Terms of Service and User Agreement

Welcome to upiclick.com, the official website of Crypex IT Ltd, a company incorporated under the laws of the Republic of Seychelles, with its registered address at:

(hereinafter referred to as “UPIClick”, “Company”, “we”, “our”, or “us”)

These Terms of Service and User Agreement ("Agreement", "Terms") govern your access to and use of the services provided via this Site, including, without limitation, our Dynamic QR Code generation, transaction data aggregation, and analytics tools (collectively, the “Services”).

By accessing or using our Services, you (“User”, “Customer”, “you”) agree to be bound by these Terms. If you do not agree, do not access or use our Services.

1. Service Description

UPIClick provides software services designed to:

• Generate unique real-time QR codes for instant UPI payments.
• Aggregate transaction data from user-linked accounts for display, monitoring, and analysis.
• Provide a user-friendly interface for reviewing transactions and insights.

Transaction Information Collected

We collect and display the following per transaction:

• Date and time transaction
• Sender’s address
• Transaction ID
• Transaction amount
• Receiver’s address

We do not process payments or act as a payment gateway.

2. Account Access

We provide two modes of integration:

1. Sub-user access: You may provide read-only login credentials to your payment processor’s dashboard.
2. API access: You may provide API keys for access to limited transactional data.

You are solely responsible for ensuring secure and lawful access permissions. We do not store your credentials without encryption and only use them for purposes described in this Agreement.

3. Ownership of Content

All rights, title, and interest in and to the Site, Services, and associated intellectual property are and will remain the exclusive property of UPIClick and/or its licensors.You retain ownership over any data or documents submitted by you, but grant us a limited license to access, copy, process, store, and use such data solely for the purpose of providing the Services.

4. License

Subject to these Terms, and unless expressly approved in writing by UPIClick or its authorized representatives, UPIClick grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your personal use or internal business operations, where applicable. This license is granted strictly for purposes in line with these Terms and does not include the right to resell, distribute, or otherwise commercially exploit the Services unless explicitly permitted.

Your access to and use of the Services is conditioned upon your full compliance with these Terms and any applicable laws. Except for the limited rights expressly granted to you herein, UPIClick reserves all rights, title, and interest in and to the Services and its associated intellectual property.

Except as may be permitted by applicable law or with prior written approval from UPIClick or its authorized representatives, you shall not, and shall not permit any third party to:

• Copy, reproduce, modify, translate, adapt, or create derivative works based on the Services;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services;
• Rent, lease, sell, sublicense, assign, or otherwise transfer rights to the Services;
• Use the Services in a service bureau or similar model for the benefit of a third party;
• Circumvent, disable, or interfere with any security features, access controls, usage restrictions, or technological protection measures built into the Services;
• Use the Services for any commercial resale, redistribution, or deployment outside your own authorized business operations;
• Violate any third-party rights or applicable laws in connection with your use of the Services.

Any rights not expressly granted to you under this Section or elsewhere in these Terms remain the exclusive property of UPIClick.

5. Rights & Responsibilities of the User

Rights

• The User has the right to subscribe to any or all Services made available by the Company, as published from time to time on the Site.
• The User has the right to cancel, discontinue, or unsubscribe from any or all Services at any time. However, such cancellation shall not entitle the User to any refund for payments already made, unless otherwise expressly stated in a specific agreement.
• The User has the right to unsubscribe from promotional communications. This does not include transactional, security, or service-related communications, which are necessary for the proper delivery of Services.
• The User retains full ownership of the data and content submitted via the Services, as governed by Section 3, Ownership of Content.

Responsibilities

• The User is fully and solely responsible for all content, credentials, and data submitted to the Company. The Company will not be held liable for any third-party claims or disputes arising from content ownership, licensing, or intellectual property rights.
• The User affirms that all submitted data and content is free of viruses, trojans, malware, or any other malicious code that could compromise the security or functionality of the Site or Services.
• The User is solely responsible for maintaining the confidentiality of their login credentials and access tokens. Any activity carried out using the User's account — authorized or unauthorized — will be considered the responsibility of the User.
• The User agrees to promptly notify the Company of any suspected or actual unauthorized use of their credentials or any other breach of security.
• The User acknowledges that it is their responsibility to ensure they do not submit any confidential or proprietary content that they are contractually or legally restricted from sharing.

• The User agrees not to:

  • Upload, post, transmit, or otherwise make available any content that is unlawful, abusive, harassing, defamatory, vulgar, obscene, hateful, racially or ethnically offensive, or otherwise objectionable.
  • Harm or threaten the Company or any third party.
  • Impersonate any person or entity or falsely state or misrepresent their affiliation.
  • Transmit any proprietary or confidential information that the User is not authorized to disclose.
  • Infringe on the intellectual property rights of any party.
  • Distribute unsolicited promotional content including spam, pyramid schemes, or chain letters.
  • Introduce any form of malicious code, including viruses, spyware, or destructive scripts.
  • Interfere with or disrupt the Site, Services, or connected networks.
  • Violate any applicable laws or regulations, whether local, national, or international.
  • Harass, stalk, or unlawfully collect personal information about other users or third parties.
• The User must use only trusted, secure computing devices and networks when accessing the Site and Services. Use of public or shared devices is at the User’s own risk.
• The User will be solely responsible for any third-party claims, liabilities, or legal actions that arise due to their breach of these Terms or violation of applicable law.

6. Rights & Responsibilities of the Company

Rights

• The Company has the right to suspend, limit, or terminate access to Services in the event of suspicious activity, non-compliance, or any breach of these Terms by the User.
• The Company may refuse to offer Services if the User has not completed mandatory registration steps required for specific features or if eligibility requirements are not met.
• The Company reserves the right to update, modify, or discontinue any part of the Services or Site at its sole discretion.
• The Company reserves the right to send transactional, legal, and informational communications using the contact details provided by the User, regardless of promotional communication preferences.
• The Company may block or reject any content uploads that contain malicious or harmful code.

• If suspicious activity is detected in a User account, the Company may:

  • Terminate sessions,
  • Reset credentials, and
  • Notify the User immediately via available communication channels.
• The Company may use the name, logo, and publicly shared feedback of Users or their organizations for promotional, case study, or marketing purposes — without prior written consent.
• The Company may include and use third-party software or services as part of the Site or Services. Ownership of such third-party components remains with the original providers, and User access is limited accordingly.

Responsibilities

• The Company is responsible for maintaining the technical security and integrity of the Site and Services.
• The Company will strive to ensure the Services are available and functioning with minimal downtime and will notify Users in advance (when feasible) of scheduled maintenance or service interruptions.
• The Company will maintain and protect User data in accordance with applicable laws and the Company’s Privacy Policy.
• Once the Customer selects the preferred payment plan and amount, the Provider shall send the Customer a secure payment link and upon successful payment, the Provider shall ensure that a confirmation of payment is displayed to the Customer, together with details of the remaining balance or the available portion of the selected plan.
• The Company acknowledges and retains all intellectual property rights to the Site, its codebase, and Service features. Nothing in this Agreement constitutes a transfer or license of IP rights to the User, except where expressly granted.
• The Company ensures that any use of third-party software in its systems is properly licensed and complies with the terms of the original providers.
• The Company bears responsibility for complying with local data protection and cybersecurity regulations applicable to its operations.

7. Disclaimer

UPIClick acts solely as a facilitator providing Dynamic QR code generation services to help you initiate payment requests with ease. We do not operate as a payment gateway, nor do we process or settle payments.

All payments made via QR codes generated through our Services are processed and settled directly between you and your linked merchant account or payment processor. UPIClick is not a party to any payment transactions and assumes no responsibility for the processing, authorization, or settlement of such payments.

Accordingly, UPIClick shall not be liable for:

• Any fraudulent, unauthorized, or disputed transactions;
• Any restrictions, suspensions, or terminations imposed on merchant accounts by financial institutions or payment processors;
• Any errors, failures, interruptions, or delays caused by third-party services or infrastructure.

Users are encouraged to exercise due diligence and verify transaction details directly with their merchants or payment service providers.

8. Third Party Content & Services

Our Services may provide access to or display content, products, services, or links to websites operated by third parties (“Third Party Content”). This includes, but is not limited to, third-party merchant accounts, payment processors, software, and integrations.

We do not endorse, control, or guarantee the accuracy, integrity, security, or performance of any Third Party Content. Your use of Third Party Content is solely at your own risk. We disclaim any responsibility or liability for any loss, damage, or dispute arising from your interaction with or reliance upon such third-party content or services.

By linking your third-party merchant accounts to our Services, you acknowledge that UPIClick has no control over these accounts or the decisions made by third-party providers, including restrictions, freezes, or terminations. UPIClick shall not be liable for any consequences resulting from such actions.

Specific Notices:

• The BHIM UPI logo displayed on our site is a trademark of the National Payments Corporation of India (NPCI). UPIClick is not affiliated with or endorsed by NPCI and uses the logo solely to indicate compatibility with UPI-enabled apps and services.

9. Privacy and Consent

By using our Services, you consent to receiving communications from UPIClick regarding your account activity, transaction alerts, system updates, verification, fees, and promotional offers through any mode of communication, including email, SMS, or in-app messages.

You may unsubscribe from promotional communications at any time; however, you cannot opt out of receiving essential transactional and informational communications necessary for the delivery and operation of the Services.

By providing this consent, you agree not to initiate complaints, legal actions, or regulatory claims against UPIClick for sending such communications, which may be transmitted at any time, including outside of normal business hours. These communications may override any “Do Not Disturb” or similar preferences you have set with other service providers.

Additional Policies and Feedback

• Our Privacy Policy, available at www.upiclick.com/privacy-policy, governs the collection and use of your personal information. It is your responsibility to review and stay updated on our Privacy Policy.
• We may invite you to submit feedback or suggestions regarding our Services (“Feedback”). By providing Feedback, you grant UPIClick a perpetual, worldwide, royalty-free license to use, modify, reproduce, distribute, and display such Feedback for any purpose without obligation to you.

10. Term and Termination

This Agreement is effective for as long as you access or use our Services.We may terminate or suspend your access if you breach any Terms.

11. Indemnity

You agree to indemnify, defend, and hold harmless UPIClick, its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees, agents, representatives, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and legal costs) arising out of or related to:

• Your use or misuse of the Services and Service Content;
• Your breach or violation of these Terms, including any representations, warranties, or covenants herein;
• Your unauthorized access to or use of UPIClick’s systems or services;
• Any infringement or violation of any third party’s rights (including intellectual property rights) by you or through your use of the Services;
• Any content you publish or share that is defamatory, obscene, unlawful, or otherwise objectionable.

You shall promptly notify UPIClick in writing of any claim subject to indemnification and cooperate fully in the defense or settlement of such claim. UPIClick reserves the right to assume the exclusive defense and control of any matter subject to indemnification.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UPICLICK, ITS AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA, BUSINESS INTERRUPTION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES OR SERVICE CONTENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UPICLICK’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID TO UPICLICK FOR THE SERVICES IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

13. Representation, Warranties, and Covenants

By using the Services, you represent, warrant, and covenant that:

• You have all necessary rights and authority to disclose and grant access to any information shared with UPIClick through the Services.
• To the best of your knowledge, you will not introduce any software, programs, or components that could harm, disrupt, or impair the Services or any data processed therein.
• You will immediately notify UPIClick if you become aware of any harmful software or security vulnerabilities related to the Services.
• You will use the Services solely for the purposes expressly permitted under these Terms or any separate agreement with UPIClick.
• You will not use the Services to publish, transmit, or share content that infringes on third-party intellectual property rights or that is defamatory, obscene, slanderous, pornographic, or incites hatred or violence.
• You agree to indemnify UPIClick for any third-party claims arising from your breach of these representations or unauthorized use of the Services.
• You will maintain the confidentiality of your account credentials and are solely responsible for any activities conducted through your accounts.

You will comply with all applicable laws and regulations in your use of the Services.

• You acknowledge that certain Services may require you to complete registration or verification processes before use.

14. Jurisdiction and Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India.Any disputes, claims, or actions arising out of or in connection with this Agreement, including its validity, interpretation, breach, or termination, shall be subject exclusively to the jurisdiction of the competent courts located in Rajkot, India.The User expressly consents and agrees that a substantial part of the cause of action, if any, shall be deemed to have arisen in Rajkot, due to the Company’s registered office being located there and this Agreement having been executed partly in Rajkot.The User hereby waives any objection to the exclusive jurisdiction of the courts in Rajkot and agrees not to challenge such jurisdiction on any grounds.

15. Miscellaneous

Force Majeure: Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, labor disputes or disturbances, shortages or rationing of materials, riots, war, governmental actions, communication or utility failures, or other similar events.

Assignment: Neither Party may assign or transfer any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party.

Representation: The Parties acknowledge and agree that they enter into this Agreement based solely on the representations, warranties, and covenants expressly set forth herein, and not based on any other statements, whether oral or written.

Entire Agreement: This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior or contemporaneous agreements, understandings, representations, or communications, whether oral or written.

Relationship Between Parties: The Parties are independent entities. Nothing in this Agreement creates any partnership, joint venture, agency, employment, or fiduciary relationship between the Parties, nor authorizes either Party to act on behalf of the other.

Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable for any reason, the remaining provisions shall continue in full force and effect.

Modification: This Agreement may only be amended or modified by a written instrument duly signed by authorized representatives of both Parties. No oral or implied modifications shall be valid.

Rights and Remedies – Waiver: All rights and remedies under this Agreement are cumulative and may be exercised singularly or concurrently. Failure by either Party to enforce any provision shall not be deemed a waiver of future enforcement rights. The prevailing Party in any legal action enforcing this Agreement shall be entitled to recover reasonable attorney’s fees, court costs, and other related expenses.

Survival: Provisions that by their nature survive termination or expiration of this Agreement shall remain in effect following such termination or expiration.

Headings: Headings and subheadings in this Agreement are for convenience only and do not affect the interpretation of any provision.

Defined Terms: Terms defined within this Agreement shall be construed strictly and apply only within the context of this Agreement unless otherwise stated.

Notices:

• Any notice, instruction, or communication required or permitted under this Agreement shall be in writing.
• Notices to the User will be sent to the email address provided by the User.
• Notices to the Company must be sent to: [email protected]