers either before or immediately upon the payment for such goods/services made by the customers by using the Open QR Code.

      Further, the User also undertakes to compensate Open of any loss incurred due to refunds or chargebacks as a result of defective services or fraudulent transactions already withdrawn by the User.

    2.  

    3. OBLIGATIONS OF OPEN

       

      Open shall comply with all Applicable Laws including the applicable data privacy laws and Information Technology Act, 2000.

      Open shall provide the details about the User activities through the User panel/ daily reports provided by Open to the User.

    4.  

    5. LIMITATION OF LIABILITY

       

      Open is not a party to and will not be responsible for any disputes, chargebacks or reversals. Notwithstanding anything contrary contained in these Terms and Conditions, Open shall not be liable to the User or end Customers for any special, indirect, incidental or consequential damages arising in connection with these Terms and Conditions.

      The User agrees to release Open and their agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with a dispute between the Customer and the User. The User agrees that he will not involve Open in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any User, Customer, advertiser or other third party in connection with the Open Service. In the event of any litigation, the User shall bear all costs and attorneys' fees of Open, and shall provide indemnification as set forth below, and the jurisdiction for any such litigation or dispute shall be limited as set forth below.

      Except as otherwise provided in these Terms and Conditions, Open shall not be liable and responsible for any disputes, claims, losses, damages arising out of any third party software, interruptions, chargeback, availability of connectivity of network, delay in execution of the Transactions, in any manner whatsoever.


      It is agreed between the Parties that Open is a payment facilitator and in no event shall Open be liable to the User for any consequential loss or damage or loss of profit, business, revenue, goodwill or anticipated savings arising out of the performance of the Open Services or otherwise.


      All Transactions made or instructions provided through Open Service shall be deemed to be provided by the User. The User will be solely responsible for any unauthorized access or use of his personal or financial information through Open. In the event of any actual or suspected unauthorized use, the Merchant shall contact Customer Service immediately.

    6.  

    7. NO WARRANTY

       

      Except as provided herein below, Open disclaims all warranties, express or implied, written or oral, including but not limited towards warranties of Usability and fitness of Open Services.

      Open does not warrant that the functions contained in Open Services will be uninterrupted or error free, and Open shall not be responsible for any service interruptions (including, but not limited to, communication outages, system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of Transactions).

      Records of the Transactions will be reflected in the conversation history and Transaction history in the Open App / Website login. The User shall be responsible for reviewing the Transaction activity to determine if there are any errors or unauthorised Transactions, and for alerting Open of such event.

      It is understood between the Parties, that a payment Transaction is solely between the Customer and the User and Open does not provide any guarantees or warranties with respect to any User, or delivery level commitment provided by such User. Use of Open Services in no way represents any endorsement by Open of any User. Open is not obligated to mediate disputes between Customers and Users or between the Customer/User and the payment participants.

    8.  

    9. TERMINATION

       

      Termination of these Terms and Conditions shall not release any Party from the obligation to make payment of all amounts then due and/or payable; upon Termination both Parties shall settle all outstanding dues payable to the other Party.

      If there are reasonable grounds for Open or any of its Partner Bank to suspect or upon receiving an intimation in written mode of communication from the Issuer or Partner Bank that a Transaction conducted on the User platform in suspicious manner which amounts to breach of any of these Terms and Conditions or as a fraudulent Transaction, against any Customer, Open shall be entitled to suspend its services immediately, terminate this engagement with immediate effect without having to give any notice of termination to the User and withhold the settlements to the User, pending enquiries by the partner bank and/or Open and till the resolution of such issues. Open shall also have the right to block any future payments in this regard.

      As part of this continuing process, the User acknowledges and agrees that Open may stop (permanently or temporarily) providing the Open Services (or any features within the Open Services) to the User or to users generally at Open's sole discretion, without any prior notice. The User may stop using the Open Services at any time without any need to provide prior information to Open regarding discontinuation of use of Open services.

      Open may monitor all Transactions for high-risk practices or for fraudulent transactions. It is understood that Open may also engage Third Party Providers to assist in these efforts and other elements of Open Services. In the event of any suspicious or unusual activity being carried out through the User's Open Account on Open, such account may be temporarily or permanently suspended.

      Open reserves the right to reject a Transaction and/or settlement of payments for various reasons, including but not limited to risk management, suspicion of fraudulent, illegal or doubtful Transactions, selling of prohibited items, use of compromised accounts, chargebacks/complaints or for other reasons. In the event that a Transaction is rejected or is unable to be completed, Open will either transfer the funds back to the Customer's Funding Account or will handle the funds in accordance with Applicable Laws.

    10.  

  5. OPEN CREDIT

     

    The terms and conditions hosted on the URL: https://open.money/tnc-opencredit (“Open Credit Terms”) shall govern the credit facility offered on the Website as a part of the Services (hereinafter referred to as “Open Credit”). By proceeding to use Open Credit, the User signifies its consent to be bound by the Open Credit Terms which shall be read in conjunction with the General Terms and Privacy Policy.

  6. OPEN HUB

     

    The terms and conditions hosted on the URL: https://open.money/tnc-openhub (“Open Hub Terms”) shall govern the marketplace offered on the Website as a part of the Services (hereinafter referred to as “Open Hub”). By proceeding to use Open Hub, the User signifies its consent to be bound by the Open Hub Terms which shall be read in conjunction with the General Terms and Privacy Policy.

  7.