NORTHAKROSS TECHNOLOGIES PVT. LTD.

Terms and Conditions

Effective Date: March 12, 2026
Last Updated: March 12, 2026

Welcome to Northakross Technologies Pvt. Ltd. ("Northakross", "we", "us", or "our"). Please read these Terms and Conditions ("Terms") carefully before accessing or using our website at northakross.com (the "Website") and any related payment solutions, platforms, or services (collectively, the "Services").

By accessing or using our Website or Services, you agree to be legally bound by these Terms. If you do not agree, please do not use the Website or Services.

1. Definitions

For the purposes of these Terms:

"Client" or "You" means any bank, financial institution, merchant, fintech company, or individual accessing or using our Website or Services.
"Services" includes white-label payment solutions, payment exchange platforms for banks and merchants, net banking platforms, UPI/IMPS/NEFT/RTGS processing, card payment infrastructure, reconciliation tools, and any other products or offerings provided by Northakross.
"Platform" means the payment processing and exchange infrastructure developed and operated by Northakross.
"Transaction" means any financial transaction initiated, processed, or facilitated through our Platform.
"Confidential Information" means non-public technical, business, or financial information exchanged between the parties.

2. Acceptance of Terms

By using our Website or entering into a service agreement with Northakross, you confirm that:

You are at least 18 years of age and legally capable of entering into binding contracts.
You are authorised to act on behalf of your organisation, if applicable.
You have read, understood, and agree to comply with these Terms and all applicable laws and regulations, including those issued by the Reserve Bank of India (RBI), National Payments Corporation of India (NPCI), and other relevant regulatory authorities.

3. Services Offered

Northakross provides the following categories of Services:

3.1 Payment Exchange for Banks

A white-label payment exchange platform designed for banks to facilitate merchant and aggregator onboarding, manage payment routing, and provide seamless net banking experiences.

3.2 Payment Exchange for Merchants

An enterprise-grade payment exchange enabling high-volume merchants to access flexible commercials, multi-mode payment acceptance (Cards, UPI, NEFT, RTGS, IMPS), and automated reconciliation.

3.3 Outsourced Net Banking Platform

A hosted net banking solution for banks to expand their payment infrastructure without significant capital investment in technology resources.

3.4 Custom Payment Solutions

Tailored payment integrations developed to address specific operational requirements of financial institutions and merchants, with a focus on ease of use, security, and scalability.

4. Eligibility and Account Registration

Access to certain Services requires prior registration and execution of a formal service agreement with Northakross.
You agree to provide accurate, current, and complete information during registration and to keep such information updated.
You are responsible for safeguarding any credentials, API keys, or access tokens provided to you. Northakross shall not be liable for any unauthorised access resulting from your failure to maintain confidentiality.
Northakross reserves the right to suspend or terminate access to any account that violates these Terms or applicable law.

5. Payment Processing and Transactions

5.1 Transaction Responsibility

You are solely responsible for the accuracy of transaction data submitted through the Platform. Northakross processes transactions based on the information provided and does not independently verify transaction details.

5.2 Settlement and Reconciliation

Settlement timelines and reconciliation processes are governed by the specific service agreement between you and Northakross, and are subject to banking cut-off times and regulatory requirements.

5.3 Chargebacks and Disputes

In the event of a chargeback or disputed transaction, you agree to cooperate fully with Northakross and the relevant payment network or bank. Chargeback liability will be determined per the terms of your service agreement and applicable card network or NPCI rules.

5.4 Prohibited Transactions

The Platform must not be used to process transactions that are:

Illegal under Indian or applicable foreign law.
Related to gambling, adult content, arms, narcotics, or other prohibited categories as defined by RBI and NPCI guidelines.
Designed to defraud, deceive, or harm any individual or entity.

6. Fees and Charges

Applicable fees for using the Services are set out in your individual service agreement. Northakross reserves the right to revise fees with prior written notice.
All fees are exclusive of applicable taxes including Goods and Services Tax (GST). You are responsible for payment of all taxes applicable to your use of the Services.
Failure to pay invoiced amounts within the agreed period may result in suspension of Services and accrual of late payment interest as specified in the service agreement.

7. Intellectual Property

All intellectual property rights in the Platform, Website, software, documentation, and branding materials are the exclusive property of Northakross Technologies Pvt. Ltd. or its licensors.

You are granted a limited, non-exclusive, non-transferable licence to use the Services solely for your internal business purposes as agreed. You may not:

Copy, modify, distribute, or create derivative works of any part of the Platform or Website.
Reverse engineer, decompile, or disassemble any software forming part of the Services.
Use Northakross's trademarks, logos, or branding without prior written consent.

8. Confidentiality

Both parties agree to maintain the confidentiality of each other's Confidential Information and not to disclose it to any third party without prior written consent, except as required by law or regulatory authority.

This obligation shall survive the termination or expiry of any agreement for a period of three (3) years.

9. Data Privacy and Security

9.1 Data Collection

Northakross collects and processes personal and transactional data as necessary to provide the Services. Our use of such data is governed by our Privacy Policy, which forms part of these Terms.

9.2 Data Security

Northakross employs industry-standard security measures to protect data processed through the Platform, including encryption, access controls, and secure data storage practices compliant with applicable Indian regulations.

9.3 Your Obligations

You are responsible for ensuring that your use of the Services complies with all applicable data protection laws, including the Digital Personal Data Protection Act, 2023 (DPDPA), and any guidelines issued by the RBI pertaining to data localisation and customer data protection.

10. Compliance with Laws and Regulations

You agree to use the Services in full compliance with all applicable laws, including but not limited to:

Reserve Bank of India (RBI) guidelines and circulars on payment systems and digital transactions.
National Payments Corporation of India (NPCI) rules for UPI, IMPS, and other payment networks.
Prevention of Money Laundering Act, 2002 (PMLA) and associated KYC/AML regulations.
Information Technology Act, 2000 and the IT (Amendment) Act, 2008.
Foreign Exchange Management Act, 1999 (FEMA), where applicable.

Northakross reserves the right to suspend or terminate Services immediately if we have reason to believe that you are in breach of applicable regulations.

11. Limitation of Liability

To the maximum extent permitted by applicable law:

Northakross shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of revenue, data, or goodwill, arising from your use of the Services.
Northakross's total aggregate liability for direct damages shall not exceed the fees paid by you to Northakross in the three (3) months immediately preceding the event giving rise to the claim.
Northakross is not responsible for downtime, failures, or errors caused by third-party banking networks, payment schemes (NPCI, card networks), or force majeure events.

12. Indemnification

You agree to indemnify, defend, and hold harmless Northakross, its directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, or expenses (including legal fees) arising from:

Your breach of these Terms or any applicable law.
Fraudulent, unauthorised, or prohibited use of the Services.
Any claim by a third party related to transactions processed by you through the Platform.

13. Disclaimers

The Services are provided on an "as is" and "as available" basis. Northakross makes no representations or warranties of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or uninterrupted availability.

Northakross does not guarantee that the Platform will be error-free, virus-free, or that defects will be corrected. You use the Services at your own risk.

14. Suspension and Termination

Northakross may suspend or terminate access to the Services at any time, with or without notice, if you breach these Terms, engage in fraudulent activity, or if required by a regulatory or judicial authority.
You may terminate your use of the Services in accordance with the notice period specified in your service agreement.
Upon termination, all outstanding fees become immediately due and payable. Sections relating to Intellectual Property, Confidentiality, Liability, Indemnification, and Governing Law shall survive termination.

15. Force Majeure

Northakross shall not be held liable for any delay or failure in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, civil unrest, strikes, pandemics, governmental actions, or failure of third-party networks and systems.

16. Modifications to Terms

Northakross reserves the right to update or modify these Terms at any time. Changes will be effective upon posting to the Website. It is your responsibility to review these Terms periodically. Continued use of the Services after the posting of changes constitutes your acceptance of the revised Terms.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

17.2 Jurisdiction

Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts located in Mumbai, Maharashtra, India.

17.3 Arbitration

Notwithstanding the above, either party may elect to resolve disputes through binding arbitration under the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be Mumbai, and proceedings shall be conducted in English.

18. Third-Party Links and Services

The Website may contain links to third-party websites or services. Northakross is not responsible for the content, privacy practices, or availability of third-party websites. The inclusion of any link does not imply endorsement by Northakross.

19. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable. The remaining provisions shall continue in full force and effect.

20. Entire Agreement

These Terms, together with any applicable service agreement and our Privacy Policy, constitute the entire agreement between you and Northakross regarding the subject matter herein and supersede all prior negotiations, representations, warranties, and understandings.

21. Contact Information

If you have any questions, concerns, or complaints regarding these Terms, please contact us at:

Northakross Technologies Pvt. Ltd.
Unit No. 7, Ratnajyot Industrial Estate,
Irla Lane, Vile Parle West,
Mumbai, Maharashtra – 400056, India

Website: www.northakross.com
Email: legal@northakross.com

By using our Website or Services, you acknowledge that you have read and understood these Terms and agree to be bound by them.