Effective Date - 01/03/2022

These Terms and Conditions (the “T&Cs”) govern the User’s rights and obligations when availing the Buy Now Pay Later Option (“BNPL Option”) from the relevant Partner Merchant or while availing a Credit Line Option from the relevant Partner Financial Institution. The T&Cs shall apply to: (a) each BNPL Transaction undertaken by the User with a Partner Merchant where the User has availed the BNPL Option and (b) each Credit Line Transaction undertaken by the User with a Partner Merchant where the User has a Credit Line Option made available by a Partner Financial Institution.
Yelow Payments Private Limited (“Yelow”) and its affiliates provide certain services to Partner Merchants and Partner Financial Institutions, including: (a) in case of BNPL Transactions, collecting monies on behalf of the Partner Merchant from the User who has availed the BNPL Option and (b) in case of Credit Line Transactions, enabling Users to make payment using the credit facilities offered by the Partner Financial Institution. Accordingly, the User is required to accept and confirm the T&Cs at the time of availing the BNPL Option or the Credit Line Option.
The T&Cs and any other terms and conditions, policies and guidelines issued by Yelow from time to time in connection with the BNPL Option or the Credit Line Option define and govern the User’s rights and obligations with regards to Yelow and relevant Partner Merchant or the relevant Partner Financial Intuition, as the case may be, and shall be binding upon the User.
The User shall keep itself updated about the latest applicable T&Cs in relation to the Buy Now Pay Later Option and the Credit Line Option.

1. DEFINITIONS

1.1 “Additional Amount” has the meaning given to the term under Clause 6.7.
1.2 “Applicable Law” means any constitution, statute, law, equity, regulation, ordinance, rule, judgment, order, decree, authorization, clearance, approval, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision, or determination by, or any interpretation or administration of any of the foregoing, by any Governmental Authority, in each case as amended from time to time.
1.3 “Authentication Process” has the meaning given to the term under Clause 5.1.
1.4 “BNPL Monetary Limit” has the meaning given to the term under Clause 6.2.
1.5 “BNPL Option” or “Buy Now Pay Later” means the interest free option of “buy now pay later” in the nature of trade credits provided to the User by the relevant Partner Merchant for purchase of products and/or services, wherein the User can opt for purchasing products and/or services from the Partner Merchant and pay for such products and/or services on a deferred basis, as made available by the Partner Merchant.
1.6 “BNPL Statement” has the meaning given to the term under Clause 6.4.
1.7 “BNPL Statement Amount” has the meaning given to the term under Clause 6.4.
1.8 “BNPL Transaction” means the purchase of products or services by the User on a Partner Merchant Website through the BNPL Option.
1.9 “BNPL Transaction Amount” has the meaning given to the term under Clause 6.2.
1.10 “Credit Line Monetary Limit” has the meaning given to the term under Clause 6.2.
1.11 “Credit Line Option” means an option to pay using a credit line extended by a Partner Financial Institution to the User for purchase of products and/or services, wherein the User can opt for purchasing products and/or services from the Partner Merchant and pay for such products and/or services using the credit line made available to such User by a Partner Financial Institution at the sole discretion of such Partner Financial Institution.
1.12 “Credit Line Transaction” means the purchase of products or services by the User on a Partner Merchant Website through the Credit Line Option.
1.13 “Credit Line Transaction Amount” has the meaning given to the term under Clause 6.2.
1.14 “Disputes Notice” has the meaning given to the term under Clause 12.1.
1.15 “Due Date” has the meaning given to the term under Clause 6.5.
1.16 “E-mandate” means authorization by the User to auto debit the User’s bank account through net-banking, UPI or cards and registered with the bank in the prescribed manner.
1.17 “Effective Date” means the date of acceptance of the T&Cs by the User.
1.18 “Electronic Communication” has the meaning given to the term under Clause 15.11.3.
1.19 “Final Reminder” has the meaning given to the term under Clause 6.8.
1.20 “First Reminder” has the meaning given to the term under Clause 6.8.
1.21 “Intellectual Property” shall mean any and all property in any name, signature, word, letter, numeral or any combination thereof, software, trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets whether registered or not, belonging to Yelow.
1.22 “KYC” means Know Your Customer.
1.23 “Yelow” means Yelow Payments Private Limited, a private limited company incorporated under the provisions of the Companies Act, 1956, having its registered office in Mumbai, India, and which expression shall unless repugnant to the context or meaning thereof be deemed to include its successors and assigns.
1.24 “Yelow Functionality” shall mean the functionality through which User is enabled to avail BNPL Option and Credit Line Option on the Partner Merchant Website.
1.25 “Yelow Platform” means any digital platform including Yelow platform owned by Yelow or any third party and utilized by the User to avail the BNPL Option or the Credit Line Option.
1.26 “Yelow Website” shall mean the website with url: www.Yelow.club. Yelow Website shall also include the Yelow mobile application as may be available on ios, android or any other mobile operating system;
1.27 “OTP” has the meaning given to the term under Clause 5.1.
1.28 “Partner Merchant” means the merchant to whom Yelow or its affiliates provide certain settlement services including technology enabled settlement services in order to provide BNPL Option or the Credit Line Option to a User, as the case may be.
1.29 “Partner Financial Institution” shall mean a bank or a financial institution who has authorized Yelow to offer Credit Line Option to the Users on its behalf in order to enable its users to make the payment using or drawing down a credit line from the bank. Click here to see the list of current Partner Financial Institution(s);
1.30 “Personal Information” has the meaning given to the term under Clause 7.1.
1.31 “Partner Merchant Website” means websites, mobile application or outlets of Partner Merchants, as specified by Yelow, wherein the User may use the BNPL Option provided by such Partner Merchant or Credit Line Option provided by a Partner Financial Institution.
1.32 “Privacy Policy” shall mean Yelow privacy policy available on [.] and as may be updated by Yelow from time to time.
1.33 “Refund Amount” has the meaning given to the term under Clause 8.2.
1.34 “Registered Phone Number” shall mean the phone number of the User through which User is registered for availing BNPL Option or the Credit Line Option by Yelow through OTP.
1.35 “Transaction(s)” shall mean BNPL Transaction(s) and/ or Credit Line Transaction(s).
1.36 “T&Cs” means these Terms and Conditions and all other applicable rules, guidelines, policies of Yelow as set out on the Yelow Website or incorporated herein by way of reference, as may be modified from time to time, which shall be applicable to the User while accessing and using the Yelow Platform and/ or availing the BNPL Option from the relevant Partner Merchant and/or availing the Credit Line Option.
1.37 “User” means the person who has accepted these T&Cs in order to avail the BNPL Option from a Partner Merchant and/or the Credit Line Option from a Partner Financial Institution.
1.38 “User Account” has the meaning given to the term under Clause 4.2.

2. ACCEPTANCE OF T&Cs

2.1 The User’s availing of BNPL Option at the Merchant’s Website and/or availing of the Credit Line Option shall be conditional upon User’s acceptance of T&Cs, as may be updated from time to time. By accepting the T&Cs the User unconditionally and irrevocably agrees to be bound by and comply with the T&Cs at all times. The User’s access to and use of the Yelow Platform, in furtherance to availing the BNPL Option and/or the Credit Line Option, shall also be in accordance with the T&Cs and other terms and conditions as may be applicable for accessing or using Yelow Platform. All representations, warranties, covenants, agreements, undertakings and acknowledgments of the User set out in the T&Cs are provided on an irrevocable and unconditional basis unless expressly specified otherwise.
2.2 Yelow reserves the sole right to change, modify, add or remove the T&Cs from time to time, without providing prior notice to the User, and the revised T&Cs shall be posted on the Yelow Website. The User shall be responsible for reviewing the T&Cs on the Yelow Website periodically to remain updated with any such change, modification or amendment. All changes, modifications and amendments shall be effective immediately upon being updated on the Yelow Website, unless stated otherwise. Continued use of the BNPL Option and/or the Credit Line Option by the User constitutes and will be deemed to constitute the User’s acceptance of the applicable T&Cs as may be amended from time to time. Yelow has the right to not entertain any requests from the User in relation to any such amendment without assigning any reasons. If at any time the User does not agree with the T&Cs, the User shall be entitled to immediately cease its use of the BNPL Option and/or of the Credit Line Option upon making payment of all outstanding amounts due.

3. USER ELIGIBILITY

3.1 The BNPL Option and/or the Credit Line Option is only available to a User who is:
3.1.1 competent to enter into legally binding contracts under the Indian Contract Act, 1872;
3.1.2 is minimum 18 (eighteen) years of age;
3.1.3 an Indian national who is tax resident in India; and
3.1.4 meets criteria as prescribed under the internal policies and requirements of Yelow from time to time.
3.2 By availing the BNPL Option from a Partner Merchant or the Credit Line Option from a Partner Financial Institution, the User represents and warrants to Yelow that the User is at least 18 (eighteen) years of age and satisfies the criteria prescribed under Clause 3.1 above.
3.3 For availing the Credit Line Option, the User must be a registered User of the Partner Financial Institution and must have been granted a credit line by such Partner Financial Institution. The Credit Line Option shall be provided at the sole discretion of Partner Financial Institution.

4. REGISTRATION

4.1 The User understands that in order to avail BNPL Option and/or the Credit Line Option and by accepting T&Cs at the Partner Merchant Website, User will be registered as a User with Yelow on the Yelow Platform and an account of the User will be created on the Yelow Platform (“User Account”) in the manner prescribed in Authentication Process (Clause 5). In addition to BNPL Option and/or the Credit Line Option, User may also be eligible for other products offered by Yelow through the Yelow Platform, provided User qualifies the necessary criteria and provide additional documents and information as may be required.
4.2 The terms and conditions relating to creation and use of the User Account, if any, specified on the Yelow Platform/ Yelow Website, shall also be applicable to the User in addition to the T&Cs.
4.3 For registration of the User with Yelow, User agrees and understands that User’s personal information including User’s phone number available with the Partner Merchant will shared by the Partner Merchant with Yelow, for Yelow to evaluate and register the User for availing BNPL Option and/or the Credit Line Option. User will be registered through the Registered Phone Number which shall further be used for any correspondence between Yelow and User. 4.4 The User shall ensure that (i) it shall furnish to Yelow all information required for the User Account opening process, and such other information, details and clarifications as Yelow may require from time to time, and (ii) all information provided by it to Yelow is true, correct, accurate and complete in all respects.
4.4 Each time a User uses the BNPL Option and/or the Credit Line Option on a new Partner Merchant Website, User will be prompted to accept T&Cs applicable for the Partner Merchant(s). Acceptance of new T&Cs shall not mean creation of a new User Account with Yelow. However, the T&Cs shall be considered to be accepted by the User for the respective Partner Merchant.
4.5 The User may already be a registered User on the Yelow Platform for availing other products provided by Yelow. The User understands that the terms and conditions of the respective product(s) being availed by the User through the Yelow Platform shall continue to be applicable.

5. AUTHENTICATION PROCESS

5.1 In order to register for availing BNPL Option and/or Credit Line Option and make a BNPL Transaction and/or a Credit Line Transaction on the Partner Merchant Website, the User shall be required to (i) select the ” Yelow” Functionality, (ii) accept T&Cs provided for availing the BNPL Option and/or the Credit Line Option, and (ii) complete the prescribed process for registration (if applicable) and authentication through one of the methods of authorization prescribed, including but not limited to, entering the one-time password (“OTP”) issued by Yelow to the User on Registered Phone Number (“Authentication Process”).
5.2 In the event User is registered as a user with Partner Financial Institution to avail credit products being provided by such Partner Financial Institution, the Credit Line Option can be provided to such User at the sole discretion of Partner Financial Institution. For Credit Line Option, authentication of the User and approval of the Credit Line Transaction will be completed by the Partner Financial Institution through Yelow. Yelow will share the necessary information with the Partner Financial Institution for enabling the completion of the Credit Line Transaction.
5.3 User once registered and authenticated through Yelow Functionality on the Partner Merchant Website, can make subsequent transactions using BNPL Option and/ or Credit Line Option even without an OTP on the Partner Merchant Website.
5.4 Details relating to the Authentication Process or verification and linkage to bank account shall be sent to the User by Yelow. The User hereby consents to receive any such communication as well as all other communication, notices and information from Yelow and/or Partner Financial Institution electronically, whether made available on the Yelow Platform or sent by SMS or email or via other electronic means. The User hereby acknowledges and agrees that it shall be solely responsible for immediately notifying Yelow of any change in the mobile number and other details registered with Yelow.
5.5 The User hereby undertakes and agrees that: (i) any pin or OTP or password or any unique number issued by Yelow in relation to the Authentication Process shall be used only by the User and shall not be disclosed to any third party, and (ii) it shall take all necessary steps, including deleting or destroying all records of the Authentication Process, to ensure that any unauthorized disclosure of the same is prevented.
5.6 The User agrees to immediately notify Yelow of any unauthorized use of the User’s Authentication Process or any other breach of security. The User further acknowledges and agrees that the User shall be solely liable for any losses, disputes, costs, expenses, fees, charges incurred by the User, Yelow, Partner Financial Institution or the Partner Merchant, as well as for any fraudulent Transactions undertaken on a Partner Merchant Website, due to or arising from the User’s failure in complying with the T&Cs or any other reason, and neither Yelow nor a Partner Financial Institution will be liable for any costs, expenses, fees, charges, losses, damages or other liability arising from the User’s failure to comply with the T&Cs or from any unauthorized access to or use of the pin or OTP or password or any such unique number issued by Yelow.
5.7 The User hereby acknowledges that other than the pin or OTP or password or any unique number issued by Yelow in relation to any Authentication Process for a particular BNPL Transaction or a Credit Line Transaction, Yelow has no obligation or liability to verify the BNPL Transactions or Credit Line Transactions entered into, authenticated and/or authorized by the User. The User hereby undertakes that it shall not revoke such BNPL Transactions or Credit Line Transactions at any time.
5.8 In the event of any dispute between 2 (two) or more parties as to the ownership of a particular OTP or any other form of Authentication Process, the User agrees that Yelow will be the sole expert of such dispute, and that Yelow’s decision (which may include termination or suspension of any User Account subject to dispute) shall be final and binding on all parties.

6. PAYMENT

6.1 Under the BNPL Option offered by a Partner Merchant, the User when availing the BNPL Option shall be permitted by the Partner Merchant to make payment of the purchase price of the products and/or services (“BNPL Transaction Amount”) on a deferred basis in a lumpsum amount or one or more installments as offered by the Partner Merchant, subject to monetary limits specified by the Partner Merchant (“BNPL Monetary Limit”). The User agrees and acknowledges that the BNPL Monetary Limit as well as repayment terms (bullet or instalments) may be varied or modified from time to time by the Partner Merchants in consultation with Yelow.
6.2 Under the Credit Line Option offered by a Partner Financial Institution, the User when availing the Credit Line Option may be permitted to make payment of the purchase price of the products and/or services (“Credit Line Transaction Amount”)on a deferred basis in a lumpsum amount or one or more instalments as offered by the Partner Financial Institution, subject to monetary limits specified by the Partner Financial Institution (“Credit Line Monetary Limit”). The User agrees and acknowledges that the Credit Line Monetary Limit as well as repayment terms (bullet or instalments) may be varied or modified from time to time by the Partner Financial Institution.
6.3 The User hereby: (i) agrees and acknowledges that payment of the applicable BNPL Transaction Amount (on a lumpsum basis or in one or more instalments as offered by the Partner Merchant, as the case may be), shall be made by the User to Yelow, who is authorized by the Partner Merchant to collect the BNPL Transaction Amount on behalf of the Partner Merchant, in the manner specified by Yelow; and (ii) authorizes Yelow or its authorized representatives to collect the BNPL Transaction Amount (on a lumpsum basis or in one or more instalments as offered by the Partner Merchant, as the case may be) from the User on behalf of the Partner Merchant, as the case may be. For Credit Line Transactions processed through a Partner Financial Institution, the Credit Line Transaction Amount will be paid directly by the User to the Partner Financial Institution, in accordance with the terms and conditions agreed between the User and Partner Financial Institution. In such cases, the Partner Financial Institution shall directly collect such amount from the User together with applicable interest and charges in accordance with the terms and conditions agreed between the User and the Partner Financial Institution.
6.4 The User further understands that in order to collect payments from the User on behalf of the Partner Merchant and/or the Partner Financial Institution, User will have an option to register E-mandate with Yelow, through the Yelow Platform or anyother mode provided by Yelow, enabling Yelow to collect BNPL Transaction Amount and/or Credit Line Transaction Amount from the User for each BNPL Transaction and/or Credit Line Transaction made by the User. The User hereby agrees and understands that in the event the User has already registered an E-mandate with a Partner Financial Institution or an affiliate of Yelow, the User hereby authorizes Yelow to collect payments for any BNPL Transactions and/or Credit Line Transactions using such E-mandate.
6.5 The User hereby further acknowledges and agrees that upon completion of the Authentication Process and the relevant BNPL Transaction, Yelow shall issue a statement to the User in relation to the BNPL Transactions undertaken by the User by availing the BNPL Option from Partner Merchants (“BNPL Statement”). The BNPL Statement shall specify the amounts required to be paid by the User (“BNPL Statement Amount”) and the timelines and manner in which the BNPL Statement Amount is required to be repaid by the User. Yelow shall be entitled to issue a single BNPL Statement covering all the Transactions undertaken by the User by availing the BNPL Option from various Partner Merchants during a specified period. The BNPL Statement shall be issued to the User (i) on a bi-monthly basis or such other periodicity as Yelow may determine from time to time, and (ii) by way of e-mail, text message, notification on the Yelow Platform or any other medium as determined by Yelow from time to time.
6.6 For any Credit Line Transactions undertaken by the User, the relevant Partner Financial Institution will directly provide a statement of the Credit Line Transactions in accordance with the terms and conditions agreed between the User and the Partner Financial Institution and any repayment by the User of any amounts relating to any Credit Line Transactions permitted by the Partner Financial Institution will also be made in accordance with the aforesaid terms and conditions.
6.7 The User undertakes to pay the BNPL Statement Amount in accordance with the timelines and the manner specified in the BNPL Statement. The User acknowledges and agrees that the date(s) specified in the BNPL Statement for payment of the BNPL Statement Amount (each a “Due Date”) is/ are the date(s) by which the BNPL Statement Amount (or part thereof, as specified in the BNPL Statement) should be credited to Yelow’s bank account.
6.8 The User agrees that it shall not use any payment method other than the permitted payment methods notified by Yelow for the purpose of paying the BNPL Statement Amount and/or any other amounts towards Credit Line Transactions that are due and payable by the User to Yelow.
6.9 The User agrees and acknowledges that Yelow shall not be liable under any circumstances whatsoever, and the User shall be solely liable under all circumstances, in relation to:
6.9.1 non-delivery and/or delay in receipt of the BNPL Statement as a result of any default, non-delivery or delay due to any third party telecom service provider(s) and/or other service provider(s) used by Yelow; and
6.9.2 any delay caused in payment of the BNPL Statement Amount due to the time taken for settlement and clearing of the BNPL Statement Amount from the bank account of the User to the bank account of Yelow.
6.10 The User agrees and acknowledges that in the event the applicable BNPL Statement Amount is not credited to Yelow’s bank account by the relevant Due Date, the User shall be liable to pay an additional amount of INR 15 + Taxes per day for each day from (and including) the relevant Due Date to (and including) the date such BNPL Statement Amount is credited to Yelow’s bank account (“Additional Amount”). The User further agrees and acknowledges that Yelow shall have the right to modify the applicable Additional Amount from time to time by giving prior notice and undertakes that it shall not raise any objections against the imposition of the Additional Amount. Yelow may at its sole discretion waive any Additional Amount payable by the User.
6.11 After issuance of the BNPL Statement, Yelow may issue periodic reminders to the User in relation to the BNPL Statement Amount due and payable. If the User fails to make payment in full of the applicable BNPL Statement Amount by the specified Due Date, the User shall be issued a reminder within 3 (three) days from such Due Date (“First Reminder”). If the User fails to make payment within the period specified in the First Reminder, Yelow shall send the User a final intimation demanding the payment of BNPL Statement Amount and the Additional Amount (“Final Reminder”). The Final Reminder may also state the steps Yelow shall take to realize the BNPL Statement Amount and the Additional Amount from the User.
6.12 The User agrees and undertakes that Yelow shall realize or set-off the BNPL Statement Amount from the User, at the User’s sole risk and cost, by:
6.12.1 setting-off the BNPL Statement Amount against any amounts standing to the credit of the User Account of the User;
6.12.2 charging/ debiting the User’s bank account or any other payment instrument (like a designated credit card account or a designated debit card account) held under the User’s name; and/or
6.12.3 engaging any third person to collect the BNPL Statement Amount from the User.
In this regard, the User agrees to undertake all necessary actions as may be required by Yelow and provide consent for any deductions to be made in accordance with this Clause 6.12.
6.13 If the User fails to pay the BNPL Statement Amount on a Due Date, Yelow shall be entitled to suspend the User Account of the User at it sole discretion.
6.14 Notwithstanding anything to the contrary contained in the T&Cs, Yelow shall have the right to take such actions and initiate such proceedings as it deems appropriate or may be entitled to in contract, law, equity or otherwise, to recover the BNPL Statement Amount together with any Additional Amounts from the User, at the sole cost, risk and expense of the User.

7. SUBMISSION OF PERSONAL INFORMATION

7.1 User understands that in order to avail BNPL Option and/or the Credit Line Option, the Partner Merchant has shared or will share (upon User opting for BNPL Option and/or the Credit Line Option) with Yelow, User’s phone number available with the Partner Merchant along with other information of the User available with the Partner Merchant. Yelow will use such information along with the other information about the User available with Yelow to, amongst others, determine whether BNPL Option can be offered by the Partner Merchant to the User.
7.2 The User agrees that the personal information (including the name, address, contact number and other details) provided by the User to Partner Merchant and further shared by Partner Merchant with Yelow at the time of registration, opening of the User Account and/ or availing the BNPL Option and/or the Credit Line Option and at all other times (“Personal Information”) is and shall at all times remain true, accurate, updated and complete. Personal Information shall also include the Registered Phone Number of the User.
7.3 If any Personal Information provided by or on behalf of the User is untrue, inaccurate, not current or complete, Yelow shall be entitled at its sole discretion to suspend or terminate the User Account and refuse any or all use, either present or future, of the services of Yelow or the Partner Merchants or the Partner Financial Institutions, including the BNPL Option and/or the Credit Line Option, as the case may be. Yelow shall not be liable, in any manner whatsoever, for any costs, expenses, loss or damage incurred by the User or any dispute initiated by or against the User due to any untrue, inaccurate, non-current or incomplete Personal Information.
7.4 The User hereby agrees that the Personal Information shall be collected, stored, analyzed and used by Yelow for the purpose of providing the User efficient access to the Yelow Platform and such other features, products and/or services offered by Yelow, including the services offered by Yelow to the Partner Merchants and/or Partner Financial Institutions. The User hereby grants its consent to Yelow to further use and share the Personal Information with its affiliates and/or the Partner Merchants and/or Partner Financial Institutions and confirms that the User does not have any objection to receiving promotional offers, deals, marketing material, promotional material and any other form of communications from the Partner Merchants, Yelow and Partner Financial Institutions and/or its or their affiliates in such form as may be determined by Yelow or the Partner Merchant or the Partner Financial Institution in their sole discretion. In addition, User agrees and understands that Yelow will collect, receive and process the personal information of the User in accordance with Yelow’s Privacy Policy. By accepting the T&Cs, User hereby agrees and accepts Yelow Privacy Policy as may be updated by Yelow from time to time.
7.5 The User agrees that the Personal Information may be displayed on the Yelow Platform and/or the Partner Merchant Website, automatically or otherwise, upon the User logging into the User Account and/or initiating any BNPL Transaction or Credit Line Transaction. The Personal Information and other information required to service the User Account which is readily available on the Yelow Platform is only viewable by the User.
7.6 Yelow may request and the User shall provide, from time to time, additional information/documentation to (i) ensure conformity of the User with the requirements in accordance with Applicable Law, and (ii) verify the accuracy and completeness of the information provided by the User. User further acknowledges and understands that in order to provide BNPL Option and/or Credit Line Option to the User, Yelow may fetch further information about the User from various third parties including Yelow’s group companies and affiliates.
7.7 Yelow also reserves the right to obtain information in relation to the User from any service provider, financial institution and/or governmental agency for the purposes of offering BNPL Option and/or Credit Line Option, and the User acknowledges and agrees that Yelow shall be entitled to share any or all the information so obtained. For a User registered with a Partner Financial Institution, Yelow will share User’s Registered Phone Number with such Partner Financial Institution in order to enable the Partner Financial Institution to extend credit products, at its sole discretion, to the User.
7.8 Yelow shall ensure the use and disclosure of Personal Information in accordance with Applicable Law (including the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, as amended from time to time) and the “Privacy Policy” of Yelow. In case of any discrepancy between the terms of the T&Cs and the Privacy Policy of Yelow with regards to handling, processing, using, sharing, or disclosing of the Personal Information, the terms of the Yelow Privacy Policy shall prevail.

8. CANCELLATION AND REFUNDS

8.1 If a BNPL Transaction completed by the User is cancelled or a refund is initiated for a BNPL Transaction, the User shall continue to be liable for paying the BNPL Statement Amount to Yelow on the relevant Due Date(s) specified in the BNPL Statement, unless notified otherwise. For a Credit Line Transaction, the refund or cancellation shall be in accordance with terms and conditions agreed between the User and the Partner Financial Institution.
8.2 Yelow agrees and acknowledges that if a Transaction is cancelled or a refund request is made by the Partner Merchant, the refunded transaction amount (less cancellation charges, if any) (“Refund Amount”) shall be credited to the User Account for BNPL Transactions of such User within the timelines agreed with the Partner Merchant and subject to availability of funds of the Partner Merchant. For Credit Line Transactions, subject to availability of funds of the Partner Merchant, Refund Amount shall be credited to the User’s loan account with the Partner Financial Institution or shall be credited to the User in the manner agreed between the User and the Partner Financial Institution, as the case may be.
8.3 The User agrees and acknowledges that the Refund Amount for BNPL Transactions shall only be utilized by the User to make payments in respect of Transactions done by the User by using the BNPL Option from Partner Merchants from time to time. The User shall not have the right to transfer or withdraw or set-off the Refund Amount or use the Refund Amount in relation to any other services rendered by Yelow. Yelow may, at its sole discretion, credit the Refund Amount to a designated bank account or a credit card account or any other financial account (other than the User Account) of the User.
8.4 In the event the refund amount is higher than statement amount, excess to be credited back to Repayment source.
8.5 Going forward cashbacks will be awarded instantly. At present this is credited to customer’s account post repayments.

9. LIMITATION OF LIABILITY

9.1 The User agrees and acknowledges that:
9.1.1 Yelow has no responsibility to ensure the availability of the BNPL Option from any Partner Merchant or availability of Credit Line Option by a Partner Financial Institution;
9.1.2 Yelow’s liability with respect to the BNPL Option and/or the Credit Line Option shall be limited solely to the extent as set out the T&Cs;
9.1.3 Yelow shall not, in any manner, be liable to the User for failure or delay by any Partner Merchant or Partner Financial Institution in providing the BNPL Option and/or the Credit Line Option, as the case may be;
9.1.4 Yelow shall not, in any manner, be liable to the User for any delays or incorrect deliveries or non-receipt of goods and services under any BNPL Transaction and/or Credit Line Transaction undertaken by the User using the BNPL Option and/or Credit Line Transaction, as the case may be; and
9.1.5 Yelow shall not be responsible, in any manner whatsoever, for any costs, expenses, fees, charges, loss or damages incurred by the User for a failed, delayed or incomplete BNPL Transaction and/or Credit Line Transaction undertaken by the User using the BNPL Option and/or Credit Line Transaction, as the case may be.
9.2 The User assumes the entire risk of using the Yelow Platform and entering into BNPL Transactions by availing the BNPL Option provided by the Partner Merchants and/or Credit Line Transaction provided by Partner Financial Institutions. To the maximum extent permitted by Applicable Law, Yelow shall be in no event liable to the User for any special, incidental, indirect, punitive or consequential damages whatsoever (including, without limitation, damages of loss of goods and/or services, loss of business profits, business interruption, loss of information, or any other pecuniary loss) arising out of the use of, or inability to use or access, the Yelow Platform and the entry into of BNPL Transactions using the BNPL Option and/or entry into Credit Line Transactions using the Credit Line Option, or for any security breach or any virus, bug, unauthorized intervention, defect, or technical malfunctioning of the Yelow Platform, whether or not foreseeable and whether or not the User has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with the User’s use of, or access to, the Yelow Platform, the BNPL Option and/or the Credit Line Option. Yelow shall not be liable to the User for any suspension or discontinuance (temporary or permanent) of the services provided by Yelow to any Partner Merchant and/or the User or for any consequences resulting from such actions. The User agrees and acknowledges that the Yelow Platform, Partner Financial Institution platform and/or the Partner Merchant Website may be interrupted while browsing, transacting, using or uploading information.
9.3 All products and/or services made available to the User on or through the Partner Merchant Website are provided on an ‘as is’ and ‘as available’ basis, without any representations and warranties, express or implied, by Yelow or Partner Financial Institution. Yelow and/ or Partner Financial Institution do not make any representations in relation to the information, content, products and/or services made available to the User by the Partner Merchant, and only acts as technology provider between the Partner Merchant and the User. The User hereby explicitly agrees and acknowledges that Yelow and/ or Partner Financial Institution are not responsible or liable in any way, under any circumstances whatsoever, for the products and/or services purchased by the User from the Partner Merchant and/or in relation to any issue or dispute thereof. The User further agrees and acknowledges that under the aforesaid circumstances, the only recourse available to the User will be against the Partner Merchant, and Yelow and/ or Partner Financial Institution will not be made a party to any such issue and/or dispute between the User and the Partner Merchant.
9.4 The User agrees and acknowledges that Yelow and/ or Partner Financial Institution shall not be liable for failure of any Transaction undertaken on the Partner Merchant Website for any reason whatsoever, including but not limited to, non-performance or omission or commission on the part of the Partner Merchant, deficiency of services rendered and/or products delivered and technical errors on the Partner Merchant Website.
9.5 Yelow and/ or Partner Financial Institution shall not be liable for its failure to perform under the T&Cs as a result of occurrence of any force majeure events including an act of God, fire, wars, sabotage, civil unrest, labour unrest, action of statutory authorities or local or central governments and/or change in Applicable Law, that may affect the performance of Yelow, Partner Financial Institution, payment gateways and/or the Partner Merchant.

1.0 TERMINATION

10.1 Yelow may at any time suspend and/or terminate, in whole or in part, the services and activities performed by Yelow in relation to the BNPL Option and/ or Credit Line Option (including as set out hereunder) for any reason whatsoever, including for reasons of breach by the User of the T&Cs, terms and conditions agreed with the Partner Financial Institution and/or any of the policies made available on the Yelow Platform.
10.2 The User may terminate its arrangement with Yelow in relation to the User Account by writing to Yelow customer care team and after repayment of all amounts due and payable to Yelow and/ or Partner Financial Institution.
10.3 In the event of any termination or suspension of services or the User Account, the User shall be liable to pay in full all amounts due and payable to Yelow and/ or Partner Financial Institution as set out in the relevant BNPL Statement or credit amount due to be payable to Partner Financial Institution or otherwise as provided under the T&Cs.

1.1 GOVERNING LAW

These T&Cs shall be governed by the laws of India.

1.2 JURISDICTION

12.1 The T&Cs shall be governed by and construed in accordance with the laws of India. The User agrees that if any dispute(s) or difference(s) shall arise between it and Yelow (“Parties”) in connection with or arising out of or relating to the T&Cs, the Parties shall attempt, for a period of 30 (thirty) days from the receipt of a notice (“Disputes Notice”) from the other Party of the existence of a dispute(s), to settle such dispute(s) by mutual discussions. If the said dispute(s) cannot be settled by mutual discussions within the 30 (thirty) day period specified above, such disputes(s) shall be referred to arbitration for final resolution in the manner provided herein.
The Parties shall mutually appoint a sole arbitrator within 60 (sixty) days from the date of the Disputes Notice who shall resolve such dispute(s) in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as amended from time to time (“Arbitration Act”).
In the event the Parties fail to appoint a sole arbitrator in accordance with the procedure aforesaid and within the time period as specified above, such sole arbitrator shall be appointed in accordance with the provisions of the Arbitration Act. The arbitration proceedings shall be held in English language with the seat of the arbitration being New Delhi and the venue of the arbitration being New Delhi. Subject to the arbitration agreement as mentioned above, the courts at New Delhi shall have the exclusive jurisdiction over any dispute(s) as described above.

1.3 NOTICES

13.1 All notices, requests, demands, waivers, complaints, queries and other communications required or permitted to be given under the T&Cs in relation to the BNPL Option availed by the User shall be delivered as follows: (i) for notices to Yelow, emailed at help@Yelow.club, and (ii) for notices to the User, to the address registered with Yelow.
13.2 Any other notices, requests, demands, waivers, complaints, queries and other communications arising out of any Partner Merchant’s or Partner Financial Institution’s acts or omissions whatsoever, including but not limited to, deficiency of service, quality, merchantability of products and/or services, shall be resolved between the User and the Partner Merchant directly, and Yelow shall have no responsibility or liability whatsoever in this regard.

1.4 INTELLECTUAL PROPERTY

14.1 The User acknowledges that Yelow is the sole and rightful owner of the Intellectual Property and the User agrees not to register, use or file in its own name or in the name of any other person or company any trademarks same or similar or resembling in any manner to the Intellectual Property and not to associate the Intellectual Property with its own business.
14.2 Nothing contained herein shall authorize the User to use, display or exploit the rights of Yelow and/ or Partner Financial Institution in relation to the Intellectual Property without the prior written consent of Yelow and/ or Partner Financial Institution.
14.3 All the content on the Yelow Platform and all information and material in relation to the BNPL Option is the copyright of Yelow, except for any third party content and any link to third party websites.
14.4 The information provided on the Yelow Platform is intended solely to provide general information for the personal use of the reader, who accepts full responsibility for its use. Yelow does not represent or endorse the accuracy or reliability of any information, or advertisements contained on, distributed through, or linked, downloaded or accessed from the Yelow Platform, or the quality of any products, information or other materials displayed, or obtained by the User as a result of an advertisement or any other information or offer in or in connection with the BNPL Option provided on any Partner Merchant Website or the Yelow Platform.

1.5 GENERAL TERMS

15.1 The T&Cs constitute a principal-to-principal relationship between the User and Yelow and are not intended to and do not create any agency relationship. The services provided by Yelow in relation to the BNPL Option availed by the User from the Partner Merchants and/ or Credit Line Option availed by the User from the Partner Financial Institution are being provided by Yelow as an independent entity and nothing contained herein shall be deemed (i) to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the User and Yelow or any of its affiliates or subsidiaries or (ii) to provide either the User or Yelow with the right, power or authority, whether express or implied, to create any such duty or obligation on behalf of the other party.
15.2 Yelow and/ or Partner Financial Institution may, without prior notice to or consent of the User, assign or transfer in whole or in part its rights or obligations under the T&Cs to its associates or affiliates or other group company or any other third party. Yelow and/ or Partner Financial Institution may, at its sole discretion, provide notice of such assignment to the User.
15.3 The User shall not assign or transfer, in whole or in part, its rights or obligations under the T&Cs without the prior written consent of Yelow.
15.4 Yelow reserves the right to not provide any services to the User in connection with the BNPL Option and/ or Credit Line Option availed from a Partner Merchant and/ or Partner Financial Institution without providing any notice or reason.
15.5 The User agrees and acknowledges that if the User does not agree to the applicability of the T&Cs or any other policy available on the Yelow Platform, then the User shall not use the BNPL Option or Credit Line Option from any Partner Merchant and discontinue using its User Account and repay all amounts due and payable to Yelow and/ or Partner Financial Institution. Notwithstanding the foregoing, the User shall be deemed to have agreed to and shall continue to adhere and abide by the T&Cs and such other policies on the Yelow Platform and as may be agreed with the Partner Financial Institution, for so long as the User uses the Yelow Platform or enters into any Transaction by availing the BNPL Option or from a Partner Merchant or Credit Line Option from the Partner Financial Institution or owes any amount to Yelow.
15.6 No failure to exercise, nor any delay in exercising, on the part of Yelow, any right or remedy under the T&Cs will operate as a waiver, nor will any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in the T&Cs or conferred by Applicable Law, common law, custom, trade, or usage, are cumulative and not exclusive of any rights or remedies provided by Applicable Law and may be enforced successively or concurrently. The User’s obligations hereunder will remain in full force and shall not be affected, impaired, diminished or extinguished by any act, omission, default, matter or thing (including anything which, but for this Clause would have discharged the User (wholly or in part) or would have afforded the User any legal or equitable defense) except the full, prompt and complete performance of all the terms, undertakings and conditions of the T&Cs, including the due and punctual payment of all amounts that may become due to Yelow under the T&Cs.
15.7 The terms and provisions of the T&Cs that, by their nature and content, are intended to survive the performance hereof by any or all parties hereto shall so survive termination.
15.8 If, at any time, any provision of the T&Cs is or become illegal, invalid or unenforceable in any respect under any law of any jurisdiction, the legality, validity or enforceability of the remaining provisions will not be affected or impaired in any manner. In such event, Yelow shall have the right to amend the terms of the T&Cs such that the commercial intent of the T&Cs and the interests of Yelow and/ or Partner Financial Institution are protected in the same manner as originally contemplated under the T&Cs.
15.9 Each of the rights, powers and remedies of Yelow and/ or Partner Financial Institution under the T&Cs (i) are in addition to, and not in derogation of, other rights and remedies of Yelow and/ or Partner Financial Institution given by contract or by Applicable Law independent of the T&Cs; (ii) may be exercised even if this involves a conflict of duty or Yelow and/ or Partner Financial Institution have personal interest in its exercise; and (iii) is not affected by any payment, settlement or anything which might otherwise affect them at law.
15.10 By clicking on the tab or button or checkbox of “Yelow” option or any other tab or button or checkbox or confirmation of a similar nature, or by the virtue of usage of the Yelow Platform and the Buy Now Pay Later Option or continued usage thereof, the User:
15.10.1 confirms that the User is eligible under the Applicable Laws to enter into a valid contract and confirms that the T&Cs constitute a valid, binding and enforceable contract between it and Yelow;
15.10.2 accepts the T&Cs as displayed on the Yelow Platform; and
15.10.3 consents to receive communications, notices and information from Yelow (i) physically or (ii) electronically through e-mail, text message or any other electronic means (“Electronic Communication”). Electronic Communications shall be deemed to have been received by the User when Yelow sends the Electronic Communication to the email address or mobile number provided by the User during the sign-up process for the Yelow Platform or the Buy Now Pay Later Option, or when Yelow posts the Electronic Communication on the Yelow Platform. The User may opt out of the Electronic Communications by unsubscribing to the Electronic Communications.
15.11 The User consents and agrees to comply with the guidelines, instructions, and/or requests in relation to the BNPL Option and Credit Line Option as maybe made by Yelow or Partner Financial Institution or a Partner Merchant or a payment system provider from time to time.
15.12 It is agreed and clarified that the arrangement set out by the T&Cs between Yelow and the User is on a non-exclusive basis.

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