a. You must comply with all applicable laws, regulations, and industry standards related to your use of our services, including but not limited to anti-money laundering (AML), know-your-customer (KYC), consumer protection, data privacy, and financial regulations.

b. You are responsible for obtaining and maintaining all necessary licenses, permits, and approvals required to conduct your business operations and use our services legally.

c. You shall not use our services for any illegal or fraudulent activities, including but not limited to the sale of illegal goods or services, money laundering, or any other activities that violate applicable laws or regulations.

4.2. Business Conduct and Prohibited Activities:

a. You must conduct your business operations in a professional and ethical manner, adhering to generally accepted business practices and industry standards.

b. You shall not engage in any activities that may harm or bring disrepute to our company, our services, or our partners, including but not limited to engaging in deceptive or misleading advertising, infringing on intellectual property rights, or making false or defamatory statements.

c. Prohibited activities when using our services include, but are not limited to, money laundering, financing of terrorism, fraud, illegal gambling, sale of counterfeit goods, sale of regulated or prohibited products or services, and any other activities that violate applicable laws or regulations.

4.3. Data Security and Confidentiality:

a. You are responsible for maintaining the security and confidentiality of your account credentials, transaction data, and any other sensitive information related to your use of our services.

b. You must implement and maintain appropriate technical and organizational measures to protect the security, integrity, and confidentiality of customer data, payment information, and any other sensitive data processed through our services.

c. You shall not disclose or distribute any confidential information related to our services, including but not limited to proprietary software, APIs, documentation, and any other intellectual property, to any third parties without our prior written consent.

4.4. Intellectual Property Rights:

a. You acknowledge and agree that all intellectual property rights related to our services, including but not limited to software, APIs, documentation, trademarks, and trade secrets, are owned by Boswin Consultancy and Investment Private Limited or its licensors, and you shall not use or distribute such intellectual property without our prior written consent.

b. You shall not modify, reverse engineer, decompile, or create derivative works based on our services or any associated intellectual property without our express written permission.

4.5. Cooperation and Assistance:

a. You shall cooperate with us and provide accurate and complete information as reasonably requested to facilitate the provision of our services, including but not limited to assisting with investigations, audits, or inquiries related to your use of our services.

b. In the event of a suspected or confirmed security breach, fraud, or other incident that may impact our services or our customers, you shall promptly notify us and provide reasonable assistance in investigating and mitigating the incident.

4.6. Indemnification:

a. You agree to indemnify, defend, and hold harmless Boswin Consultancy and Investment Private Limited, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of our services, violation of these Terms and Conditions, or any illegal or unauthorized activities conducted through your account. 

a. When you submit a transaction for processing through our platform, we will authorize the transaction by communicating with the relevant payment networks and the customer's issuing bank to verify the availability of funds and approve the transaction.

b. Upon successful authorization, we will capture the funds from the customer's payment method and initiate the settlement process.

c. In some cases, additional security checks or verification steps may be required before a transaction can be authorized and captured, such as 3D Secure authentication or address verification.

5.2. Settlement and Payouts:

a. Funds from authorized and captured transactions will be settled into your designated bank account according to our settlement schedule, which may vary depending on factors such as the payment method, transaction volume, and your business's risk profile.

b. Settlement schedules typically range from next-day settlement to weekly or monthly payouts, and the specific schedule applicable to your account will be communicated during the onboarding process or available in your account dashboard.

c. We reserve the right to hold or delay the settlement of funds if we suspect fraudulent or high-risk activity, or if additional verification or investigation is required.

5.3. Refunds and Chargebacks:

a. You are responsible for handling and responding to customer refund requests and chargebacks in a timely manner, in accordance with the policies and procedures of the relevant payment networks and applicable laws and regulations.

b. In the event of a chargeback or refund, we reserve the right to deduct the amount from your account balance or future settlements, and you may also be subject to additional chargeback fees or penalties.

c. We may provide you with tools and resources to manage and respond to chargebacks, and we expect you to cooperate in good faith and provide the necessary documentation or information to support your case.

5.4. Reserves and Rolling Reserves:

a. To mitigate potential risks and liabilities, we may establish and maintain a reserve from your settlement funds to cover potential future chargebacks, refunds, or other liabilities.

b. The amount and duration of the reserve will be determined based on factors such as your transaction history, risk profile, industry type, and any other relevant factors.

c. In some cases, we may implement a rolling reserve, where a percentage of each transaction is held for a specified period to cover potential chargebacks or disputes.

d. Reserves are a common industry practice and are intended to protect both you and us from financial losses due to fraudulent or high-risk activity.

5.5. Reconciliation and Reporting:

a. We will provide you with detailed transaction reports and statements to help you reconcile your accounts and monitor your payment activity.
b. These reports may include information such as transaction details, settlement amounts, fees, refunds, chargebacks, and any other relevant information related to your payment processing activity.

c. You are responsible for reviewing these reports and promptly notifying us of any discrepancies or issues.

5.6. Compliance and Monitoring:

a. We reserve the right to monitor your payment processing activity and transactions for compliance with applicable laws, regulations, and our policies and procedures.

b. If we detect any suspicious or potentially fraudulent activity, we may take appropriate actions, including but not limited to suspending or terminating your account, holding funds, or reporting the activity to relevant authorities.

c. You agree to cooperate with us and provide any necessary information or documentation to assist in our compliance and monitoring efforts.

a. Boswin Consultancy and Investment Private Limited is owned an Aggregator license from the DFCC, which will enable us to provide payment processing services for major card networks such as Visa, Mastercard, and American Express.

b. As an Aggregator, we will be responsible for ensuring that our merchants (you) comply with the rules and regulations set forth by the DFCC and the respective card networks.

c. You acknowledge and agree to comply with all applicable requirements and obligations associated with our Aggregator status, including but not limited to: 

i. Providing accurate and up-to-date business information for registration and verification purposes.

ii. Adhering to the payment processing guidelines and policies set by the DFCC and card networks.

iii. Maintaining appropriate data security measures and PCI DSS compliance.

iv. Cooperating with any audits, investigations, or inquiries related to our Aggregator responsibilities.

d. Our Aggregator status may entail additional fees or charges, which will be transparently communicated to you and included in our fee schedule. 

e. Failure to comply with the requirements associated with our Aggregator status may result in the suspension or termination of your account and access to our payment processing services. 

a. We collect and process personal and financial data related to your customers and transactions for the purpose of providing our services. This data may include, but is not limited to, names, contact information, payment method details, transaction amounts, and other relevant information necessary for payment processing and regulatory compliance.

b. We may also collect and process data about you and your business for account management, risk assessment, and compliance purposes.

c. We will use this data solely for the purposes outlined in these Terms and Conditions and our Privacy Policy, and we will not sell, rent, or share this data with third parties for their marketing or commercial purposes without your consent.

6.2. Data Protection and Compliance:

a. We adhere to industry-standard data protection practices and comply with applicable data privacy laws and regulations, including but not limited to the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Payment Card Industry Data Security Standard (PCI DSS).

b. We implement appropriate technical and organizational measures to protect the security, confidentiality, and integrity of the personal and financial data we process through our services.

c. We regularly review and update our data security practices to ensure they remain effective and aligned with industry best practices and regulatory requirements.

6.3. Data Retention and Disposal:

a. We will retain personal and financial data only for as long as necessary to fulfill the purposes for which the data was collected, including meeting legal, regulatory, and compliance requirements.

b. Once the retention period has expired, we will securely dispose of or anonymize the data in accordance with our data retention and disposal policies.

6.4. Data Subject Rights:

a. We respect the privacy rights of individuals whose personal data we process, and we will facilitate the exercise of those rights in accordance with applicable data protection laws and regulations.

b. These rights may include, but are not limited to, the right to access, rectify, erase, or restrict the processing of personal data, as well as the right to data portability and the right to object to certain types of processing.

6.5. Third-Party Service Providers:

a. We may engage third-party service providers to assist in the provision of our services or to perform certain functions on our behalf, such as data storage, fraud prevention, or customer support.

b. Any third-party service providers we engage will be subject to strict contractual obligations to protect the security and confidentiality of the personal and financial data they process on our behalf.

6.6. Security Incident Response:

a. In the event of a suspected or confirmed data breach or security incident, we will take prompt action to investigate, mitigate, and remediate the incident in accordance with applicable laws and regulations.

b. We will notify affected parties, including you and relevant authorities, in a timely manner if the incident is likely to result in a high risk to the rights and freedoms of individuals or if notification is required by law.

6.7. Continuous Improvement:

a. We are committed to continuously improving our data privacy and security practices to ensure the highest levels of protection for the personal and financial data entrusted to us. 

b. We will regularly review and update our policies, procedures, and technical measures to address evolving threats, regulatory changes, and industry best practices.

a. We may integrate with or provide access to third-party services, such as payment gateways, fraud prevention tools, accounting software, customer relationship management (CRM) systems, or other complementary services to enhance our offerings and provide a more comprehensive solution for your business needs.

b. These third-party services may be provided directly by the respective service providers or through our platform as an integrated solution.
c. Your use of any third-party services, whether integrated or directly accessed, is subject to the terms and conditions and privacy policies of those third parties, in addition to our own Terms and Conditions.

7.2. Integration and Data Sharing:

a. To enable the integration and interoperability of our services with third-party services, we may need to share certain data or information with those third parties, such as transaction data, customer information, or other relevant data necessary for the proper functioning of the integrated services.

b. We will only share the data necessary for the specific integration or service, and we will take reasonable measures to ensure that the third parties maintain appropriate data security and privacy standards.

c. You acknowledge and agree that by enabling integrations with third-party services, you are authorizing us to share the necessary data with those third parties for the purposes of facilitating the integration and providing the requested services.

7.3. Third-Party Service Providers:

a. We may engage third-party service providers to assist in the provision of our services or to perform certain functions on our behalf, such as data storage, fraud prevention, customer support, or payment processing.

b. Any third-party service providers we engage will be subject to strict contractual obligations to protect the security and confidentiality of the personal and financial data they process on our behalf.

c. We will take reasonable measures to ensure that our third-party service providers adhere to industry best practices and applicable laws and regulations related to data privacy and security.

7.4. Responsibility and Disclaimers:

a. While we strive to work with reputable third-party providers and ensure the integrity of our integrations, we do not endorse or assume any responsibility or liability for the services, products, actions, or failures of such third parties.

b. We provide third-party services and integrations as a convenience and do not guarantee the accuracy, completeness, or reliability of any information, content, or services provided by third parties.

c. You acknowledge and agree that your use of any third-party services is at your own risk, and you are solely responsible for evaluating the suitability and compliance of such services with your business requirements and applicable laws and regulations.

7.5. Changes and Updates:

a. We may modify, add, or remove third-party service integrations or partnerships at any time, and we will make reasonable efforts to communicate such changes to you in advance. 

b. You acknowledge and agree that we may discontinue or disable any third-party service integration or access at our sole discretion, and we will not be liable for any consequences resulting from such discontinuation or disabling of services.

a. All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and other proprietary rights, related to our services, software, APIs, documentation, and any other materials or technology used in connection with our services, are owned by Boswin Consultancy and Investment Private Limited or its licensors and are protected by applicable intellectual property laws and international treaties.

b. You acknowledge and agree that you do not acquire any ownership rights or interests in our intellectual property by virtue of using our services or entering into these Terms and Conditions.

8.2. Limited License:

a. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our services, software, APIs, and associated documentation solely for the purposes of utilizing our services as described in these Terms and Conditions and any applicable documentation or guidelines provided by us.

b. This license does not grant you any right to modify, reproduce, distribute, create derivative works, reverse engineer, decompile, or disassemble our services, software, APIs, or associated materials, except as expressly permitted by applicable law.

8.3. Restrictions and Prohibitions:

a. You shall not modify, reproduce, distribute, create derivative works, reverse engineer, decompile, or disassemble our services, software, APIs, or associated materials, except as expressly permitted by applicable law or with our prior written consent.

b. You shall not remove, alter, or obscure any proprietary notices, including copyright notices, trademarks, or other intellectual property notices, from our services, software, APIs, or associated materials.

c. You shall not use our intellectual property in any manner that may cause confusion among customers or the public, or that may disparage or discredit Boswin Consultancy and Investment Private Limited or our services.

8.4. Third-Party Intellectual Property:

a. Our services may incorporate or provide access to third-party software, APIs, or other materials that are subject to separate intellectual property rights and license terms.

b. You acknowledge and agree to comply with all applicable license terms and conditions for any third-party intellectual property used in connection with our services.

8.5. Trademark Usage:

a. The Boswin Consultancy and Investment Private Limited name, logo, and any other trademarks or service marks used in connection with our services are owned by Boswin Consultancy and Investment Private Limited or our licensors and are protected by applicable trademark laws.

b. You are granted a limited, non-exclusive, non-transferable, and revocable license to use our trademarks solely for the purpose of identifying and promoting your use of our services, subject to our Trademark Usage Guidelines and any other guidelines or requirements we may provide.

c. You shall not use our trademarks in a manner that may cause confusion or suggest any endorsement, sponsorship, or affiliation with Boswin Consultancy and Investment Private Limited other than your authorized use of our services.

8.6. Violation and Enforcement:

a. We reserve the right to investigate and take appropriate legal action against any suspected or actual violation of our intellectual property rights, including but not limited to unauthorized use, reproduction, distribution, or modification of our services, software, APIs, or associated materials. 

b. You agree to cooperate with us in any investigation or enforcement action related to our intellectual property rights and to provide us with any information or assistance reasonably requested.

a. To the maximum extent permitted by applicable law, Boswin Consultancy and Investment Private Limited, its affiliates, officers, directors, employees, and agents shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or goodwill, arising out of or in connection with these Terms and Conditions or your use of our services, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), even if advised of the possibility of such damages.

b. In no event shall our total liability to you for any and all claims, damages, losses, and causes of action (whether in contract, tort, breach of warranty, or otherwise) exceed the total amount of fees paid by you to Boswin Consultancy and Investment Private Limited for the services in question during the twelve (12) months preceding the event giving rise to the liability.

9.2. Exclusions and Limitations:

a. The limitations and exclusions of liability set forth in this section shall apply to the fullest extent permitted by applicable law, regardless of the legal theory upon which any claim is based, including but not limited to breach of contract, negligence, strict liability, or any other tort or statutory claim.

b. Nothing in these Terms and Conditions shall exclude or limit our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by applicable law.

9.3. Indemnification:

a. You agree to indemnify, defend, and hold harmless [Company Name], its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:

i. Your use or misuse of our services, including but not limited to any violations of these Terms and Conditions or applicable laws and regulations;

ii. Any breach of your representations, warranties, or obligations under these Terms and Conditions;

iii. Any disputes or claims relating to your business operations, products, or services, including but not limited to intellectual property infringement claims, consumer complaints, or regulatory investigations;

iv. Any claims or allegations that your use of our services or your business operations infringes or violates the rights of any third party, including but not limited to intellectual property rights, privacy rights, or other proprietary rights.

9.4. Indemnification Process:

a. We shall promptly notify you of any claim or potential claim for which we seek indemnification, and you shall have the right to assume the defense and control of any such claim, at your sole expense, provided that you engage competent counsel and provide us with information and assistance as reasonably requested.

b. We reserve the right, at our own expense, to participate in the defense of any claim or action for which indemnification is sought, and no settlement that imposes any liability or obligation on us shall be made without our prior written consent.

9.5. Essential Purpose:

a. The parties acknowledge and agree that the limitations and exclusions of liability set forth in these Terms and Conditions are essential elements of the bargain between the parties and that the fees charged for our services have been calculated based on these limitations and exclusions. 

b. The limitations and exclusions of liability shall apply even if any remedy provided under these Terms and Conditions fails of its essential purpose. 

a. These Terms and Conditions shall remain in effect for an initial term specified in your account agreement or service order, and shall automatically renew for successive renewal terms of the same duration unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

b. If no specific term is specified in your account agreement or service order, these Terms and Conditions shall remain in effect indefinitely until terminated by either party in accordance with the provisions outlined herein.

10.2. Termination for Convenience:

a. Either party may terminate these Terms and Conditions and your access to our services for any reason or no reason by providing at least thirty (30) days' prior written notice to the other party.

b. Upon termination for convenience, you shall remain responsible for any outstanding fees or charges incurred up to the effective date of termination.

10.3. Termination for Cause:

a. We reserve the right to terminate these Terms and Conditions and your access to our services immediately, without prior notice or opportunity to cure, if:

i. You breach any material term or condition of these Terms and Conditions or any other agreement with us;

ii. We have reasonable grounds to suspect or determine that your use of our services constitutes or may constitute a violation of applicable laws, regulations, or our policies;

iii. We have reasonable grounds to suspect or determine that your use of our services poses an unacceptable risk of legal liability, financial loss, or reputational harm to us or our partners;

iv. You become insolvent, file for bankruptcy, or initiate any proceedings related to bankruptcy, liquidation, or winding up of your business.

10.4. Effect of Termination:

a. Upon termination of these Terms and Conditions for any reason:

i. Your right to use our services and access to your account shall immediately cease;

ii. All outstanding fees, charges, and other amounts owed to us shall become immediately due and payable;

iii. We may, at our sole discretion, retain or dispose of any data or information related to your account, subject to applicable laws and regulations;

iv. The provisions of these Terms and Conditions that by their nature should survive termination shall remain in full force and effect, including but not limited to provisions related to intellectual property rights, limitation of liability, indemnification, and confidentiality.

10.5. Suspension of Services:

a. We reserve the right to suspend or restrict your access to our services, in whole or in part, at any time and without prior notice, if:

i. We have reasonable grounds to suspect or determine that your use of our services constitutes or may constitute a violation of these Terms and Conditions, applicable laws, regulations, or our policies;

ii. We have reasonable grounds to suspect or determine that your use of our services poses an unacceptable risk of legal liability, financial loss, or reputational harm to us or our partners;

iii. We are required to do so by law, regulation, court order, or request from a competent authority.

b. Any suspension or restriction of services shall not relieve you of your obligation to pay any outstanding fees or charges incurred prior to or during the suspension or restriction period.

10.6. Survival:

a. The termination or expiration of these Terms and Conditions shall not affect any rights or obligations that have accrued prior to such termination or expiration, or any provisions that are intended to survive termination or expiration, including but not limited to provisions related to intellectual property rights, limitation of liability, indemnification, and confidentiality. 

As a company based in Sri Lanka, you would typically specify that the Terms and Conditions agreement will be governed by and construed in accordance with the laws of Sri Lanka. This means that any legal issues or disputes arising from the agreement will be interpreted and resolved based on the applicable laws and regulations of Sri Lanka.

It's important to specify the governing law to ensure that there is a clear and consistent legal framework for resolving any disputes or legal issues that may arise. By explicitly stating that Sri Lankan law will govern the agreement, you provide clarity and avoid potential conflicts or uncertainties that may arise from differing laws in other jurisdictions.

11.2. Dispute Resolution: 

In the context of Sri Lanka, you may want to consider including provisions for both arbitration and litigation as potential dispute resolution mechanisms.

Arbitration:
- You can specify that disputes will be resolved through binding arbitration in accordance with the rules and procedures of a recognized arbitration institution in Sri Lanka, such as the Sri Lanka National Arbitration Centre (SLNAC) or the International Chamber of Commerce (ICC) Sri Lanka.
- The arbitration venue or location should be specified, typically a major city like Colombo.
- You can outline the process for appointing the arbitrator(s) and whether the arbitration will be conducted by a sole arbitrator or a panel.
- The decision of the arbitrator(s) will be final and binding on the parties.

Litigation:
- As an alternative to arbitration, or in addition to it, you can specify that disputes may be resolved through litigation in the courts of Sri Lanka.
- You can designate the specific court or jurisdiction that will have the authority to hear and resolve any disputes, such as the Commercial High Court of the Western Province or the District Court of Colombo.

It's common practice in Sri Lanka to include provisions for both arbitration and litigation, as arbitration is often preferred for commercial disputes due to its confidentiality and potential for faster resolution, while litigation may be more appropriate for certain types of disputes or parties that prefer to have their case heard in court.

This clause typically prohibits the user from assigning or transferring their rights and obligations under the Terms and Conditions agreement to a third party without the prior written consent of the company. This provision is important to maintain control over who is bound by the agreement and to prevent unauthorized parties from assuming the rights and obligations without the company's approval.

- You may want to specify exceptions or circumstances under which assignment may be permitted, such as in the case of a merger, acquisition, or corporate restructuring.
- Clarify whether the company reserves the right to assign its rights and obligations under the agreement to a third party, such as a subsidiary, affiliate, or successor in interest.

12.2. Severability: 

This clause ensures that if any part or provision of the Terms and Conditions agreement is found to be invalid, unenforceable, or illegal under applicable laws, the remaining provisions will remain in full force and effect. This prevents the entire agreement from being invalidated due to a single problematic clause.

- Specify the process or mechanism for determining the invalidity or unenforceability of a provision, such as through a court order or arbitration ruling.
- Clarify whether the invalid or unenforceable provision will be modified or reformed to the minimum extent necessary to make it valid and enforceable, or if it will be severed entirely from the agreement.

12.3. Amendments: 

This clause reserves the company's right to modify or amend the Terms and Conditions agreement at any time. It typically outlines how users will be notified of such changes, such as through posting the revised agreement on the company's website or providing direct notice to users.

- Specify the minimum notice period, if any, that the company will provide to users before the amended terms become effective.
- Clarify whether continued use of the services after the amended terms are effective constitutes acceptance of the changes, or if users must explicitly agree to the new terms.
- Consider including provisions for users to terminate their agreement if they do not agree with the amended terms, such as a grace period or opt-out mechanism.

12.4. Entire Agreement: 

This clause states that the Terms and Conditions agreement, along with any additional agreements, policies, or terms referenced within it, constitutes the entire agreement between the company and the user regarding the use of the services.

- Specify any other agreements, policies, or terms that are considered part of the entire agreement, such as a Privacy Policy, Acceptable Use Policy, or Service Level Agreement.
- Clarify that any previous agreements, representations, or understandings between the parties regarding the services are superseded by the current Terms and Conditions agreement.
- Include a provision stating that any modifications or amendments to the agreement must be in writing and signed by authorized representatives of both parties to be valid and enforceable.