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Eterna-X

Terms and Conditions

The terms that govern access to and use of the EternaX website, platforms and services.

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Welcome to EternaX.

These Terms and Conditions ("Terms") govern access to and use of the website identified above, together with its associated pages, digital interfaces, software demonstrations, documentation, APIs, developer resources, applications, portals, plugins, integrations, and other technology services made available by the contracting EternaX entity identified above ("EternaX", "Company", "we", "us", or "our").

The website and associated interfaces may describe or provide access to financial technology products intended for banks, cooperative banks, financial institutions, non-banking financial companies, fintech companies, payment service providers, merchants, enterprises, government bodies, and other eligible institutional customers.

Depending on the applicable agreement and service configuration, these products may include:

  • Payment technology and payment workflow orchestration.

  • Reconciliation and transaction matching through EternaX Sync.

  • Settlement management and settlement reporting.

  • Dispute management and exception handling.

  • UPI-related infrastructure and integrations, including issuer, acquirer, or payment service provider-related technology where expressly agreed.

  • Merchant technology and related financial operations workflows.

  • Fraud Risk Management (FRM) technology and associated monitoring or risk-management capabilities.

  • APIs, system integrations, transaction monitoring, dashboards, reporting, maker-checker controls, audit trails, and related operational tools.

Not every product, feature, payment rail, integration, or capability is necessarily available to every user or customer. Product availability may depend on technical readiness, regulatory eligibility, contractual scope, third-party arrangements, and applicable law.

1.Introduction

1.2Contracting entity

For the purposes of these Terms, "EternaX" means the legal entity expressly identified in the final published version of this document.

The EternaX brand, its products, and its technology platforms must not be interpreted as establishing that every service is provided by the same legal entity. Where a product is offered through an affiliate, partner, bank, or other third party, the relevant agreement will identify the applicable contracting parties and their respective responsibilities.

The final published version must contain the correct legal entity name, corporate details, registered office, and designated contact information. References to the EternaX brand alone do not substitute for identification of the legal contracting party.

1.3Acceptance of these Terms

By accessing the website, creating an account, submitting a contact or onboarding request, using a publicly available tool, accessing documentation, or using any service expressly governed by these Terms, you acknowledge that you have read and understood the provisions applicable to that activity.

Where the service requires express acceptance, you must provide acceptance through the designated electronic mechanism or another legally recognised method.

If you access or use the services on behalf of an organisation, you represent that you are authorised to act for that organisation and to accept the applicable terms on its behalf. In that situation, "you" and "Customer" may refer to the organisation, subject to the terms of the relevant agreement.

If you do not possess the required authority, you must not accept contractual terms or initiate transactions on behalf of that organisation.

1.4Eligibility

The website may be accessible to the public, but access to particular products and services may be restricted.

Enterprise products, payment integrations, institutional portals, financial transaction workflows, production APIs, and regulated-service integrations may require onboarding, identity or entity verification, technical assessment, contractual documentation, security approval, and any other eligibility conditions specified by EternaX or the relevant financial institution.

EternaX may decline or restrict access where required by applicable law, contractual obligations, security considerations, regulatory requirements, or reasonable risk-management controls.

1.5Electronic contracting

To the extent permitted by applicable law, electronic records, electronic communications, electronic signatures, and electronically recorded acceptance may be used to establish contractual consent.

You agree that records maintained through approved electronic contracting mechanisms may be relied upon as evidence of acceptance, subject to applicable evidentiary requirements and law.

Nothing in this clause removes any mandatory requirement for a particular form of execution, stamping, registration, authorisation, or other formality where such requirement applies.

1.6Separate customer agreements

These Terms establish general conditions for the website and the services expressly covered by them. They are not intended to replace a negotiated enterprise agreement.

Before production access is granted, an institutional customer may be required to execute a master services agreement, order form, statement of work, service-level agreement, data processing agreement, implementation schedule, security schedule, or product-specific addendum.

The scope of each customer's rights and obligations will be determined by the documents applicable to that customer and service.

2.Definitions and Interpretation

Unless the context requires otherwise, the following terms have the meanings set out below.

"Account" means a registered user account or an institutional account authorised to access a relevant EternaX interface.

"Applicable Law" means the laws, regulations, rules, directions, orders, binding regulatory requirements, and legally applicable standards governing the relevant party, activity, service, or transaction.

"API" means an application programming interface or other documented technical mechanism used to exchange data or invoke functionality between systems.

"Authorised User" means an individual authorised by a Customer to access or use the applicable EternaX service under the relevant permissions.

"Banking Partner" means a bank or other eligible financial institution participating in a banking, payment, settlement, sponsorship, account, or related service arrangement.

"Business Day" means a day treated as a business day under the applicable agreement or the operating calendar relevant to the service or payment rail.

"Confidential Information" means non-public business, technical, financial, operational, security, commercial, or other information disclosed by or on behalf of a party that is identified as confidential or that reasonably should be understood to be confidential.

"Content" means text, documents, records, files, images, data, instructions, reports, or other materials submitted to or generated through a service.

"Customer" means the individual, company, institution, government body, merchant, financial institution, or other organisation that accesses or contracts for the relevant service.

"Customer Data" means information, records, files, transaction information, configuration data, and other content provided by or on behalf of a Customer or processed for that Customer through the service, excluding EternaX's own software, platform technology, and independently owned materials.

"Documentation" means the user guides, technical specifications, API documentation, operating instructions, product descriptions, and other materials made available by EternaX for a service.

"EternaX Platform" means the software, interfaces, applications, APIs, systems, workflows, dashboards, integrations, and related technology made available under the applicable agreement.

"Financial Institution" means a bank, cooperative bank, non-banking financial company, payment institution, or other entity providing financial services, as applicable.

"Payment Rail" means an applicable payment network, banking transfer mechanism, payment system, or other infrastructure used to execute or process a payment.

"Personal Data" means information relating to an identified or identifiable individual, as defined by applicable data protection law.

"Production Environment" means a live environment used to process actual business operations, transactions, or production data.

"Services" means the particular technology products, software services, integrations, support, implementation, and other services expressly agreed to be provided by EternaX.

"Third-Party Service" means a product, infrastructure component, payment rail, bank service, cloud service, software, network, or other service supplied by an entity other than EternaX.

"Transaction Data" means records relating to the initiation, processing, status, matching, reconciliation, settlement, exception handling, or reporting of financial or operational transactions.

"User" means a person accessing the website or a service, including an Authorised User.

Headings are included for convenience and do not affect interpretation. Words in the singular include the plural and vice versa where the context permits. References to a law include amendments, replacements, and subordinate legislation to the extent applicable.

3.Description and Scope of Services

3.1General scope

EternaX develops and provides technology intended to support financial operations, payment workflows, institutional integrations, reconciliation, settlement visibility and management, dispute handling, reporting, and related operational processes.

The exact scope of a service will be determined by its published description, applicable order form, implementation document, technical specification, and written agreement.

A website description, presentation, demonstration, roadmap, marketing statement, or illustrative workflow does not by itself establish a binding commitment to deliver a feature, payment rail, integration, performance level, or regulatory outcome.

3.2Payment technology and workflow orchestration

Where expressly enabled, the payment technology may support payment instruction preparation, approval workflows, bulk-payment files, API-based initiation, transaction status visibility, payment reporting, exception identification, and integration with a Banking Partner or other eligible provider.

Actual execution of a payment may depend on the relevant bank, payment system, account, available funds, transaction limits, approval status, beneficiary information, compliance checks, network availability, and applicable payment-system rules.

EternaX's involvement in preparing, transmitting, tracking, or orchestrating an instruction does not by itself mean that EternaX holds customer funds, maintains the underlying bank account, or independently executes the regulated payment.

3.3EternaX Sync — Reconciliation

EternaX Sync may support the comparison and matching of transaction records from different sources, including platform records, customer systems, bank files, payment service provider records, payment rail reports, and other authorised data sources.

Depending on the agreed configuration, reconciliation functionality may include matching rules, reference-field mapping, duplicate identification, unmatched-record detection, exception categorisation, ageing, control totals, variance reports, audit trails, and management information.

The accuracy of reconciliation depends on the quality, completeness, timeliness, consistency, and interpretation of the data sources supplied to or connected with the platform.

A match, suggested match, exception classification, or automated reconciliation status is a system output. It is not an independent guarantee that an underlying financial transaction is legally valid, finally settled, correctly authorised, or free from fraud.

Customers remain responsible for reviewing exceptions, configuring material business rules, validating outputs where required, and making financial or accounting decisions through their authorised processes.

3.4Settlement Management

Settlement Management functionality may support configured settlement calculations, fee or commission treatment, gross and net settlement reporting, split or multi-party allocation logic, settlement cycles, instruction preparation, exception handling, settlement-status monitoring, and settlement-related reporting.

The availability of any calculation, allocation, or instruction function depends on the applicable configuration and agreement.

A settlement calculation, report, or instruction prepared through the platform is not necessarily proof that funds have moved or that a settlement has been completed. Completion must be determined using authoritative information from the relevant bank, payment system, or other designated source, together with the applicable settlement rules.

Where EternaX does not itself provide the regulated fund movement service, it does not guarantee the availability, timing, finality, or execution of funds transfers by the relevant third party.

3.5Dispute Management and exception handling

Dispute Management functionality may support the recording, categorisation, assignment, tracking, escalation, evidence collection, status monitoring, and reporting of transaction-related disputes or operational exceptions.

The platform may help maintain records and support workflow coordination. It does not guarantee that a bank, merchant, payment system, counterparty, regulator, or other participant will accept a claim, reverse a transaction, recover funds, or resolve a dispute within a particular period.

Customers remain responsible for submitting accurate evidence, meeting applicable filing deadlines, maintaining relevant records, and taking decisions through authorised personnel.

3.6UPI infrastructure and related integrations

Where expressly agreed, EternaX may provide technology or integration capabilities supporting UPI-related workflows, including infrastructure associated with issuer, acquirer, payment service provider, or other relevant participant models.

The precise role of each participant must be established by the applicable agreement and the rules of the relevant payment system.

No provision in these Terms constitutes a representation that EternaX is independently authorised by the Reserve Bank of India, the National Payments Corporation of India, or another authority to perform a regulated activity. Any such authorisation must be independently verified and accurately described.

Participation in a payment system, access to production infrastructure, and use of relevant marks, interfaces, or identifiers remain subject to the applicable approvals and contractual arrangements.

3.7Merchant Technology

Merchant Technology may support specified merchant-facing workflows, payment integrations, transaction visibility, operational reporting, reconciliation, settlement-related processes, or related software functionality.

The merchant remains responsible for its business operations, customer-facing representations, product or service fulfilment, applicable tax obligations, and compliance requirements relating to its business.

The relevant payment provider remains responsible for the regulated services and functions allocated to it under the applicable arrangement.

3.8Fraud Risk Management

FRM capabilities may include configured transaction monitoring, rules, alerts, risk indicators, pattern detection, case management, reporting, or other analytical functionality where expressly made available.

Risk scores, rules-based flags, alerts, or recommendations are decision-support outputs. They may be affected by the data available, system configuration, changing fraud patterns, and the limitations of automated analysis.

Unless a separate agreement expressly states otherwise, EternaX does not guarantee the detection of every fraudulent transaction, the prevention of all losses, or the absence of false positives or false negatives.

Customers must maintain appropriate governance, review procedures, escalation arrangements, and human oversight where required by their business model or applicable law.

3.9APIs, dashboards and reporting

EternaX may provide APIs, dashboards, reports, exports, webhooks, integration tools, audit records, and related capabilities according to the agreed scope.

API access may be subject to authentication, rate limits, versioning, technical prerequisites, permitted-use restrictions, and security controls. Documentation and credentials must be handled in accordance with applicable instructions.

Reports and dashboards are intended to support operational monitoring and decision-making. Unless expressly agreed, they are not substitutes for authoritative bank statements, statutory books, accounting records, regulatory filings, or independently verified financial statements.

3.10Product availability and roadmap

Products and features may be introduced, enhanced, modified, withdrawn, or made available to selected customers over time.

A future product, pilot, proof of concept, demonstration, roadmap item, or proposed integration is not a binding delivery commitment unless incorporated into a written agreement specifying scope, dependencies, milestones, and acceptance criteria.

EternaX may offer separate environments for demonstrations, testing, sandbox use, pilot programmes, and production operations. The controls, data permitted, support levels, and operational expectations may differ between those environments.

4.No Unauthorised Banking or Regulated Activity Representation

4.1Technology-provider role

Unless the relevant written agreement and applicable law expressly establish otherwise, EternaX acts as a technology, software, integration, orchestration, analytics, or operational support provider for the services it supplies.

The fact that EternaX supports a payment, reconciliation, settlement, dispute, merchant, or FRM workflow does not automatically make EternaX the bank, payment system operator, account provider, acquiring institution, issuing institution, or custodian of funds involved in that workflow.

4.2Banking and payment partners

A Banking Partner may provide bank accounts, payment rails, regulated payment execution, sponsorship, onboarding, compliance checks, or other banking services under its own applicable arrangements.

The relevant partner may impose eligibility criteria, transaction limits, verification requirements, operating schedules, risk controls, and service conditions.

Customers must comply with those conditions where applicable. EternaX may facilitate technical connectivity or workflow coordination without assuming the legal responsibilities of the Banking Partner.

4.3No custody or deposit representation

Unless explicitly established under a separate lawful agreement, the EternaX Platform should not be treated as a bank account, deposit facility, wallet, escrow account, or facility for holding customer funds.

Customers must not transfer funds to an EternaX account or rely on EternaX to safeguard funds merely because they use an EternaX product. Any payment instructions and destination accounts must be verified through the authorised financial institution and the relevant contractual process.

4.4No independent regulatory authorisation claim

Nothing on the website or in these Terms should be interpreted as stating that EternaX holds a licence, authorisation, registration, approval, or regulatory status that it does not actually possess.

Where an activity requires authorisation, approval, sponsorship, or participation by a regulated institution, that activity may be undertaken only within the applicable lawful arrangement.

4.5Customer verification

Customers must independently verify the identity, role, authorisation, and contractual responsibility of the bank or third-party provider relevant to their transactions.

EternaX may provide information about its integration partners where authorised to do so, but such information is not a substitute for reviewing the applicable customer agreement or partner documentation.

5.Customer Registration and Onboarding

5.1Accurate information

Customers must provide complete, accurate, current, and non-misleading information during registration, onboarding, contracting, technical integration, and ongoing service use.

This may include legal entity details, registered address, authorised representatives, contact information, tax details, beneficial ownership information, relevant registrations, technical contacts, and other information reasonably required for the service or by a Banking Partner.

5.2Authority to act

A person submitting information, approving onboarding, configuring workflows, or signing documents for an organisation represents that they have the necessary authority to perform that action.

EternaX may request supporting evidence and may suspend an onboarding process if authority cannot be established to its reasonable satisfaction.

5.3Due diligence and verification

EternaX or a relevant Banking Partner may conduct verification, due diligence, risk assessment, technical review, sanctions screening, or other checks to the extent required or permitted by applicable law and the relevant arrangement.

The completion of onboarding does not necessarily mean that every service or transaction has been approved. Specific products, rails, transaction types, limits, or operating permissions may require separate approval.

5.4Changes to customer information

Customers must promptly update material information that becomes inaccurate or changes, including authorised representatives, security contacts, legal status, ownership information where relevant, and integration details.

Failure to provide accurate information may result in delays, restrictions, additional verification, suspension, or termination where justified.

5.5Account approval and rejection

EternaX may approve, defer, restrict, or reject an account or service request based on eligibility, incomplete documentation, technical limitations, risk considerations, contractual requirements, applicable law, or third-party approval requirements.

Where legally and operationally appropriate, EternaX will communicate the relevant status or next steps. Nothing in this clause obliges EternaX to disclose confidential security controls, legally restricted information, or another party's protected information.

6.Account Security and Access Management

6.1Account credentials

Customers and Authorised Users must maintain the confidentiality and security of account credentials, API keys, tokens, passwords, authentication devices, certificates, and other access mechanisms.

Credentials must not be shared through unsecured channels or made available to unauthorised persons. Where a service supports individual user accounts, each user should use their own assigned identity rather than another person's credentials.

6.2Role-based access

Customers are responsible for assigning appropriate roles and permissions to their users, subject to the access-control capabilities of the service.

Where maker-checker, dual-approval, segregation-of-duties, or multi-level approval functionality is available, the Customer must configure and maintain those controls in accordance with its internal governance requirements.

EternaX does not assume responsibility for a Customer's internal approval policy merely because the platform provides configurable controls.

6.3Unauthorised access

Customers must notify EternaX promptly through the designated support or security channel if they suspect credential compromise, unauthorised access, suspicious account activity, data exposure, or another security incident affecting the service.

Customers must cooperate with reasonable containment and investigation steps, including credential rotation, account restrictions, log preservation, and authorised verification.

6.4Security controls

EternaX may implement reasonable security controls appropriate to the service, including authentication, access restrictions, logging, monitoring, vulnerability management, and other safeguards.

No internet-connected system can be guaranteed to be entirely free from risk. EternaX's security obligations will be further defined by the applicable agreement and security schedule, where present.

6.5Customer environment

Customers must maintain secure devices, systems, networks, endpoints, identity providers, and integration environments under their control.

Customers must not bypass security controls, use unsupported access methods, or connect systems in a manner that creates unreasonable risk to the platform or other users.

6.6Suspension for security reasons

EternaX may restrict access, revoke credentials, disable a connection, or suspend affected functionality where reasonably necessary to investigate or contain a suspected security incident, unauthorised activity, material policy breach, or threat to the integrity of the platform.

Where practicable and legally permitted, EternaX will notify the Customer and coordinate proportionate remedial steps. Emergency measures may be taken without advance notice where delay could materially increase risk.

7.Customer Responsibilities and Acceptable Use

7.1Lawful use

Customers must use the website and services for lawful purposes and in accordance with these Terms, the relevant service agreement, applicable technical documentation, and Applicable Law.

Customers must obtain all permissions, licences, consents, and authorisations necessary for the data, instructions, transactions, and activities they submit or initiate.

7.2Prohibited conduct

Customers must not, and must not permit any third party to:

  • Use the service to commit fraud, money laundering, terrorist financing, identity theft, sanctions evasion, or another unlawful act.

  • Submit data or instructions that they are not authorised to disclose or process.

  • Infringe intellectual property, confidentiality, privacy, or other legal rights.

  • Introduce malware, malicious scripts, ransomware, destructive code, or unauthorised software.

  • Attempt to access another customer's account, data, environment, or credentials.

  • Interfere with platform availability, network security, infrastructure integrity, or another user's legitimate use.

  • Circumvent authentication, access restrictions, rate limits, transaction controls, or security mechanisms.

  • Reverse engineer, decompile, disassemble, or attempt to obtain source code, except to the extent a restriction is prohibited by Applicable Law.

  • Use the service to create or distribute deceptive, defamatory, discriminatory, abusive, or unlawful content.

  • Scrape, harvest, or extract information through unauthorised automated means.

  • Misrepresent an affiliation with EternaX, a Banking Partner, a payment system, a government body, or another institution.

  • Use EternaX's marks, partner marks, or regulatory references without appropriate permission.

  • Conduct unauthorised penetration tests, load tests, or security assessments.

  • Use the service to process transactions outside the approved scope, limits, or permissions applicable to the Customer.

  • Resell, sublicense, or commercially exploit the service beyond the rights expressly granted under the applicable agreement.

7.3Customer transaction authority

Customers are responsible for ensuring that instructions submitted through their systems are properly authorised, accurate, complete, and consistent with their internal controls.

Customers must validate beneficiary details, transaction amounts, payment references, account identifiers, settlement rules, approval requirements, and other material parameters before authorising an instruction.

Where an instruction is submitted through an approved API or authenticated account, the relevant agreement will determine how authentication, approval, attribution, and responsibility are assessed.

7.4Records and internal controls

Customers must maintain appropriate records of their transactions, instructions, approvals, reconciliations, settlements, disputes, and other business activities as required by Applicable Law and their internal policies.

EternaX-provided reports and logs may assist with recordkeeping but should not be assumed to satisfy every statutory, accounting, audit, or regulatory retention requirement.

7.5Customer cooperation

Customers must provide timely information, decisions, approvals, access, test data, technical contacts, and other cooperation reasonably necessary to implement and operate the agreed service.

Delays or failures in Customer cooperation may affect delivery schedules, service performance, integration testing, and issue resolution.

8.Payment Instructions and Transaction Processing

8.1Instruction preparation and submission

Where supported, the platform may allow Customers to create, upload, approve, transmit, or monitor payment instructions through an interface, API, file, or integration.

The permitted instruction formats, authentication requirements, approval processes, limits, cut-off times, and processing steps will depend on the relevant service configuration and Banking Partner.

8.2Customer verification obligations

Before submitting or approving a payment instruction, the Customer must take reasonable steps to verify the beneficiary, destination account, amount, purpose, reference, supporting documentation, and applicable approval status.

Customers should use independently verified beneficiary information and maintain controls against invoice manipulation, impersonation, fraudulent beneficiary changes, and other payment fraud.

8.3Authorisation and approval

The Customer is responsible for configuring and using approval controls appropriate to its operations. The platform's availability of an approval workflow does not relieve the Customer of responsibility for ensuring that the workflow reflects its authorised policy.

An instruction may be rejected, delayed, or held where required by a Banking Partner, payment rail, compliance control, technical validation, transaction limit, or Applicable Law.

8.4Processing and execution

EternaX may transmit instructions or provide workflow and status information as agreed. Actual payment processing and execution may be performed by a Banking Partner, payment system, or another authorised service provider.

EternaX does not guarantee that every instruction will be accepted, processed, or completed. Execution depends on the applicable systems, funds availability, validation checks, account status, cut-off times, beneficiary details, and other relevant conditions.

8.5Transaction status

A status such as submitted, received, pending, processing, failed, rejected, successful, or completed must be interpreted according to the relevant system's status definitions and the applicable integration.

A technical acknowledgement does not necessarily establish that funds have been debited, credited, received by the intended beneficiary, or finally settled.

Where transaction finality matters, Customers must rely on the authoritative record designated under the relevant bank or payment-system arrangement.

8.6Duplicate or repeated instructions

Customers must implement appropriate controls to avoid accidental duplicate submissions. Where available, Customers should use idempotency mechanisms, unique references, duplicate checks, or other supported controls.

EternaX may use reasonable technical safeguards to detect or manage duplicate instructions, but cannot guarantee that all duplicate submissions will be prevented, especially where duplicate requests originate from separate systems or conflicting data sources.

8.7Reversals, recalls and corrections

Payment reversals, recalls, corrections, chargebacks, or recovery requests are subject to the rules of the applicable bank, payment system, and receiving institution.

The submission of a request through EternaX does not guarantee that a transaction can be reversed or that funds can be recovered.

Customers must promptly report suspected erroneous or fraudulent transactions through the designated channels and provide the information reasonably required for investigation.

8.8Transaction limits and restrictions

Transaction limits, daily caps, beneficiary restrictions, risk controls, and other restrictions may be imposed by EternaX under the applicable agreement or by a Banking Partner, payment system, or regulator.

Such limits may change where justified by risk, regulatory requirements, operational conditions, or the applicable contractual arrangement. Any required notice or approval will be handled in accordance with the relevant agreement and Applicable Law.

9.Reconciliation Services and Data Quality

9.1Purpose of reconciliation

Reconciliation services are designed to assist Customers in comparing records from designated sources, identifying differences, and supporting the investigation and resolution of unmatched or inconsistent records.

Reconciliation outputs are based on the rules, mappings, reference fields, tolerances, data sources, and configurations used by the service.

9.2Customer data responsibility

Customers must ensure that data provided for reconciliation is lawfully obtained, appropriately authorised for processing, and reasonably accurate and complete.

Where data is supplied by a bank, payment provider, merchant system, enterprise resource planning system, accounting platform, or other third party, the Customer remains responsible for ensuring that the source is appropriate and that the relevant access permissions are in place.

9.3Matching rules and configuration

Customers must review material reconciliation rules, mapping logic, tolerances, identifiers, date fields, currency treatment, duplicate handling, and exception categories before relying on outputs for financial or operational decisions.

Changes to matching logic can affect historical or future results. Where a change may materially affect production processing, Customers should follow the agreed change-management and testing process.

9.4Unmatched transactions and exceptions

A transaction identified as unmatched, partially matched, duplicated, delayed, or inconsistent requires investigation in accordance with the Customer's operating procedures.

EternaX may provide workflows to assign, age, categorise, escalate, and track exceptions. Unless expressly agreed, EternaX is not responsible for independently determining the legal or commercial cause of every discrepancy or for resolving a discrepancy that requires action by a bank, merchant, counterparty, or Customer.

9.5Reconciliation does not establish settlement

A reconciled transaction does not, by itself, establish that the underlying transaction has been finally settled, that funds are available, or that the transaction is free from fraud or legal dispute.

Similarly, a settlement status does not necessarily mean that every internal ledger or accounting record has been correctly reconciled.

Customers must maintain appropriate distinctions between transaction matching, financial posting, settlement calculation, and confirmation of fund movement.

9.6Audit and review

Customers are responsible for reviewing outputs, investigating material exceptions, maintaining supporting evidence, and performing any independent verification required by their internal control framework or Applicable Law.

EternaX may retain service records according to the applicable agreement and retention policy. The retention of a system record does not constitute certification of the Customer's financial statements or accounting treatment.

10.Settlement Management and Financial Allocation

10.1Configured calculations

Settlement functionality may apply configured rules to transaction records, fees, commissions, deductions, adjustments, gross amounts, net amounts, or allocation instructions.

Customers must validate the applicable rules and parameters before production use, including effective dates, rounding conventions, currency treatment, fee schedules, split ratios, tax treatment, and exception conditions.

10.2Source data and settlement logic

Settlement outputs depend on the source data, transaction classifications, configured rules, and the information supplied by the Customer or relevant third parties.

EternaX is not responsible for errors in source data that it did not create, except to the extent expressly agreed otherwise or required by Applicable Law. Responsibility for errors caused by EternaX's own service must be determined under the applicable agreement.

10.3Instructions and fund movement

A settlement statement, calculation, proposed allocation, or instruction generated by the platform is not necessarily proof of completed fund movement.

Actual transfers, debits, credits, and settlement finality depend on the relevant bank, payment system, account provider, or other authorised institution.

10.4Settlement discrepancies

Customers must promptly investigate material discrepancies between calculated settlement amounts, settlement instructions, bank records, transaction records, and amounts actually received or paid.

The parties will cooperate in investigating discrepancies in accordance with the applicable agreement. The resolution of an issue may require information or action from a Banking Partner or other third party.

10.5No guarantee of recovery

EternaX does not guarantee that a failed settlement, delayed transfer, disputed deduction, incorrect beneficiary payment, or shortfall will be recovered. Recovery and correction may depend on the applicable payment-system rules, bank processes, counterparty cooperation, and Applicable Law.

11.Dispute Management and Fraud-related Workflows

11.1Workflow support

The platform may provide functionality to record disputes, maintain evidence, track deadlines, allocate cases, monitor statuses, and generate operational reports.

The availability of these functions does not make EternaX the adjudicator of a dispute or the party responsible for deciding a bank's, payment system's, merchant's, or counterparty's final position.

11.2Accuracy and completeness of evidence

Customers must ensure that dispute records and supporting evidence are accurate, complete, relevant, and lawfully collected or disclosed.

Customers must avoid submitting information that violates confidentiality obligations, data protection requirements, court orders, or other legal restrictions.

11.3Deadlines and decisions

Customers remain responsible for monitoring applicable dispute deadlines and submitting claims or evidence to the correct institution through the correct channel.

Unless expressly agreed in writing, EternaX does not guarantee that a dispute will be resolved within a particular period or that a claim, reversal, chargeback, or recovery will succeed.

11.4Fraud indicators

FRM alerts, risk classifications, automated rules, and analytical indicators must be interpreted as decision-support outputs within the applicable service configuration.

Customers must maintain appropriate review, escalation, and decision-making procedures, including procedures for urgent incidents and potential false positives.

11.5Emergency response

Where a Customer suspects fraud, unauthorised transactions, data compromise, or a material security incident, it must promptly notify the relevant bank or payment provider and follow the agreed incident process.

Notification to EternaX does not replace any mandatory notification to a regulator, law enforcement authority, affected individual, Banking Partner, or other party.

12.Fees, Invoicing and Taxes

12.1Commercial terms

Fees for enterprise services will be established in the applicable order form, proposal accepted by the parties, statement of work, or other written commercial agreement.

Unless expressly incorporated into a signed or otherwise validly accepted agreement, website descriptions, estimates, indicative pricing, and sales discussions do not establish binding fees or payment obligations.

12.2Invoicing and payment

Customers must pay valid invoices in accordance with the payment terms stated in the applicable agreement.

Invoices may identify implementation fees, subscription charges, usage-based fees, support charges, integration costs, third-party charges, or other agreed amounts.

Customers must notify EternaX promptly of a genuine invoice dispute, identify the disputed amount and reasons, and pay any undisputed portion in accordance with the agreement.

12.3Taxes

Fees are exclusive of applicable taxes unless expressly stated otherwise. Each party will be responsible for the taxes allocated to it under Applicable Law and the relevant agreement.

Where required, the parties will provide appropriate tax invoices, withholding documentation, tax registration details, and other supporting records.

12.4Fee changes

Any change to fees, recurring charges, usage-based rates, or commercial terms will be governed by the relevant agreement.

For an ongoing enterprise contract, EternaX will not rely on a general website update alone to alter a negotiated fee where the contract requires written agreement, advance notice, or another formal process.

12.5Late payment

Interest, recovery costs, service restrictions, or other consequences of late payment will apply only as provided in the applicable agreement and Applicable Law.

12.6Refunds and credits

Refunds, credits, billing adjustments, and fee disputes will be handled under the relevant commercial agreement.

No provision in these Terms removes a non-waivable statutory right or prevents a refund or credit that EternaX is legally required to provide.

13.Implementation, Integration and Customer Dependencies

13.1Implementation scope

Implementation activities may include discovery, configuration, integration, data mapping, testing, user setup, training, migration, production readiness, and go-live support.

The scope, deliverables, timelines, acceptance criteria, responsibilities, and fees for implementation should be documented in the applicable statement of work or implementation schedule.

13.2Customer dependencies

Customers must provide the access, test environments, technical documentation, data samples, approvals, connectivity, infrastructure, and personnel reasonably necessary for implementation.

Where the Customer or a third party fails to provide a required dependency, the project timeline or deliverables may be affected. Any material change to scope, fees, or milestones will be addressed under the relevant agreement.

13.3Integration dependencies

Integrations may depend on APIs, network access, credentials, bank approvals, third-party system availability, message formats, certificates, and technical requirements outside EternaX's direct control.

EternaX will perform the integration activities expressly agreed with the Customer but does not guarantee the continued availability or unchanged behaviour of a third-party system.

13.4Testing and acceptance

The parties should agree on relevant test scenarios, acceptance criteria, defect classification, and sign-off procedures for material implementation deliverables.

Customers must not assume that a demonstration, sandbox result, or test transaction constitutes production acceptance or guarantees the behaviour of all live transactions.

Where formal acceptance is required, the relevant agreement will define the review period, rejection process, remediation obligations, and consequences of acceptance.

13.5Change management

Material changes to production configuration, APIs, workflows, settlement rules, reconciliation logic, security settings, or integration behaviour should follow an agreed change-management process.

Changes may require impact assessment, testing, approvals, release planning, rollback arrangements, or updated documentation.

13.6Migration and data conversion

Where migration or conversion is agreed, the parties will define the scope, mapping rules, validation requirements, cutover approach, and responsibility for source data.

Customers must retain appropriate backups and validate migrated records before relying on them for production operations, subject to the agreed allocation of responsibilities.

14.Service Availability, Support and Maintenance

14.1Service availability

EternaX will provide the services in accordance with the applicable agreement and any service-level commitments expressly agreed with the Customer.

Unless a written SLA states otherwise, the existence of a website, dashboard, API, or application does not guarantee uninterrupted or continuous availability.

14.2Planned maintenance

EternaX may conduct maintenance, upgrades, patches, configuration changes, or other activities necessary to maintain or improve the platform.

Where the applicable SLA requires advance notice, EternaX will provide notice in accordance with that SLA. Emergency maintenance may be performed where reasonably necessary to address security, stability, compliance, or operational risks.

14.3Support channels

Support availability, support hours, response targets, severity classifications, escalation procedures, and resolution commitments will be defined in the applicable agreement or support schedule.

A response target does not necessarily mean that a permanent resolution will be delivered within the same period, unless expressly stated.

14.4Incident handling

EternaX will handle incidents affecting its services in accordance with its applicable operational processes and contractual obligations.

Customers must provide sufficient information to support investigation, including timestamps, relevant identifiers, error messages, affected workflows, and authorised diagnostic information.

14.5Exclusions

Service commitments may be subject to agreed exclusions, including planned maintenance, Customer-caused failures, third-party outages, network failures outside EternaX's control, unauthorised modifications, force majeure events, or other exclusions expressly established in the SLA.

Exclusions must be interpreted consistently with the applicable agreement and Applicable Law.

14.6Business continuity and disaster recovery

Business continuity, disaster recovery, recovery time objectives, recovery point objectives, backup frequency, testing, and related obligations will be governed by the relevant agreement or security schedule where applicable.

Customers must maintain their own continuity arrangements for systems, data, approvals, staff, and business processes that remain under their control.

15.Data Protection and Customer Data

15.1General commitment

Each party will comply with the data protection and privacy obligations applicable to its role, activities, and processing of Personal Data.

The parties acknowledge that the allocation of data protection responsibilities depends on the actual processing activities, the purposes and means of processing, applicable law, and the relevant contractual arrangements.

15.2Customer Data ownership

As between EternaX and the Customer, the Customer retains its rights in Customer Data, subject to rights held by third parties and any applicable agreement.

Nothing in these Terms transfers ownership of Customer Data to EternaX merely because the data is uploaded, transmitted, stored, matched, analysed, or processed through the platform.

15.3Limited processing rights

The Customer grants EternaX the limited rights reasonably necessary to receive, host, reproduce, transmit, organise, transform, analyse, display, and otherwise process Customer Data solely for providing, securing, supporting, maintaining, and improving the contracted service, or for other purposes expressly agreed in writing and lawfully permitted.

This permission is limited by the applicable agreement, confidentiality obligations, security requirements, data protection law, and the Customer's lawful instructions.

EternaX must not treat this limited operational permission as a general right to sell Customer Data, disclose identifiable transaction information for unrelated commercial purposes, or use it to train unrelated models without an appropriate lawful basis and contractual authorisation.

15.4Data processing arrangements

Where EternaX processes Personal Data on behalf of a Customer, the parties should execute a Data Processing Agreement or incorporate appropriate processing provisions into the applicable contract.

That agreement should specify the subject matter, duration, nature and purpose of processing, categories of data and individuals, security measures, subprocessors, incident handling, assistance obligations, retention, deletion, and audit cooperation as applicable.

15.5Customer responsibilities

Customers must ensure that they have the necessary authority and lawful basis to provide Personal Data and other information to EternaX for the agreed purposes.

Customers must provide any required notices, obtain any required permissions or consents, honour applicable individual rights, and comply with their own legal obligations.

15.6Security safeguards

EternaX will implement the security safeguards expressly committed to in the applicable agreement and those otherwise required by Applicable Law.

The nature of the safeguards may depend on the service, the classification of the data, the deployment model, and the agreed security schedule.

15.7Data incidents

The parties will cooperate in investigating and responding to a Personal Data breach or other security incident in accordance with the applicable agreement and Applicable Law.

The relevant agreement should specify notification channels, required information, cooperation obligations, evidence preservation, and the allocation of responsibility for external notifications.

Nothing in these Terms prevents a party from making a notification that it is legally required to make.

15.8Data retention and deletion

Customer Data will be retained and deleted in accordance with the applicable agreement, documented retention rules, operational requirements, and Applicable Law.

Upon expiry or termination, the parties should follow the applicable data export, return, deletion, and archival process. Data may be retained where legally required or where retention is otherwise lawfully justified, subject to appropriate safeguards.

15.9Aggregated and de-identified information

Where permitted by the applicable agreement and law, EternaX may use appropriately aggregated or de-identified operational information for service reliability, capacity planning, security, performance analysis, and product improvement.

Such use must not improperly disclose Customer Confidential Information or permit the identification of a Customer or individual where the agreed conditions prohibit such identification.

15.10Cross-border processing

Any transfer or access to Personal Data across jurisdictions must be conducted in accordance with Applicable Law and the applicable contractual arrangements.

The parties should identify relevant hosting, access, transfer, and subprocessor arrangements where required by law or contract.

15.11Privacy notices

The website may provide a separate Privacy Notice describing how EternaX handles information collected through website visits, enquiries, recruitment, marketing, or other activities where EternaX determines the purposes of processing.

The Privacy Notice and the DPA serve different purposes. A general website privacy notice does not replace a customer-specific processing agreement where one is required.

16.Confidentiality

16.1Confidential Information

Each party may receive Confidential Information from the other in connection with discussions, onboarding, implementation, support, service delivery, or another contractual activity.

Confidential Information may include business plans, pricing, product roadmaps, security documentation, architecture, credentials, non-public transaction records, technical specifications, customer information, and commercial arrangements.

16.2Confidentiality obligations

A receiving party must use the disclosing party's Confidential Information only for the purpose for which it was disclosed or another purpose permitted under the applicable agreement.

The receiving party must protect such information using reasonable safeguards appropriate to its nature and must not disclose it except as permitted by the applicable agreement or law.

16.3Permitted disclosures

A party may disclose Confidential Information to its employees, professional advisers, auditors, contractors, or approved service providers who need access for the relevant purpose and are subject to appropriate confidentiality obligations.

Disclosure may also occur where legally required, provided the receiving party gives prior notice where legally permitted and reasonably practicable.

16.4Exclusions

Confidential Information does not include information that the receiving party can demonstrate is publicly available without breach, lawfully known to it before disclosure, independently developed without use of the disclosing party's Confidential Information, or lawfully received from a third party without a confidentiality restriction.

16.5Customer publicity

EternaX must not identify a Customer as a customer, use its logo, publish a case study, or disclose the existence or nature of a confidential relationship without the Customer's prior written approval, except where disclosure is legally required or expressly authorised in the applicable agreement.

Customers must likewise obtain permission before using EternaX's non-public materials, logos, or confidential information in public statements.

16.6Duration

Confidentiality obligations will continue for the period specified in the applicable agreement. Where no separate period is specified, they will continue for a reasonable period following termination, and trade secrets or information that remains confidential by its nature will be protected for so long as required by Applicable Law or the relevant agreement.

17.Intellectual Property Rights

17.1EternaX intellectual property

As between EternaX and the Customer, EternaX or its licensors retain all rights, title, and interest in the EternaX Platform, software, source code, architecture, workflows, interfaces, APIs, documentation, product designs, trademarks, logos, inventions, know-how, and other proprietary materials, except for rights expressly granted under the applicable agreement.

17.2Limited licence

Subject to the Customer's compliance with these Terms and the applicable agreement, EternaX grants the Customer a limited, non-exclusive, non-transferable licence to access and use the contracted service for the agreed business purpose during the applicable subscription or service term.

The licence does not grant the Customer ownership of the platform or a general right to reproduce, distribute, sell, sublicense, or commercially exploit EternaX's technology.

17.3Restrictions

Except to the extent expressly permitted by the applicable agreement or Applicable Law, the Customer must not:

  • Copy or modify the platform except as permitted for ordinary use.

  • Create derivative works from proprietary platform materials.

  • Reverse engineer or attempt to obtain source code.

  • Remove proprietary notices or security controls.

  • Redistribute or resell platform access without authorisation.

  • Use EternaX intellectual property to misrepresent its own services.

  • Register confusingly similar marks or domain names.

17.4Customer materials

The Customer retains its rights in materials and data it provides to EternaX, subject to third-party rights and the limited processing permissions granted under these Terms.

The Customer grants EternaX only those rights necessary to deliver the agreed services and perform the related contractual obligations.

17.5Feedback

If a Customer voluntarily provides suggestions, feedback, or ideas regarding the platform, EternaX may use them to improve its products, subject to applicable confidentiality obligations and any specific written restriction agreed by the parties.

Feedback does not include Customer Data, Confidential Information, or materials that the Customer is not authorised to disclose. No broader licence is granted over such materials merely because they are communicated as feedback.

17.6Third-party intellectual property

Third-party software, libraries, systems, marks, and other materials remain subject to the rights and licence conditions of their respective owners.

The Customer must comply with any third-party licence terms applicable to its authorised use.

17.7Intellectual property claims

The process for handling third-party claims alleging that a contracted service infringes intellectual property rights will be governed by the applicable enterprise agreement.

Where appropriate, that agreement should establish notice requirements, defence control, settlement approval, remediation options, and any applicable liability allocation.

18.Third-party Services and Dependencies

18.1Third-party providers

The services may interoperate with or depend on banks, payment systems, cloud providers, network operators, identity providers, enterprise software, merchant systems, or other third parties.

Those providers may impose their own eligibility requirements, terms, technical conditions, security controls, operating hours, and restrictions.

18.2Third-party terms

Customers must comply with third-party terms that apply to their use of the relevant third-party service, where those terms have been made available or otherwise validly apply.

Where a third-party agreement governs a service directly provided by that third party, these Terms do not replace that agreement.

18.3Availability and changes

EternaX does not control every aspect of third-party infrastructure and cannot guarantee that a third-party service will remain available, unchanged, or compatible with every Customer system.

Where a material third-party change affects an agreed service, the parties will address the impact under the applicable agreement, including any required technical changes, service adjustments, or exit arrangements.

18.4Independent providers

A third-party provider is not automatically an agent, employee, or legal representative of EternaX merely because it integrates with the platform.

The relevant agreements will determine each provider's role and responsibility.

19.Warranties and Disclaimers

19.1Authority

Each party represents, to the extent applicable to it, that it has the authority necessary to enter into the relevant agreement and perform its contractual obligations.

19.2Service commitments

EternaX will perform the services in accordance with the express commitments set out in the applicable agreement.

Any additional warranties, service levels, acceptance criteria, or performance commitments must be expressly agreed in writing.

19.3General disclaimer

To the maximum extent permitted by Applicable Law, website information, general documentation, demonstrations, and materials not expressly incorporated into a binding agreement are provided for general informational purposes.

Except for commitments expressly made in the applicable agreement or warranties that cannot lawfully be excluded, EternaX does not warrant that every service will be uninterrupted, error-free, compatible with every third-party system, or suitable for a purpose that has not been agreed.

19.4No guarantee of financial outcomes

EternaX does not guarantee a particular financial return, transaction volume, settlement outcome, reconciliation percentage, fraud-prevention rate, dispute recovery rate, or operational saving unless an express, measurable commitment has been made in the applicable agreement.

19.5No substitute for professional judgement

The services may support financial operations and risk management but do not replace the Customer's own accounting, legal, compliance, treasury, audit, or risk-management responsibilities.

Customers must obtain professional advice where appropriate and make decisions through their authorised governance processes.

19.6Website information

EternaX will take reasonable care in maintaining website information, but product pages and other public materials may change as the platform evolves.

Where a website statement conflicts with a negotiated enterprise agreement, the applicable order of precedence will determine which provision governs.

19.7Non-excludable rights

Nothing in these Terms excludes a representation, warranty, liability, or right that cannot be excluded or restricted under Applicable Law.

20.Limitation of Liability

20.1Application of this clause

This section sets out a general framework for liability associated with website use and services governed by these Terms. For enterprise services, the liability provisions in the negotiated master services agreement or other applicable contract will govern to the extent specified by that agreement.

20.2Excluded losses

Subject to Applicable Law and the express terms of the relevant agreement, neither party will be liable to the other for indirect, incidental, special, exemplary, punitive, or consequential losses, or for loss of profits, revenue, anticipated savings, goodwill, business opportunity, or reputation, arising from the relevant agreement.

This exclusion applies only to the extent such losses are legally excludable and does not override any express allocation of risk in a negotiated agreement.

20.3Aggregate liability cap

For enterprise services, the parties should specify an aggregate liability cap in the applicable master services agreement, typically linked to the fees paid or payable during an agreed period or another commercially appropriate amount.

Unless a separate agreement establishes a different cap, these website Terms do not establish a universal monetary cap for every enterprise relationship. The appropriate cap must be expressly completed and agreed in the relevant contract before production service commencement where a cap is required.

20.4Matters requiring separate treatment

The enterprise agreement should consider whether separate treatment is appropriate for confidentiality breaches, data protection failures, security incidents, intellectual property infringement, fraud, wilful misconduct, gross negligence where recognised, and other legally permissible categories.

Any exception or higher cap must be expressly drafted and must not be interpreted to remove a non-waivable statutory liability.

20.5Third-party dependencies

The allocation of responsibility for losses arising from bank outages, payment rail failures, incorrect source data, Customer instructions, or third-party systems will be determined by the applicable agreement, the relevant party's contractual obligations, and Applicable Law.

A party will not be relieved of liability for its own breach merely because a third party participated in the service.

20.6Mitigation

Each party will take reasonable steps to mitigate losses for which it seeks recovery, subject to Applicable Law.

20.7No unlawful exclusion

Nothing in this section excludes or limits liability to the extent such exclusion or limitation is prohibited by Applicable Law.

21.Indemnification

21.1Customer indemnity

Subject to the applicable enterprise agreement and Applicable Law, a Customer may be required to indemnify EternaX against third-party claims, losses, damages, and reasonable costs to the extent directly arising from:

  • The Customer's unlawful use of the service.

  • The Customer's infringement of a third party's intellectual property rights through materials supplied by the Customer.

  • The Customer's material breach of its contractual obligations.

  • Fraudulent or unauthorised instructions attributable to the Customer, to the extent allocated to the Customer under the relevant agreement.

  • The Customer's violation of third-party rights through data or content supplied by it.

The scope of the indemnity must be proportionate to the relevant risk and subject to any applicable liability cap or expressly agreed exception.

21.2EternaX indemnity

Where agreed in the applicable enterprise contract, EternaX may provide an indemnity for specified third-party claims, including claims alleging that the contracted EternaX technology infringes a third party's intellectual property rights.

Any such indemnity should define exclusions, including claims arising from Customer modifications, combinations not approved by EternaX, unauthorised use, or materials supplied by the Customer.

21.3Claim procedure

A party seeking indemnification must, to the extent legally permitted and reasonably practicable:

  • Give the indemnifying party prompt written notice of the claim.

  • Provide reasonable information and cooperation necessary for the defence.

  • Allow the indemnifying party appropriate control of the defence where agreed.

  • Avoid settling a claim in a manner that imposes an admission, payment, or continuing obligation on the indemnified party without the required approval.

Failure to provide timely notice will affect the indemnity only to the extent the delay materially prejudices the indemnifying party, unless the applicable agreement provides otherwise.

21.4Mitigation and double recovery

The parties must take reasonable steps to mitigate indemnifiable losses. An indemnified party may not recover the same loss more than once.

21.5Relationship with liability provisions

Indemnities, exclusions, caps, insurance obligations, and other remedies must be interpreted together under the applicable enterprise agreement. The parties should expressly state whether each indemnity falls within or outside a general liability cap, subject to Applicable Law.

22.Suspension and Restriction of Services

22.1Grounds for suspension

EternaX may suspend or restrict all or part of a service where reasonably necessary because of:

  • A material security threat or suspected compromise.

  • A material breach of the applicable agreement.

  • Unlawful use or credible evidence of fraudulent activity.

  • A legal, regulatory, judicial, or binding third-party requirement.

  • A Banking Partner or payment system restricting the relevant activity.

  • Non-payment where suspension is permitted under the applicable agreement.

  • Material technical instability or a threat to platform integrity.

  • Failure to complete mandatory onboarding or verification requirements.

  • A material risk to other customers, systems, data, or operations.

22.2Notice and proportionality

Where reasonably practicable and legally permitted, EternaX will provide notice explaining the nature of the restriction and any reasonable steps available to address it.

The extent and duration of a suspension should be proportionate to the underlying risk and consistent with the applicable agreement.

22.3Emergency restrictions

EternaX may take immediate action without prior notice where delay could materially increase security, legal, financial, or operational risk.

Where appropriate, EternaX will subsequently provide information about the restriction and coordinate next steps with the Customer.

22.4Restoration

Restoration of access may depend on remediation, completion of verification, payment of overdue amounts, approval from a Banking Partner, or satisfaction of another applicable requirement.

EternaX will not be required to restore a service where doing so would violate Applicable Law or a binding third-party restriction.

22.5Records and pending transactions

The treatment of pending instructions, transaction records, settlement processes, and operational continuity during suspension will be governed by the applicable service agreement and the requirements of the relevant bank or payment system.

23.Term, Termination and Exit Management

23.1Website use

These Terms apply to the website or service for as long as the relevant use continues, subject to any applicable contractual period.

23.2Enterprise service term

The term of an enterprise service will be specified in the applicable master services agreement, order form, or subscription arrangement.

Renewal, expiry, and any notice requirements will be governed by that agreement.

23.3Termination for breach

An enterprise agreement should provide for termination where a party commits a material breach and fails to remedy it within the agreed cure period after receiving written notice, where the breach is capable of remedy.

Immediate termination may be permitted for specified serious breaches, unlawful conduct, insolvency events, or other agreed circumstances, subject to Applicable Law.

23.4Termination for regulatory or security reasons

A party may exercise termination or suspension rights where required by law, a regulator, a Banking Partner arrangement, or a material security event, as specified in the applicable agreement.

The parties should consider whether temporary suspension, remediation, or an orderly transition is feasible before permanent termination, except where immediate cessation is required.

23.5Consequences of termination

On expiry or termination, the parties will follow the applicable agreement regarding:

  • Cessation of service access and licence rights.

  • Outstanding invoices and agreed payment obligations.

  • Pending transactions and operational exceptions.

  • Return or export of Customer Data.

  • Retention and deletion of information.

  • Revocation of user accounts, credentials, tokens, and integration access.

  • Confidentiality and other surviving obligations.

  • Transition assistance where agreed or legally required.

23.6Data export and transition

For enterprise services, the parties should agree on the format, scope, timing, fees, and method for exporting Customer Data and relevant records at the end of the service.

Transition assistance may include data exports, technical documentation, reasonable cooperation with a replacement provider, and support for continuity of critical workflows, subject to the applicable agreement.

23.7Deletion and legal retention

Following the agreed export period, EternaX will delete or anonymise Customer Data in accordance with the applicable agreement and retention requirements, except where continued retention is legally required or otherwise lawfully justified.

Retained data must remain subject to appropriate safeguards and must not be used for unrelated purposes.

23.8Survival

Provisions that by their nature should survive expiry or termination will continue to apply, including applicable provisions concerning accrued payment obligations, intellectual property, confidentiality, data protection, liability, indemnities, dispute resolution, and records required to be retained by law.

24.Regulatory Cooperation and Audit

24.1Regulatory responsibilities

Each party remains responsible for its own legal and regulatory obligations.

A Customer that is a regulated financial institution remains responsible for the duties imposed on it by Applicable Law, including its governance, risk management, oversight, and regulatory reporting obligations, even where it uses a third-party technology provider.

24.2Audit and information requests

Where required by Applicable Law or expressly agreed in the enterprise contract, EternaX will provide reasonable cooperation, information, records, or access necessary to support a Customer's audit or regulatory obligations, subject to appropriate confidentiality, security, and third-party restrictions.

The scope, timing, process, and permitted frequency of audits should be documented in the applicable enterprise agreement.

24.3Regulatory access

Nothing in these Terms is intended to prevent a competent regulator or authority from exercising a lawful power of inspection, access, inquiry, or supervision.

The parties will cooperate with lawful regulatory requests in accordance with their respective obligations.

24.4Third-party and subcontractor oversight

Where EternaX uses subcontractors or service providers, the relevant enterprise agreement should establish appropriate requirements for confidentiality, security, risk management, and oversight.

The Customer's rights relating to subcontractor information, audit evidence, and regulatory access will be determined by the applicable agreement and Applicable Law.

24.5No blanket compliance certification

A statement that the platform supports a particular control, workflow, or regulatory process does not by itself certify that a Customer or its entire operating model complies with every applicable legal or regulatory requirement.

Customers must independently assess their compliance obligations and obtain appropriate professional advice where necessary.

25.Subcontractors and Service Providers

25.1Use of subcontractors

EternaX may use affiliates, cloud providers, technology vendors, infrastructure providers, and other subcontractors to deliver aspects of its services, subject to the applicable agreement and Applicable Law.

25.2Responsibility

EternaX remains responsible for the performance of obligations allocated to it under the applicable agreement, including any agreed responsibility for its subcontractors.

The use of a subcontractor does not automatically transfer EternaX's contractual obligations to the Customer.

25.3Restricted or sensitive services

Where a Customer's regulatory, security, or contractual requirements impose specific approval, notification, location, or oversight conditions for subcontractors, the parties will document and follow those conditions in the applicable agreement.

25.4Changes

Material subcontractor changes affecting a service may be addressed through the notice, objection, risk assessment, or change-management process specified in the applicable agreement.

26.Force Majeure

26.1Events beyond reasonable control

A party will not be liable for a delay or failure to perform an obligation to the extent directly caused by an event beyond its reasonable control that it could not reasonably have prevented or overcome.

Such events may include natural disasters, war, terrorism, civil unrest, epidemic or pandemic events, government restrictions, widespread infrastructure failures, major telecommunications outages, or other events meeting the applicable contractual standard.

26.2Exclusions

A party's financial difficulty, ordinary staffing issue, failure to maintain reasonable safeguards, or failure of a subcontractor that could reasonably have been managed will not automatically constitute a force majeure event.

The relevant agreement will determine the treatment of cyber incidents, third-party outages, and infrastructure failures according to their circumstances and the parties' obligations.

26.3Notice and mitigation

The affected party must notify the other party within a reasonable period, describe the expected impact where practicable, and take reasonable steps to mitigate the effects.

26.4Extended disruption

If a force majeure event continues beyond the period specified in the applicable agreement, the parties may exercise the termination, transition, or other remedies expressly provided in that agreement.

Pending transactions, data preservation, and continuity arrangements will be handled in accordance with the relevant service and regulatory requirements.

27.Notices and Communications

27.1Contractual notices

Formal notices under these Terms must be sent to the designated addresses or channels identified in the applicable agreement or the final published contact details.

A contractual notice must identify the sender, recipient, relevant agreement or service, nature of the notice, and any information required by the applicable contract.

27.2Electronic communications

Where permitted by law and the applicable agreement, notices may be delivered electronically to designated email addresses or through an agreed contractual portal.

A notice will be treated as received in accordance with the delivery and receipt rules specified in the applicable agreement and Applicable Law.

27.3Operational communications

Service alerts, incident updates, support responses, maintenance notices, and transaction notifications may be sent through email, platform notifications, APIs, or other agreed channels.

Customers are responsible for maintaining current contact details and monitoring the operational channels designated for critical communications.

27.4Marketing communications

Marketing and promotional communications will be handled in accordance with applicable law and the relevant privacy or communication preferences.

Customers may opt out of promotional communications where applicable. Opting out of marketing does not necessarily prevent the delivery of service-critical, contractual, security, billing, or legally required communications.

27.5Contact details

The final published document must identify the official contact details for legal notices, general enquiries, support, and security incidents. Different channels may be designated for different purposes.

28.Website Content, Links and External Materials

28.1Informational content

Website content may describe products, capabilities, use cases, integrations, and proposed workflows.

Such content is general information unless expressly incorporated into a binding agreement. Product capabilities, eligibility, and commercial terms may vary by customer and service configuration.

28.2External links

The website may contain links to third-party websites, tools, documentation, or services.

Those resources are controlled by their respective providers. EternaX does not automatically endorse their content or assume responsibility for their availability, accuracy, privacy practices, or terms.

28.3External content

Customers are responsible for evaluating third-party content and reviewing any applicable terms before using a third-party service.

Nothing in this section excludes liability that cannot lawfully be excluded.

28.4Product descriptions

If a product description conflicts with a signed order form or another applicable agreement, the order of precedence in the relevant agreement will apply.

29.Trademarks and Publicity

29.1EternaX marks

The EternaX name, logos, product names, branding, service marks, and associated visual identity are owned by or licensed to the relevant rights holder.

Except for any limited permission expressly granted in writing, you must not use these marks in a manner that suggests endorsement, sponsorship, partnership, or approval.

29.2Partner marks

Banking Partner, payment-system, regulator, government, and third-party logos remain the property of their respective owners.

Their display or use is permitted only where authorised and in accordance with the relevant branding and usage requirements.

29.3Publicity

Any public announcement concerning an enterprise relationship, implementation, integration, case study, or commercial arrangement must follow the publicity and confidentiality provisions of the applicable agreement.

29.4No implied endorsement

A reference to a bank, financial institution, payment system, government programme, or other organisation does not by itself imply that the organisation endorses EternaX or its products.

30.Changes to These Terms

30.1Updates

EternaX may update these Terms to reflect changes in its website, service offering, security practices, legal obligations, or business operations.

The updated version will identify the revised effective or last-updated date.

30.2Material changes

Where a material change affects an existing enterprise service, the notice and amendment provisions in the applicable agreement will govern.

EternaX will not rely solely on a website update to override a negotiated provision that requires a written amendment or the consent of both parties.

30.3Acceptance of changes

For general website use, continued use after a properly notified update may constitute acceptance only to the extent permitted by Applicable Law and the applicable notice process.

Where express acceptance is required, the user must provide it through the designated mechanism.

30.4Historical versions

EternaX may retain historical versions of its Terms for legal, audit, and recordkeeping purposes. The version applicable to a particular relationship will be determined under the applicable contract and relevant notice records.

31.Governing Law and Dispute Resolution

31.1Governing law

These Terms will be governed by the laws of India, without prejudice to mandatory legal requirements that apply to a particular activity or party.

31.2Good-faith discussions

Before commencing formal proceedings concerning a contractual dispute, the parties should attempt in good faith to resolve the matter through designated business and legal representatives, where appropriate and legally permissible.

This process will not prevent either party from seeking urgent interim relief or complying with a statutory or regulatory deadline.

31.3Jurisdiction

The courts at [Insert Agreed Jurisdiction, if legally appropriate] will have jurisdiction over disputes arising from these Terms, subject to applicable law and any valid dispute-resolution clause in the relevant enterprise agreement.

The final jurisdiction clause must be reviewed for enforceability and must not be assumed to override mandatory jurisdictional rules.

31.4Separate arbitration agreement

Where the parties agree to arbitration, the applicable contract must specify the arbitration mechanism, seat, venue where relevant, number and appointment of arbitrators, language, and other material terms.

No arbitration obligation should be inferred merely because these Terms refer to a separate agreement.

31.5Urgent relief

Nothing in this section prevents a party from seeking urgent injunctive or other interim relief from a competent court where legally available.

32.General Contractual Provisions

32.1Entire agreement

For the matters governed by these Terms, these Terms and any documents expressly incorporated into them constitute the applicable agreement, subject to any separate enterprise agreement and its order-of-precedence clause.

A negotiated agreement may supersede these Terms for the services it specifically governs.

32.2Order of precedence

Where the parties have entered into multiple documents concerning a service, the following order should apply unless the applicable signed agreement specifies otherwise:

  • A specifically negotiated amendment or addendum addressing the disputed subject.

  • The applicable master services agreement.

  • The applicable product schedule, statement of work, or order form, to the extent it specifically governs the subject.

  • The applicable SLA, DPA, or security schedule for matters within its designated scope.

  • These Terms for matters not otherwise overridden by the foregoing documents.

  • General website descriptions and informational materials.

The parties must ensure that this order is reconciled with the actual structure of their executed documents. A signed agreement may expressly establish a different order.

32.3Amendments

A negotiated enterprise agreement may be amended only in accordance with its amendment provisions.

A website update will not automatically amend an enterprise agreement where the agreement requires a written amendment signed or otherwise validly accepted by authorised representatives.

32.4Assignment

Neither party may assign its rights or obligations under an enterprise agreement except as permitted by that agreement or with the required consent.

Any assignment must comply with Applicable Law and must not improperly compromise the other party's rights, confidentiality, data protection, or regulatory requirements.

32.5Independent parties

Unless expressly agreed otherwise, the parties are independent contracting parties. These Terms do not create a partnership, joint venture, employment relationship, agency, fiduciary relationship, or other legal relationship beyond the rights and obligations expressly agreed.

32.6No waiver

A failure or delay in exercising a right does not automatically constitute a waiver of that right.

A waiver must be interpreted in accordance with the applicable agreement and Applicable Law.

32.7Severability

If a provision is held invalid, unlawful, or unenforceable, it will be severed or limited to the minimum extent necessary, and the remaining provisions will continue to operate to the extent legally permissible.

The parties should replace the affected provision with a valid provision that most closely reflects the original commercial intent, where appropriate.

32.8Third-party rights

Except where expressly provided by the applicable agreement or Applicable Law, a person who is not a party to the relevant agreement does not obtain a contractual right merely because that person is referred to in these Terms.

32.9Cumulative remedies

Rights and remedies available under the applicable agreement may be cumulative to the extent permitted by law. A remedy will not be interpreted to permit double recovery for the same loss.

32.10Language

The English version of these Terms will govern unless the applicable agreement expressly provides otherwise or Applicable Law requires a different treatment.

32.11Interpretation

These Terms must be interpreted in good faith, taking into account their language, context, purpose, the applicable agreement, and Applicable Law.

Nothing in these Terms creates an obligation that is prohibited by law or grants a regulatory permission that a party does not hold.

33.Compliance, Ethics and Sanctions

33.1Legal compliance

Each party must comply with the laws and regulations applicable to its business and activities under the relevant agreement.

Customers must not use the platform in a manner that knowingly facilitates unlawful transactions, fraud, sanctions evasion, prohibited activity, or other violations of Applicable Law.

33.2Anti-bribery and corruption

The parties must comply with applicable anti-bribery and anti-corruption requirements and must not offer, authorise, solicit, or accept an improper payment or benefit in connection with the services.

33.3Sanctions and restricted activity

Where relevant to a service or transaction, the parties must comply with applicable sanctions, restrictions, and screening obligations imposed by law or by the relevant Banking Partner or payment system.

EternaX may restrict activity where required by a lawful instruction, applicable agreement, or reasonable risk-control process.

33.4Customer controls

Customers remain responsible for the policies, approvals, due diligence, and monitoring obligations assigned to them under Applicable Law and their own regulatory framework.

EternaX's provision of technology does not transfer the Customer's independent compliance responsibilities to EternaX.

34.Records, Logs and Audit Trails

34.1System records

The platform may generate records of user activity, configuration changes, instructions, approvals, transaction statuses, reconciliation outputs, settlement events, dispute actions, and other operational events.

The availability and retention of particular records will depend on the service configuration, applicable agreement, and retention policy.

34.2Evidentiary use

Where permitted by law, system records and electronic logs may be used to support operational investigation, audit, dispute resolution, and contractual administration.

Their evidentiary value will depend on the relevant circumstances, system integrity, applicable legal requirements, and the procedures used to create and preserve them.

34.3Customer retention obligations

Customers must independently assess their obligations to retain accounting records, transaction records, audit evidence, communications, regulatory reports, and other documentation.

The existence of an EternaX audit trail does not automatically satisfy every statutory or regulatory retention requirement.

34.4Access and export

Where supported and agreed, Customers may access or export relevant records through the platform or an agreed request process.

The format, retention period, export limits, and charges, if any, will be governed by the applicable agreement.

35.Security Testing and Responsible Disclosure

35.1Authorised testing

Customers and third parties must not conduct penetration testing, vulnerability scanning, load testing, or other security testing against EternaX systems without prior written authorisation and compliance with the approved scope.

35.2Responsible disclosure

A person who identifies a potential vulnerability should report it through the designated security contact and provide sufficient information for investigation.

The reporter must not exploit the vulnerability, access data without authorisation, disrupt services, or disclose sensitive findings publicly before the responsible parties have had a reasonable opportunity to assess and address the issue, subject to Applicable Law.

35.3Remediation

EternaX will assess reported vulnerabilities in accordance with its security processes and applicable contractual commitments.

The priority and timing of remediation may depend on severity, exploitability, affected systems, available mitigations, and operational risk.

35.4No implied testing permission

The existence of a website, public API, documentation page, or demonstration environment does not constitute permission to test or access other systems or data.

36.Insurance and Risk Management

36.1Insurance

Where an enterprise agreement requires insurance, the parties will maintain the specified policies and coverage limits for the agreed periods, subject to the availability of appropriate insurance and Applicable Law.

These Terms do not represent that EternaX maintains a particular policy, coverage amount, or insurance certification unless that information has been independently verified and expressly stated in the applicable agreement.

36.2Risk allocation

The parties should identify their respective responsibilities for operational risk, security incidents, transaction processing, data accuracy, third-party dependencies, fraud events, and continuity arrangements in the relevant enterprise contract.

The availability of a technology control does not automatically transfer the underlying business risk to the party supplying the technology.

37.Website Privacy, Cookies and Enquiries

37.1Website information

When you visit the website, submit a contact form, request a demonstration, download documentation, or communicate with EternaX, certain information may be collected and processed as described in the applicable Privacy Notice.

37.2Cookies and similar technologies

The website may use cookies or similar technologies for essential functionality, security, preferences, analytics, or other purposes, subject to applicable law and the published cookie or privacy notice.

Where required, appropriate notice and consent mechanisms must be provided.

37.3Enquiry submissions

Information submitted through a website enquiry form may be used to respond to the enquiry, evaluate a potential business relationship, arrange demonstrations, perform appropriate due diligence, and carry out related business communications, subject to the applicable Privacy Notice and law.

Submitting an enquiry does not automatically establish a customer relationship or guarantee that EternaX will provide a service.

37.4Recruitment and other purposes

Where the website supports recruitment or other distinct activities, the relevant privacy notice or terms may apply to those activities in addition to these general website Terms.

38.Customer Complaints and Escalations

38.1Operational complaints

Customers should raise service-related issues through the support or escalation channels identified in the applicable agreement.

A complaint should include sufficient details to identify the relevant service, incident, transaction reference where appropriate, dates, impact, and requested assistance.

38.2Complaint handling

EternaX will handle complaints in accordance with the applicable agreement, its relevant procedures, and Applicable Law.

Where the complaint concerns a Banking Partner, payment rail, or other third-party service, the matter may require referral to the relevant provider. EternaX may assist with coordination to the extent agreed.

38.3Regulatory grievances

Nothing in these Terms prevents a person from exercising a statutory right to approach a competent authority, court, regulator, or other legally available forum.

Any attempt to limit or waive such a right will apply only to the extent legally permissible.

38.4Designated contact

The final published version must include an appropriate contact for complaints or escalations and, where required by law or the applicable service, identify the relevant grievance officer or other designated person.

39.Special Conditions for Government and Institutional Customers

39.1Institutional use

Government bodies, public-sector organisations, financial institutions, and other institutional Customers may use the platform subject to their applicable procurement rules, internal policies, authorisations, and executed agreements.

39.2Hierarchies and delegated authority

Where the platform supports departments, branches, districts, schemes, merchants, vendors, beneficiaries, or other organisational hierarchies, the Customer is responsible for providing accurate configuration data and maintaining appropriate access and approval controls.

39.3Beneficiary and vendor records

Customers must validate beneficiary and vendor records and establish appropriate procedures for additions, amendments, deactivation, and verification.

EternaX's technology may support these workflows but does not independently verify every underlying legal entitlement or commercial relationship unless that verification is expressly included in the agreed service.

39.4Procurement and public statements

Any public statement concerning an institutional implementation must comply with the applicable agreement, procurement restrictions, confidentiality obligations, and publicity approvals.

39.5Additional contract terms

Government or institutional contracts may contain additional provisions relating to audit, data location, security, records, service continuity, procurement, dispute resolution, or termination. Such provisions will apply in accordance with the relevant agreement and Applicable Law.

40.Final Provisions and Contact Information

40.1Relationship to the Privacy Notice

These Terms should be read together with EternaX's applicable Privacy Notice. The Privacy Notice explains relevant information-handling practices, while these Terms establish the contractual conditions applicable to the website and services within their scope.

Where Customer Data processing requires a separate DPA or contractual schedule, that document must be executed or incorporated as appropriate.

40.2Product-specific terms

EternaX may publish additional terms for particular products, APIs, integrations, programmes, pilots, or third-party services.

Those terms will apply where they are validly incorporated into the relevant service arrangement and will be interpreted according to the applicable order of precedence.

40.3No implied commitments

No feature, service level, regulatory approval, integration, delivery date, financial outcome, or commercial commitment will be inferred solely from the existence of a website description or marketing statement.

The parties' binding obligations will be determined by these Terms and the other applicable contractual documents.