These Terms of Services ("Terms of Services")shall serve as an agreement that sets forth the terms and conditions which will govern the use and participation of the Parties in the discounting/ early payment of invoices of Suppliers by either Buyers or multiple lenders ensuring end to end transaction management services provided on and through i2c.escrowpayindia.com (“I2C” “Website”) powered by leading Corporate(s) through Trustmore Technologies Private Limited (“Trustmore”). By selecting to use the Facilitation Services, Account or the Website (as defined hereunder) the Parties have indicated their acceptance of these Terms of Services and their intent and agreement to be bound by them. If any Party is unwilling to agree to these Terms of Services, the Party shall immediately discontinue further use of the Facilitation Services, Account or the Website. If any Party uses any Facilitation Service(s), it shall be bound by the Terms of Services as set forth below:

1. The Buyer, Supplier and the Lender, (individually referred to as “Party” and collectively referred to as “the Parties”) by use of their respective Account and/or the Website (hereinafter referred to as the “Agreement”), have agreed to avail the Facilitation Services subject to and as per the Terms of Services and Terms of Use.
2. For purpose of this Terms of Services:
   1. “Agreement” shall have the meaning as assigned to it in Para 1 herein;
   2. “Assets”/ “Goods”/ “Services” means any items, materials and consumable substances which are sold/ supplied by a Supplier to a Buyer against an Invoice;
   3. “Buyer” shall mean any entity willing or agreeing to buy any Assets, Goods or Services from a Supplier for cash or on agreed credit terms;
   4. “Business Hours” shall mean the hours between 10.00 a.m. and 6.00 p.m. on a Business Day;
   5. “Bank Account” shall mean a current account of any Party maintained with a scheduled Bank;
   6. “Credit Note” shall mean a confirmatory note from the Supplier for discount on the invoice value of an invoice;
   7. “Delivery” means acceptance of supply of any Assets, Goods or Services from a Supplier by a Buyer;
   8. “Discount” means the lower or reduction in the sale price of a Assets, Goods or Services provided by the Supplier to a Buyer, due to Early Payment of the Invoice;
   9. “Early Payment” “Discounting” means payment to the Supplier by Buyer for any invoice before its due date.
   10. “Facilitation Services” shall have the meaning as assigned to it in Para 3 herein;
   11. “Invoice2Cash”, “I2C”, “Platform” shall mean Trustmore Technologies Private Limited, a company registered and incorporated under the provision of Companies Act, 2013 having its registered office located at 16th floor, Tower B, Emaar Digital Greens, Sector 61, Gurugram 122098, Haryana, India. Email: care@itrustmore.com;
   12. “Invoice” shall mean the bill(s) raised by any Supplier to any Buyer against supply of Assets, Goods or Services, more specifically described to in the said Invoice;
   13. “Invoice Value” shall mean the total consideration of the invoice including applicable taxes;
   14. “KYC Verification” shall mean the verification by matching of Proof of Identity and the Proof of Address of any Party with the government records through manual or electronic means directly or through authorized vendors;
   15. “Lender” shall mean any scheduled commercial Bank, Financial Institution, registered NBFC which provides a short term bridge loan on interest against the receivables of the Invoice from the Buyer;
   16. “Losses” shall have the meaning as assigned to it in Para 5 herein;
   17. “Party” or “Parties” shall have the meaning as assigned to it in Para 1 herein;
   18. “Platform Fees” shall mean to be the fee charged by I2C for providing the Facilitation Services as defined in Para 3 herein;
   19. “Rejection of Assets/ Goods / Services” shall mean partial or full rejection of delivery of Assets, Goods or Services by the Buyer due to any reason including quality, quantity or wrong products etc.
   20. “Supplier” shall shall mean any entity willing or agreeing to supply any Assets, Goods or Services to a Buyer for cash or on agreed credit terms;
   21. “Terms of Use” shall mean the document on Website that contains the terms and conditions agreed upon at the time of registration by the Buyer / Seller/ Lender, as well as other terms and conditions of the transaction, Facilitation Services, transaction contemplated, including but not limited to, these Terms of Services.
   22. “Transaction” shall mean the Early Payment/ Discounting offer of the Invoice Value of a particular Invoice by the Buyer or a Lender, its acceptance thereof by the Supplier by providing requisite Credit Note and transfer of funds by the Buyer or a Lender to the Bank Account of the Supplier.
   23. “Website” shall mean i2c.escrowpayindia.com, including all sub domains, or any other website launched in future by Trustmore for these services.
3. Description of the Facilitation Services - The Website provides a DIY cloud based secure platform for Buyers and their Suppliers for discounting/ early payment of invoices of Suppliers by either Buyers or multiple Lenders ensuring seamless and user friendly Technology and end to end transaction management services. I2C only acts as a bridge/ technology provider for ensuring a seamless and user friendly experience for all Parties.
   The following Facilitation Services will be provided to the Parties and limited to:
   1. facilitation of proposed discounting/ early payment of invoices of Suppliers by either Buyers or multiple Lenders, by submitting:
      1. Online KYC verification of all Parties
      2. E-sign facility for Parties to electronically sign all documents
      3. Facility to Accept, Hold, Release or Refund Advance, balance consideration, Interest to Lender(s), Platform fees etc (“Escrow Funds”) through a secure, neutral escrow account I association with Escrowpayindia.com
      4. Facility to apply for other services like Loans, Insurance policies etc. for all Parties, their employees, partners, associates, vendors etc.
      5. Any other service/document which I2C will add from time to time.
   2. Obtaining photocopies / scanned copies of documents from all the Parties pertaining to Assets, Goods or Services in relation to a transaction on the Website, and
   3. Provide a statement of account (SOA) of each transaction to all respective Parties on the Website.
4. Limits on the Facilitation Services - The Facilitation Services are only available for lawful assets, goods and services transactions and transactions not otherwise excluded or prohibited under any applicable law for the time being in force. Only Parties registered on the Website may use the Facilitation Services.
5. Prohibited transactions – Parties shall not utilize the Website or the Facilitation Services in connection with any transaction that is illegal or involves any illegal items, or is for any unlawful purpose under any applicable laws. In addition, I2C, in its sole discretion, may refuse to complete any transaction that I2C has reason to believe is unauthorized or made by someone other than the Parties, may violate any law, rules or regulations, or if I2C has reasonable cause not to honor it. Each Party agrees to indemnify and hold I2C, its Directors, Employees, partners, vendors, service providers etc. harmless from all suits, costs, claims, proceedings counterclaims, actions, losses, damages, liabilities, demands, expenses (including, without limitation, attorney’s fees and court costs) whatsoever (“Losses”) resulting from any use or attempted use of the Facilitation Services in violation of the Terms of Services.
6. Rejection or Delay in Payment - I2C shall not be liable, in any way, for any Losses that any Party or any Third Party may suffer due to the Buyer delaying or not completing the transaction or if any Lender fails to honor any credit or debit to or from the Bank Account of the Buyer/ Supplier.
7. Rejection of Assets. Goods or Services - I2C shall not be liable, in any way, for any Losses that any Party or any Third Party may suffer due to delays in delivery of any Assets, Goods or Services (in part or in full) by a Supplier or its partial or full rejection, post delivery by the Buyer.
8. General Conditions of Use – Any Party arriving at the Website through entities linked and/or integrated with I2C or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), authorizes such third party to transfer relevant data to I2C to facilitate the transaction. The Parties represent and warrant that all information provided to I2C or to such third party will be true, accurate and complete.

9. Obligations of Supplier(s) - Each Supplier must, on a daily basis, check the updates from the Buyer and bid for the maximum discount suitable to them. Supplier is under No obligation to accept the Buyer’s bid. Supplier will also designate a Bank Account to which payment shall be made by the Buyer for a particular transaction.

   Each Supplier authorizes the Buyer or a Lender and their authorized agents to initiate credit entries to such Suppliers’ account for payment of the invoice of the Assets, Goods or Services after accounting for the Discount for Early Payment. On the Buyer agreeing to Early Payment of any invoice, the respective Supplier shall provide to the Buyer the necessary Credit Note.

10. Obligations of Buyers -The Buyer must on a daily basis update the amount of funds available for discounting and the rate of discount in %. Buyer shall also designate a payment mechanism and a bank account from which the Invoice Value of the Assets, Goods or Services and Platform Fees will be remitted into the Bank Account of the Supplier and I2C. Depending on the amount of the transaction, Buyer will remit the necessary funds via various methods, which may include Real Time Gross Transfer (RTGS), National Electronic Fund Transfer (NEFT), Immediate Payment Service (IMPS), cheque, pay order / demand draft or wire transfer. CASH PAYMENTS ARE NOT ALLOWED.

    In the case of wire transfers, Buyer will initiate the wire to the Supplier bank Account within 24 hours from the time of acceptance of Early Payment on a discount by Supplier.

11. Platform’s Responsibilities:
    1. I2C shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct.
    2. I2C shall not be responsible or liable to conduct any due diligence of the Assets, Goods or Services or the underlying Invoice or Invoice Value. Buyer shall be solely responsible to conduct the due diligence of the Assets, Goods or Services to his/her/its satisfaction before accepting any Invoice for Early Payment.
    3. I2C may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or believed by it to have been signed by any of the authorized signatories of a concerned Party or signed by or on behalf of a Party indicated as the sender or signatory thereof. I2C shall not be bound in any such case to call for further evidence, or to make any inquiry or investigation regarding its genuineness or be responsible for any Losses or inconvenience that may be occasioned by its failure to do so.
    4. Cancelling a transaction - In I2C’s sole discretion, I2C may cancel any transaction if any Party to a transaction fails to agree on the terms as given hereunder, Terms of Services and/or Terms of Use.
    5. Statements, Verification - The Parties agree that all disclosures and communications regarding any transaction and the Facilitation Services shall be made by e-mail or through digital means on the Website.
    6. Digital Identification - The Parties understand and agree that I2C will create, issue, and verify a digital identification (a "Digital ID") for each Party. This Digital ID is attached to each accepted electronic document and notification e-mails. The Parties agree that their Digital ID is a valid electronic signature.
    7. Fees - Buyer/Supplier/ Lender agree to pay the Platform Fees for the Facilitation Services, as well as any other applicable taxes. Once paid, I2C fees are non-refundable, non-transferable and non-adjustable. I2C Platform Fees may change from time to time in I2C's absolute and sole discretion. The Parties agree that they shall bear all interest, tax, service tax, all other duties and charges (including stamp duty in connection with this Terms of Services) and taxes (of any description whatsoever) as may be levied from time to time by the Government or other authority in respect of or in connection with the services being rendered to the Parties under these Terms of Services.
    8. Security - The Parties agree and acknowledge that the Facilitation Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro. I2C will adopt such technical and non-technical security measures that it considers are appropriate to render the Facilitation Services and will make all requisite efforts to provide uninterrupted services subject to downtime and regular maintenance. However, I2C does not guarantee that such security measures cannot be subverted to gain unauthorized access.
    9. Disclaimers -

       The Parties expressly agree that their use of the Facilitation Services is at their own risk. The Facilitation Services are provided on a strictly "as is" and "as available" basis. I2C MAKES NO WARRANTIES WITH REGARD TO THE UNDERLYING TRANSACTION, ANY SERVICES OBTAINED BY PARTY THROUGH THE USE OF THE WEBSITE OR THE FACILITATION SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE.

       I2C expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. I2C shall not be liable or responsible for those warranties and representations, if any, offered by any Supplier or Buyer. No advice or information, whether oral or written, obtained by any Party from I2C or through the Facilitation Services shall create any warranty not expressly made herein.

    10. The Parties acknowledge and agree that I2C does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising there from, or any fraud or other crime facilitated thereby. In no event will I2C be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or for any circumstances beyond the control of I2C (including but not limited to, fire, flood, epidemics, pandemics or other natural disaster, acts of god, war, riot, strike, terrorism, lockdowns, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).
    11. In pursuance whereof the Parties agree that by executing the said Agreement, use of the Account and / or availing the Facilitation Services, the Parties are deemed to have agreed to these Terms of Services and are deemed to have represented and warranted that:
        1. All Parties have and shall on a continual basis obtain the necessary consents, licenses, approvals (including from Government Authorities) and necessary power, authority and the legal right to use the Website, the Account and agree to these terms and have taken all necessary actions required for the validity, enforceability and performance of their respective obligations and duties in terms hereof;
        2. These Terms of Services constitute the legal, valid and binding obligations of the Parties, enforceable against the Parties in accordance with applicable law;
        3. The entry into and performance by the Parties of its obligations /duties under these Terms of Services and any other document related hereto does not and will not violate, in any respect:
           1. any law, regulation, judgment, decree or order of any legislative, executive, judicial, quasi – judicial or regulatory authority (hereinafter referred to as “Government Authority”) having jurisdiction or control over the Parties;
           2. The organizational documents of the Parties; or
           3. Any document, contract or other undertaking to which any of the Parties is a party or which is binding on the either of them or any of its assets;
12. By availing the Facilitation Services, each of the Parties are deemed to have agreed, represented and warranted that:
    1. The role of the I2C shall be limited to such functions as expressly laid out herein or as indicated by the I2C specifically to the Parties or by the Parties to the I2C in accordance with the terms hereof;
    2. I2C, its Directors, employees, partners, vendors, service providers, Trustee and the Account Bank shall not be liable for any claims made by or arising against any of the Parties and/or any third parties, in relation to any duties, actions or obligations performed and/or rights or powers exercised by I2C and/or the respective Directors, employees, partners, vendors, service providers, Trustee and the Account Bank. The Parties also agree that the I2C shall not be liable to any Party or Third Party for any Losses that any Party or a Third party may suffer or incur either directly or indirectly as a result of the transactions contemplated herein and/or under the said Account;
    3. The Parties will not in any manner, by themselves or by any agent or representative or consultants appointed by them, voluntarily or involuntarily, portray or represent I2C, Trustee Company and respective Account Bank as a party to any such document entered into or understood to have entered into between the Parties; and
    4. The I2C can conduct business with the respective Account Bank in the normal course of the respective Account Bank’s business. The said Account Bank is under no obligation to disclose any details of such transactions to any of the Parties whatsoever.
    5. Each of the Parties shall, at any time and from time to time upon the request of the other Parties and / or I2C, promptly and duly, do or permit to be done all such acts and execute and deliver or permit the execution and delivery of any and all such instruments and documents as the other Parties and / or I2C, as the case may be, may consider necessary for the purpose of the Parties obtaining the full benefit of these Terms of Services.
    6. I2C shall, if by the terms hereof is unable to perform any act / take any action on or within Business Hours of a Business Day, then such action will be performed / taken by I2C on the immediate succeeding Business Day.
    7. Notwithstanding anything contrary contained herein, I2C may refrain from taking any action which in its opinion, would or might contravene any law in any relevant jurisdiction, and do all such things in its opinion to comply with all applicable laws. All Parties agree that I2C shall not be obliged to take any action if so directed by any Government Authority.
    8. The Parties will at all times maintain confidentiality regarding the contents of these Terms of Services and they shall not make any announcement to the public or to any third party regarding the arrangements contemplated herein without the prior written consent of I2C. However, I2C shall be free to disclose the contents of these Terms of Services and all information in relation to the Parties to its affiliates and subsidiaries and for the promotion of its business and if required with any Government Authority.
    9. All the notices and other communications required under these Terms of Services shall be in writing and:
       1. if delivered personally or by courier or if sent by registered mail, be deemed given upon delivery at their respective address provided for this purpose in the said Account submitted by the Parties to I2C or if to the I2C at the address provided for delivery of notices in para __ hereof; and
       2. if sent by e-mail, be deemed given on receipt of a confirmation but when sent to the e-mail as provided against I2C (marked to the attention of the person named therein).
       3. Any Party may, from time to time, change its address for the purpose of notices to that Party by giving a notice to I2C and the other Parties specifying a new address, but no such notice will be deemed to have been given until it is actually received by the other Parties and I2C.
13. The Parties shall jointly and severally from time to time, on demand by I2C, indemnify I2C and keep I2C, its employees, officers, directors, agents, representatives, partners, vendors, service providers etc. indemnified and saved harmless against any and all Losses which I2C may suffer / incur:
    1. in acting in its capacity as the Platform hereunder, including any claims for any taxes, payable by any of the Parties, which are made to I2C and/or any costs or expenses charged to it by any persons engaged by it in connection with the transactions herein;
    2. as a consequence of I2C relying upon any certificate, notice, demand, direction or communication, by whatever named called, signed by, or with the authority of a Party;
    3. in acting upon the provisions of the said Account, Terms of Use or any instructions received by it from the Parties in terms hereof; and/or
    4. as a consequence of any breach or misrepresentation by any Party.
    5. The indemnities contained in this clause shall survive the termination of the arrangement with I2C.
14. The Parties agree that notwithstanding anything contained in these Terms of Services, said Agreement and the Terms of Use, the aggregate liability of I2C to the Parties or any of them or any third party, for any action done or omitted to be done under or pursuant to these Terms of Services or for any breach of any covenant, shall at all times be limited to the Platform Fees actually received by I2C from the Parties. Provided however that I2C shall not be liable for any indirect or consequential loss or damage, or special or punitive or exemplary damages, or loss of profit, business, revenue, goodwill or anticipated savings to the Parties. All Parties further agree that I2C shall also not be liable for any Losses that are finally judicially determined to have resulted primarily from the negligence or infringing action of any of the Parties or any other person.
15. The obligations of I2C contained herein will be subject to any occurrence resulting in prevention from or delay or interruption in performing its obligations if such prevention, delay or interruption is due to any event beyond the reasonable control of I2C, including, without limitation, unavailability of any communication system, internet network issue, malware, virus attack, sabotage, fire, flood, pandemic, epidemics, lockdowns, explosions, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, changes in legislation, laws and/or Acts, order, notification, circular of any Government Authority, department, judgment, order, ruling etc., of any Court, tribunal, board, judicial authority etc., and other allied acts of regulatory nature then I2C shall not be deemed to be in default. I2C shall not be liable for any action or claim or Losses, from any party, arising out of its inability to perform the obligations for the reasons stated herein.
16. These Terms of Service shall, subject to the rights of the I2C to resign, remain in full force and effect until the said Agreement is cancelled / terminated in terms of the said Agreement.
17. I2C may, at any time, give notice of its intention to resign as Platform. If, within 10 (Ten) days of such notice, I2C has not received any notice from the Parties involved in a transaction that they have designated a substitute Platform (which notice shall identify the substitute Platform), I2C may discharge its duties under the said Agreement, Terms of Services and Terms of Use by handing over all Account related documents, Reports etc. received from the Parties, to the person designated by the Buyer or a court of competent jurisdiction, as required, and thereafter I2C shall be released from any and all duties, liabilities and obligations with respect to the transaction contemplated under the said Agreement.
18. I2C may suspend or terminate the Parties right to use the Facilitation Services at any time, without any notice for any reason in I2C’s sole discretion. Except as warranted by risk to the security, privacy or integrity of the Facilitation Services, I2C will attempt to provide all Parties with prior notice of the suspension or termination of the Facilitation Services by sending to the Parties an e-mail, but I2C is not obligated to do so. Each Party shall remain liable for all transactions initiated by it through the Website or by using the Facilitation Services.
19. These Terms of Services and the transactions contemplated herein shall be binding upon and inure to the benefit of each Party hereto and I2C and their successors and assigns. The Terms of Services shall not confer upon any person other than the Parties hereto and I2C, the benefit of any rights or remedies hereunder.
20. The Parties shall not assign or transfer all or any of its rights, benefits and obligations hereunder, without prior written consent of I2C. However, I2C may, at any time, assign or transfer all or any of its rights, benefits and obligations hereunder to any other Platform/ financial institution / bank / investment institution or any other person without any consent or approval whatsoever being required to be obtained from any of the Parties.
21. In case there is any inconsistency between these Terms of Services and any other mandate, writings, letters and documents, the provisions of these Terms of Services shall prevail.
22. If any provision of these Terms of Services is held to be illegal, invalid, or unenforceable under any present or future law such provision will be severable and these Terms of Services will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof and the remaining provisions of these Terms of Services shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or its severance here from.
23. Modification: I2C reserves the right to change or modify these Terms of Services, or any portion thereof, at any time, without prior notice. Each time a Party logs in to the Website or requests for any Facilitation Service the same will constitute such Party’s consent and agreement to the Terms of Services, as amended from time to time in I2C’s sole discretion, and evidence that Parties have read, understood and accepted the then applicable Terms of Service.
24. These Terms of Services, the transactions contemplated herein and the rights and obligations of the Parties and I2C are governed by, and shall be construed in accordance with the laws of India.
25. The Parties irrevocably agree that any legal action or proceedings arising out of these Terms of Services and in relation to the transactions contemplated herein and the rights and obligations of the Parties and I2C, shall be conducted in the Courts at Gurugram, Haryana and irrevocably submit themselves to the jurisdiction of that Court.
26. Any and all claims, disputes, questions or controversies involving the Parties and arising out of or in connection with or relating to these Terms of Service, or interpretation, validity, performance, breach or termination hereof shall be resolved by arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 and the rules made there under or any amendments made thereof. For the purpose of such arbitration, the dispute shall be referred to a sole arbitrator to be suggested by the Parties. The arbitration proceedings shall be conducted in English language and conducted at Gurugram, Haryana. The arbitral award shall be final and binding on the Parties.