By selecting to utilize the Facilitation Services (as defined hereunder), the Parties have indicated their acceptance of these Terms of Services and their intent and agreement to be bound by them. If any Party is unwilling to agree to these Terms of Services, the Party shall immediately discontinue further use of the Facilitation Services. If any Party uses any Facilitation Service(s), it shall be bound by the Terms of Services as set forth below. Any person logging on to or using the Website (hereinafter referred to as a “User”, “Customer”, “You”) even when such person does not avail of any Facilitation Services (defined below) provided by the Company on its Website shall be presumed to have read these Terms of Services, the Privacy Policy, and the Disclaimer published separately on the Website and unconditionally and irrevocably accepts the terms and conditions set out therein. These Terms of Services, together with the other Policies, constitute a binding and enforceable agreement between the User(s) and NY Escrow.

THE USER UNDERSTANDS, AGREES AND ACKNOWLEDGES THAT EVEN THOUGH THE USER MAY BE ALLOWED TO EXECUTE TRANSACTIONS ON THE WEBSITE OF ESCROWPAY, THE FUNDS SHALL BE SETTLED TO THE ACCOUNT OF SUCH USER ONLY ON COMPLETION OF KYC AND OTHER STATUTORY AND REGULATORY OBLIGATIONS ON THE PART OF THE USER IN ACCORDANCE WITH THE APPLICABLE LAWS. FURTHER, IN THE EVENT OF NON-COMPLETION OF KYC AND OTHER STAUTORY AND REGULATORY OBLIGATIONS ON THE PART OF THE USER TO OUR SATISFACTION, ESCROWPAY RESERVES THE RIGHT TO HOLD THE SETTLEMENT AMOUNTS TO THE USER. ESCROWPAY MAY EVENTUALLY REVERSE THE FUNDS TO THE SOURCE ACCOUNT FROM WHERE SUCH PAYMENT ORIGINATED.

Please read these Terms of Services carefully before accepting them. By accepting the Terms of Services, or by using our Facilitation Services, you hereby irrevocably and unconditionally agree to the same and confirm that You have read, understood, accepted, and acknowledge the Terms of Services of NY Escrow. Furthermore, if any User is unwilling to agree with the terms and conditions, they should refrain from using the Website and the Facilitation Services.

KEYWORDS AND DEFINATIONS

“Agreement to Sell” (ATS) means any Agreement entered into between the Users for sale, purchase of any Assets, Goods or Services for which Escrow services are required from NY Escrow.

“Assets, Goods and Services” shall have the meaning as assigned to it in the ATS between the User(s);

“Application Programming Interface (API)” is a software interface that allows two applications to interact with each other without any user intervention. API is a collection of software functions and procedures.

“Buyer” shall have the meaning as assigned to it in the said ATS;

“Business Day” shall mean any day on which NY Escrow is open for business other than non-working Saturday, Sunday and any days declared as a Public Holiday.

“Business Hours” shall mean working hours on any Business Day.

“Escrow-Funds” shall mean funds deposited/transferred by the Buyer/User in the Escrow Account as per the terms of the said ATS;

“Escrow Bank” shall mean and include Partner Banks of NY Escrow with whom Escrow Account is maintained with and administered with or without a trustee, through their office(s).

“EAAA” (Escrow Account Administration Agreement) shall mean and include the authorization provided by the User to NY Escrow for accepting, holding and releasing Escrow-Funds into/from the Escrow Account.

‘Escrow Agent’ shall mean and include NY Escrow  or any entity appointed by the Escrow Bank or NY Escrow to oversee the administration of the terms of the ATS and the completion of escrow transaction pertaining to any ATS for sale/purchase of any Assets, Goods and Services.

‘Escrow Account’ shall mean a virtual escrow account within a master escrow account under the name and style of “Trustmore Technologies Private Limited-Escrow Account” maintained at a bank designated or selected by NY Escrow for the purposes as set out in detail in the said ATS and EAAA.

“Escrow Fees” shall have the meaning as assigned to it in the Agreement and payable to NY Escrow by each User;

“Facilitation Services” means escrow facilitation services or any other service provided by NY Escrow powered by Partner banks. NY Escrow will act as an escrow agent in a transaction, for facilitating collections and payments for completion of a transaction contemplated under the said ATS, subject to the terms and conditions of the said ATS, EAAA and Terms of Services.

“Know Your Customer” (KYC) means the verification of identity and address of any User as issued by the RBI from time-to-time. To comply with KYC requirements, NY Escrow procures and verifies personal identification and other details such as address, Bank Account etc. from You before any Services can be delivered.

“Losses” shall mean and include loss due to revenue, business or profits or any other loss resulting from any use or attempted use of the Facilitation Services.;

“Merchant” shall mean and include any person engaged in purchase and sales of goods or provision of services (hereinafter referred as buyer, seller or parties or similar nature or otherwise)

“Party” or “Parties” shall have the meaning as assigned to it in Para 1 herein;

 “Seller” shall have the meaning as assigned to it in the said ATS;

The User shall abide by the following Terms and Conditions of Service as mentioned below:

1. General Conditions

Any Party using the Website either through Escrowpay or entities linked or integrated or otherwise through third parties (e.g. any B2B internet-enabled merchant or intermediary that hosts electronic marketplaces and conducts transactions among businesses) hereby authorizes for itself and such third parties to transfer relevant data to Escrowpay to facilitate the transactions. Further Parties represent and warrant that all information provided to Escrowpay directly or through any third party shall be complete, true and accurate.

2. Description and Scope of the Escrowpay Services

Escrowpay services are provided by Trustmore Technologies Private Limited which acts as an Escrow Agent between the Parties to facilitate seamless transactions subject to the terms and conditions as prescribed in the ATS, EAAA and Terms of Services.

Escrowpay Services to be limited to the following:

• To facilitate collection and payment transactions related to Assets, Goods and Services between Buyer and Seller of any Assets, Goods or Services, by collecting the consideration(s) (Escrow-Funds) from the Buyer in the Escrow Account (Payin) and releasing the same to the Seller from the Escrow Account (Payout) on achievement of milestones as per the ATS between them.
• Obtaining scanned copies of documents and KYC verification through digital modes from the Seller and the Buyer or Merchants pertaining to the transactions, through its Website,
• To provide all ancillary services, directly or through its partners/vendors, for seamless collection and payment of Escrow-Funds, including but not limited to, virtual collection accounts, collections through POS machines, E-Nach/Nach services, real time KYC checks, digital signing, digital ledgers etc.; and
• To Accept, Hold and Release the Escrow-Funds, after deducting the Escrow Fees, to the Seller/ Buyer, as the case may be, from the Escrow Account as per terms and conditions of the said ATS and the Terms of Services.

3. LIMITATION OF LIABILITY

Escrowpay is only a facilitator acting on the instructions and authorizations of the Parties hereto, and therefore, notwithstanding anything contrary contained herein or in the EAAA or any other agreement, all Parties:

• shall not make and claim or demand, of any nature whatsoever;
• shall not hold Escrowpay liable for any liability, losses, damages, claims, demands, costs, expenses, (including legal fees, court fees and professional fees), suits and claims arising out of this Agreement or the services provided by Escrowpay through its Website, in any manner whatsoever.
• agree that Escrowpay shall not be liable for indirect or consequential loss or damage, or special or punitive or exemplary damages, or loss of profit, business or revenue to any User and that Escrowpay is deemed to be purely an agent under goods and services (GST Act) for the purpose of any remittance made by Escrowpay through the escrow account save and except the deduction of its escrow fee.

Subject to the overall provisions stated herein, you expressly understand and agree that Escrowpay, affiliates, promoters, directors, employees, partners, vendors, service providers, agents and licensors shall not be liable to you for:

1. Any direct, indirect, incidental, special, consequential, punitive or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss;
2. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Services;
3. Your failure to provide Escrowpay with accurate data; or
4. Your failure to keep your password or account details secure and confidential.
5. The Facilitation Servicesprovided are available only for lawful transactions of Assets, Goods and Services which are not otherwise excluded or prohibited transactions under any applicable laws for the time being in force. Parties registered with the Website only shall use the 
6. The Parties agree that, notwithstanding anything contained in these Terms of Services, the ATS, or any other agreement, Escrowpay’s aggregate liability to the Parties, or any of them, or any third party, for any act done or omitted to be done under or in connection with these Terms of Services, or for any breach of any covenant, shall at all times be limited to the Escrow Fees received/to be received by Escrowpay from the User(s). Consequently, Escrowpay shall also not be liable for any losses that are ultimately determined by a Court of Law to have been caused primarily by the negligence or infringing action of any of the User(s) or any other third party. 

4. PROHIBITED TRANSACTIONS  

The Parties shall not use the website or Facilitation Services for any transaction which involves illegal or unlawful activities or which is violation of any laws and applicable provisions. Further, it shall be the sole discretion of NY Escrow to decline any transaction for which it has reason to believe is unauthorized, made by any person other than the parties or is in violation of any applicable laws or for any other reason NY Escrow may deem fit.

5. REJECTION OF PAYMENT

NY Escrow shall not be liable to any User or any third party, in case the partner bank, trustee or payment gateway or any other payment processor rejects the transaction due to any illegality, non-compliance, technical error or force majeure. Further, since the use of a bank account, or the making of an electronic funds transfer may be limited by each Party’ agreement with their financial institution and/or by applicable law, NY Escrow shall not liable to any Party if NY Escrow is unable to provide the Facilitation Services as a result of any such limit, or if a Bank or financial institution fails to honour any credit or debit to or from an Escrow Account.

6. OBLIGATIONS AND RESPONSIBLITIES  OF USER (S) AND ESCROWPAY

User’s Responsibilities:

To avail the Facilitation Service, each User is obligated to do the following:

1. Must complete KYC verification
2. Must sign the EAAA or accept customized Terms of Use specific to the business model
3. Must designate a payment mechanism and a bank account from which the consideration of the assets, goods or services and Escrow Fees will be remitted in (Payin) or paid out (Payout) into/from the Escrow Account.

Each User authorizes NY Escrow and its partners, vendors and other authorized service providers to initiate debit or credit entries to such bank accounts for receipt/payment of the consideration for the transaction of any assets, goods and services as per the terms of the ATS.

4. Must fulfill the obligations outlined in the ATS and the Terms of Services.
5. Must fulfill the obligations as per rules, regulations, guidelines, advisory of any authority, regulatory body, court of law, as amended from time to time.

User may remit the Payin via various payment modes including Real Time Gross Transfer (RTGS), National Electronic Fund Transfer (NEFT), Immediate Payment Service (IMPS), POS machines and/or NACH/e-NACH.

All Payout shall be made by NY Escrow to the verified bank account of the User via various payment modes including Real Time Gross Transfer (RTGS), National Electronic Fund Transfer (NEFT) and Immediate Payment Service (IMPS) subject to receipt of all documents and approved Release Instructions.

User(s) consent to receive communications (including transactional, promotional and/or commercial), from NY Escrow or its partners/ vendors. 

NY Escrow ’s Responsibilities:

1. To accept, hold and release Escrow-Funds as per the terms of the ATS in a timely manner
2. To provide Facilitation Services as per the signed agreement with User/Merchant/Intermediary

NY Escrow shall not be responsible or liable for:

1. any errors in judgment, actions taken or not taken, or mistakes, except in the case of gross negligence or wilful misconduct.
2. for conducting due diligence or marketability or genuineness of the Assets, Goods and Services. The User(s) shall be solely responsible for conducting due diligence of any Assets, Goods and Services to his/her/their satisfaction.
3. accepting and acting upon any instruction received from User(s) or any authorized person/entity under the ATS, where instruction or authorization has been provided by telephone, email or other electronic means using a telephone keypad or computer. Use of Password or any other form of identification designated by NY Escrow will be accepted as the electronic signature, as per applicable laws.
4. failingto complete a transaction due to insufficient funds in your Account; or if circumstances beyond their control prevent the completion of the transaction, including, without limitation, the acts or omissions of any NACH, check or other processor, the National Automated Clearing House Association, the Reserve Bank of India, any Trustee, any bank, or the directive of any regulatory authority.
5. relying upon any request, letter, certificate, agreement, notice, demand, or any other document which purports to have been transmitted or believed by it to have been signed by any of the authorized signatories of a User or signed by or on behalf of a User indicated as the sender or signatory thereof as per the terms of the said ATS and these Terms of Services. NY Escrow is not required to call for additional evidence, conduct any inquiry or investigation into its genuineness, or be liable for any loss or inconvenience caused by its failure to do so.

7. CANCELLATION OF TRANSACTIONS

NY Escrow, at its sole discretion, may cancel any transaction, if any Party to a transaction fails to agree on the terms and conditions given herein or in the said ATS, Terms of Services and/or Privacy Policy or Disclaimer, without assigning any reason thereof. NY Escrow may, at its sole discretion, suspend, cancel or terminate the Facilitation Services and the Account at any time without notice for inactivity, or if the User Account has been terminated or is no longer being managed by the Merchant/Intermediary, or if the Account is dormant or improperly used, or if you otherwise violate any provision of applicable laws.

8. STATEMENTS, VERIFICATION 

The Parties agree that all disclosures and communications regarding transaction in the said ATS and the Facilitation Services shall be made by e-mail or any other electronic mode on the Website.

9. DIGITAL IDENTIFICATION

The Parties understand and agree that Escrow Agent will create, issue, and verify a digital identification (a “Digital ID”) for each Party. This Digital ID is attached to each accepted electronic document and notification e-mails. The Parties agree that their Digital ID is a valid electronic signature.

10. FEES

a. In consideration of the services provided by NY Escrow, it shall be entitled to levy such fees and charges from User(s) for the Facilitation Services including any other applicable fees, all of which, once paid, shall be non-refundable, non-adjustable or non-transferable. The Company reserves the right to levy or revise such fees and charges from time to time in its absolute and sole discretion without any notice.

b. User(s) agree that all interest, taxes, penalties, demands, duties and charges (including stamp duty) of any description whatsoever as may be levied from time to time by the Government or other authority in respect of or in connection with the Facilitation Services being rendered to the User(s) shall be extra and payable by the User(s). In the event the Parties fail to pay any monies referred to above, NY Escrow shall be at liberty to recover the same from the User(s)/Merchant(s), including but not limited to, by deduction from the Escrow-Funds.

11. SYSTEM SECURITY

User(s) agree and acknowledge that the Facilitation Services may not be continuous, error-free, virus-free, or free of any other malicious, destructive, or corrupting code, program, or macro. NY Escrow will adopt such technical and non-technical security measures that it considers appropriate to provide the Facilitation Services and will make all the requisite efforts to provide uninterrupted services subject to downtime and regular maintenance. However, NY Escrow does not guarantee that such security measures cannot be subverted to gain unauthorized access.

12. DISCLAIMERS

The Parties expressly agree that their use of the Facilitation Services is at their sole risk. The Facilitation Services are provided on a strictly “as is” and “as available” basis. Escrow Agent MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTIONS, ANY SERVICES OBTAINED BY PARTY THROUGH THE USE OF THE WEBSITE OR THE FACILITATION SERVICES OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES ON THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE.

a. Escrow Agent expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. NY Escrow shall not be liable or responsible for those warranties and representations, if any, offered by any Seller or Buyer. No advice or information, whether oral or written, obtained by any User from NY Escrow or through the Facilitation Services shall create any warranty not expressly made herein.

b. The Parties acknowledge and agree that NY Escrow does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising there from, or any fraud/ gross negligence/mistake/or any criminal activity attached thereto. In no event will NY Escrow be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or Force Majeure  

For the purpose of more clarity and details User(s) are advised to refer to the “Disclaimer” provided on the Website.