UtilPe Terms of Service

1. Introduction

These Terms of Service ("Terms") govern your access to and use of the UtilPe platform, website and related services (collectively, the "Platform") provided by InstilX Technology Private Limited, a company incorporated under the laws of India with CIN U62099MH2024PTC417654 and registered office at VO-824, WeWork Vaswani Chambers, 1st Floor, 264-265, Dr Annie Besant Rd, Municipal Colony, Worli Shivaji Nagar, Mumbai, Maharashtra, 400030, India ("InstilX", "we", "us" or "our" ).

UtilPe is onboarded to the Bharat Bill Payment System ("BBPS") as a BBPS Agent Institution (AI) with the National Payments Corporation of India ("NPCI"), operating via Axis Bank Limited as our Customer Operating Unit ("COU"). UtilPe connects to the BBPS ecosystem through our BBPS Technology Service Provider ("TSP"), BrokenTusk Technologies Private Limited ("Setu").

The Platform allows approved BBPS Agents onboarded under UtilPe ("Agents", "you" or "your") to provide BBPS bill payment services to their end customers via API and dashboard interfaces. UtilPe is a business-to-business (B2B) service and is not intended for direct use by individual consumers.

By accessing or using the Platform, creating an account, or integrating with our APIs, you agree to be bound by these Terms and our Privacy Policy. If you do not agree, you must not use the Platform.

2. Eligibility and Account Registration

2.1 The Platform is intended only for businesses and organisations that are legally capable of entering into binding contracts under applicable law. By registering or using the Platform, you represent that:

• you are a duly incorporated entity or otherwise legally recognised under applicable law;
• you are authorised to act on behalf of such entity and to bind it to these Terms; and
• you will use the Platform strictly for lawful business purposes.

2.2 To access the Platform as an Agent, you must complete our onboarding process, provide accurate and complete information, submit all required KYC documents and be approved by InstilX, NPCI, Axis Bank (COU) and/or Setu (TSP), as applicable.

2.3 You agree to keep your registration data and KYC information accurate, complete and up to date at all times and to promptly notify us of any changes.

3. Relationship and Roles

3.1 InstilX operates UtilPe as a technology platform and as a BBPS Agent Institution within the BBPS framework. We are not a bank, Non-Banking Financial Company (NBFC), payment aggregator or wallet provider for the general public.

3.2 In the BBPS chain, we interact with NPCI, Axis Bank (COU), Setu (TSP), banks, billers and other ecosystem participants in accordance with applicable NPCI BBPS guidelines and contractual arrangements. These Terms do not override or limit NPCI/BBPS regulations or our obligations towards NPCI, Axis Bank or Setu.

3.3 The contractual relationship for bill payments is primarily between the Agent and its end customers, and between the BBPS participants (such as billers, banks and NPCI). InstilX acts as a technology service provider and BBPS AI to facilitate such transactions and does not assume responsibility for the underlying goods or services linked to the bill or the Agent's relationship with its customers.

3.4 Nothing in these Terms creates a partnership, joint venture, employment or agency relationship (other than the BBPS Agent Institution role as defined by NPCI) between InstilX and you, or between InstilX and your customers.

4. Use of the Platform

4.1 Subject to these Terms, InstilX grants you a limited, non-exclusive, non-transferable and revocable right to access and use the Platform for the sole purpose of providing BBPS services to your customers as an authorised Agent.

4.2 You are responsible for all activities that occur under your account and through your access credentials, including actions of your employees, contractors and any third parties to whom you grant access. You must:

• maintain the confidentiality of usernames, passwords and API keys;
• implement appropriate security controls and access restrictions;
• promptly notify us of any unauthorised access, suspected compromise or security incident; and
• ensure that your use of the Platform complies with applicable laws and with NPCI/BBPS guidelines.

4.3 Prohibited activities

You shall not, directly or indirectly:

• use the Platform for any purpose other than permitted BBPS transactions and related operations;
• offer or market UtilPe as a general-purpose wallet, PPI, or stored-value facility to consumers;
• reverse engineer, decompile, disassemble, modify or create derivative works based on the Platform, except to the extent permitted by law;
• circumvent or attempt to circumvent any security or technical restrictions;
• interfere with or disrupt the Platform or networks connected to it;
• misuse NPCI, BBPS, Axis Bank or Setu logos or names in a way that misrepresents your relationship with them;
• use the Platform for fraudulent, illegal, non-compliant or high-risk transactions, including those involving prohibited goods or services.

5. BBPS Balance, Pricing and Fees

5.1 To process BBPS transactions through UtilPe, you must maintain a sufficient BBPS Balance with InstilX. BBPS Balance is a pre-funded, internal accounting balance maintained in our systems and is:

• denominated in Indian Rupees (INR);
• used solely to fund BBPS transactions initiated through UtilPe;
• non-interest-bearing and not insured or guaranteed by any governmental agency; and
• not a wallet, PPI or stored-value facility for consumers.

5.2 You may top up BBPS Balance by making payments to InstilX via the modes specified by us. Upon realisation of funds, your BBPS Balance will be updated accordingly. You are responsible for any bank charges, payment gateway fees or other charges levied by your bank or payment provider.

5.3 Unless otherwise required by applicable law or BBPS rules, amounts credited to BBPS Balance are generally non-refundable and are expected to be utilised for BBPS transactions. InstilX may, at its sole discretion and subject to applicable regulations, permit refund or adjustment of BBPS Balance in specific cases, such as business discontinuation or regulatory requirements.

5.4 InstilX will charge fees, commissions and/or other charges for the use of the Platform and BBPS services as mutually agreed with you (for example, through a separate commercial proposal, schedule, email confirmation or dashboard configuration). Such fees may be deducted directly from your BBPS Balance, settled via invoice or otherwise as agreed.

5.5 All fees are exclusive of applicable taxes (including GST), which shall be borne by you. InstilX will issue tax invoices as per applicable law.

5.6 We reserve the right to change fees, pricing models and commercial terms with prior notice to you, subject to applicable contractual and regulatory requirements.

6. BBPS Transactions, Reversals and Settlements

6.1 All BBPS transactions initiated through UtilPe are processed in accordance with BBPS rules, NPCI circulars, Axis Bank (COU) policies and Setu (TSP) connectivity. Transaction status, success or failure is ultimately determined by the BBPS ecosystem (biller, bank, NPCI) and not solely by InstilX.

6.2 You are responsible for ensuring that all customer details, biller information and transaction data you submit are correct and authorised. InstilX will not be responsible for losses arising from errors, duplicate requests or unauthorised transactions initiated from your systems or by your personnel.

6.3 Reversals, refunds and chargebacks for BBPS transactions will be handled strictly as per BBPS rules and the policies of NPCI, banks and billers. We may credit or debit your BBPS Balance to give effect to such reversals or chargebacks, and you agree to accept and honour such adjustments.

6.4 You are solely responsible for resolving any disputes between you and your customers regarding underlying services, overcharging or other non-payment issues, except where specific BBPS complaint workflows apply. We will assist you in raising and tracking BBPS complaints as provided by the Platform.

6.5 You acknowledge that transaction records, reports and logs generated by the Platform and/or received from NPCI, Axis Bank, Setu or billers may be used for reconciliation and dispute resolution. In case of discrepancy, records from NPCI/Axis Bank/Setu may prevail, subject to applicable law.

7. APIs, Sandbox and Integration

7.1 InstilX may provide you with API keys, sandbox credentials and documentation to integrate your systems with UtilPe. You shall:

• keep all API keys, tokens and credentials secure and confidential;
• implement appropriate encryption, authentication and access controls in your systems;
• adhere to any rate limits or usage caps notified by InstilX; and
• ensure that your integration complies with our technical and security guidelines.

7.2 We may monitor API usage and logs for security, performance and compliance purposes. We reserve the right to throttle, suspend or revoke API access if we detect misuse, security risk or violation of these Terms.

7.3 You are responsible for testing your integration in our sandbox environment and ensuring that your application behaves correctly before going live. InstilX will not be liable for losses arising from your faulty integration.

8. Compliance, KYC and Prohibited Use

8.1 You agree to comply with all applicable laws, regulations and NPCI/BBPS guidelines, including but not limited to those relating to KYC, AML, CFT, data protection, consumer protection and taxation.

8.2 You are responsible for performing KYC and due diligence of your customers as required by applicable regulations and by your arrangements with NPCI/Axis Bank/Setu, as applicable. Where you rely on third-party providers for KYC/AML checks, you remain responsible for ensuring that such providers are competent and compliant.

8.3 You shall not use the Platform to process payments for activities that are illegal, prohibited by NPCI/BBPS regulations, or otherwise classified as restricted or high-risk without our prior written consent.

8.4 InstilX reserves the right (but has no obligation) to monitor usage, report suspicious transactions to relevant authorities and suspend services where we reasonably believe that your use of the Platform may be non-compliant, fraudulent or harmful.

9. Privacy and Data Protection

9.1 Our collection and use of personal information in connection with the Platform is described in our Privacy Policy, which forms an integral part of these Terms.

9.2 In many cases, we process End Customer data on your behalf as a service provider/data processor. You are responsible for providing appropriate privacy notices and obtaining any necessary consents from your customers for such processing.

9.3 You shall implement appropriate technical and organisational measures to protect personal data you handle in connection with the Platform and shall immediately notify us of any actual or suspected data breach affecting information processed through UtilPe.

10. Intellectual Property

10.1 The Platform, including its software, user interface, design, APIs, documentation, logos and trademarks (other than third-party marks), is owned or licensed by InstilX and protected by intellectual property laws. Except as expressly permitted by these Terms, you obtain no rights in or to the Platform.

10.2 You grant InstilX a non-exclusive, worldwide, royalty-free licence to use your name, logos and marks solely for the purpose of providing the Platform, identifying you as a customer, and showcasing our customer list in marketing materials, unless you expressly opt out in writing.

10.3 "NPCI", "BBPS" and related logos are registered trademarks of the National Payments Corporation of India. "Axis Bank" and the Axis Bank logo are trademarks of Axis Bank Limited. "Setu" is a brand of BrokenTusk Technologies Private Limited. All third-party marks remain the property of their respective owners and are used solely for identification purposes.

11. Service Availability and Changes

11.1 We aim to provide a reliable and secure Platform but do not guarantee uninterrupted or error-free operation. The Platform may be unavailable due to maintenance, upgrades, failures of third parties (such as NPCI, Axis Bank, Setu, banks or billers) or events beyond our reasonable control.

11.2 We may change, update, enhance or discontinue parts of the Platform from time to time, including introducing new features, imposing or changing limits, or modifying interfaces, subject to reasonable notice where feasible.

11.3 We may suspend or restrict your access to the Platform (in whole or in part) if we reasonably believe that:

• you are in breach of these Terms or any applicable law;
• your use poses a security, fraud, credit or operational risk;
• required by NPCI, Axis Bank, Setu, any regulator or court; or
• necessary to protect the integrity of the BBPS ecosystem or our systems.

12. Warranties and Disclaimers

12.1 You represent and warrant that you:

• have full power and authority to enter into and perform under these Terms;
• will use the Platform only in accordance with applicable law and NPCI/BBPS guidelines;
• have obtained all required approvals, licences and registrations to operate your business and offer bill payment services to your customers; and
• will not misrepresent your relationship with NPCI, Axis Bank, Setu or InstilX to your customers.

12.2 THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSTILX DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, ACCURACY OR RELIABILITY.

12.3 Without limiting the foregoing, we do not warrant that the Platform will be uninterrupted, timely, secure, error-free or compatible with your systems, or that all defects will be corrected.

13. Limitation of Liability

13.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSTILX, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, DATA OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, INSTILX'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL FEES (IF ANY) ACTUALLY PAID BY YOU TO INSTILX FOR USE OF THE PLATFORM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 NOTHING IN THESE TERMS LIMITS OR EXCLUDES LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.

14. Indemnity

You agree to indemnify, defend and hold harmless InstilX, its directors, officers, employees, affiliates and service providers from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of or relating to:

• your use or misuse of the Platform or BBPS services;
• your breach of these Terms or any applicable law or regulation;
• any claim by your customers or third parties relating to your products, services or conduct; or
• any negligence, fraud or wilful misconduct by you or your personnel.

15. Term and Termination

15.1 These Terms commence on the date you first accept them or use the Platform and continue until terminated as provided herein.

15.2 Either party may terminate these Terms for convenience by providing thirty (30) days' prior written notice to the other, subject to completion of ongoing BBPS settlements, reversals and regulatory requirements.

15.3 InstilX may immediately suspend or terminate your access to the Platform, in whole or in part, if:

• you are in material breach of these Terms;
• we reasonably believe your use poses a risk to the Platform, BBPS ecosystem, NPCI, Axis Bank, Setu or other participants;
• required by NPCI, Axis Bank, Setu, a regulator or court; or
• you become insolvent, commence liquidation or similar proceedings, or cease business operations.

15.4 Upon termination, your right to use the Platform shall immediately cease. We may retain and use information as required for legal, regulatory and operational purposes. Subject to applicable law and regulatory approvals, any residual BBPS Balance may be adjusted, settled or refunded at InstilX's discretion.

15.5 Provisions which by their nature should survive termination (including payment obligations, IP, confidentiality, disclaimers, limitation of liability, indemnity and governing law) shall survive.

16. Governing Law and Dispute Resolution

16.1 These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

16.2 Subject to any mandatory arbitration or dispute resolution requirements under applicable law, the courts at Mumbai, India shall have exclusive jurisdiction over all disputes arising out of or in connection with these Terms and your use of the Platform.

16.3 Before initiating legal proceedings, the parties shall make good faith efforts to resolve disputes amicably, including by escalating the matter to senior management and, where mutually agreed, exploring mediation.

17. Changes and Miscellaneous

17.1 We may update these Terms from time to time. When we do so, we will revise the "Last updated" date at the top of this page and, where appropriate, provide additional notice (such as via email or dashboard notification). Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of them.

17.2 You may not assign, transfer or delegate your rights or obligations under these Terms without our prior written consent. We may assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition or sale of assets.

17.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be replaced with a valid provision that most closely reflects the parties' original intent.

17.4 No failure or delay by InstilX in exercising any right or remedy under these Terms shall constitute a waiver of such right or remedy.

17.5 These Terms, together with the Privacy Policy and any commercial agreement or schedule agreed between us, constitute the entire agreement between you and InstilX regarding the Platform and supersede all prior proposals or understandings.

18. Contact Information

If you have any questions about these Terms or the Platform, please contact: