Terms of Use for Receiving Indian Rupees

Wise Payments India Private Limited

Last updated: July 16, 2024

MERCHANT AGREEMENT / TERMS OF USE

You may go directly to any section by selecting the appropriate link provided. The headings are for reference only. Some capitalised terms have specific definitions in the Glossary. Underlined words in this Agreement contain hyperlinks to further information.

1. Welcome to Wise

2. Glossary

3. Who we are and how to contact us?

4. Who can use our Services?

5. Creating a Wise Account

6. Keeping your Wise Account safe

7. Your compliance obligations for availing our PA-CB Services

8. Terminating your Wise Account

9. How much will you pay

10. Currency Conversion

11. Receiving money

12. Reversals and chargebacks

13. Intellectual Property Rights

14. Wise App

15. Third Party Materials

16. Our responsibility for loss or damage

17. Our right to make changes

18. Complaints

19. Other important terms

General Information

1. WELCOME TO WISE

1.1 Agreement. This is the contract between you and Wise Payments India Private Limited, which defines the terms and conditions on which we provide our PA-CB Services (as defined in section 2 below) to you on a non-exclusive basis (“Agreement”).

This Agreement shall commence on the day you express your consent to it by virtue of your use of our App or Website and our Services therein, and shall continue to be in effect perpetually unless terminated in accordance with section 8 of this Agreement.

When using any other services apart from PA-CB Services, you may be doing business with a different Wise entity as listed here. In those cases, your money will be held in accordance with the regulations and licences applicable to such entity, as described here.

1.2 Other additional documents which apply to you. This Agreement refers to and incorporates by reference the following additional documents (“Additional Documents”), which also apply to your use of our Services:

(a) Our Privacy Policy, which sets out the terms on which we process any personal data we collect about you, or that you provide to us. By using our Services, you consent to such processing, and you promise that all data provided by you is accurate.
(b) Our Cookie Policy, which sets out information about the “cookies” on our Website.
(c) Our Acceptable Use Policy, which sets out the permitted and prohibited uses of our Services.

1.3 You should also be aware of our Wise Help Centre (“Help Centre”) which provides answers to common customer questions.

1.4 In case of any discrepancies between what is stated in this Agreement and what is stated in the Additional Documents and Help Centre, what is stated in this Agreement shall prevail.

In order to receive some of our Services, you may be asked to agree to additional terms and conditions (including those referred to in Section 1.5) which we will notify you about at the relevant time. For the avoidance of doubt, upon your use of any of our Services, you accept the last updated version of this Agreement.

1.5 Subject to the Services availed, you shall be governed by the applicable laws in a jurisdiction including any terms, conditions, policies, guidelines, code of conduct etc. imposed by the regulated entities that we have partnered with to provide the Services.

1.6 Future changes to this Agreement. Subject to Section 17, all future changes are incorporated into this Agreement (the “Customer Updates”). You shall be notified of the updated terms each time this Agreement is revised, and your use of the Services thereafter shall be deemed as your acceptance of the revised Agreement. In the event you do not accept the revisions to the Agreement, you agree and acknowledge that you will not use our Services.

1.7 You accept this Agreement. You accept this Agreement by accessing and using our Services via our Website or App, through a social media platform, or through an authorised third party. If you do not agree, you must not use our Services.

1.8 Where to get a copy of this Agreement. You can always see the most current version of this Agreement on our Website.

2. GLOSSARY

In this Agreement:

AD-1 Category Bank means an Authorised Dealer Category – I bank, as designated by the RBI.

App means the mobile application software where we offer our Services, the data supplied with the software and the associated media.

Applicable Deductions means all deductions to be made from the Export Payments prior to remitting the Settlement Amounts under this Agreement, as may be communicated by Wise or displayed on our website from time to time, and includes: (i) the Fees payable to Wise under this Agreement; (ii) applicable rates and charges, including for currency conversion, payout, eFIRC, goods and service taxes etc.; (iii) fees payable to Payment System Providers for facilitating the Transactions, including for eFIRC; (iv) all amounts that are required to be deducted under Applicable Laws (including Indian taxation laws); and (v) any other amounts that become due or owed to Wise (such as on account of reversal of any Transaction) under this Agreement.

Applicable Law means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to the Party or subject matter in question.

Business Account is the account for business to use our Services, including receiving Export Payments. You can have multiple business accounts in your Wise Account.

Business Day means a day other than a Saturday, Sunday or a public holiday in India when financial institutions in India are open for business.

Buyer means person(s) resident outside India who have purchased Products from you.

Chargeback means the person sending you the money has made a claim to their bank or payment provider that money was sent to you illegitimately, or the payment to Wise fails due to insufficient funds, account closed or any other reason.

Designated Account(s) means your bank account(s), as communicated by you to Wise in writing, and to which the Export Payments shall be transferred by Wise.

Exchange Rate has the meaning given in section 10.2.

Export Collection Account means the bank account maintained by Wise with an AD-1 Category Bank for collecting and remitting Export Payments for the underlying Transactions.

Export Payments means any money paid by a Buyer for your benefit for the purchase of any legitimate Product from you in accordance with the applicable laws and policies in India, and shall include any Fees, and all other charges, taxes, duties, costs, expenses in relation to the Product(s).

Fees has the meaning given to it in section 9.1.

FEMA means the Foreign Exchange Management Act, 1999 and the rules, regulations, guidelines and directions issued thereunder.

Intellectual Property means (i) rights in, and in relation to, any trademarks, logos, patents, registered designs, design rights, copyright and related rights, moral rights, databases, domain names, utility models, and including registrations and applications for, and renewals or extensions of, such rights, and similar or equivalent rights or forms of protection in any part of the world; (ii) rights in the nature of unfair competition rights and to sue for passing off and for past infringement; and (iii) trade secrets, confidentiality and other proprietary rights, including rights to know how and other technical information.

KYC Master Directions means the ‘Master Direction – Know Your Customer (KYC) Direction, 2016’, issued by the RBI on 25 February 2016, as updated from time to time.

Merchant Platform means the e-commerce platform on which Transactions are initiated by Buyers to purchase Products through the internet from you.

Notional Balance is the record of total Export Payments that we receive from your Buyers pending its transfer to you. This balance is not considered a prepaid payment instrument.

PA-CB means a payment aggregator – cross border that facilitates cross-border payment transactions for export and / or import of permissible goods and services in online mode in accordance with the PA-CB Regulations.

PA-CB Regulations means the circular on ‘Regulation of Payment Aggregator – Cross Border (PA – Cross Border)’ issued by the RBI on 31 October 2023.

PA-CB Services means the services provided by Wise as an online payment aggregator – cross border in partnership with an AD-1 Category Bank to facilitate the repatriation of Export Payments to you in India.

Payment Service Provider means and includes payment gateways, payment aggregators (both within India and outside India), financial institutions including AD-1 Category Banks, card schemes, payment instrument provider, software providers and other third-party service providers that participate in the facilitation / authentication of online payments for effecting the Transactions.

Personal Account is the account that allows individuals to use our Services. Each individual can only have one personal account in their Wise Account.

Products means all goods and / or services sold by you to the Buyers.

Reversal means the funds received by you are reversed for any reason.

Services means all products, services, content, features, technologies or functions offered by us and all related websites, applications (including the App), and services (including the Website).

Settlement Amount means the amounts settled by Wise with you for each Transaction, comprising of the Export Payments less all Applicable Deductions.

Third Party Materials has the meaning given in Section 15.1.

Transaction means export payment transactions undertaken by a Buyer for purchasing Products sold by you.

Wise Account means your Personal Account and all Business Accounts that you have registered with Wise under one email address. A Wise Account is only a virtual private account offered by Wise on its platform/Website/App for representational purposes and not a bank account nor a prepaid payment instrument.

Wise Account holder has the definition given in Section 5.6.

Wise Materials has the definition given in Section 13.1.

Website means any Wise webpage, including but not limited to www.wise.com, where we provide the Services to you.

3. WHO WE ARE AND HOW TO CONTACT US?

3.1 Our company information. Wise Payments India Private Limited is a company incorporated under the laws of India with Corporate Identification Number (CIN) U74999MH2016FTC274395 (“Wise”, “we”, “us”, or “our” as applicable).

3.2 Wise as a PA-CB. Wise operates as a PA-CB in India, and has obtained all requisite authorisation / registration from the Reserve Bank of India (“RBI”) in that regard. Wise, inter alia, facilitates Export Payments effected between Buyers resident outside India and merchants resident in India.

3.3 Our Registered office. Our registered office is Level 7, B wing, The Capital, G-Block Bandra Kurla Complex, Bandra (East) Mumbai, Mumbai City MH 400051 India. This office is for Wise employees only and is not accessible to customers.

3.4 How to contact us. You can contact us by email, web chat or telephone. Our contact details are provided on the Contact page of our Website.

4. WHO CAN USE OUR SERVICES?

4.1 You must be 18 years or over. If you are an individual, you must be 18 years or older to use our Services and by creating a Wise Account, you declare that you are 18 years or older. We may ask you at any time to show proof of your age.

4.2 You must operate a business that exports Products. When you sign up to use our Services, we will ask you for proof of your export business. You will not be able to receive any payments if you do not provide acceptable proof. We will also require you to provide details of your business, including but not limited to the type of entity operating the business, registered address, and type of business operated.

4.3 You must have authority to bind your business. You confirm that you have authority to bind any business or entity on whose behalf you use our Services, and that business or entity accepts these terms. We may ask you at any time to provide proof of such authority. If you do not provide proof of authority that is acceptable to us, we may close or suspend your Business Account.

Wise Account

5. CREATING A WISE ACCOUNT

5.1 Creating a Wise Account. To start using our Services, you must create a Wise Account and provide your details as prompted.

5.2 Information must be accurate. All information you provide to us must be complete, accurate and truthful at all times. You must update this information whenever it changes. We cannot be responsible for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information and/or provide additional supporting documents.

5.3 Security and customer due diligence checks. We are required by law to carry out certain security and customer due diligence checks on you in order to provide any Services to you. In some circumstances, we might need to also perform checks to any parties involved in your Transaction. You agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us, including checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Wise Account with us or in the event of a dispute relating to this Agreement or activity under your Wise Account. You agree we may disclose your name, residential address and date of birth to a credit reporting agency in order to obtain a credit report for these purposes.

5.4 Wise reserves the right to close, suspend, or limit access to your Wise Account or the Services in the event we are unable to obtain or verify your information.

5.5 Transacting on your own account. All activities under a Wise Account shall be deemed as activities carried out by you. You agree to only use the Services to transact on your own account and not on behalf of any other person.

5.6 One Wise Account per person or entity. You may open only one Personal Account and one or more Business Accounts. While each account might be linked to one Wise Account, each person or entity (each a “Wise Account holder”) is individually bound to the terms and conditions detailed in this Agreement.

5.7 You must use our PA-CB Services only to receive Export Payments. These Export Payments must be received for the purpose of any legitimate export of Products by you in accordance with the Applicable Laws and policies in India and our Acceptable Use Policy. Likewise, you must not use our PA-CB Services for personal purposes or other non-Export Payments related transactions.

6. KEEPING YOUR WISE ACCOUNT SAFE

6.1 When accessing your Wise Account, you should at the minimum do the following:

Change your password regularly and ensure that it isn't reused across other online accounts.
Contact Customer Support if anyone asks for your Wise Account login details, including your password.
Always follow recommended password management practices, including by using strong passwords, using a mixture of letters, numbers and symbols.
Set up 2-step authentication where prompted by us (for further instructions please refer to our Help Centre).
Keep your email account secure. You may reset your Wise Account Password using your email address. Let Customer Support know immediately if your email address becomes compromised.
Update the device's browser to the latest version available.
Maintain the device's operating systems with regular security updates provided by the operating system provider.
Install and maintain the latest anti-virus software on the device, where applicable.

6.2 You must NOT:

Disclose your Wise Account password or your customer reference number (which starts with the letter P followed by a series of numbers,) and you must keep them safe.
Let anyone access your Wise Account or watch you accessing it, including letting someone else take remote control of your device(s).
Use any functionality that allows your login details or passwords to be stored by the computer or browser you are using or to be cached or otherwise recorded.
Do anything which may in any way avoid or compromise the 2-step authentication process.

6.3 Contact us if you suspect your Wise Account has been compromised. If you suspect your Wise Account or other security credentials are stolen, lost, used without your authorisation or otherwise compromised, you must contact Customer Support immediately. You are also advised to change your password. Any undue delays in notifying us may affect the security of your Wise Account and also result in you being responsible for losses.

6.4 You shall be solely responsible for maintaining the security and confidentiality of your Wise Account. You agree and acknowledge that you shall be liable and responsible for any authorised or unauthorised activity that takes place through your account. Wise shall not be liable for any unauthorised access to your account. You further agree to defend, indemnify and hold harmless Wise from any claim in connection with any activity on your Wise Account.

6.5 Additional Wise products or services you use may have additional security requirements and you must familiarise yourself with those.

6.6 You are responsible for configuring your information technology, computer programmes and platform in order to access our Services. We cannot guarantee that our Services will be free from bugs or viruses.

6.7 You must not misuse our Services. You must not misuse our Services by introducing viruses, trojans, worms, logic bombs or other materials which are malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, our servers, computers or databases. You must not attack our Website with any type of denial-of-service attack. By breaching this provision, you may commit a criminal offence. We will report any such suspected breach to the relevant law enforcement authorities, and we will cooperate with those authorities, including by disclosing your identity to them. In the event of such a suspected breach, your right to use our Website and/or our Services will cease immediately.

6.8 Your use of our Services must not violate any applicable laws. You commit to us that your opening or use of a Wise Account or our Services does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.

7. YOUR COMPLIANCE OBLIGATIONS FOR AVAILING OUR PA-CB SERVICES

7.1 You must have made terms of services for your Products available to your Buyers. You must provide your terms of service in relation to your Products to the Buyer, clearly indicating the terms and conditions of the service and the timeline for processing of returns and refunds to Buyers, whether you enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, or otherwise.

Further, if you intend to enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, you must ensure that you have made the terms of service in relation to your Products publicly available on your Merchant Platform.

7.2 You must be PCI-DSS and PA-DSS compliant. If you intend to enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, you must have implemented appropriate measures on your Merchant Platform to demonstrate Payment Card Industry-Data Security Standard (PCI-DSS) and Payment Application-Data Security Standard (PA-DSS) compliance.

7.3 You must ensure the security and privacy of the Buyers’ data. You must ensure confidentiality of all information collected by you from the Buyers, whether you enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, or otherwise.

Further, if you intend to enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, you shall be solely responsible for any loss / theft of Buyer’s information or other data on the Merchant Platform, and shall bear all losses caused in this regard. In the event of any loss being caused as a result of the integrity of the link between the Merchant Platform and the payment mechanism offered by Wise being breached or not being maintained as stipulated by Wise, the loss shall be borne by you and you shall indemnify and keep indemnified Wise and any Payments Service Providers involved in providing the Services. You must also ensure compliance with any data breach reporting obligation under Applicable Law.

7.4 You must not save customer card data. If you intend to enable Transactions using the PA-CB Services on your Merchant Platform, either via offline or online means, you must not save customer card and such related data on the Merchant Platform. Further, you must not require your Buyers to provide any details of the accounts held by them with banks, including passwords, account number, PIN etc. in relation with any of the Transactions on your Merchant Platform.

8. TERMINATING YOUR WISE ACCOUNT

8.1 You may terminate your Wise Account at any time. You may terminate your Wise Account, which will end your ability to use our Services at any time by following the steps provided in our Help Centre.

8.2 Remaining funds may be subject to additional checks. After closure or deactivation of your Wise Account you may be subject to additional checks before Wise is able to return any of your funds held with us back to you.

8.3 You must not terminate your Wise Account to avoid an investigation. You must not terminate your Wise Account to avoid an investigation. If you attempt to terminate your Wise Account during an investigation, we may hold your money until the investigation is fully completed in order to protect our or a third party's interest.

8.4 You must provide assistance in enquiries / investigations. You must provide all the information and assistance as is required by Wise, including in relation to any enquiries / investigations initiated by governmental, judicial or quasi-judicial authorities.

8.5 You are responsible for your Wise Account after closure. You agree that you will continue to be responsible for all obligations related to your Wise Account even after it is closed.

8.6 We may end this Agreement at any time without giving any prior notice. We may, at any time, terminate this Agreement and close your Wise Account or any Services associated with it without giving any prior notice or reason for doing so.

8.7 We may suspend or Terminate your Wise Account without notice in certain circumstances. We may do this if:

(a) we suspect you have breached this Agreement or documents referred to in this Agreement;
(b) we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;
(c) we have reason to believe you are in breach of any applicable law or regulation; or
(d) we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.

8.8 We may suspend your Wise Account for security reasons. We may suspend your Wise Account or restrict its functionality if we have reasonable concerns about:

(a) the security of your Wise Account; or
(b) suspected unauthorised or fraudulent use of your Wise Account.

8.9 We will give you notice of suspension where possible. We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or immediately after, unless notifying you would be unlawful or compromise our reasonable security measures.

8.10 You cannot use the App if this Agreement ends. On termination for any reason all rights granted to you in connection with the App shall cease, you must immediately delete or remove the App from your devices.

9. HOW MUCH WILL YOU PAY

9.1 You must pay our Fees. You must pay the fees in connection with the use of our Services (“Fees”). We will not process your Transaction or provide any other Services to you until we have received the Fees from you.

9.2 You can see our Fee structure on the Pricing page. You can see our Fee structure on the “Pricing” page. For clarity, the Fees applicable to you as set out on the “Pricing” page forms part of this Agreement which may be subject to change as set out in section 17.

9.3 We can make deductions from your Notional Balance to realise amounts that you owe us. You agree that we are authorised to deduct our Fees, any applicable reversal amounts, or any amounts you owe us from your Notional Balance. If you don't have sufficient funds in your Notional Balance to cover these amounts, we may refuse to execute the relevant Transaction or provide any Services to you.

9.4 We can deduct penalties / fines imposed by Payment Service Providers. You agree that you will be liable to pay to Wise any penalty / fine imposed by a Payment Service Provider on Wise for reasons which are attributable to you, including but not limited to violation of Applicable Law and / or any rules, guidelines or standards which are prescribed by Payment Service Providers. Further, we expressly disclaim any liability for any amounts retained or deducted by the third party Payment Service Providers involved in facilitating the Transaction.

9.5 Taxes. You are responsible for any taxes which may be applicable to payments you receive, and it is your responsibility to collect, report and pay the correct tax to the appropriate tax authority.

10. CURRENCY CONVERSION

10.1 Our Services include the ability to convert currencies, as part of the repatriation of export proceeds in foreign currencies back to Indian Rupees ("INR”) in India to you. Transactions by any Buyer for purchase of Products shall be processed by Wise and such amounts shall be remitted into the Designated Account in INR. Where foreign currency conversion is required for a Transaction, we will apply the exchange rate on the date of the conversion as per Section 10.2.

10.2 Exchange rate. When we refer to an exchange rate in this Agreement, it means the exchange rate at the relevant time for the relevant currency pair (for example, GBP to INR, USD to INR) that is offered by Wise, which is typically provided by a reference rate provider. We may change our reference rate provider from time to time without notice to you.

10.3 For some currencies, we do not use the mid-market exchange rate, including where we are required to use a different reference rate for the exchange rate for your currency pair.

10.4 The applicable exchange rates. We will determine the applicable exchange rate for your Payment Request at the point we receive the funds from your Buyers. You can find the applicable exchange rate in your Wise Account and on your transfer receipt.

Receiving Money

11. RECEIVING MONEY

11.1 You can receive money under the PA-CB Regulations. If you are an export business, you are allowed to receive Export Payment into India through Wise under the PA-CB Regulations and any other associated guidelines / notifications issued by regulators.

11.2 Getting local collection account details.

Wise will provide to you local account details that your Buyers can use to send money directly to your Notional Balance using one or more methods, for example, bank transfer, credit cards or debit cards (in this Agreement, we will call these methods “Pay-In Methods”) which we support from time to time or provide to third parties to send money to you (“Account Details”). You understand and agree that in order to provide this facility, Wise would have to share your personal information to Wise’s group companies or respective bank partners in such jurisdictions to comply with local and correspondent regulations.
Pay-in Methods are not part of our Services, they are services provided by third party Payment Service Providers. The processing of payments will be subject to the terms and policies of such Payment Service Providers in addition to this Agreement. We shall not be liable for any error by any of the Payment Service Providers. In the event of any unsuccessful payments, the money so debited shall be credited back to the source account in accordance with the terms of the payment aggregator. We cannot guarantee the use of any particular Pay-in Method and we may change or stop offering a Pay-in Method at any time without notice to you.
We may change the Account Details given to you following the process set out in Section 17. You agree that Wise will not be held responsible for any activity involving Account Details that were changed in accordance with the terms of this Agreement, including where you do not provide updated Account Details to Buyers or other third parties.
If you provide these Account Details to a Buyer or a third party, you agree that you will not impose a surcharge or any other fee for accepting payment of funds to that account.

11.3 Creating a Payment Request.

You may set up your payment request (“Payment Request”) from your Wise Account for each payment by an overseas importer arising from the export of Products.
To set up a payment request via your Wise Account, you need to provide certain information to us including (a) the payment amount details, (b) the Buyer details, and (c) the relevant invoice for the export of goods or services. You must make sure that the information you provide when setting up a payment request is accurate.

11.4 Receiving funds and repatriation of Export Payments.

All funds received by us in the local collection account as mentioned in 11.2 (“Received Funds”) are funds representing the Export Payments to be repatriated to the Designated Account in India and are not funds held in a bank account or electronic money issued by us to you. You will not be allowed to withdraw or transact these Received Funds.
Once we receive the Received Funds, corresponding amounts in INR will be remitted to the Export Collection Account maintained by Wise in India.
Finally, the Settlement Amounts shall be remitted from the Export Collection Account to your Designated Account(s).
We will only process your payment request if we have received sufficient cleared Received Funds from your Buyer.
We may adopt such other manner for receiving funds and repatriating the Export Payments as may be prescribed by the RBI from time to time.

11.5 Settlement timelines.

We will remit the Settlement Amounts to the Designated Account(s) within such timeline as may be communicated by Wise to you from time to time.

However, we may withhold or delay the settlement of the Settlement Amounts to the Designated Account(s) till such time as Wise and / or any Payment Service Provider involved in facilitating the Transaction deem fit if:

(i) you and / or any third party commits any fraud or violates Applicable Laws;

(ii) Wise and / or any Payment Service Provider have reason to believe that a fraud has been committed on the Buyers and / or Wise and / or any Payment Service Provider involved in facilitating the Transaction;

(iii) you have excessive pending Chargebacks or poses high Chargeback and / or refund risks;

(iv) any governmental, judicial or quasi-judicial authority directs Wise and / or any of the Payment Service Providers to withhold any amounts relating to the Transactions; or

(iv) for any prudent reason as determined by Wise and communicated to you.

11. 6 Our right to reject Transactions. Wise and / or any Payment Service Provider involved in providing the PA-CB Services may reject processing of a Transaction, without any liability, for any reason whatsoever including but not limited to risk management or if the Transaction is or is suspected to be fraudulent. In all such events, Wise shall not be held liable for any losses suffered by you or any other third party.

12. REVERSALS AND CHARGEBACKS

12.1 The funds received may be subject to reversal. You acknowledge that the Received Funds may be subject to Reversal or Chargeback and that you are immediately liable to Wise for the full amount of the payment sent to you plus any fees if the payment is later invalidated for any reason.

12.2 Reasons for reversal of payments. Received Amounts may be Reversed by Wise, the person paying you the money or the payment provider, and / or may be liable to repayment to Wise if, without limitation, we have reason to believe:

If it was reversed by the person who paid you the Received Funds or any relevant Payment Services Provider.
The overseas importer requests a reversal due to your failure to discharge your obligations under the sale contract for export goods and services.
We could not verify your business information or information in the payment request satisfactorily or in time.
If the Received Funds were not cleared or sufficient to fulfil your payment request.
If Wise has reasonable grounds to do so for any other legitimate reasons, including but not limited to Regulatory directives or restrictions.
Any other error resulting in your account being credited in circumstances where you are not the lawful recipient and / or lawfully entitled to retain the Received Amount.

12.3 If the Received Amount is Reversed by the Buyer or any payment provider, you agree that Wise may refund or Reverse the Received Amount plus any applicable fees from your Notional Balance in the same currency as the original Transaction, and that in any event you are immediately liable to Wise for the full amount of the Received Amount sent to you plus any fees (including our Fee). If your Notional Balance is insufficient to cover the amount of a refund or Reversal, Wise may at their discretion perform a currency conversion in order to refund or Reverse the Transaction, subject to the exchange rate being offered by Wise in the applicable currencies at that time.

12.4 Chargeback Fees. If you receive a debit or credit card-funded payment through your Notional Balance and you (or a third party) pursue a chargeback for the Transaction with the card issuer, then you authorise Wise to apply a fee for facilitating the chargeback process and deduct the chargeback fee from your Notional Balance.

12.5 Negative Balance. If your Notional Balance goes into a negative amount, including as a result of a Chargeback, Reversal of a Transaction, deduction of Fees, any other error, or any other action carried out by you, that negative amount represents an amount you owe to Wise and you must repay the negative amount immediately without any notice from us. We may send you reminders or take such other reasonable actions to recover the negative amount from you, for example, we may use a debt collection service or take further legal actions. We may charge you for any costs we may incur as a result of these collection efforts. For more information, see “What happens if you owe us money?” in section 16.10.

Intellectual Property

13. INTELLECTUAL PROPERTY RIGHTS

13.1 All right, title and interest in and to any software (including without limitation the App, the Wise website, developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed, provided or made available by us or our affiliates to you, including content of the Wise website, and any and all technology and any content created or derived from any of the foregoing (“Wise Materials”) and our Services are the exclusive property of Wise and its licensors. The Wise Materials and Services are protected by intellectual property rights laws and treaties around the world. All such rights are reserved.

13.2 How you can use Wise Materials. While you are using our Services, you may use the Wise Materials only for your personal use and solely as necessary to enjoy our Services. Subject to your compliance with this Agreement and your payment of any applicable fees, Wise grants you a revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free limited licence to access and/or make personal use of the Wise Materials and Services. The licences granted by Wise terminate if you do not comply with this Agreement or any other service terms.

13.3 When you cannot use Wise Materials. Unless you have received written permission from us, you may not, and may not attempt to, directly or indirectly:

(a) use any of the Wise Materials for any commercial purpose or otherwise infringe our intellectual property rights;
(b) transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Services or the Wise Materials to any person or entity;
(c) remove, obscure, or alter any notice of any of our trademarks, or other Intellectual Property appearing on or contained within the Services or on any Wise Materials;
(d) modify, copy, tamper with or otherwise create derivative works of any software included in the Wise Materials; or
(e) reverse engineer, disassemble, or decompile the Wise Materials or the Services or apply any other process or procedure to derive the source code of any software included in the Wise Materials or as part of the Services.

13.4 Wise Trademarks. A non-exhaustive list of Wise Trademarks is enclosed below. “WISE”, “WISE CARD”, “WISE PLATFORM”, “WISEPLATFORM”, “WISE PAY”, “WISEPAY”, “WISEBUSINESS”, “WISE BUSINESS”, “WISETRANSFER', “WISE TRANSFER”, “TRANSFERWISE”, “BORDERLESS”, “MONEY WITHOUT BORDERS” and any other business and service names, logos, signs, graphics, page headers, button icons and/or scripts (each as might be amended from time to time) are all registered or unregistered trademarks or trade dress of Wise or Wise's licensors in the relevant jurisdictions (“ Wise Trademarks”). You may not copy, imitate, modify or use Wise Trademarks without our prior written consent. You may use HTML logos provided by us for the purpose of directing web traffic to the Services. You may not alter, modify or change these HTML logos in any way, use them in a manner that mischaracterizes Wise or the Wise services or display them in any manner that implies Wise's sponsorship or endorsement. Further, you may not use Wise Trademarks and trade dress in connection with any product or service that is not Wise's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Wise.

13.5 All other trademarks, registered trademarks, product names and company names or logos not owned by Wise that appear in Wise Materials or in the Services are or may be the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Wise, and may not be used without permission of the applicable rights holder.

14. WISE APP

14.1 App is subject to this Agreement and the App Store and Google Play Rules. We licence the use of the App to you on the basis of this Agreement and subject to any rules and policies applied by any app store provider or operator whose sites are located at App Store and Google Play. We do not sell the App to you. We remain the owners of the App at all times.

14.2 App updates. From time-to-time updates to the App may be issued through App Store or Google Play. Depending on the update, you may not be able to use our Services via the App until you have downloaded the latest version of the App and accepted any new terms.

14.3 Your right to use the App. In consideration of you agreeing to abide by the terms of this Agreement, we grant you a non-transferable, non-exclusive licence to use the App on your device subject to this Agreement. We reserve all other rights.

14.4 App Store terms. The following provisions apply with respect to your use of any version of the App compatible with the iOS operating system of Apple Inc. (“Apple”):

Apple is not a party to this Agreement and does not own and is not responsible for the App.
Apple is not providing any warranty for the App except, if applicable, to refund the purchase price for it.
Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement.
Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Wise in accordance with this Agreement.
The licence you have been granted herein is limited to a non-transferable licence to use the App on an Apple-branded product that runs Apple's iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple's App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the App, such as your wireless data service agreement.
Apple and Apple's subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary. Notwithstanding this, our right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party, including Apple.

15. THIRD PARTY MATERIALS

15.1 Certain Website or App functionality may provide you access to information, products, services and other materials by third parties (“Third Party Materials”) or allow for the routing or transmission of such Third-Party Materials, including via links.

15.2 We neither control nor endorse, nor are we responsible for, any Third-Party Materials, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third-Party Materials, or any intellectual property rights therein. Certain Third-Party Materials may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement shall be deemed to be a representation or warranty by us with respect to any Third-Party Materials. We have no obligation to monitor Third Party Materials, and we may block or disable access to any Third-Party Materials (in whole or part) through the Website or App at any time. In addition, the availability of any Third-Party Materials through the Website or App does not imply our endorsement of, or our affiliation with, any provider of such Third-Party Materials, nor does such availability create any legal relationship between you and any such provider.

15.3 Your use of Third-Party Materials is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third-Party Materials (such as terms of service or privacy policies of the providers of such Third-Party Materials).

Other legal terms

16. OUR RESPONSIBILITY FOR LOSS OR DAMAGE

16.1 We are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during your account sign up process.

16.2 The PA-CB Services are subject to terms of services of third-party Payment Service Providers. In providing the PA-CB Services, Wise may avail services provided by various third-party Payment Service Providers, including but not limited to AD-1 Category Bank, payment gateways and other technology service providers. You hereby agree that the PA-CB Services are subject to the terms and conditions prescribed by such third party Payment Service Providers and agree to be bound by such terms and conditions.

16.3 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation.

16.4 We are not liable for business losses. To the extent permissible by law, if you use our Services for any commercial or business purpose we will have no liability to you for any loss of profit, loss of business, business interruption, loss of business opportunity or similar.

16.5 We are not liable for technological attacks. We will not be liable for any loss or damage caused by a virus, or other technological attacks or harmful material that may infect your computer equipment, computer programmes, data or other proprietary material related to your use of our Services.

16.6 We have no control over websites linked to and from our Website. We assume no responsibility for such Third-Party Materials or any loss or damage that may arise from your use of them.

16.7 We are not responsible for service issues relating to the Products. You are solely responsible for the Products sold to Buyers, and all risks associated with the sale, quality, merchantability, delivery, non-delivery, delay in delivery of the Products shall be solely that of yours (or your partners) and Wise shall have no liability thereof, in any manner whatsoever.

16.8 We are not liable for things which are outside of our control. We (and our affiliates) cannot be liable for our inability to deliver or delay as a result of things which are outside our control.

16.9 You are liable for breaching this Agreement or applicable laws. In the event of loss, claims, costs or expenses (including reasonable legal fees) arising out of your breach of this Agreement, any applicable law or regulation and/or your, or any third parties', use of our Services, you agree to defend, compensate us and our affiliates and hold us harmless. This provision will continue after our relationship ends.

16.10 What happens if you owe us money? In the event you are liable for any amounts owed to us for whatever reason, we may immediately remove such amounts from your Notional Balance (if available). If there are insufficient funds in your Notional Balance to cover your liability, you agree to repay the outstanding amount to us immediately on demand along with any applicable fees and interest. In the event that you do not repay the outstanding amount then, without prejudice to any other rights we may have, we reserve the right to collect your debt to us by using any Received Funds and otherwise you agree to reimburse us through other means. We may also recover amounts you owe us through other collection avenues, including, without limitation, through the use of a debt collection agency. We may recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of this Agreement.

16.11 Release. If you have a dispute with any other Wise Account holder or a third party that you send money to or receive money from using the Services, you release Wise from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release, you expressly waive any protections (whether statutory or otherwise) to the extent permitted under applicable law that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.

16.12 Disclaimer of Warranty. The Services are provided “As-Is” “Where Is” and “Where Available” and without any representation or warranty, whether express, implied or statutory. Wise specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. We disclaim all warranties with respect to the Services to the fullest extent permissible under applicable law, including the warranties of merchantability, fitness for a particular purpose, non-infringement and title.

16.13 Availability of Services. We will try to make sure our Services are available to you when you need them. However, we do not guarantee that our Services will always be available or be uninterrupted. We may suspend, withdraw, discontinue or change all or any part of our Service without notice. We will not be liable to you if for any reason our Services are unavailable at any time or for any period.

16.14 You are responsible for making all arrangements necessary for you to have access to our Services. If you have granted permission to a third party to access your account, we may refuse access to that third party if we are concerned about unauthorised or fraudulent access by that third party. We will give you notice if we do this, either before or immediately after we refuse access, unless notifying you would be unlawful or compromise our reasonable security measures.

17. OUR RIGHT TO MAKE CHANGES

17.1 We may change this Agreement at any time. We may change this Agreement at any time by posting a revised version on our Website. The revised version will be effective once it is posted. Where appropriate, we may give you notice of any changes to this Agreement either by email or displaying a notice in the App or in our Website. If you do not agree to the revised terms in this Agreement, you can terminate this Agreement immediately by closing your Wise Account or profile and ceasing use of our Services (see “Terminating your Wise Account” at section 8). If we do not hear from you, you will be considered as having accepted the proposed changes and they will apply to you from the effective date.

17.2 In some instances, we may change this Agreement immediately. Notwithstanding section 17.1, changes to this Agreement which do not require prior notification and are (1) more favourable to you; (2) required by law; (3) related to the addition of a new service, extra functionality to the existing Service; or (4) changes which neither reduce your rights nor increase your responsibilities, will come into effect immediately if they are stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.

18. COMPLAINTS

18.1 If you have any complaints about us or our Services, you may contact us following our customer complaint procedure.

19. OTHER IMPORTANT TERMS

19.1 Due Diligence.

You must provide Wise with all requisite documents and information as may be required by Wise to undertake and complete customer due diligence measures in compliance with Applicable Law, including the KYC Master Directions. You further understand and agree that you will be bound by the terms of service of any third-party service provider which may aid in the customer due diligence process. Further, You hereby authorise Wise to share KYC documents / information collected from you with governmental agencies, third party service providers and Payment Service Providers involved in providing the PA-CB Services.
You also agree to provide us with all documents evidencing the bona-fide nature of the Transactions, including but not limited to shipping documents, invoices, purchase orders, delivery challans. You must provide such documents and / or information within the time stipulated by Wise, failing which Wise will have the right to withhold the Settlement Amounts due to you, pending enquiries by Wise and / or any Payment Service Providers involved in providing the PA-CB Services.

19.2 Third Party rights. This Agreement is between you and us. Except as expressly provided in this Agreement or in the App Store or Google Play terms, no other person shall have any rights to enforce any of its terms. Neither of us will need to get the agreement of any other person in order to end or make any changes to this Agreement.

19.3 Assignment. You may not transfer, assign, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of your rights and obligations under this Agreement without our prior written consent. We reserve the right to transfer, assign or novate this Agreement or any right or obligation under this Agreement at any time without your consent. This does not affect your rights to close your Wise Account under section 8.

19.4 Severability. Each of the paragraphs of this Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

19.5 Enforcement. Even if we delay in enforcing this Agreement, we can still enforce it later. If we delay in asking you to do certain things or in taking action, it will not prevent us from taking steps against you at a later date.

19.6 Entire Agreement. This Agreement supersedes and extinguishes all previous agreements between you and Wise, whether written or oral, relating to its subject matter.

19.7 Governing law. This Agreement is governed by Indian law. Any dispute between you and us in connection with the Services and/or this Agreement may be brought in the courts of India.