GOOGLE PAY FOR BUSINESS PROGRAM LENDING FACILITATION TERMS

Last Updated: July 31, 2024

1. INTRODUCTION

Background. These Google Pay for Business Program Lending Facilitation Terms ("Lending Facilitation Terms") pertain to digital lending services on the Google Pay for Business App (collectively referred to as "Lending Facilitation Services"), which are provided by SZS Tech Private Limited with registered office at 5th Floor, DLF Centre, Block 124 Narindra Place, Sansad Marg, New Delhi - 110001 ("SZS").

2. APPLICABLE TERMS

To use the Lending Facilitation Services, you must accept:

1. the Google Terms of Service (the "Universal Terms");
2. these Lending Facilitation Terms;
3. the Google API Terms;
4. the Google Pay for Business Program Policies; and
5. the Google Privacy Policy (the "Privacy Policy"), which describes how your information is processed when you use the Lending Facilitation Services.

These six documents are collectively referred to herein as the "Combined Google Pay Lending Facilitation Terms".

Please read each of these Combined Google Pay Lending Facilitation Terms carefully, starting with the Universal Terms as they contain important information about your legal rights, remedies and obligations. These Combined Google Pay Lending Facilitation Terms constitute a legally binding agreement between you and SZS governing your access to and use of the Lending Facilitation Services. If you do not understand these documents or do not accept any part of them, then you should not use the Lending Facilitation Services.

You further understand and agree that SZS reserves the right to update any of these Combined Google Pay Lending Facilitation Terms from time to time. You must ensure that you keep yourself up-to-date and read the Combined Google Pay Lending Facilitation Terms at close intervals. If there is any conflict between these Lending Facilitation Terms and the Universal Terms, these Lending Facilitation Terms will prevail.

3. MERCHANT WARRANTIES

By agreeing to the Combined Google Pay Lending Facilitation Terms, you represent and warrant that:

• You are 18 (eighteen) years of age or older, and you are capable of entering into a legally binding agreement;
• You are or represent a business located in India. If you are a business located outside India, do not use the Lending Facilitation Services; and
• You are duly authorized to do business in India and enter into the Combined Google Pay Lending Facilitation Terms. Your employees, officers, representatives, and other agents accessing the Lending Facilitation Services are authorized to access the Lending Facilitation Services and to legally bind you to the Combined Google Pay Lending Facilitation Terms.

4. DEFINITIONS

"Applicable Law" means all applicable laws, statutes, rules, regulations, guidelines, and statutory or government notifications including Reserve Bank of India regulations.

"Credit Institution" means a bank, non-banking financial institution or appropriately licensed credit provider who offers credit facilities through the Lending Facilitation Services.

"Google Pay for Business Account" means the account you create with Google Group Companies to avail the Lending Facilitation Services, which may be accessed through the Google Pay for Business Platform.

"Google Pay for Business App" will mean the 'Google Pay for Business' app operated by Google Group Companies where the details of the Google Pay for Business Account can be viewed and managed.

"Google Pay for Business Platform" will mean the 'Google Pay for Business' console or the Google Pay for Business App, operated by Google Group Companies where the details of the Google Pay for Business Account can be viewed and managed.

"Google Group Companies" or "Group Companies" means SZS' parent, its subsidiaries and associate companies, and the parent's ultimate holding company and its direct or indirect subsidiaries, including their associate companies.

"Third Party Lending Platform" means an online lending platform which facilitates loans from Credit Institutions.

"Merchant" means a person or entity, involved in any legal business within India, who has created a Google Pay for Business Account for such business.

"Merchant Store" means physical or online retail presence operated by the Merchant in India.

"Parties" means You and SZS.

"Spot" means a customisable web-based experience created by a Credit Institution or Third Party Lending Platform on the Google Pay for Business App for Merchants.

"We" or "Us" means SZS.

"You", "you", "Your", "your" means a Merchant.

5. SZS' ROLE

Scope. With respect to the Lending Facilitation Services availed by a Merchant, SZS will provide the Merchant with access to the Lending Facilitation Services subject to the terms provided in these Lending Facilitation Terms.

Google Group Companies. SZS reserves the right to use the services of its Google Group Companies to provide any of the Lending Facilitation Services to You, and for such limited purpose may share Your business information with the relevant Google Group Company.

SZS' Role as Intermediary. SZS:

1. is not and will not be responsible for any aspect of the credit facility offers displayed to You; and
2. does not determine, advise or in any manner control the terms of the credit facility offers.

Relationship Between the Parties. The relationship between SZS, its Group Companies and You is on a principal-to-principal basis. Nothing contained herein creates any association, partnership, joint venture, franchise or relationship of principal and agent, or master and servant, or employer and employee between You and SZS or Google Group Companies. You will not create any such duty or obligation, whether expressed or implied, on behalf of SZS. SZS has no connection or interest of whatsoever nature in Your business, the products or services offered / marketed by You or the credit facilities offered to and / or availed by You pursuant to the Lending Facilitation Services.

SZS' Use of Third Party Service Providers. SZS may use a third party to provide some or all aspects of the Lending Facilitation Services ("Third Party Service Provider"). For this purpose, You acknowledge and consent that SZS can share details about Your business with the Third Party Service Provider. You may also need to accept such Third Party Service Provider's additional terms and conditions and meet additional requirements ("Third Party Service Provider's Terms") to enable the Third Party Service Provider to provide their services in relation to the Lending Facilitation Services. SZS will not be responsible or liable to You for any loss incurred by You as a result of Your interaction with such Third Party Service Provider for the Lending Facilitation Services, or for any action or inaction of such Third Party Service Provider.

Accuracy of Information. You will provide SZS with all information and documents as may be required by SZS to enroll You to receive the Lending Facilitation Services. SZS may from time to time request additional or updated information for continued enrolment to receive the Lending Facilitation Services. You will keep all information provided to SZS up-to-date and accurate. You warrant and represent that all information You provide to SZS is true and accurate.

Verification and Disclosure of Merchant Information. SZS will review and may independently verify the information You provide, including through visits to and photographs of Your Merchant Store or by verifying on third party databases.

Cancellation of Enrolment. SZS reserves the right to cancel or suspend Your enrolment to receive the Lending Facilitation Services, at any time.

6. USE OF THE LENDING SERVICES

Prohibited Uses. You will not use the Lending Facilitation Services (a) for illegal purposes, or in support of illegal activities; (b) to promote or facilitate an unlawful transaction; (c) in connection with content or activities that are deceptive or that are prohibited under the Google Pay Policies or Google Pay Policies for Businesses or Play Policy; (d) in any way that suggests that Your business is endorsed by SZS; (e) in any way that may damage SZS's reputation or goodwill; or (f) or in any way that is not compliant with the Applicable Law.

SZS may, at any time, require You to certify compliance with the above, in writing, and You will provide such written certification together with such supporting documents as may be required by SZS from time to time.

7. PRIVACY AND COMMUNICATION

Privacy. The Privacy Policy explains how we treat Your personal data and protect Your privacy when You use the Lending Facilitation Services. By using the Lending Facilitation Services, You agree that SZS can use such data in accordance with the Privacy Policy.

You understand that SZS may share information that You provide to SZS with third parties, in order to provide You the Lending Facilitation Services and satisfy Applicable Law, regulation, legal process or an enforceable governmental request.

Communication. You agree and specifically consent to the collection, storage and use of Your information for communications from or with SZS. You further agree and specifically consent that SZS may, on our own or through Third Party Service Provider, send You emails, SMSs, or communicate with You through other means, for:

1. providing You with Lending Facilitation Services and transactional or account related information;
2. promoting the Lending Facilitation Services and any related services or offerings of SZS;
3. investigating or resolving any concerns including complaints relating to the Lending Facilitation Services; or
4. obtaining Your invaluable feedback.

Feedback. In order to serve You better, we may also send You surveys to understand: (a) Your experience with the Lending Facilitation Services, and / or (b) Your needs and requirements.

You may choose to, or we may invite You to, submit comments or ideas about the Lending Facilitation Services, including without limitation about how to improve the Lending Facilitation Services. By submitting any idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation, and that we are free to use the idea without any additional compensation to You, and / or to disclose the idea on a non- confidential basis or otherwise to anyone.

8. THIRD PARTY ACCOUNTABILITY

You may be required to have a Google Pay for Business Account to avail the Lending Facilitation Services. To protect Your Google Pay for Business Account, You should keep Your access credentials confidential. You are responsible for the activity that happens on or through Your Google Pay for Business Account. SZS disclaims any liability for any loss or injury that may be caused to You on account of Your failure to implement adequate safeguards to secure Your Google Pay for Business Account access credentials.

9.    DISCLAIMER

THE LENDING FACILITATION SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON, PROVIDED IN CONNECTION WITH OR ACCESSIBLE THROUGH THE LENDING FACILITATION SERVICES, ARE PROVIDED "AS IS."

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, SZS, GOOGLE GROUP COMPANIES, AND THEIR AGENTS, CO-BRANDERS OR OTHER PARTNERS, INCLUDING DEVICE MANUFACTURERS (COLLECTIVELY, "GOOGLE PARTIES"), MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER FOR THE LENDING FACILITATION SERVICES OR THE CONTENT, MATERIALS, INFORMATION AND FUNCTIONS MADE ACCESSIBLE BY THE SOFTWARE USED ON OR ACCESSED THROUGH THE LENDING FACILITATION SERVICES, OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE LENDING FACILITATION SERVICES. EACH GOOGLE PARTY DISCLAIMS WITHOUT LIMITATION, ANY WARRANTY OF ANY KIND WITH RESPECT TO THE LENDING FACILITATION SERVICES, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SZS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LENDING FACILITATION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. SZS WILL NOT BE RESPONSIBLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT ANY PART OF THE LENDING FACILITATION SERVICES.

10. LIMITATION OF LIABILITY; FORCE MAJEURE

IN NO EVENT WILL GOOGLE PARTIES BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY, DAMAGES OR LOSSES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES WHICH MAY BE INCURRED IN CONNECTION WITH ANY GOOGLE PARTY OR THE LENDING FACILITATION SERVICES, REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, EVEN IF THE GOOGLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. IN NO EVENT WILL THE GOOGLE PARTIES' TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATING TO THESE COMBINED GOOGLE PAY LENDING FACILITATION TERMS EXCEED INR 40,000/- (INDIAN RUPEES FORTY THOUSAND ONLY).

Nothing in these Lending Facilitation Terms is intended to exclude or limit the liability of any party for (i) death or personal injury; (ii) fraud; (iii) fraudulent misrepresentation; or (iv) any liability that cannot be excluded or limited by law.

You and SZS acknowledge that each Party has entered into these Lending Facilitation Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties.

In addition to and without limiting any of the foregoing, Google Parties will have no liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures and internet disturbances.

11. TERMINATION AND SUSPENSION

SZS may suspend or stop providing the Lending Facilitation Services to You, immediately and without any notice, if You do not comply with these Lending Facilitation Terms or if we are investigating suspected misconduct. SZS reserves the right to suspend or terminate Your use of Lending Facilitation Services, at any time, without liability to You or any third party.

12. MODIFICATION OF THE CREDIT FACILITY TERMS

Modification of Terms. SZS may modify any portion of the Lending Facilitation Services, these Lending Facilitation Terms, and any policies mentioned in these Lending Facilitation Terms, at any time. The changes will become effective and will be deemed accepted by You after their initial publication and will apply going forward with respect to any use of the Lending Facilitation Services after the publication date. If You do not agree with any part of the modified Lending Facilitation Terms, Your sole and exclusive remedy is to terminate Your use of the Lending Facilitation Services. You agree that Your continued use of the Lending Facilitation Services constitutes Your agreement to the modified Lending Facilitation Terms.

Suspension of Program. SZS may at any time modify or discontinue, temporarily or permanently, the Lending Facilitation Services with or without notice. SZS may also change any aspect of the Lending Facilitation Services. If You do not agree to the changes, please stop using the Lending Facilitation Services. Your continued use of the Lending Facilitation Services, after implementation of the change(s) will constitute Your agreement to such change(s). SZS will not be liable to You or to any third party for any modification, suspensions, or discontinuance of any part of the Lending Facilitation Services.

13. ASSIGNMENT

These Lending Facilitation Terms and any rights and licenses granted hereunder, may not be transferred or assigned by You. SZS may assign, in whole or in part, the benefits or obligations of the Lending Facilitation Terms at its discretion, subject to Applicable Law.

14. LENDING SERVICES

Display of offers from Credit Institutions. SZS, in collaboration with Credit Institutions and / or Third Party Lending Platforms, may enable You to apply for loans and financing facilities. SZS may display the credit facility offers provided by Credit Institutions directly or through a Third Party Lending Platform. You agree that SZS can show You offers from and on behalf of Credit Institutions, or Third Party Lending Platforms on behalf of Credit Institutions on such platform, and SZS can use Your account information to show You more relevant offers from Credit Institutions or Third Party Lending Platforms on behalf of Credit Institutions. SZS may choose to introduce, vary or withdraw such offers at any time. SZS does not guarantee or assure You of such credit facility offers being made available to You. You agree and acknowledge that the Lending Facilitation Services, including display of credit facility offers, offered by Credit Institutions and / or Third Party Lending Platforms, by SZS does not in any way imply, suggest, or constitute any financial advice, endorsement, sponsorship, recommendation, opinion, advice or approval of SZS against such third parties or their credit facility offers. You agree that SZS is in no way responsible for the accuracy, timeliness or completeness of information it may obtain from such Credit Institutions and / or Third Party Lending Platforms.

Applying for Loan Facility Services. To apply for a credit facility from a Credit Institution, directly or through a Third Party Lending Platform, ("Loan Facility"), You will either fill in the relevant information towards the application process with SZS or be redirected to the Credit Institution's Spot, app or webpage or the Third Party Lending Platform's Spot, app or webpage, where You will have access to the relevant Credit Institution's terms and conditions. If you fill information on an SZS page, you acknowledge that SZS merely operates as a conduit for such information for the Credit Institution or Third Party Lending Platform. However, if you are redirected, You will need to follow the application process on the relevant Spot, app or webpage (as the case may be) and provide the information required by the Credit Institution in order to process Your loan application. You are responsible for the completeness and accuracy of the information You provide in such an application. You understand that once You choose to access and are redirected to a Credit Institution's Spot, app or webpage or Third Party Lending Platform's Spot, app or webpage, SZS or Google Group Companies will have no control or real time oversight over the operation and management of such Credit Institution's Spot, app or webpage or Third Party Lending Platform's spot, app or webpage. You further understand that the Loan Facility is being extended by the Credit Institution or through a Third Party Lending Platform, and the Credit Institution and Third Party Lending Platform are responsible for complying with all Applicable Laws regarding the business conducted through their respective Spot, app or webpage including all relevant licenses, and regulatory approvals under Applicable Laws.

Data Sharing. SZS may ask its Google Group Companies to share certain identity and account information with it for the purpose of providing the Lending Facilitation Services. You agree and specifically consent to SZS obtaining this information from Google Group Companies. As part of the application process, Credit Institutions or Third Party Lending Platforms may also ask SZS to share certain identity, and account information with the Credit Institution and / or Third Party Lending Platform (including Your (1) permanent account number (PAN), (2) display name, (3) bank account details, (4) address, (5) merchant category code, (6) goods and service tax number (GSTIN), (7) email address, (8) phone number, (9) registered business name, (10) owner’s name, (11) business type and / or (12) IP address). You agree and specifically consent to SZS sharing this information and any other necessary information required, with such Credit Institutions and / or Third Party Lending Platforms. The above-mentioned details will be used by Credit Institutions and / or Third Party Lending Platforms to review your application for credit facilities. However, this information will not be the sole criteria used by the Credit Institution to decide whether You are eligible for the Loan Facility and will be coupled with other information available to the Credit Institution. The Credit Institution will solely decide at its discretion whether You are eligible for a Loan Facility. SZS and / or its Google Group Companies sharing your information with Credit Institutions or Third Party Lending Platforms with your consent is at your own risk, and neither SZS nor any Google Group Company will have any liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Credit Institution and / or Third Party Lending Platform.

Loan Facility Terms. The Loan Facility is offered by the Credit Institution, directly or through a Third Party Lending Platform and if approved, You will be entering into a loan agreement with the Credit Institution. You are responsible for ensuring that You understand all the terms in the loan agreement. The Credit Institution and / or the Third Party Lending Platform may charge fees for the Loan Facility. The Loan Facility amount will be credited by the Credit Institution into an account designated by the Credit Institution net of loan processing fees and other deductions / conditions as per the terms in the loan agreement, and communicated to SZS. You are responsible for the management of Your Loan Facility repayments, including ensuring that there are sufficient funds in the designated account with the Credit Institution on repayment dates. SZS does not provide the Loan Facility, and is not involved in the performance of the loan agreement. SZS will not be responsible to the Credit Institution, on Your behalf, for any risks emanating from the Loan Facility offered to You including the risk of non-repayment by You.

SZS Role. If Your application for a credit facility is successful and loan disbursement is made to You, SZS may receive a financial incentive from the applicable Credit Institution and / or Third Party Lending Platform after such disbursement. SZS is not a lender, lending platform, credit provider or a seller of financial products or services. All financial products and services including loans and credit facilities displayed or offered by SZS are provided by Credit Institutions and / or Third Party Lending Platforms. Your contractual relationship would be directly with such Credit Institutions and / or Third Party Lending Platforms and not with SZS or any other Google Group Company. All decisions on loan disbursement or credit provisioning, including evaluation of Your loan eligibility and KYC compliance, will be taken by such Credit Institutions and / or Third Party Lending Platforms. SZS has no role in or control over such decisions. You will be availing of any financial products or services from Credit Institutions and / or Third Party Lending Platforms at Your own risk and any relief must be sought against the applicable Credit Institutions and / or Third Party Lending Platforms. SZS takes no responsibility towards any act, omission, breach of obligation, negligence or other default by Credit Institutions and / or Third Party Lending Platforms whose credit facility offers are displayed by SZS, or towards any rejection, delay or other error concerning a loan application. SZS is not an agent of Credit Institutions and / or Third Party Lending Platforms and does not act on their behalf.

15. PROTECTION OF INTELLECTUAL PROPERTY

Ownership of IPR. Google Group Companies retain all right, title and interest, including without limitation all Intellectual Property Rights relating to the Lending Facilitation Services (and any derivative works or enhancements thereof), including but not limited to, all software, technology, information, materials, guidelines, and documentation. You do not acquire any right, title, or interest therein, except for the limited use rights expressly listed in these Lending Facilitation Terms. Any rights not expressly granted to You in these Lending Facilitation Terms are deemed withheld.

No Right to Modify. You agree not to and not to permit any third party to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from Google Pay for Business Account or the Lending Facilitation Services.

16. INDEMNIFICATION

You agree to indemnify, defend and hold harmless SZS, Google Group Companies, and their respective directors, officers, owners, agents, co-branders or other partners, employees, information providers, licensors, licensees, consultants, contractors and other applicable third parties (collectively "Indemnified Parties") from and against any claims, demands, causes of action, debt or liability, including attorneys' fees and costs incurred by the Indemnified Parties arising out of or related to:

1. Your use of the Lending Facilitation Services, including any third party claims arising from data routed into Google's APIs by you;
2. Your breach of or non-compliance with the Combined Google Pay Lending Facilitation Terms or the policies and guidelines mentioned thereunder;
3. Any dispute or litigation caused by your actions or omissions; or
4. Your negligence or violation or alleged violation of any Applicable Law or rights of a third party.

17. IMPORTANT LINKS

Third Party Links. The list of Credit Institutions and Third Party Lending Platforms offering credit facilities through the Lending Facilitation Services is here.

Sachet Portal. You may access the Reserve Bank of India’s Sachet Portal here.

Grievance Redressal Officer. Our nodal grievance redressal officer’s details are below.

Ms. Sascha Baljeet Gill

(nodal-grievance-lending@google.com)

Nodal Grievance Redressal Officer, Digital Lending

Level 7, FIFC Building, Plot No C 54 & 55,

G Block BKC, Bandra East, Mumbai - 400098

Maharashtra

Contact Number: 1-800-419-0157

You may lodge a complaint by visiting our Help Centre Article

You are also entitled to contact the relevant Credit Institution or Third Party Lending Platform for grievance redressal.

18 GOVERNING LAW; JURISDICTION

The Combined Google Pay Lending Facilitation Terms will be governed by and construed in accordance with the laws of India. You agree that any legal action or proceedings arising out of Combined Google Pay Lending Facilitation Terms may be brought exclusively in the competent courts / tribunals having jurisdiction in New Delhi, India and irrevocably submit themselves to the jurisdiction of such courts / tribunals. You understand that We may need to share information that you provide to Us or Google Group Companies in order to satisfy applicable law, regulation, legal process or an enforceable governmental request.

19. ENGLISH LANGUAGE CONTROLS

Any translation of these Combined Google Pay Lending Facilitation Terms is provided for your convenience. The meanings of terms, conditions and representations herein are subject to the definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

20. WAIVER

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

21. SURVIVAL OF PROVISIONS

The terms and provisions of these Combined Google Pay Lending Facilitation Terms, which by their nature and content are intended to survive the performance hereof by any or all Parties hereto will so survive the completion and termination of this Agreement.

22. SEVERABILITY

If any provision of these Combined Google Pay Lending Facilitation 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 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 these Combined Google Pay Lending Facilitation Terms unlawful or otherwise ineffective, the remainder of these Combined Google Pay Lending Facilitation 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.