Terms and Conditions

LAST UPDATED: [16th Oct 2024]

These Terms also include our privacy policy, available at (“Privacy Policy”), and any guidelines, additional terms, policies, or disclaimers in force and made available or issued by us from time to time. These Terms may be changed or updated by us over time, and the Terms, as amended, shall apply to you from time to time. You are advised to regularly review the most current version of these Terms available on the Platform.

These Terms constitute a binding and enforceable legal contract between Done, the App and a User (defined below) or any end user of the Services (collectively, “you”). You represent and warrant that you (a) have full legal capacity and authority to agree and bind yourself to these Terms, (b) are eighteen years of age or older, and (c) are an Indian resident. If you represent an entity, organization, or any other legal person, you confirm and represent that you have the necessary power and authority to bind such entity, organization, or legal person to these Terms.

By accessing and/ or using the Services, you agree that you have read, understood, and are bound by these Terms, and that you will comply with all the requirements hereunder. If you do not agree to all of these Terms or comply with the requirements herein, please do not access the Platform or use the Services.

SERVICES

The Platform enables a suite of solutions to allow small businesses such as vendors, merchants, and suppliers (collectively, the “Merchants”) registered on the Platform to digitally record and maintain a ledger of their daily credit/ payment transactions, such as in relation to the sale and purchase of goods and services with their respective customers (“Customers”), and simplifies credit account management for Merchants and their Customers. The platform on the other hand also facilitates the customers to make credit entries by themselves on the merchant’s listed on the platform. Thus, the customers have full control over the credit entry and no false or fake entries can be recorded by the merchant.

In addition, the Platform uses technology to facilitate transactions between Merchants and Customers and vice versa and uses data-backed insights to meet Users’ untapped needs. The Done platform facilitates seamless transactions between Merchants and Customers by leveraging technology and data-driven insights to address user needs. It enables Merchants to send payment reminders to their Customers and supports online payment collection through third-party payment service providers integrated with the platform (“Third Party Services”). These services allow Merchants to collect online send payment from their Customers, We then make payments to settle their obligations.

Done also provides the Merchants with an instant settlement service, whereby once a Customer makes a payment to the Merchant using Third Party Services integrated on the Platform, and the relevant third-party payment service provider confirms to Done that the Customer has successfully made the payment, Done then pays to the Merchant the relevant amount due from such Customer using Done’s own funds (subject to deduction of such commissions as may be communicated from time to time) (the settlement service/ mechanism described hereunder is hereinafter referred to as “Settlement”). Additionally, Done may introduce new features or services to enhance the platform from time to time. All functionalities, including the platform and the services described here, collectively form the “Services.”

Merchants and Customers are collectively referred to as “Users”. For the avoidance of doubt, a Merchant may be considered a Customer in certain transactions (and vice versa). For example, in a situation where the Merchant purchases goods and services from a supplier that are recorded on the Platform, the Merchant would be considered a Customer and the supplier a Merchant.

PROFILE & ACCOUNT CREATION

To avail the Services, a Merchant would be required to create a merchant profile on the Platform (“Profile”). In both the cases, the mobile number would be the default username which will require an OTP to register and login. In addition to setting up username and password to create the Profile, the Merchant will be required to furnish certain details, including but not limited to phone numbers and details of their businesses. The Merchant warrants that all information furnished in connection with its Profile is and shall remain accurate and true in all respect, and agrees that it shall promptly update its details on the Platform in the event of any change or modification.

The Merchant is solely responsible for maintaining the security and confidentiality of its account, and agrees to immediately notify Done in writing by emailing at help@mydone.in of any disclosure or unauthorized use of its Profile or any other breach of security with respect to its Profile.

The Merchant expressly agrees to be solely liable and accountable for all activities that take place through its Profile. Done shall in no manner be held liable for any unauthorized access to a Merchant’s Profile.

The Merchant agrees to receive communications from Done regarding: (i) information relating to transactions recorded on the Platform; (ii) requests for payment; (iii) information about Done and the Services; (iv) promotional offers and services from Done and its third party partners/ service providers, and (v) any other matter in relation to the Services.

KNOW YOUR CUSTOMER

Done may be required to undertake certain “know your customer” processes in relation to Users who intend to avail certain features of the Services. In this regard, Done from time to time shall require Users to upload information and documents that may be necessary to ascertain their eligibility to use certain features of the Services (“KYC Documents”).

The User authorizes Done, and any third-party service provider it may engage with, to process KYC Documents and ascertain its eligibility. Any processing undertaken by Done shall be in accordance with its Privacy Policy. The User agrees that it may be subject to additional terms of service in the event a third party processes information under this Clause. Further, in the event any additional information, data, or documentation is required to determine eligibility (collectively, “Additional Information”), the User hereby agrees to share such Additional Information promptly upon request, and further, authorities Done to process such Additional Information.

The User agrees and warrants to provide true, complete, and up-to-date KYC Documents and Additional Information. The User further acknowledges that (i) any false or misleading information provided in this regard shall constitute a material breach of these Terms, and (ii) its access to certain features of the Services may be limited or denied if it fails to share KYC Documents and Additional Information.

TRANSACTION INFORMATION

Merchants may upload information relating to transactions with Customers, including the sale of goods or services, costs, amounts paid and payable, and details of goods and services, on the Platform (such information is referred to as “Transaction Information”). However, these transactions are only for recording credit information at both the ends. Transaction Information may be exchanged between Merchants and Customers through telephonic calls, text message, WhatsApp, email, or other electronic mediums that would depend on the contact details of Merchants and Customers provided on the Platform.

At the time of creating or uploading the first Transaction Information with respect to a Customer, the Merchant shall inform such Customer of its use of the Platform to record such Transaction Information and Transaction Information related to future transactions and seek such Customer’s express consent in this regard and to:

The creation of a profile of the Customer on the Platform, which will require sharing such Customer’s phone number and contact details with Done;

receive communications from Done regarding: (A) information relating to their transactions recorded on the Platform; (B) requests for payment; (C) information about Done and the Services; (D) promotional offers and services from Done and its third party partners, and (E) any other matter in relation to the Services.

to use the transaction information and customer profile information for retrieval and use for the enhancement of Done's services including sharing any insights and summaries with other individuals or merchants without prior intimation to the customer

Should the Customer fail to provide consent, or withdraw consent, the Merchant shall immediately cease to use the Services in relation to that Customer.

DEFAULTERS INFORMATION

The Platform provides you a feature (“Feature“), which allows Merchants on the Platform to mark a customer as a defaulter from their records maintained on Platform (as part of the Services). Basis the transactional history of Customers provided by the Merchants through the use of the Services and the “Defaulter“ status marking made by the Merchants in relation to Customers, each Customer may be provided a rating indicative of their credit history and payments (“Rating“).

This is a sensitive feature for the merchants to use as they will not be able to remove the defaulter mark from that customer. However, the merchants can contact us and we shall look into the entire history between the customer and the merchant. On the basis of this evaluation, Done reserves the right to unmark a customer’s defaulter status. You agree that in such event you shall undertake the necessary steps and request Done’s customer service to unmark a Customer as a “Defaulter“, to ensure accuracy of records maintained on the Platform and the Ratings, and reliability thereof.

This Feature is complimentary to, and can only be used along with, the other Service provided by Done in relation to record keeping and maintenance of digital ledger of transactions on the Platform and can only be availed by the Merchants who are registered on the Platform and utilise the Services.

THIRD PARTY SERVICES

The Services may include services, content, documents, and information owned by, licensed to, or otherwise made available by a third party (“Third Party Services”) through integration on the Platform or contain links to Third Party Services that are not owned or controlled by Done. Users understand that Third Party Services are the responsibility of the respective third party that created or provided it and acknowledge that use of such Third Party Services is solely at their own risk, and you are advised to review the terms, policies and guidelines of such third parties in relation to the Third Party Services.

For avoidance of doubt, it is hereby clarified that Done has arrangements with third-party payment service providers who facilitate Third Party Services in the form of electronic payment solutions for Merchants registered on the Platform.

Done makes no representations and excludes all warranties and liabilities arising out of or pertaining to such Third Party Services, including their accuracy or completeness. Further, all intellectual property rights in and to Third Party Services are the property of the respective third parties.

YOUR RESPONSIBILITIES

The User represents and warrants that all information that is provided through or in relation to the Services is complete, true, and correct on the date of agreeing to these Terms and shall continue to be complete, true, and correct while the User avails the Services. Should any information that the User provides change during the existence of these Terms, the User undertakes to immediately bring such change to Done’s notice. Done does not accept any responsibility or liability for any loss or damage the User may suffer or incur if any information, documentation, material, or data provided to avail the Services is incorrect, incomplete, inaccurate, or misleading, or if the User fails to disclose any material fact.

The User shall be solely responsible for ensuring compliance with applicable laws, and shall be solely liable for any liability that may arise due to a breach of its obligations in this regard, including but not limited to all compliances under the Prevention of Money Laundering Act, 2002.

The User shall not use the Services on the Platform for facilitating, directly or indirectly, any transactions in relation to the prohibited list of goods and/ or services, as may be communicated by Done from time to time.

The User shall be solely responsible and liable for any liability that may arise due to incorrect details being entered for making of payments through the Services and/ or Third Party Services.

The User shall extend all cooperation to Done in its defence of any proceedings that may be initiated against it due to a breach of the User’s obligations or covenants under these Terms.

You agree not to exploit the Services or the Content in any unauthorized way whatsoever, including but not limited to, trespassing or burdening network capacity. You further agree not to use our Services or Content in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and You acknowledge and agree that Done is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using the Services. Notwithstanding any other remedies available to Done, You agree that Done may suspend or terminate Your use of the Services without notice if You use the Services or the Content in any prohibited manner, and that such use will be deemed a material breach of these Terms.

The User shall not use the Services in any manner except as expressly permitted in these Terms. Without limiting the generality of the preceding sentence, the User may not:

infringe any proprietary rights, including but not limited to copyrights, patents, trademarks, or trade secrets, of any party;

except as may be provided hereunder, copy, display, distribute, modify, publish, reproduce, store, transmit, post, translate, create any derivative works from, or license the Services;

use the Services to transmit any data or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;

use any robot, spider, other automated device, or manual process to monitor or copy the Platform or Services or any portion thereof;

engage in the systematic retrieval of content from the Platform or Services to create or compile, directly or indirectly, a collection, compilation, database or directory;

use the Services in (A) any unlawful manner, (B) for fraudulent or malicious activities, or (C) in any manner inconsistent with these Terms; or

violate applicable laws in any manner, including but not limited to the Prevention of Money Laundering Act, 2002.

You shall not make any commercial use of the Services or the Content or otherwise transfer for value the Services or the Content. You agree not to challenge Done’s rights in, or otherwise attempt to assert any rights in, the Services or any Content provided by other Users, except those rights explicitly granted under these Terms. You agree to use the Services and Content only as expressly permitted under these Terms.

OUR INTELLECTUAL PROPERTY

All rights, title, and interest in and to the Platform and Services, including all intellectual property rights arising out of the Platform and Services, are owned by or otherwise licensed to Done. Subject to compliance with these Terms, Done grants the User a non-exclusive, non-transferable, non-sub licensable, royalty-free, revocable, and limited licence to use the Platform and Services in accordance with these Terms and its written instructions issued from time to time.

Done may request Users to submit suggestions and other feedback, including bug reports, relating to the Platform or Services from time to time (“Feedback”). Done may freely use, copy, disclose, publish, display, distribute, and exploit the Feedback without any payment of royalty, acknowledgement, prior consent, or any other form of restriction arising out of the User’s intellectual property rights.

Except as stated in these Terms, nothing in these Terms should be construed as conferring any right in or license to Done’s or any third party’s intellectual rights.

TERM AND TERMINATION

These Terms shall remain in effect unless terminated in accordance with the terms hereunder.

Done may terminate a User’s access to or use of the Services, or any portion thereof, immediately and at any point, at its sole discretion if the User violates or breaches any of its obligations, responsibilities, or covenants under these Terms.

Upon termination under Clause 8(b):

the Services will “time-out”;

the User shall not be eligible to avail any features of the Services; and these Terms shall terminate, except for those clauses that expressly or are intended to survive termination or expiry.

Notwithstanding anything to the contrary contained in the Terms, upon termination of a User’s access to or use of the Services, all amounts or outstanding monies due by you in relation to your use of or access to the Services shall become immediately payable.

DISCLAIMERS AND WARRANTIES

The use of the Services is at your sole risk.

To the maximum extent permitted by applicable law, you expressly agree that Done shall in no event be liable for any direct, indirect, special, incidental, consequential or exemplary damages, including but not limited to damages for loss of profits, data and goodwill, arising out of the user or inability to use the services or the content, even if advised of the possibility of such damages. In particular, and without limitation, Done shall have no liability for any information stored or processed within the Services, including the costs of recovering such information. Your only right or remedy with respect to any problems or dissatisfaction with the Services, is to uninstall the Done applications and cease to use the Services.

Done shall not be liable for the validity, reliability or correctness of the content and information provided through and in connection with the use of the services. any use of the content and information obtained through the use of the services shall be at your own discretion and risk. Nothing in these Terms shall limit or exclude our liability for any liability that mandatorily cannot be limited or excluded by law, including any rights You may have as a consumer under mandatory consumer law.

You acknowledge and agree that Done is not responsible for nor facilitating the delivery or provisioning of any goods and/ or services that the Customers purchase from the Merchants in any manner whatsoever, through the Platform or otherwise. The service of delivering or providing the goods and/ or services to the Customers is completed directly and independently by the Merchants to their respective Customers, without any involvement in any manner of Done, and to this extent, Done makes no representations or endorsements and excludes all warranties and liabilities arising out of or pertaining to such goods and/ services provided by the Merchants. Done shall in no manner be liable or responsible for any deficiencies with respect to the delivery of the goods and/ or services of the Merchants.

You acknowledge and agree that the Payment Links generated by Merchants through the Platform are independent and entirely unconnected with the delivery and/ or provisioning of the goods and/ or services by the respective Merchants, directly to their Customers.

You acknowledge and agree that the Payment Links that are generated by you through the Platform are with respect to delivery versus payment transactions, whereby the goods and/ or services have already been delivered and/ or provided by you to your Customers.

You acknowledge and agree that Done is merely providing a Platform for enabling the supply of Payment Links by the Merchants on the Platform, which service is being provided by third-party payment service providers through integration of Third Party Services on the Platform, and to this extent, Done does not authenticate any information of users not registered on the Platform (and to whom Done does not provide any services) other than phone numbers (if and to the extent applicable). Done shall in no manner be liable or responsible, including but not limited to such users, with respect to transactions made using the Payment Links generated by the Merchants.

You acknowledge and agree that in providing the Instant Settlement service (described above), Done is not in any manner pooling the funds received from the Customers for subsequently transferring them on to the relevant Merchants after a period of time, through either the Platform and/ or the Services, and is instead providing instantaneous settlement to the Merchants of the amounts due from their Customers in advance from Done’s own funds

You acknowledge and agree that Done is not facilitating the Merchants to accept various payment instruments from their Customers for completion of their payment obligations or to connect the Merchants with acquirer banks in any manner, which service is instead being provided and facilitated through Third Party Services integrated on the Platform.

You acknowledge and agree that in providing the Instant Settlement service (described above), Done only disburses the settlement amount to the Merchant as a commitment or performance guarantee for the services offered through the Platform (for which a commission is charged by Done), and to this extent, Done is not providing any credit line nor underwriting any credit or risk of default to the Merchants, as the advance disbursal of the settlement amount under the Instant Settlement service is processed by Done only after receiving a confirmation from the relevant third-party payment service provider of the Customer’s payment.

You acknowledge and agree that Done or third party payment service providers may withhold, suspend or forfeit the settlement of any amounts to be paid to you, on account of your access or use of the Services in a manner which is in contravention with these Terms, including but not limited to cases of fraudulent transactions, and may additionally impose a penalty on the User in such instances.

You acknowledge and agree that Done shall not be held responsible for any delay or failure to comply with any obligations under these Terms if the delay or failure arises from any cause which is beyond our reasonable control.

You acknowledge and agree that Done is not engaged in the provision, grant, or disbursement of any financial product. Done is not and will not be responsible for any claim or for any damages suffered that are related, directly or indirectly, to or arise out of the use of financial products.

Done is only a technology platform service provider and: is not registered with the Reserve Bank of India;

does not hold any licence to engage in any activities relating to financial products; and

is not a financial institution under the Companies Act, 2013 or the Banking Regulation Act, 1949 or any other laws for the time being in force in India; and

To the extent permitted by applicable law, the Services are provided on an “as is” and “as available” basis. Done does not warrant that operation of the Services will be uninterrupted or error free or that the functions contained in the Services will meet your requirements.

You hereby accept full responsibility for any consequences that may arise from your use of the Services, and expressly agree and acknowledge that Done shall have absolutely no liability with respect to the same.

Done does not store any kind of your payment details like debit card/credit card number, bank account number etc.

To the fullest extent permissible by law, Done, its affiliates, and its related parties each disclaim all liability to you for any loss or damage arising out of or due to:

your use of, inability to use, or availability or unavailability of the Services, including any Third Party Services;

the occurrence or existence of any defect, interruption, or delays in the operation or transmission of information to, from, or through the Services, communications failure, theft, destruction or unauthorised access to Done’s records, programmes, services, server, or other infrastructure relating to the Services; or the failure of the Services to remain operational for any period of time.

Notwithstanding anything to the contrary contained herein, neither Done nor any of its affiliates or related parties shall have any liability to you or any third party for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under, directly or indirectly, or relating, in any manner whatsoever, to these Terms or the Services. To the maximum extent permitted by law, you agree to waive, release, discharge, and hold harmless Done, its affiliated and subsidiary companies, its parent companies, and each of their directors, officers, employees, and agents, from any and all claims, losses, damages, liabilities, expenses and causes of action arising out of the Services.

INDEMNITY

You shall fully indemnify, assume defence or participate in the defence at Done’s option at your sole liability and cost, and hold Done, its parent companies, subsidiaries, affiliates, and their officers, associates successors, assigns, licensors, employees, directors, agents, and representatives, harmless from and against any claim, demand, lawsuits, judicial proceeding, losses, liabilities, damages and costs (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) due to or however arising directly or indirectly out of your access to or use of the Services, or any third party claim arising directly or indirectly out of your access to or use of the Services, including but not limited to, as a result of:

Breach, violation or non-performance of any of the provisions under these Terms or obligations hereunder;

Any negligent act or omission, or willful default or misconduct, or fraud committed;

Any penalties, fines, charges, levies imposed by any legal/ regulatory authorities/ other parties on account of any reason attributable to you; or Any infringement by any third party who may use your account with Done.

You further agree that in the event a third party payment service provider withholds or forfeits any amounts to be paid to Done, on account of any reason attributable, directly or indirectly, to your access to or use of the Services, and in contravention of these Terms, then you shall be liable to refund such amounts to Done that may have been settled to your account in advance by Done using its own funds under the Instant Settlement service. You also agree that in such cases, Done shall be entitled to adjust or set-off any such dues against any future payments to be made to you.

CONSENT TO USE DATA

You agree that Done may in accordance with its Privacy Policy collect and use your information and technical data and related information.

Done may use information and data pertaining to your use of the Services for analytics, trends’ identification, and purposes of statistics to further enhance the effectiveness and efficiency of the Platform.

Subject to applicable laws, Done may be directed by law enforcement agencies or the government and related bodies to disclose data in relation to Users in connection with criminal proceedings. You understand and agree that in such instances, Done shall have the right to share such data with relevant agencies or bodies.

MODIFICATION

Done reserves the right at any time to add, modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without cause. Done shall not be liable for any such addition, modification, suspension or discontinuation of the Services.

JURISDICTION, GOVERNING LAWS, AND DISPUTE RESOLUTION

These Terms shall be governed by and construed and enforced in accordance with the laws of India. Subject to other provisions in this Clause, courts in Gurugram, Haryana shall have exclusive jurisdiction over all issues arising out of these Terms or the use of the Services.

Any controversies, conflicts, disputes, or differences arising out of these Terms shall be resolved by arbitration in Gurugram in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which is deemed to be incorporated by reference in this Clause. The tribunal shall consist of 1 (one) arbitrator appointed by Done. The language of the arbitration shall be English.

The parties to the arbitration shall keep the arbitration confidential and not disclose to any person, other than on a need to basis or to legal advisors, unless required to do so by law. The decision of the arbitrator shall be final and binding on all the Parties hereto.

Each party to the arbitration shall bear its own costs with respect to any dispute.

MISCELLANEOUS PROVISIONS

Modification – Done reserves the right at any time to modify these Terms and to add new or additional terms or conditions on use of the Services. Such modifications and additional terms and conditions will be communicated to you and, unless expressly rejected (in which these Terms shall terminate), will be effective immediately and will be incorporated into these Terms. In the event you refuse to accept such changes, these Terms will terminate.

Severability - If any provision of these Terms is determined by any court or other competent authority to be unlawful or unenforceable, the other provisions of these Terms will continue in effect. If any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the clause, in which case the entirety of the relevant provision will be deemed to be deleted).

Assignment - You shall not licence, sell, transfer or assign your rights, obligations, or covenants under these Terms in any manner without Done’s prior written consent. Done may grant or withhold this consent in its sole discretion and subject to any conditions it deems appropriate. Done may assign its rights to any of its affiliates, subsidiaries, or parent companies, or to any successor in interest of any business associated with the Services without any prior notice to you.

Notices - All notices, requests, demands, and determinations for Done under these Terms (other than routine operational communications) shall be sent to help@mydone.in.

Third Party Rights - No third party shall have any rights to enforce any terms contained herein.

You shall indemnify and hold harmless Done, Done Entities, its owner, licensee, affiliates, subsidiaries, group companies (as applicable) and their respective officers, directors, agents, and employees, from any claim or demand, or actions including reasonable attorneys' fees, made by any third party or penalty imposed due to or arising out of Your breach of this Terms of Use, privacy Policy and other Policies, or Your violation of any law, rules or regulations or the rights (including infringement of intellectual property rights) of a third party.

Termination

You agree that Done at its sole discretion may terminate Your contract without prior notice and restrict your access to Done application if We determine that your have violated the terms of use and You consent that in case Done suffers losses, not limited to monetary losses, due to Your actions, We can take injunctive relief as deems necessary within the said circumstances. We may also suspend services or terminate Your contract in case of violation of User conduct of Done Platforms as defined by Done and Done entities.

You may note that Done shall retain your registration information, VPAs, transactional information or any other information that We are permitted to store as permitted under the UPI Payment System for the duration as specified in regulations or notified by NPCI from time to time even after termination of contract.

Governing Law

This agreement and the rights and obligations thereunder and the relations of the parties and all matters arising under or in connection with this Terms of Use, including the construction, validity, performance or termination thereunder, shall be governed by and construed in accordance with the laws of the Republic of India. The courts in Gurugram, Haryana shall have exclusive jurisdiction over all matters connected with the Services.

Disclaimers

We endeavor to execute and process transactions as per the defined process, however, We shall not be held responsible for any non-responsiveness, delay, failure of systems or any other circumstances that might not be in our control.

Your transaction records and other logs maintained with Us shall be final and binding as a proof of this facility and transactions.