Bharat Connect (B2B) Terms And Conditions

These Bharat Connect Terms and Conditions (hereinafter “Terms” or “the Agreement“) shall govern the provision of Bharat Connect OU (Operating Unit) Services by Open Financial Technologies Private Limited, a company incorporated in India under the Companies Act, 2013 and having its registered office at 3rd Floor, Tower 2, RGA Tech Park, Sarjapura Road, Carmelaram, Bengaluru-560035, Karnataka (“the Company“/ “Open“/”We”/”Our”/”Us”) to the user(s) of Bharat Connect OU Services (“User(s)“/ “You“/ “Your“/“B2B customer(s)”). Whenever the context requires “User“/ “You“/ “Your”/ “B2B customer(s)” shall mean any legal entity whether incorporated inside the territory of India or outside or a natural/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 and is not an undischarged insolvent.

Bharat Connect (earlier Bharat Bill Payment System(Bharat Connect)) is a Reserve Bank of India (RBI) conceptualized system driven by NPCI Bharat BillPay Limited (NBBL – a wholly owned subsidiary of National Payments Corporation of India) which offers integrated, accessible, interoperable payment and collection services to customers across geographies with certainty, reliability, and safety of transactions and revolutionises B2B invoicing, payments, collections and settlements in India. You can in this new arrangement become a part of the connected ecosystem without switching from Your preferred accounting solutions. Information across all solutions auto-syncs in real-time, ensuring end-to-end support for Your B2B transactions in one place. You benefit from an open-loop system that connects all parties. You can discover a ready pool of verified entities with the ability to assess their digital invoicing and payment behaviour via a ‘trade credit score’ that minimises background checks on Your part. Additionally, Banks, financiers, and Bharat Connect Operating Units (such as Open) can benefit from rich data of buyer-approved invoices and transactions on the platform by businesses and offer competitive lending rates.

National Payments Corporation of India (“NPCI“) has been authorized by RBI to act as the Bharat Connect Central Unit (“BCCU“) and is responsible for setting B2B standards, rules and procedures for technical and B2B requirements for all participants. The BCCU undertakes clearing and settlement activities related to transactions routed through the Bharat Connect.

Open reserves the right at any time and from time to time, at its sole discretion, to modify or discontinue, temporarily or permanently, in part or in whole, the Bharat Connect OU Services. You agree that the Company shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.

Objective

The objective of Bharat Connect-B2B is to offer interoperable and accessible B2B payment & collection services to B2B customers through digital channels, enabling multiple payment modes and providing instant confirmation of payment, and at the same time, providing a standardized platform for transmission of invoices, reconciliation and access to finance.

Scope

The scope of Bharat Connect-B2B includes payments and collections, both recurring and non-recurring for all B2B customers. This makes the Bharat Connect platform accessible to a wider set of B2B customers who can benefit from the enhanced payment experience, faster access to funds, and improved efficiency.

Definitions

1. B2B Customers
   Any entity (including Central and State Government Department or Public Sector Undertakings/individuals) which is connected to Bharat Connect-B2B through a BCOU (either directly or through its Agent Institution) or through a participating Agent Institution for availing defined B2B services is defined as B2B customer in this guideline. They are the end users of defined B2B services and can act as a buyer supplier in any transaction.
2. Bharat Connect Operating Unit (BCOU)
   BCOUs are entities that operate under BCCU in a tiered structure and further strengthen the Bharat Connect- B2B network. BCOUs may be banks as well as non-banks. Banks (All Scheduled Commercial Banks including RRBs or Urban Cooperative Banks or State Cooperative Banks or District Central Cooperative Banks), non-bank Payment Aggregators (Pas) with Certificate of Authorization by RBI or have received the In-Principle Authorization by RBI to operate as Online Payment Aggregator and other existing entities authorized as BCOUs can participate in Bharat Connect-B2B as Operating Units. Banks and non-bank Pas, intending to operate as BCOUs, shall not require separate authorization. They shall twice intimate DPSS, RBI, and Central Office, once during their onboarding on Bharat Connect- B2B and a second time before commencing operations.
3. Agent Institutions
   Are entities that are certified by BCCU and are onboarded by BCOUs. These entities shall integrate with BCOUs to provide front end interface(s) to B2B customers for provisioning of defined B2B services.
4. Participating Agent Institutions (Participating AIs)

   Participating AIs are the Agent Institutions which are directly integrated with BCCU. Participating AIs have the ownership of technical integration, safety and security of transaction, maintaining tech infrastructure, as they relate to BCCU directly. Participating Ais shall use the services of their BCOUs for fund settlement.

   Participating AIs cannot further onboard agents and cannot extend their Bharat Connect-B2B connectivity to technology service providers (TSP), Fintech, or any other such entity. For providing defined B2B services.

5. Sponsor bank
   A sponsor bank is defined as a scheduled commercial bank that facilitates settlement of non- bank BCOUs with BCCU.
6. Technology Service Provider (TSP)

   Are entities certified by NBBL that provide technical services and solutions to BCOUs, Agent Institutions, Participating Agent Institutions or others to integrate with Bharat Connect-B2B. TSPs shall not be part of the settlement flow or handle the movement of funds. They shall comply with data integrity and security regulations, ensuring secure and efficient operation of Bharat Connect-B2B network.

   Bharat Connect – B2B (earlier Bharat Bill Payment System or BBPS – Business)

   The payment system serving businesses (who are hereinafter referred to as “B2B customers”) and providing services such as invoice lifecycle management (including payments, collections and reconciliation), access to financing solutions, etc. shall be referred to as “Bharat Connect- B2B”.

7. Open Platform
   Means the services hosted by Open at https://open.money and mobile application by the name of ‘Open’.
8. Service Provider
   Refers to any entity, association of persons, facility provider, lender, card issuing institution, Bank, card processor, clearing house networks whose facilities or services are utilized in the provision of the Bharat Connect OU Services.

General Terms for Bharat Connect OU Services

To participate in the Bharat Connect-B2B platform and Services, You must comply with the following terms and conditions. These terms are provided to You by Open in agreement with the Service Providers, subject to applicable laws (including the RBI Guidelines).

1. You must ensure compliance with provisions of the on-boarding agreements/arrangements entered into between You and Open and other standards or directions, communicated to You by Us from time to time.
2. You must adhere to the revised limits on transactions (on an ongoing basis), if any, communicated to You by Open on the basis of any directions or orders given to Us by the BCCU or other concerned regulators.
3. Open will endeavour to ensure confidentiality and privacy standards as specified by the concerned regulator are complied with. Your data collected during the provisioning of defined B2B services, either directly by Us or by Our AIs/Participating AIs, shall not be used without Your consent or outside the framework prescribed by Bharat Connect - B2B. A suitable "opt-out" option will be provided to You in such cases.
4. Open will endeavour to ensure compliance with applicable laws pertaining to digital personal data protection. You shall ensure that You do not sell, provide, exchange, or otherwise disclose to third parties or use (other than for the purpose of completing a transaction, or as specifically required by law) any personal information about any third party, including the financial details and any personal identification information, without obtaining the prior written consent of such third party.
5. We employ the use of cookies for Users on Our Open Platform. Most interactive websites use cookies to enable retrieval of the User details for each visit. Cookies are used in some areas of the Open Platform to enable and enhance the functionality and ease of use for the Users. By using the Open Platform, the User consents to the use of cookies in accordance with the Privacy Policy. Some of the Service Providers may also use cookies.
6. Open may monitor all transactions by You to flag and prevent high-risk practices and fraudulent transactions. Open may also engage Service Providers to assist in these efforts. In the event of any suspicious or unusual activity being carried out by You, such account may be temporarily or permanently suspended.
7. You shall ensure timely submission of data, records and information as required by Open at the time of onboarding, or at any other time while you are an active User of Open Platform, this is to enable Us to ensure compliance with any laws/regulations/guidelines or directions of the concerned regulator or BCCU.
8. By agreeing to these Terms You agree to represent that You do not fall under any blacklisted sectors/industries/categories (as decided by the BCCU or other concerned regulators) and are not engaged in any blacklisted activities. If We become aware that You belong to any blacklisted sectors/industries/categories or are engaged in any blacklisted activities, You shall promptly be removed from the Open Platform by Us and same shall be informed to BCCU.
9. You shall be responsible at all times for maintaining the safety and confidentiality of the username, password and any other information pertaining to the User Account and for preventing unauthorized access to the User Account and devices. Open will not be liable for any mistake or misuse of User Account by either the User or by any person authorized by the User, or by any person gaining access to the Services through the User Account.
10. It shall be Your responsibility to review these Terms periodically for updates/changes. Your continued use of the Open Platform following any amendments of these Terms is construed as deemed acceptance of such amendments. Subject to the User’s continued compliance with these Terms, Open grants the User a personal, non-exclusive, non- transferable, limited privilege to access and use the Open Platform.
11. You will use the Open Platform only for lawful business activities and will not carry out any activity which is banned, illegal or immoral, or in any manner facilitate furtherance of any such activities which constitutes a violation of any law or regulation, including but not limited to the RBI Guidelines.
12. The User and Open each represents and covenants to the other that: (a) it does not store card information or any related data within its database or any servers accessed by it, except for limited lawful purposes, compliant with the RBI Guidelines; (b) it will adhere to the data security protocols prescribed under the RBI Guidelines, including the procedures for incident management and reporting; and (c) its systems and infrastructure are compliant with the Payment Card Industry-Data Security Standard (“PCI-DSS”). The User further represents and covenants to Open that its systems and infrastructure are compliant with the Payment Application-Data Security Standard (“PA-DSS”), as applicable.
13. You agree to submit to a comprehensive security assessment undertaken by Open at the time of onboarding process to ensure minimal baseline security controls are adhered to by You.
14. You agree to submit to a background and antecedent check to ensure that You do not have any malicious intention of duping others and do not sell any fake/counterfeit and prohibited products/services, etc.
15. You agree to submit all documents, data and other information for the purpose of compliance with any additional due diligence requirements w.r.t. B2B customer onboarding which may be prescribed by BCCU for specific B2B customer categories.
16. You agree that Open has disclosed to You all the important terms and conditions in clear and simple language comprehensible to You, including but not limited to the following -
    • All charges associated with the use of defined B2B services, and details regarding Our complaints and grievances redressal mechanism and modalities including telephone numbers, website address and escalation matrix.
    • You have been provided with a front-end interface, directly or through Our Agent Institutions for providing defined B2B services.
    • You agree to the fact that explicit consent from You has been obtained by Us for sharing Your B2B data and transaction data with BCCU.
    • You have been advised to comply with applicable procedures, guidelines, service level agreements (SLAs), and complaint resolution protocols/grievance redressal mechanisms.
17. You shall ensure compliance with the Bharat Connect-B2B standards & guidelines (including onboarding requirements prescribed by BCCU or Us from time to time), Service Level Agreements, settlement, complaints management, grievances, and dispute management.
18. You shall ensure timely submission of data and / or other records required by any regulator or BCCU.
19. You shall ensure correctness of invoice, payment details entered, any other transaction data / details submitted by them while transacting on Bharat Connect-B2B.
20. You shall ensure to not undertake any transaction or action on Bharat Connect-B2B using any name / identity that is not its own registered B2B name or identity already submitted to BCCU for Bharat Connect-B2B, including aliases, trade names, or any other identifier.
21. You shall ensure transactions done by You are only for genuine B2B use cases or are part of any legitimate B2B purchase/sell transaction.
22. Users may note that Open is only a facilitator of payments and is not a party to any transactions.
23. Open facilitates the payment in relation to services rendered by the Billers, through Bharat Connect where the Customer is registered with the Open for payments. The payments can be made through the Agents/Agent Institutions on-boarded by any of the Bharat Connect OUs.
24. Open shall not be responsible for any delays/ reversals or failures of transactions.

Additional Terms for Bharat Connect OU Services

1. Payments

   • In order to make the payments, You will have to provide the Agent/Agent Institution the unique customer identity/ subscription identity number or registered mobile number, registered telephone number or such other identifier(s) which are required to fetch the payment/subscription due, subscription plan, due date, outstanding amount due and such other information necessary to enable the payment to Your account with the Biller.
   • You need to authorize the Agent/Agent Institution to access, fetch, share, use, store the information related to Your account with the Biller of Bharat Connect OU on an ongoing basis on Your behalf for the said purposes.
   • You understand that correctness of information is of utmost importance for fetching the right bill or subscription value and You accordingly confirm to ensure and be responsible for the correctness of the identifier information.
   • You understand that the amount to be paid, recharged or subscription value is an agreement between You and the Biller and neither the Company nor the Agents/Agent Institution will have any obligation to verify the correctness of the same.
   • You agree to keep Your account information up to date and comply with Terms at all times.
   • You agree that for providing the Bharat Connect OU Services the User identifier data, location/state and/or KYC information / any other personal information would be required to be shared with the Biller.
   • You agree and authorize Open to communicate with the Biller, third party service providers etc. with Your account information for processing any Bill Payment transaction.
   • You shall be responsible for any penalty/ interest levied by the Biller on the Bill payments made.
   • Settlement Timelines and Payment to Billers. For ON-US transactions Open shall complete the settlement of transactions with its Billers not later than ‘T+1’ working day (‘T’ being the transaction date), irrespective of the mode of payment used by the consumer for making a payment. For OFF-US transactions, Bharat Bill Payment Central Unit is to carry out the settlement of transactions on a ‘T+1’ (working) day basis (‘T’ being the transaction date), irrespective of the mode of payment used by the consumer for making a payment to the customer Bharat Connect OU, and Open shall not have any liability with regard to timelines of settlement for OFF-US transactions. On completion of the settlement, payments to the Billers for all OFF-US transactions are expected to be made within one day i.e. ‘S+1’ (‘S’ being the settlement date). Open shall not be liable for any delay in settlements caused due to circumstances which are beyond the reasonable control of Open.
   • Reversals. For the Billers activated on real-time mode with a Bharat Connect OU, it is expected that bill fetch will take place in real-time mode and payment success confirmation will be given to the Biller in real-time. As per the Bharat Connect transaction message specifications, the recipient is required to send an acknowledgement message to the sender of a message. Failure to receive an acknowledgement from any participant in Bharat Connect for a bill payment transaction will result in a reversal where the entire transaction will be reversed and an intimation will be sent to the origination point to return the amount to the customer through the same payment mode.
   • Upon successful completion of a payment, an instant confirmation of payment would be provided to You.
   • Refunds would be handled by the Billers directly with the customer outside the Bharat Connect. The same will be updated in the Bharat Connect by Biller Bharat Connect OU.

2. Charges

   Neither Open nor the Agents/Agent Institutions charge any fee in relation to payment of bills. The bill amount is solely determined by the concerned Biller and may include late fees etc. as per terms agreed between the end customer and the Biller.

3. Grievance/ Customer Support

   • You may register a complaint regarding any Bill payment transaction through the relevant Agent Institution’s application/website or by sending an email to [email protected].
   • The Agents shall assist You in relation to Your grievance and other transactional complaints.
   • The complaints are assigned for resolution by NPCI. Open shall act on a complaint if such complaint is assigned to Open for resolution by NPCI on the CMS dashboard.
   • The complaints registered through Open’s website will also be handled by the Open team. Open team shall categorize the complaints and deal with them appropriately and transparently as per its internal policies.
   • The TAT for resolution of a complaint is ‘y’ B2B days from the day of settlement of the transaction. The complaint once lodged would be assigned to the customer Bharat Connect OU (i.e., the Bharat Connect OU which handled the bill payment of the customer) immediately based on the transaction identifier. The customer Bharat Connect OU is expected to resolve the complaint within ‘y’ B2B days or assign the complaint to the Biller Bharat Connect OU (i.e., the Bharat Connect OU which onboarded the relevant Biller) for action at their end within ‘y1’ B2B days. Biller Bharat Connect OU will have to resolve the complaint within ‘y2’ B2B days of customer Bharat Connect OU assigning the complaint. The assignee Bharat Connect OU may seek additional information from the assignor Bharat Connect OU while the complaint is pending for resolution. Request for additional information shall not in any way extend the TAT for the respondent which is ‘y2’ B2B days. The value of ‘y’, ‘y1’ and ‘y2’ will be as published by NPCI and the sum of ‘y1’ and ‘y2’ will not exceed ‘y’. As on date of the publication of these Terms, the TAT, that is ‘y’ is 5 B2B days.

   You may also reach out to us via–

   Email: [email protected]

4. Your Responsibilities

   In connection with Your use of the Bharat Connect OU Services, it shall be Your responsibility to adhere to the following:

   • You should verify the transaction history and/or the notifications about the success or failure of the transaction.
   • You shall be responsible for any charges levied by the supplier in relation to Your payment.
   • You shall be responsible for keeping track of Your periodic bills, subscription fees and recharge expiries and or due dates of any utilities/ services or recurring charge services that You have availed and the Company shall not be responsible for any technical issue related to retrieval of the bills from the Billers/Bharat Connect or any errors/discrepancies in the Bills.
   • You are responsible for maintaining confidentiality of the account details/ credentials for using the Bharat Connect OU Services and You shall be fully responsible for all transactions undertaken through your account. You are strongly advised to not disclose Your account details/ credentials to any person (including any person purporting to be a representative or employee of Open).

5. User Errors

   If You erroneously send a payment to the wrong party or wrong Biller or make duplicate payments or send a payment for the wrong amount (for instance a typographical error at Your end), Your only recourse will be to contact the Biller /party to whom You have sent the payment and ask them to refund the amount. Open will not reimburse You or reverse a payment that You have erroneously made.

6. Disclaimers

   • You agree that all risks arising from online transactions will be borne by You.
   • Open makes no warranty, express or implied regarding the quality of Bharat Connect OU Services including but not limited to: i) that the Services will meet Your requirements; ii) that the Bharat Connect OU Services will be uninterrupted, timely or error free; or iii) that any products, information or material obtained by You in connection with the Bharat Connect OU Services will meet Your requirements.
   • Except as expressly provided herein and to the full extent permitted by law, Bharat Connect OU Services are being provided by Open on an “as is”, “as available” and “with all faults” basis. All warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby expressly excluded. It is Your responsibility to evaluate the accuracy, completeness and usefulness of the Bharat Connect OU Services and other information provided by the Company. We do not authorize anyone to make any warranty on our behalf and You should not rely on any such statement.
   • Open shall not be held responsible or liable for any loss, damage, or delay arising from or in connection with the acts, omissions, or failures of any third party, including:
     • BBPCU (Bharat BillPay Central Unit) or any other financial intermediary involved in the BBPS ecosystem.
     • Settlement Banks or other banking channels.
     • Billers (for B2B Partner acting as an Agent Institution) or Agent Institutions (for B2B Partner acting as a Biller).
     • Any telecommunication, internet, or power service provider failure.
   • Further, Open shall not be liable for any errors or delays in the processing or settlement of funds to the extent they are solely caused by the BBP Central Unit or other financial intermediaries in the Bharat BillPay system.

7. Assignment

   These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You. We may assign, in whole or in part, the benefits or obligations of this Agreement. We will provide an intimation of such assignment to You, which will be binding on the parties to these Terms.

8. Force Majeure

   We will not be liable for failure to perform under these Terms as a result of any event that is beyond the reasonable control of Open including, without limitation, events of force majeure such as acts of god, fire, wars, sabotage, civil unrest, labour unrest, network disruptions or failures, action of statutory authorities or local or state, central governments, change in laws, rules and regulations, affecting our performance.

9. Waiver

   Unless otherwise expressly stated in these Terms, Open’s failure to exercise or delay in exercising a right or remedy under the Terms will not constitute a waiver of Open’s right or remedy or a waiver of any other rights or remedies of Open, and no single or partial exercise of any right or remedy of Open under the Terms will prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

10. Survival of Provisions

    The terms and provisions of the Terms that by their nature and intent are intended to survive the termination hereof will so survive the termination of this Agreement.

11. Severability

    If any provision of the Terms is or becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision will be deemed to apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions of the Terms unlawful or otherwise ineffective, the remainder of these Terms will remain in full force and the unlawful or otherwise ineffective provision will be substituted by a new provision reflecting the intent of the provision so substituted.

12. Indemnification

    You agree to defend, indemnify and hold harmless Open, our independent contractors, and our directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to:

    • any actual or alleged breach of these Terms or any other terms, policies or guidelines provided by Us;
    • any actual or alleged violation of applicable laws by You;
    • Your wrongful or improper use of the Bharat Connect OU Services; or
    • Your violation of the rights of any third party.

13. Limitation of Liability

    • In no event shall we, our directors, employees or agents, be liable to You for any direct, indirect, incidental, consequential, punitive, special or exemplary damages or for any damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use or inability to use the Bharat Connect OU Services, including without limitation any damages caused by or resulting from reliance by You on any information obtained from us or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to our records, programs or services.
    • In no event shall our aggregate liability, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use or inability to use the Bharat Connect OU Services exceed any fee that You pay to us to access or use the Bharat Connect OU Services.
    • Your liability: Except as otherwise provided by law, You will be liable for any loss or damage resulting from Your breach of this Agreement, Your negligence, or which resulted from unauthorized, fraudulent, or dishonest acts by others (other than Us).
    • Some jurisdictions do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions or limitations may not apply. You agree that, if You are dissatisfied with the Bharat Connect OU Services or any portion thereof, Your exclusive remedy shall be to stop using the Bharat Connect OU Services.

14. Governing Law and Jurisdiction

    This Agreement will be governed by and construed in accordance with the laws of India. You agree that any legal action or proceedings arising out of this Agreement may be brought exclusively in the competent courts/tribunals having jurisdiction in Bengaluru in India and You irrevocably submit to the jurisdiction of such courts/tribunals.