Terms of Service

In these Terms of Service, the following terms have the meanings set out below. Where these Terms of Service are read alongside a Master Services Agreement, terms defined in that agreement carry the same meaning here unless otherwise stated.

“Account” means a merchant account created on the PayIntelli platform.

“API Key” means the authentication credentials issued by PayIntelli to enable programmatic access to the Platform.

“Authorised Users” means the employees, contractors, or agents of a Merchant who are authorised to access the Platform on the Merchant’s behalf.

“Documentation” means PayIntelli’s then-current technical specifications, API reference guides, integration documentation, and user manuals, available at docs.payintelli.com or as otherwise provided.

“Fees” means the charges payable for access to and use of the Platform as specified in the applicable Order Form or pricing schedule.

“Merchant” means any business or individual that registers for and uses the PayIntelli platform under these Terms of Service or a Master Services Agreement.

“Order Form” means an order document executed by both parties specifying the products subscribed to, fees, and subscription term.

“Platform” means the PayIntelli software-as-a-service platform and associated APIs, including Pi Checkout, Pi Symphony, Pi Shield, Pi Recon, Pi Deepsearch and any new products introduced in the future.

“Services” means the products and services provided by PayIntelli through the Platform.

“Third-Party Services” means external payment service providers, acquirers, card schemes, fraud tools, and other third-party integrations accessible through or alongside the Platform.

2.1 Licence

Subject to your compliance with these Terms of Service and payment of all applicable Fees, PiResearch Labs Pvt. Ltd. grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform for your internal business operations during the term of your subscription. This licence is personal to you and may not be transferred or assigned without our prior written consent.

2.2 Account Registration

To access the Platform, you must create an Account and complete our KYB/KYC verification process. You must ensure that all information provided during registration is accurate, current, and complete, and that you update it promptly if it changes. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account.

2.3 Permitted Use

You may only use the Platform to facilitate legitimate payment transactions with your customers. You must use the Platform in accordance with these Terms of Service, all applicable laws and regulations, and the Documentation. You acknowledge that you are solely responsible for the products and services you sell to your customers and for all related obligations including delivery, returns, refunds, and customer support.

2.4 Prohibited Use

You must not, and must not permit any third party to:

• copy, modify, duplicate, create derivative works from, decompile, reverse engineer, or disassemble all or any part of the Platform except as permitted by applicable law;
• access the Platform to build a competing product or service;
• license, sell, rent, lease, transfer, assign, or otherwise make the Platform available to any third party except Authorised Users;
• introduce any malicious code, viruses, trojans, worms, or other harmful programs into our systems or network;
• use the Platform in a manner that could result in a violation of anti-money laundering, counter-terrorism financing, sanctions, or other financial crime regulations;
• use the Platform to process transactions that are unlawful, fraudulent, or in violation of card scheme rules; or
• attempt to gain unauthorised access to any part of the Platform or its related systems.

2.5 Suspension for Breach

We reserve the right to suspend or disable your access to the Platform without liability if we reasonably believe you are in breach of clause 2.4, or if your use of the Platform poses a security risk to us or other users. We will notify you of any suspension and the grounds for it as soon as practicable and will restore access promptly upon resolution.

2.6 Aggregated Usage Data

You acknowledge that your use of the Platform may generate non-identifiable, aggregated usage information including metrics and performance data. We may use such information to develop and improve the Platform and our other services, provided that no such information identifies you or your customers individually.

3.1 General Compliance

You shall:

• comply with all applicable laws and regulations in connection with your use of the Platform, including financial services regulations, anti-money laundering requirements, data protection law, and applicable card scheme rules;
• ensure that your Authorised Users’ use of the Platform complies with these Terms of Service, and you shall be responsible for any breach by them;
• obtain and maintain all licences, consents, and permits necessary for your use of the Platform and the conduct of your business;
• implement appropriate technical and organisational security measures for your own systems, website, and customer data;
• ensure your network and systems meet the technical requirements necessary to use the Platform as described in the Documentation; and
• Ensure that all end users are enrolled in and maintain multi-factor authentication for access to the Platform through an industry-recognised authenticator application.

3.2 Incident Contact

You shall designate at least one named incident contact person who: (a) can be reached at any time in the event of a critical incident affecting the Platform or your use of it; (b) holds admin-level access to your PayIntelli account; and (c) has authority to approve or implement changes required by our support team on an urgent basis. You shall notify us promptly of any change to your incident contact details by writing to support@payintelli.com.

3.3 Platform Version Currency

You acknowledge that maintaining current API and SDK integrations is essential to the security and stability of payment processing. You shall:

• promptly update to current API and SDK versions when notified by us that an update is required for security or compatibility reasons. We will provide reasonable advance notice of required updates except where an update is necessary to address an urgent security vulnerability, in which case we may require immediate action;
• implement workflow and integration fixes communicated by our technical team as critical within a reasonable timeframe; and
• maintain monitoring of your integration and report any identified issues to our support team.

You acknowledge that failure to maintain current integrations may impact the processing of your payments. We reserve the right to decline connections from outdated API or SDK versions where necessary to maintain the security and integrity of the Platform.

3.4 Testing Obligations

You are responsible for conducting thorough sandbox and production testing to verify that the Platform operates as intended for your specific use case before making the Platform available to your end customers. Whilst we may assist with reviewing integrations and workflows, we cannot guarantee that all possible scenarios have been assessed. You are responsible for identifying and reporting any issues to our support team via the support portal.

3.5 Suspicious Transactions

You are responsible for monitoring your transactions for suspicious or fraudulent activity and for determining whether any transaction is genuine. You accept all losses resulting from suspicious, accidental, or fraudulent transactions processed through your Account where such losses arise from your failure to implement adequate controls on your side.

3.6 Sub-Merchants and Platform Use

If you use the Platform on behalf of sub-merchants or other third-party businesses (acting as a partner, payment facilitator or platform), you must notify us in advance and obtain our written consent. You shall ensure that all such sub-merchants comply with these Terms of Service and all applicable regulations as if they were party to these terms, and you shall be responsible for their acts and omissions in connection with the Platform.

API Keys are security credentials that provide access to the PayIntelli Platform on your behalf. You are responsible for all activity conducted using your API Keys. You must:

• store all API Keys securely and never expose them in publicly accessible code repositories, client-side code, or unencrypted environments;
• share API Keys only with personnel who genuinely require access to them for their role;
• rotate API Keys promptly when any person who had access to them leaves your organisation or changes role;
• use separate API Keys for sandbox (development) and production environments and never use production keys in test environments; and
• treat API Keys as Confidential Information and apply the same degree of care to their protection as you would to your most sensitive business credentials.

You must notify us immediately, and in any event within twenty-four (24) hours, if you know or suspect that any API Key has been lost, disclosed to an unauthorized party, or compromised. Notify us by contacting security@payintelli.com and your designated account manager. Upon receiving such notice, we will revoke the affected keys and issue replacements as soon as practicable.

We will never ask you to share your API Keys with us via email, chat, or any other channel. If you receive a request purporting to be from PayIntelli asking for your API Key, treat it as a security incident and notify us immediately at security@payintelli.com.

5.1 Charges

Fees are charged on a consumption-based model as set out in the applicable Order Form or pricing schedule. All fees are exclusive of applicable taxes including VAT, withholding tax, and digital services tax, which shall be your responsibility. You shall pay each correctly issued invoice within thirty (30) days of the invoice date or as specified in the invoice.

5.2 Late Payment

We reserve the right to suspend your access to the Platform upon fifteen (15) days written notice if material overdue amounts remain unpaid, without prejudice to any other rights or remedies available to us.

5.3 Disputed Invoices

You must raise any invoice dispute in writing within ten (10) business days of the invoice date, specifying the disputed amount and the grounds for your dispute. We will work in good faith to resolve disputes within fifteen (15) business days. Undisputed portions of any invoice remain payable by the original due date.

5.4 Price Changes

We may adjust our standard pricing with sixty (60) days’ written notice. Pricing locked in an active Order Form will not be increased during the then-current subscription term.

5.5 Minimum Commitments

Where a minimum monthly or annual commitment is specified in your Order Form, we will invoice you for the minimum commitment in any period where your actual usage falls below that commitment. Unused credits or allowances do not carry forward unless expressly agreed in writing.

6.1 PayIntelli’s PCI DSS Position

PayIntelli integrates with a certified third-party card tokenisation provider to ensure that raw card data — including Primary Account Numbers (PANs) and CVV codes — never enters PayIntelli’s infrastructure. All card data is intercepted and tokenised by a third-party card tokenisation provider before it reaches our systems. PayIntelli targets PCI DSS compliance on this basis.

6.2 Your PCI DSS Obligations

You agree to comply with all applicable PCI DSS requirements applicable to your business as a merchant, including:

• implementing appropriate data security standards for any cardholder data you store, process, or transmit outside of the PayIntelli platform;
• ensuring that any third-party payment processor you connect to via the Platform is themselves PCI DSS certified and responsible for the security of cardholder data they handle; and
• complying with all applicable laws and card scheme rules regarding the confidentiality and use of cardholder information.

You acknowledge that your PCI DSS obligations are your own responsibility and that our compliance status relates to PayIntelli’s infrastructure only. We are not responsible for your PCI DSS compliance level or for the compliance of any third-party acquirers or processors you engage independently.

7.1 PayIntelli IP

All right, title, and interest in and to the Platform, including its underlying algorithms, source code, APIs, documentation, trade secrets, and branding (including the PayIntelli, Pi Checkout, Pi Symphony, Pi Shield, Pi Recon, and Pi Deepsearch marks), remain exclusively with PiResearch Labs Pvt. Ltd. or its licensors. PayIntelli’s intellectual property expressly excludes any third-party software, APIs, models, or tools licensed by us from third parties, which remain subject to their respective third-party terms. Nothing in these Terms of Service transfers any ownership of our intellectual property to you.

7.2 Your Content and Data

All data, transaction records, and content you submit to the Platform (“Merchant Data”) remain your property. You grant us a limited, non-exclusive licence to process Merchant Data solely as necessary to provide the Services. We will not use your Merchant Data for any other purpose without your consent, except as required by law or as described in our Privacy Policy.

7.3 Aggregated Data

We may use aggregated, anonymised data derived from Platform usage across our merchant base for benchmarking, product improvement, and research. Such data will not identify you or your customers individually.

If you provide us with suggestions, ideas, or feedback about the Platform (“Feedback”), you grant us a perpetual, irrevocable, royalty-free, worldwide licence to use, reproduce, modify, and incorporate that Feedback into our products and services for any purpose, without obligation or compensation to you. You warrant that you have the right to provide the Feedback and that it does not infringe any third-party rights.

9.1 Obligations

Each party agrees to hold the other’s confidential information in strict confidence and not to disclose it to any third party without the other’s prior written consent, except to employees, contractors, or advisors who need to know it for the purpose of these Terms of Service and who are bound by equivalent confidentiality obligations. Each party shall use the other’s Confidential Information only for the purposes of performing its obligations or exercising its rights under these Terms of Service.

9.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of these terms; (b) was already known to the receiving party before disclosure; (c) is independently developed by the receiving party without use of the Confidential Information; or (d) is required to be disclosed by law or court order, provided the receiving party gives prompt written notice before disclosing.

9.3 Survival

Confidentiality obligations survive termination of these Terms of Service for a period of five (5) years, except in respect of trade secrets which shall be protected for as long as they remain confidential.

Each party shall comply with all applicable data protection laws including the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”) and UK GDPR where applicable. Where we process personal data on your behalf as a data processor, the terms of our Data Processing Agreement (available as Schedule D of our Master Services Agreement, or separately upon request) shall govern such processing. You warrant that you have a lawful basis for all personal data you instruct us to process and that you have provided all required notices to data subjects. Our Privacy Policy, available at payintelli.com/privacy, sets out how we process personal data in our capacity as a data controller.

11.1 PayIntelli Warranties

We warrant that: (a) the Platform will perform materially in accordance with the Documentation during your subscription; (b) we hold all licences and authorisations required to provide the Services; and (c) we will deliver the Services with reasonable skill and care.

11.2 Disclaimer

EXCEPT AS EXPRESSLY SET OUT IN CLAUSE 11.1, THE PLATFORM AND ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM VULNERABILITIES, OR THAT IT WILL MEET YOUR SPECIFIC REQUIREMENTS.

12.1 Uncapped Liabilities

Nothing in these Terms of Service limits or excludes either party’s liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) any liability that cannot lawfully be excluded or limited; or (d) your payment obligations for Fees properly due.

12.2 Exclusion of Indirect Loss

Subject to clause 12.1, neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, or business interruption, even if advised of the possibility of such damages and regardless of the form of action.

12.3 Aggregate Cap

Subject to clauses 12.1 and 12.2, our total aggregate liability to you arising out of or in connection with these Terms of Service in any three (3) month period shall not exceed the greater of the total fees paid by you to us in that three (3) month period.

12.4 Third-Party Acquirer Costs

We shall have no liability whatsoever for costs, fees, or charges levied by acquiring banks, card schemes, payment processors, or other third-party financial infrastructure providers. Such costs are passed through directly and are solely between you and those third parties.

You shall defend, indemnify, and hold harmless PiResearch Labs Pvt. Ltd. and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from: (a) your breach of these Terms of Service; (b) your violation of applicable law; (c) your Merchant Data or your customers’ use of your services; (d) any claim by your customers arising from products or services you sell; or (e) your gross negligence or wilful misconduct.

We shall indemnify you against any third-party claim that the Platform, used in accordance with these Terms of Service, infringes any third party’s intellectual property rights, provided that you: (a) give us prompt written notice of the claim; (b) give us sole authority to defend and settle the claim; and (c) provide reasonable cooperation. This indemnity does not apply where the alleged infringement results from your modification of the Platform or use contrary to our Documentation.

The Platform enables you to connect with third-party payment processors, acquirers and other external services that you independently contract with ("External Services"). You acknowledge and agree that:

• Providers of External Services are independent contractors and not our sub-contractors or agents;
• You must have a direct contract with any External Service provider you connect to via the Platform, and your relationship with them is governed by their own terms and conditions;
• We do not endorse, warrant, or accept any liability for External Services or their providers; and
• Your right to use External Services through the Platform is conditional on your compliance with the applicable third-party terms.

For the avoidance of doubt, this clause applies only to External Services that you connect to independently. It does not apply to sub-processors engaged by PayIntelli, whose data protection obligations are governed by the Data Processing Agreement.

15.1 Term

These Terms of Service commence when you create an Account or first access the Platform and continue until terminated in accordance with this section. Where you have entered into an Order Form, the subscription term is as specified therein and shall renew automatically for successive twelve (12) month periods unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

15.2 Termination for Convenience

Either party may terminate these Terms of Service without cause on ninety (90) days’ written notice. You remain liable for all Fees accrued up to the effective termination date and any applicable early termination charges specified in your Order Form.

15.3 Termination for Cause

Either party may terminate immediately on written notice if: (a) the other party commits a material breach and fails to remedy it within thirty (30) days of written notice specifying the breach; (b) the other party becomes insolvent, enters administration, liquidation, or insolvency proceedings or (c) the other party engages in fraud, wilful misconduct, or grossly negligent conduct.

We may also terminate or suspend immediately, without notice, if we determine that your use of the Platform presents a material fraud risk, security risk, or regulatory risk to us or to other merchants on the Platform, or if we are required to do so by a regulatory authority or applicable law.

15.4 Effects of Termination

Upon termination: (a) all licences granted to you immediately cease and you must stop using the Platform; (b) all outstanding Fees become immediately due and payable; (c) we will provide you with a data export of your Merchant Data within thirty (30) days of a written request, after which we will securely delete or anonymise your data subject to legal retention obligations; and (d) each party will return or destroy the other’s Confidential Information. Clauses 7, 9, 10, 12, 13, and 18 survive termination.

16.1 Platform Changes

We may add, remove, or modify features and functionality of the Platform at any time. Where a change will result in a material degradation of the Services, we will give you at least thirty (30) days’ advance written notice. We may make emergency changes without notice where required to address urgent security vulnerabilities, and will notify you as soon as practicable after doing so.

16.2 Changes to These Terms

We may update these Terms of Service from time to time to reflect changes in our services, applicable law, or regulatory requirements. We will give you at least thirty (30) days’ advance written notice of any material changes by email and/or by notification within the Platform. If you object to the updated terms, you must notify us in writing within fourteen (14) days of the notice, in which case we may terminate your then-current subscription immediately or as mutually agreed. Your continued use of the Platform after the effective date of any update constitutes acceptance of the revised terms.

All formal notices under these Terms of Service must be in writing and delivered by: (a) registered post with return receipt to the addresses specified in your Order Form or Account; (b) nationally recognised overnight courier; or (c) email with confirmed delivery receipt. Notices to PayIntelli must be directed to legal@payintelli.com. Notices are effective upon confirmed receipt. For urgent security matters, use security@payintelli.com.

18.1 Entire Agreement

These Terms of Service, together with any applicable Order Form, Data Processing Agreement, and Master Services Agreement, constitute the entire agreement between the parties regarding the Platform and supersede all prior representations, negotiations, and agreements. In the event of any conflict, the Master Services Agreement shall prevail over these Terms of Service.

18.2 Governing Law

These Terms of Service and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of the Republic of India. Any unresolved disputes shall be subject to the exclusive jurisdiction of the courts at Hyderabad, Telangana, India. Either party may seek emergency injunctive relief in any court of competent jurisdiction without first exhausting dispute resolution procedures.

18.3 Assignment

You may not assign or transfer any rights or obligations under these Terms of Service without our prior written consent. We may assign these Terms of Service without your consent in connection with a merger, acquisition, or sale of all or substantially all of our assets, provided we give you thirty (30) days’ prior written notice.

18.4 Waiver

No failure or delay in exercising any right under these Terms of Service shall constitute a waiver of that right. A waiver of any particular breach shall not constitute a waiver of any subsequent breach.

18.5 Severability

If any provision of these Terms of Service is held invalid or unenforceable, the remaining provisions shall continue in full force, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

18.6 Independent Contractor

The parties are independent contractors. Nothing in these Terms of Service creates an employment, agency, partnership, or joint venture relationship between the parties.

18.7 Force Majeure

Neither party shall be liable for any failure or delay in performance caused by a Force Majeure Event — being any event beyond the reasonable control of the affected party, including acts of God, natural disasters, pandemic, government action, war, terrorism, civil unrest, prolonged infrastructure failure, or regulatory action. The affected party shall notify the other promptly and use commercially reasonable efforts to mitigate the impact and resume performance. If a Force Majeure Event continues for more than sixty (60) days, either party may terminate on thirty (30) days’ written notice.

18.8 No Third-Party Rights

These Terms of Service are for the sole benefit of the parties and their permitted successors and assigns. Nothing herein confers any rights or remedies on any third party.

18.9 Publicity

We may refer to you as a PayIntelli customer for general business development and marketing purposes. Any use of your brand name or logo requires your prior written consent. You may request that we do not reference you as a customer by notifying us in writing at legal@payintelli.com within thirty (30) days of your Account creation.

18.10 Counterparts and Electronic Signatures

These Terms of Service and any associated documents may be executed electronically via DocuSign or equivalent platforms. Electronic signatures are deemed valid and binding to the same extent as original wet-ink signatures.

18.11 Compliance with Laws

Each party shall comply with all applicable laws in connection with these Terms of Service, including anti-bribery and anti-corruption legislation including the Prevention of Corruption Act 1988 (India), the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act where applicable, anti-money laundering laws, and applicable trade sanctions regulations.