Terms And Conditions

DEVTECTS PRIVATE LIMITED

MERCHANT & SERVICES AGREEMENT

GENERAL TERMS AND CONDITIONS

Effective Date: [●]
Last Updated: [●]
Version: 1.0

1. INTRODUCTION

These Merchant & Services Agreement – General Terms and Conditions (the “Agreement”) constitute a legally binding agreement between Devtects Private Limited (“Devtects”, “Company”, “we”, “us”, or “our”) and the legal entity or individual business accepting these Terms (“Merchant”, “Customer”, “you”, or “your”).

This Agreement governs the Merchant’s access to and use of Devtects’ technology, software, APIs, payment infrastructure, payment collection services, disbursement services, integrations, dashboards, documentation, and related products and services (collectively, the “Services”).

Devtects provides technology and payment solutions designed to enable businesses to collect and disburse payments through supported payment channels and integrations. Devtects’ published solutions include Collections (Pay-Ins), Disbursements (Pay-Outs), API-based payment integration, mobile-wallet and bank-transfer capabilities, and payment solutions for sectors including e-commerce, marketplaces, gaming, content and entertainment, and freelance businesses.

The specific Services available to a Merchant shall depend on Devtects’ approval, the Merchant’s business profile, applicable commercial arrangements, available payment channels, technical requirements, risk assessment, and applicable law.

2. CONTRACT DOCUMENTS AND ORDER OF PRECEDENCE

2.1 Agreement Structure

This Agreement may be supplemented by one or more of the following:

(a) a signed commercial agreement;

(b) an order form;

(d) a statement of work;

(e) a service-level agreement (“SLA”);

(f) a Data Processing Agreement (“DPA”);

(g) applicable API or technical documentation;

(h) applicable service-specific terms;

(i) applicable acceptable-use or prohibited-business policies; and

(j) any other document expressly incorporated into this Agreement.

2.2 Order of Precedence

If there is a conflict between documents forming part of the contractual relationship, the following order shall apply unless expressly agreed otherwise in writing:

a separately executed agreement;
an applicable DPA, solely with respect to data protection matters;
applicable service-specific terms;
an applicable order form or statement of work;
these General Terms and Conditions;
technical documentation and operational policies.

2.3 Commercial Terms

The Merchant acknowledges that transaction fees, settlement arrangements, limits, supported payment channels, currencies, reserves, minimum balances, and other commercial conditions may be specified separately and may vary by Merchant.

3. DEFINITIONS

For purposes of this Agreement:

“Account” means the Merchant account established with Devtects for access to the Services.

“API” means an application programming interface provided by Devtects for integration with the Services.

“Applicable Law” means all laws, statutes, regulations, regulatory requirements, orders, directives, rules, payment-network rules, and legally binding requirements applicable to a party, the Services, a Transaction, or the relevant activity.

“Beneficiary” means the individual or entity designated by a Merchant to receive a Pay-Out.

“Business Day” means a day on which the applicable banking and payment systems relevant to the Services are operational, excluding applicable public or banking holidays.

“Chargeback” means a reversal, dispute, retrieval request, or similar payment adjustment initiated through a payment method, payment network, issuer, acquiring institution, Payment Partner, or other relevant party.

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or reasonably should be understood to be confidential.

“Customer Data” means data, information, records, transaction information, personal information, content, documents, or other materials submitted to or processed through the Services by or on behalf of the Merchant.

“End User” means a person who purchases goods or services from, or otherwise interacts with, the Merchant.

“Fees” means fees, commissions, transaction charges, service charges, subscription charges, processing fees, and other amounts payable to Devtects.

“Pay-In” means a payment collection transaction initiated for the purpose of collecting funds from an End User on behalf of or for the benefit of the Merchant.

“Pay-Out” means a disbursement transaction initiated by or on behalf of the Merchant for transferring funds to a Beneficiary.

“Payment Method” means a payment method supported through the Services, including where applicable bank transfers, mobile wallets, cards, or other payment channels.

“Payment Partner” means a bank, financial institution, wallet provider, card network, payment processor, payment service provider, telecom operator, acquiring institution, technology provider, or other third party involved in providing or facilitating a Service.

“Services” means the products and services provided by Devtects under this Agreement.

“Settlement” means the process through which amounts attributable to completed Transactions are reconciled and made available or transferred to the Merchant, subject to applicable deductions, holds, reserves, adjustments, and contractual terms.

“Transaction” means a payment, collection, disbursement, refund, reversal, or other transaction submitted through the Services.

4. ELIGIBILITY AND AUTHORITY

4.1 Eligibility

The Merchant represents and warrants that:

(a) it is legally capable of entering into this Agreement;

(b) it is duly incorporated, registered, licensed, or otherwise lawfully operating where required;

(d) all information supplied to Devtects is accurate, complete, current, and not misleading; and

(e) its use of the Services shall comply with Applicable Law.

4.2 Authority

A person accepting this Agreement on behalf of an organization represents and warrants that such person has full authority to legally bind that organization.

Devtects may rely on such representation without independently verifying the internal authority of the individual accepting the Agreement.

5. MERCHANT ONBOARDING

5.1 Application

Access to certain Services is subject to Devtects’ onboarding and approval process.

Devtects may request information concerning:

legal identity;
corporate structure;
beneficial ownership;
directors and authorized representatives;
business activities;
websites and applications;
expected transaction volumes;
expected transaction types;
source of funds;
settlement accounts;
tax information;
licenses and registrations; and
other information reasonably required for compliance, risk, security, or operational purposes.

5.2 Verification

Devtects may verify information directly or through third-party service providers.

Approval to access one Service does not constitute approval to access every Service.

Devtects may impose transaction limits, payment-method restrictions, reserve requirements, additional verification requirements, or other conditions based on its risk assessment.

6. KYC, KYB, AML AND SANCTIONS

6.1 Compliance Cooperation

The Merchant shall provide all information reasonably requested by Devtects or its Payment Partners for customer due diligence, Know Your Customer (“KYC”), Know Your Business (“KYB”), anti-money laundering (“AML”), counter-terrorist financing (“CTF”), sanctions screening, fraud prevention, and regulatory compliance.

6.2 Ongoing Monitoring

The Merchant acknowledges that onboarding approval is not necessarily permanent.

Devtects may conduct ongoing monitoring of:

transaction activity;
transaction volumes;
chargeback levels;
refund levels;
fraud indicators;
business activities;
beneficiaries;
geographic exposure;
payment patterns; and
other relevant risk indicators.

6.3 Sanctions

The Merchant shall not use the Services to process Transactions involving a sanctioned person, entity, jurisdiction, activity, or transaction where such processing would violate Applicable Law or applicable sanctions requirements.

6.4 Failure to Cooperate

Failure to provide requested information may result in delayed onboarding, restricted Services, suspension, withholding of Settlement, or termination where reasonably necessary.

7. MERCHANT REPRESENTATIONS AND WARRANTIES

The Merchant represents, warrants, and undertakes that:

(a) it owns or has lawful rights to provide its products and services;

(b) its products and services are accurately described to End Users;

(d) it shall comply with consumer-protection, privacy, advertising, tax, employment, intellectual-property, and other Applicable Law relevant to its business;

(e) it shall maintain appropriate records relating to Transactions;

(f) it shall obtain all legally required consents from End Users;

(g) Customer Data submitted to Devtects may lawfully be processed for the purposes contemplated by this Agreement; and

(h) it shall promptly notify Devtects of any material change to its business, ownership, control, products, websites, applications, or transaction profile.

8. DESCRIPTION OF SERVICES

8.1 Technology Services

Devtects may provide technology services including API development, frontend development, backend development, custom software development, technical integration, and related technology services.

8.2 Payment Services

Subject to approval and availability, Devtects may provide or facilitate:

(a) Collections / Pay-Ins;

(b) Disbursements / Pay-Outs;

(d) payment-method integrations;

(e) transaction status and notification services;

(f) webhooks;

(g) reconciliation and reporting functionality; and

(h) other payment-related functionality made available by Devtects.

Devtects’ website describes its payment platform as supporting Pay-Ins and Pay-Outs through a single API and multiple payment channels.

9. PAY-IN / COLLECTION SERVICES

9.1 Pay-In Processing

Where enabled, Devtects may enable the Merchant to initiate or receive payment instructions from End Users through supported Payment Methods.

9.2 Authorization

A Transaction shall not be considered successfully completed merely because a payment request has been submitted.

Transaction status may depend upon authorization, processing, confirmation, reconciliation, and final settlement.

9.3 Failed Transactions

A Transaction may fail, be declined, reversed, delayed, or otherwise remain incomplete for reasons including:

insufficient funds;
Payment Partner restrictions;
fraud controls;
technical failures;
incorrect Transaction information;
account restrictions;
compliance requirements;
payment-method rules; or
other circumstances beyond Devtects’ reasonable control.

10. PAY-OUT / DISBURSEMENT SERVICES

10.1 Pay-Outs

Where enabled, the Merchant may instruct Devtects to make Pay-Outs to Beneficiaries through supported Payment Methods.

Devtects currently describes its Pay-Out solution as enabling transfers to beneficiaries’ mobile wallets or bank accounts and supporting local and multi-vendor disbursements.

10.2 Merchant Responsibility

The Merchant is responsible for ensuring that each Pay-Out instruction contains accurate and complete information, including where applicable:

Beneficiary name;
account or wallet information;
amount;
currency;
purpose;
reference;
transaction identifier; and
any other information required by the applicable Payment Method.

10.3 Beneficiary Due Diligence

The Merchant shall conduct any beneficiary screening, sanctions checks, AML checks, consent checks, and other due diligence required under Applicable Law.

10.4 Irreversible Transactions

Where a Payment Method does not support reversal or recovery, Devtects may be unable to recover funds sent to an incorrect Beneficiary due to inaccurate information supplied by the Merchant.

The Merchant remains responsible for losses resulting from incorrect or unauthorized Pay-Out instructions originating from its systems or authorized users.

11. PAYMENT PARTNERS AND PAYMENT METHODS

11.1 Third-Party Infrastructure

The Services may rely upon Payment Partners.

A Payment Partner may impose its own rules, limits, technical requirements, settlement procedures, risk controls, and compliance requirements.

11.2 Availability

Devtects does not guarantee the permanent availability of any particular Payment Method or Payment Partner.

A Payment Method may be added, restricted, suspended, replaced, or discontinued.

11.3 Payment Method Rules

The Merchant shall comply with applicable rules governing each Payment Method used through the Services.

Where a Payment Partner requires Devtects to take action concerning a Merchant or Transaction, Devtects may take such action where reasonably necessary to comply with that requirement.

This structure reflects the approach used by enterprise payment providers, where service terms incorporate Payment Method rules and third-party requirements.

12. TRANSACTION LIMITS AND RISK CONTROLS

Devtects may establish or modify:

minimum Transaction amounts;
maximum Transaction amounts;
daily or monthly limits;
velocity limits;
Pay-In limits;
Pay-Out limits;
account limits;
beneficiary limits;
geographic restrictions; and
other risk controls.

Devtects may apply such controls based on security, fraud prevention, compliance, operational, or commercial considerations.

13. SETTLEMENT

13.1 Settlement Process

Subject to applicable commercial terms, Devtects shall process Settlement of eligible funds according to the agreed Settlement schedule.

13.2 Deductions

Before Settlement, Devtects may deduct amounts including:

applicable Fees;
refunds;
Chargebacks;
reversals;
penalties;
taxes;
Payment Partner charges;
amounts owed under this Agreement; and
other amounts expressly permitted under the applicable commercial arrangement.

13.3 Settlement Delays

Settlement may be delayed where reasonably necessary due to:

fraud investigations;
compliance reviews;
Payment Partner restrictions;
reconciliation issues;
disputed Transactions;
suspected unauthorized activity;
legal or regulatory requirements; or
other legitimate risk circumstances.

14. RESERVES, HOLDS AND SECURITY

14.1 Reserve

Where reasonably required based on risk, transaction profile, chargeback exposure, fraud exposure, regulatory requirements, or Payment Partner requirements, Devtects may require the Merchant to maintain a reserve.

A reserve may be:

(a) a fixed amount;

(b) a percentage of Transactions;

(d) another mutually agreed security arrangement.

14.2 Holds

Devtects may temporarily hold amounts where reasonably necessary to investigate:

suspected fraud;
unauthorized Transactions;
Chargebacks;
refunds;
regulatory concerns;
unusual transaction patterns;
inaccurate Transaction information; or
other material risks.

14.3 Recovery

If amounts owed by the Merchant exceed available Settlement funds, the Merchant shall pay the outstanding amount upon demand or within the period specified by Devtects.

15. REFUNDS

The Merchant is responsible for maintaining a clear refund policy for its goods and services.

Where supported by the relevant Payment Method, Devtects may facilitate refunds in accordance with applicable technical and operational requirements.

A refund does not necessarily reverse applicable Fees unless expressly agreed.

The Merchant shall maintain sufficient funds to satisfy valid refunds.

16. CHARGEBACKS, REVERSALS AND DISPUTES

16.1 Chargebacks

The Merchant acknowledges that certain Payment Methods may permit End Users or financial institutions to dispute Transactions.

16.2 Merchant Responsibility

The Merchant shall cooperate with reasonable requests for information required to investigate or respond to Chargebacks.

Such information may include:

Transaction records;
invoices;
delivery evidence;
customer communications;
refund records;
identity information; and
other supporting evidence.

16.3 Financial Responsibility

To the extent permitted by Applicable Law and the applicable commercial arrangement, the Merchant is responsible for Chargebacks, reversals, related penalties, and associated costs arising from its Transactions.

Enterprise payment agreements commonly allocate these risks to merchants and permit recovery of related losses.

17. FRAUD PREVENTION

Devtects may use reasonable technical and operational measures to detect and prevent fraudulent or suspicious activity.

Such measures may include:

transaction monitoring;
velocity controls;
identity verification;
device or technical signals;
account restrictions;
transaction reviews;
payment-method controls; and
manual or automated risk assessments.

No fraud-prevention system can identify or prevent every fraudulent Transaction.

The Merchant remains responsible for maintaining appropriate fraud controls within its own business and systems.

18. PROHIBITED ACTIVITIES

The Merchant shall not use the Services for:

(a) unlawful activities;

(b) fraud or attempted fraud;

(d) sanctions evasion;

(e) unauthorized financial activity;

(f) deceptive or misleading commercial practices;

(g) sale or distribution of unlawful goods or services;

(h) unauthorized gambling or gaming activities;

(i) infringement of intellectual-property rights;

(j) malware, ransomware, viruses, or malicious code;

(k) unauthorized access to Devtects systems;

(l) manipulation of Transaction status;

(m) unauthorized testing against production infrastructure;

(n) attempts to bypass transaction or risk limits;

(o) use of another person’s credentials without authorization;

(p) activities that create material regulatory or reputational risk for Devtects or its Payment Partners; or

(q) any other activity prohibited by Applicable Law or an applicable Devtects policy.

Devtects may maintain a separate Restricted or Prohibited Business Policy incorporated into this Agreement.

19. API AND INTEGRATION REQUIREMENTS

19.1 Authorized Use

The Merchant may use Devtects APIs solely for the approved business purposes and Services.

19.2 Credentials

API keys, API secrets, tokens, certificates, and other credentials are confidential security credentials.

The Merchant shall:

store credentials securely;
restrict access to authorized personnel;
avoid exposing secrets in client-side applications;
avoid committing credentials to public repositories;
immediately rotate compromised credentials; and
notify Devtects promptly of suspected compromise.

19.3 Technical Compliance

The Merchant shall comply with applicable API documentation, integration requirements, rate limits, authentication requirements, security requirements, and versioning policies.

19.4 Duplicate Transactions

The Merchant shall implement appropriate controls to prevent unintended duplicate Transaction submissions.

20. WEBHOOKS AND EVENT NOTIFICATIONS

Where webhook functionality is provided, the Merchant is responsible for maintaining an appropriate endpoint.

The Merchant shall implement reasonable controls to:

authenticate webhook requests;
verify message integrity where applicable;
prevent replay attacks;
handle duplicate notifications;
handle delayed notifications;
maintain appropriate logs; and
reconcile webhook information against authoritative Transaction status where required.

Devtects shall not be responsible for failures resulting from an unavailable, incorrectly configured, or insecure Merchant endpoint.

21. ACCOUNT SECURITY

The Merchant is responsible for all activity performed through its Account and authorized credentials, except to the extent caused by Devtects’ breach of an applicable security obligation.

The Merchant shall immediately notify Devtects if it becomes aware of:

unauthorized access;
stolen credentials;
compromised API keys;
suspicious activity;
unauthorized Transactions; or
security incidents affecting the integration.

Devtects may suspend credentials or access where reasonably necessary to protect the Services.

22. CUSTOMER DATA

22.1 Ownership

As between the parties, the Merchant retains all rights, title, and interest in Customer Data.

22.2 Processing License

The Merchant grants Devtects a limited, non-exclusive right to process Customer Data to the extent reasonably necessary to:

(a) provide the Services;

(b) process Transactions;

(d) maintain security;

(e) detect fraud and abuse;

(f) perform reconciliation;

(g) comply with Applicable Law; and

(h) maintain and improve the Services.

22.3 Data Accuracy

The Merchant is solely responsible for the accuracy, legality, completeness, and integrity of Customer Data submitted to Devtects.

23. PERSONAL DATA AND DATA PROTECTION

Each party shall comply with Applicable Law relating to the protection of personal data applicable to its respective obligations.

Where required, the parties may execute a DPA governing the processing of personal data.

The Merchant shall ensure that it has provided all required privacy notices and obtained all required consents or other lawful bases for processing personal data through the Services.

Devtects may process and disclose information where necessary to:

provide Services;
process Transactions;
prevent fraud;
meet regulatory obligations;
comply with lawful requests;
maintain security; or
perform contractual obligations.

24. CONFIDENTIALITY

24.1 Confidential Information

Each party may receive Confidential Information from the other party.

The receiving party shall use reasonable care to protect Confidential Information and shall use it only for purposes connected with the business relationship.

24.2 Permitted Disclosure

Confidential Information may be disclosed to employees, contractors, professional advisers, affiliates, Payment Partners, or service providers who require access and are subject to appropriate confidentiality obligations.

Disclosure shall also be permitted where required by Applicable Law.

24.3 Exclusions

Confidential Information does not include information that:

(a) is publicly available without breach;

(b) was already lawfully known;

(d) is lawfully received from a third party without confidentiality obligations.

25. INFORMATION SECURITY

Each party shall maintain reasonable technical and organizational safeguards appropriate to the nature of the information and Services.

Devtects may implement security measures including:

authentication;
authorization;
encryption;
monitoring;
logging;
access controls;
infrastructure security; and
incident-response procedures.

The Merchant acknowledges that no electronic system can be guaranteed to be completely secure.

26. INTELLECTUAL PROPERTY

26.1 Devtects Property

Devtects retains all rights, title, and interest in:

software;
APIs;
source code;
documentation;
dashboards;
interfaces;
designs;
workflows;
technology;
trademarks;
logos;
methodologies;
databases;
technical architecture; and
other materials provided by Devtects.

26.2 Limited License

Subject to this Agreement, Devtects grants the Merchant a limited, non-exclusive, non-transferable, non-sublicensable right to use the Services during the Term solely for the Merchant’s internal business purposes.

26.3 Restrictions

The Merchant shall not:

copy;
reproduce;
distribute;
sublicense;
lease;
resell;
reverse engineer;
decompile;
disassemble;
create derivative works from;
attempt to extract source code from; or
commercially exploit

Devtects technology except where expressly permitted by Applicable Law or written agreement.

27. FEEDBACK

If the Merchant provides suggestions, recommendations, ideas, or feedback regarding the Services, Devtects may use such feedback without restriction or obligation, provided that Devtects does not disclose the Merchant’s Confidential Information in doing so.

28. THIRD-PARTY SERVICES

The Services may incorporate or depend upon third-party services.

Devtects shall not be responsible for failures caused solely by third parties beyond Devtects’ reasonable control.

The Merchant acknowledges that Payment Partners may independently impose:

transaction limits;
compliance requirements;
settlement rules;
service restrictions;
technical requirements; and
termination or suspension requirements.

29. FEES

29.1 Fees

The Merchant shall pay all Fees specified in its applicable commercial arrangement.

29.2 Taxes

Unless expressly stated otherwise, Fees are exclusive of applicable taxes, duties, levies, withholding taxes, or governmental charges.

The Merchant shall be responsible for taxes applicable to its obligations under this Agreement except taxes imposed on Devtects’ net income.

29.3 Fee Changes

Devtects may modify pricing where permitted under the applicable commercial arrangement.

For recurring contractual Services, any notice requirement shall be governed by the applicable commercial agreement.

30. RECORDS AND RECONCILIATION

The Merchant shall maintain complete and accurate records relating to Transactions, refunds, Chargebacks, Pay-Outs, End Users, and other activities conducted through the Services.

The Merchant shall promptly notify Devtects of material reconciliation discrepancies.

Unless otherwise agreed, Devtects’ Transaction records shall constitute commercially reasonable evidence of Transactions processed through its systems, subject to correction of demonstrated errors.

31. SERVICE AVAILABILITY AND MAINTENANCE

Devtects will use commercially reasonable efforts to maintain the availability of the Services.

Unless expressly provided under an SLA, Devtects does not guarantee uninterrupted or error-free availability.

Services may be affected by:

scheduled maintenance;
emergency maintenance;
network failures;
infrastructure failures;
Payment Partner outages;
telecommunications failures;
security incidents;
regulatory restrictions; or
events beyond Devtects’ reasonable control.

32. SERVICE MODIFICATIONS

Devtects may modify, update, improve, replace, suspend, or discontinue features of the Services.

Where commercially reasonable, Devtects will provide advance notice of material changes affecting an existing contracted Service.

Nothing in this section limits any specific rights provided under an applicable SLA or separately executed agreement.

33. SUPPORT

Devtects may provide technical and operational support according to the applicable commercial arrangement or SLA.

Support response times, escalation procedures, availability, and service commitments may vary depending on the Merchant’s plan or contractual arrangement.

Devtects’ website currently represents its payment offering as providing 24/7 support. Specific enterprise support commitments should nevertheless be defined in the applicable SLA rather than inferred from general website content.

34. SUSPENSION

Devtects may immediately suspend or restrict some or all Services where reasonably necessary to:

(a) protect the security of the Services;

(b) prevent fraud or abuse;

(d) comply with a governmental or regulatory requirement;

(e) comply with a Payment Partner requirement;

(f) investigate suspicious activity;

(g) address a security incident;

(h) enforce this Agreement;

(i) recover overdue amounts; or

(j) prevent material harm to Devtects, its Payment Partners, Merchants, End Users, or other persons.

Where legally and operationally practicable, Devtects may provide notice before or after suspension.

35. TERMINATION

35.1 Termination by Merchant

The Merchant may terminate this Agreement in accordance with the applicable commercial agreement.

35.2 Termination for Cause

Either party may terminate this Agreement for material breach where the breach is capable of remedy and remains uncured for thirty (30) days following written notice.

35.3 Immediate Termination

Devtects may terminate or suspend the Agreement immediately where:

(a) continued provision of Services would violate Applicable Law;

(b) the Merchant engages in fraudulent or unlawful activity;

(d) the Merchant provides materially false or misleading information;

(e) the Merchant becomes insolvent or enters liquidation or similar proceedings;

(f) a Payment Partner requires cessation of the Services;

(g) continued processing creates a material security, regulatory, financial, or reputational risk; or

(h) the Merchant commits a material breach incapable of cure.

36. EFFECT OF TERMINATION

Upon termination:

(a) the Merchant shall cease using the affected Services;

(b) all outstanding Fees and other amounts become payable in accordance with the applicable agreement;

(c) pending Transactions may continue to be processed where necessary for reconciliation, refunds, Chargebacks, settlement, or legal compliance;

(d) Devtects may retain records where required for legal, regulatory, security, audit, accounting, fraud-prevention, or legitimate business purposes; and

(e) provisions intended by their nature to survive termination shall remain effective.

Termination does not release either party from liabilities accrued before the effective termination date.

37. INDEMNIFICATION

The Merchant shall defend, indemnify, and hold harmless Devtects, its affiliates, directors, officers, employees, contractors, agents, and service providers against claims, losses, liabilities, penalties, damages, costs, and reasonable legal expenses arising from or relating to:

(a) the Merchant’s breach of this Agreement;

(b) the Merchant’s violation of Applicable Law;

(d) the Merchant’s products or services;

(e) fraudulent or unauthorized activity attributable to the Merchant;

(f) infringement of third-party intellectual-property rights caused by the Merchant;

(g) Chargebacks, refunds, penalties, assessments, or losses attributable to the Merchant; or

(h) the Merchant’s use or misuse of the Services.

The indemnification obligations shall not apply to the extent that a claim is finally determined to have resulted directly from Devtects’ gross negligence, fraud, or willful misconduct, to the extent such exclusion is required by Applicable Law.

38. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

DEVTECTS DOES NOT WARRANT THAT THE SERVICES WILL:

(a) OPERATE WITHOUT INTERRUPTION;

(b) BE COMPLETELY ERROR-FREE;

(d) BE AVAILABLE THROUGH EVERY PAYMENT METHOD AT ALL TIMES;

(e) BE FREE FROM ALL SECURITY VULNERABILITIES; OR

(f) SATISFY EVERY BUSINESS REQUIREMENT OF THE MERCHANT.

DEVTECTS DOES NOT CONTROL PAYMENT PARTNERS, BANKS, WALLET OPERATORS, CARD NETWORKS, TELECOMMUNICATION PROVIDERS, OR OTHER THIRD PARTIES AND DOES NOT WARRANT THEIR CONTINUED AVAILABILITY OR PERFORMANCE.

39. LIMITATION OF LIABILITY

39.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, EXPECTED SAVINGS, OR BUSINESS INTERRUPTION.

39.2 Liability Cap

SUBJECT TO THE EXCLUSIONS BELOW AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DEVTECTS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE MERCHANT TO DEVTECTS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

39.3 Exclusions

Nothing in this Agreement shall exclude or limit liability to the extent such liability cannot lawfully be excluded or limited.

The parties’ payment obligations, indemnification obligations, fraud, willful misconduct, or other matters expressly stated to be excluded from the limitation shall remain subject to Applicable Law and the applicable commercial agreement.

This fee-based liability-cap structure reflects the approach commonly used in enterprise payment agreements, including Stripe’s current Services Agreement.

40. FORCE MAJEURE

Neither party shall be liable for failure or delay in performing obligations caused by events beyond its reasonable control, including:

natural disasters;
war;
terrorism;
civil unrest;
government action;
regulatory changes;
telecommunications failures;
internet failures;
power failures;
cyberattacks;
banking-system failures;
Payment Partner failures;
infrastructure failures;
labor disputes; or
other events beyond reasonable control.

The affected party shall use commercially reasonable efforts to mitigate the effects of the event.

41. AUDIT AND COMPLIANCE

Where reasonably required for regulatory, security, compliance, fraud-prevention, or contractual purposes, the Merchant shall cooperate with reasonable information requests made by Devtects.

Enterprise customers may be subject to additional audit, security, compliance, or reporting requirements under an applicable agreement or DPA.

42. REGULATORY COOPERATION

The Merchant acknowledges that Devtects may be required to provide information to regulators, governmental authorities, Payment Partners, financial institutions, law-enforcement authorities, or other legally authorized bodies.

Devtects may disclose relevant information where required by Applicable Law or reasonably necessary to satisfy regulatory, fraud-prevention, compliance, or security obligations.

Where legally permitted, Devtects may provide the Merchant with notice of such disclosure.

43. DATA RETENTION

Devtects may retain Transaction records, Customer Data, communications, logs, and other information for periods reasonably required for:

contractual purposes;
accounting;
audit;
fraud prevention;
security;
dispute management;
regulatory compliance;
legal obligations; or
legitimate business purposes.

Retention and deletion of personal data shall remain subject to Applicable Law and any applicable DPA.

44. NOTICES

Formal notices relating to this Agreement shall be delivered through the contact information specified in the applicable commercial agreement.

Where no separate contact information is specified, notices to Devtects may be sent to:

Devtects Private Limited
Karachi, Pakistan
Email: info@devtects.com
Website: https://devtects.com/

The Merchant shall maintain current contact information and promptly notify Devtects of changes.

45. PUBLICITY AND BRAND USE

Neither party may use the other party’s trademarks, logos, trade names, or branding in public marketing materials without prior written consent, except where expressly agreed otherwise.

Any customer-reference, case-study, logo-display, or public announcement rights should be established through a separate written agreement or explicit written consent.

46. ASSIGNMENT

The Merchant may not assign or transfer this Agreement or any material rights or obligations under it without Devtects’ prior written consent.

Devtects may assign this Agreement to an affiliate or successor in connection with a merger, restructuring, sale of business, transfer of assets, or similar corporate transaction, subject to Applicable Law.

47. INDEPENDENT CONTRACTORS

The parties are independent contractors.

Nothing in this Agreement creates:

a partnership;
joint venture;
agency;
employment relationship;
fiduciary relationship; or
franchise relationship

between the parties.

Neither party may represent that it has authority to bind the other.

48. NO THIRD-PARTY BENEFICIARIES

Except where expressly stated otherwise, this Agreement is intended solely for the benefit of Devtects and the Merchant.

No third party shall have rights to enforce any provision of this Agreement solely by virtue of being a third party.

49. SEVERABILITY

If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable where legally permissible.

The remaining provisions shall remain in full force and effect.

50. WAIVER

A failure or delay by either party to exercise any right or remedy under this Agreement shall not constitute a waiver of that right or remedy.

A waiver shall be effective only if expressly provided in writing.

51. ENTIRE AGREEMENT

This Agreement, together with all applicable order forms, commercial agreements, service-specific terms, SLAs, DPAs, pricing schedules, policies, and documents incorporated by reference, constitutes the entire agreement between the parties concerning the Services.

It supersedes prior discussions, proposals, representations, or understandings concerning the same subject matter, except to the extent expressly preserved in writing.

52. AMENDMENTS

Devtects may update generally applicable online terms where reasonably necessary to reflect changes in:

Services;
technology;
security requirements;
legal requirements;
regulatory requirements;
Payment Partner requirements; or
business practices.

For enterprise customers subject to a separately negotiated agreement, amendments to material commercial terms shall be governed by that agreement.

Where Applicable Law requires advance notice, Devtects shall provide such notice.

53. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of:

[INSERT CONFIRMED GOVERNING LAW]

The parties acknowledge that the governing-law provision must be confirmed based on Devtects’ corporate structure, applicable regulatory requirements, and the nature of the relevant Services.

54. DISPUTE RESOLUTION

The parties shall first attempt to resolve any dispute through good-faith discussions between their authorized representatives.

If the dispute cannot be resolved through negotiation, the parties may pursue the dispute-resolution mechanism specified in the applicable commercial agreement.

Nothing in this section prevents either party from seeking urgent injunctive or equitable relief where necessary to protect confidential information, intellectual property, systems, security, or other rights.

55. SURVIVAL

The following provisions shall survive termination to the extent applicable:

Fees and payment obligations;
Customer Data and data protection obligations;
Confidentiality;
Intellectual Property;
Indemnification;
Disclaimer of Warranties;
Limitation of Liability;
Dispute Resolution;
Governing Law;
Records and Retention;
Effect of Termination; and
any provision which by its nature is intended to survive termination.

56. INTERPRETATION

In this Agreement:

(a) headings are for convenience and do not affect interpretation;

(b) references to the singular include the plural and vice versa;

(d) references to laws include amendments, replacements, and successor legislation;

(e) references to written communication include electronic communication where legally valid; and

(f) no provision shall be interpreted against a party solely because that party prepared or proposed the provision.

57. CONTACT INFORMATION

For questions regarding these Terms and the Devtects Services:

DEVTECTS PRIVATE LIMITED

Location: Karachi, Pakistan
Email: info@devtects.com
Telephone: +92 329 3043837
Website: https://devtects.com/

58. MERCHANT ACCEPTANCE

By signing an applicable agreement, accepting an online registration, activating an Account, integrating with the Devtects API, or accessing or using the Services, the Merchant acknowledges that:

it has read and understood this Agreement;
it has authority to enter into this Agreement;
it agrees to be bound by these Terms;
all information supplied to Devtects is accurate and complete; and
it shall comply with Applicable Law and all applicable Service-specific requirements.

DEVTECTS PRIVATE LIMITED

Authorized Representative: __________________________

Name: _______________________________________________

Title: ________________________________________________

Signature: ___________________________________________

Date: ________________________________________________

MERCHANT

Legal Name: ________________________________________

Registration No.: ___________________________________

Authorized Representative: _________________________

Name: ______________________________________________

Title: _______________________________________________

Signature: __________________________________________

Date: ______________________________________________