Terms & Conditions

1. INTRODUCTION

This Terms and Conditions Agreement (“Agreement” or “Terms”) constitutes a legally binding agreement between PROSPER PROFESSIONAL DEVELOPMENT LIFE PRIVATE LIMITED, a company incorporated under the provisions of the Companies Act, 2013, having its registered office at CC Road, Tamkuhi Road, Kushinagar, Uttar Pradesh, 274406, operating under the brand name “PROSPER” (hereinafter referred to as “PROSPER”, “Company”, “We”, “Us”, or “Our”), and any individual, business entity, merchant, distributor, agent, customer, or other person who accesses, registers, subscribes to, or uses any services provided through PROSPER’s website, mobile application, APIs, software platforms, payment infrastructure, or any related digital channels (collectively referred to as the “Platform”).

PROSPER operates as a Business-to-Business (B2B) and Business-to-Customer (B2C) financial technology service provider facilitating digital payments, financial products, payment aggregation, value-added services, and related technology solutions through authorized partners, agents, merchants, and financial institutions in India.

By accessing, browsing, registering, transacting, or otherwise using the Platform, You expressly acknowledge and agree that:

• You have read, understood, and accepted these Terms and Conditions;
• You agree to comply with all applicable laws, regulations, circulars, directions, notifications, and guidelines;
• You are legally competent to enter into a binding contract under Indian law;
• You agree to be bound by all future amendments, updates, policies, and service-specific terms issued by PROSPER.

These Terms shall be governed by, and interpreted in accordance with:

• The Information Technology Act, 2000;
• Digital Personal Data Protection Act, 2023;
• Payment and Settlement Systems Act, 2007;
• Reserve Bank of India Act, 1934;
• RBI Master Directions on Prepaid Payment Instruments (PPIs);
• RBI Guidelines on Payment Aggregators and Payment Gateways;
• NPCI Operating and Procedural Guidelines;
• Prevention of Money Laundering Act, 2002;
• Consumer Protection Act, 2019;
• Information Technology Rules and applicable regulations;
• Any other applicable Indian laws and regulatory requirements.

If You do not agree with any provision of these Terms, You must immediately discontinue the use of the Platform.

2. DEFINITIONS

3. SCOPE AND APPLICABILITY

These Terms govern:

• Access to the Platform;
• Registration and account creation;
• Usage of payment services;
• Wallet and prepaid instruments;
• Merchant services;
• Financial products;
• Technology services;
• Agent and distributor networks;
• Third-party integrations;
• APIs and software services.

Service-specific terms, policies, agreements, operating procedures, merchant agreements, and addendums shall form an integral part of this Agreement.

In the event of any conflict, service-specific terms shall prevail over these general Terms.

4. USER ELIGIBILITY

To use PROSPER services:

• You must be at least 18 years of age;
• You must possess legal capacity to contract;
• You must not be prohibited by any applicable law;
• You must comply with all KYC and AML requirements.

For corporate entities:

• The authorized representative must possess valid authority;
• All documents submitted must be genuine and legally valid.

5. USER REGISTRATION, KYC AND ACCOUNT OBLIGATIONS

Users agree that:

6. USE OF SERVICES

Users shall use PROSPER services only for lawful purposes.

Users shall not:

• Conduct illegal activities;
• Facilitate money laundering;
• Engage in terrorism financing;
• Conduct gambling transactions;
• Trade in narcotics;
• Engage in prohibited businesses;
• Operate pyramid schemes;
• Conduct unauthorized financial activities;
• Exploit vulnerabilities;
• Circumvent transaction limits;
• Perform fraudulent transactions.

PROSPER reserves the right to:

• Decline transactions;
• Reverse transactions;
• Freeze funds;
• Restrict services;
• Report activities to authorities.

7. PAYMENT SERVICES

PROSPER may provide:

• UPI services;
• Payment gateway services;
• BBPS services;
• Wallet services;
• PPI services;
• Merchant acquiring;
• Collection services;
• Settlement services;
• Subscription services;
• Auto-pay facilities.

All services shall remain subject to:

• RBI regulations;
• NPCI rules;
• Partner bank policies;
• Internal risk controls.

8. TRANSACTION LIMITS

PROSPER reserves the right to impose:

• Daily transaction limits;
• Monthly transaction limits;
• Velocity checks;
• Risk-based restrictions;
• Wallet balance limits;
• Merchant settlement limits.

Limits may be revised without prior notice to comply with regulatory requirements.

9. FEES, CHARGES, REFUNDS AND FAILED TRANSACTIONS

10. DATA PRIVACY AND SECURITY

PROSPER shall process personal data in accordance with:

• DPDP Act, 2023;
• RBI cybersecurity framework;
• Information Technology Act, 2000.

PROSPER may collect:

• Identity information;
• Financial information;
• Device information;
• Transaction history;
• Authentication data;
• Technical logs.

PROSPER shall implement:

• AES-256 encryption;
• TLS 1.2+ encryption;
• Role-based access controls;
• Security audits;
• Penetration testing;
• Fraud monitoring systems.

User data may be shared only with:

• Banks;
• RBI;
• NPCI;
• Financial institutions;
• Government authorities;
• Service providers;
• Regulatory agencies.

PROSPER shall not sell personal data for unauthorized purposes.

11. USER RESPONSIBILITIES

Users shall not:

• Create fake accounts;
• Misuse incentives;
• Commit fraud;
• Reverse engineer software;
• Upload malicious code;
• Disrupt systems;
• Misrepresent identity;
• Abuse services;
• Damage reputation;
• Violate intellectual property rights.

Violations may result in:

• Account suspension;
• Termination;
• Reporting to authorities;
• Legal proceedings.

12. ANTI-MONEY LAUNDERING AND FRAUD PREVENTION

PROSPER shall maintain AML/CFT controls under:

• Prevention of Money Laundering Act, 2002;
• RBI KYC Directions;
• FIU-IND guidelines.

PROSPER may:

• Monitor transactions;
• Flag suspicious activity;
• Freeze accounts;
• Seek additional information;
• File Suspicious Transaction Reports (STRs);
• Cooperate with enforcement agencies.

13. THIRD-PARTY SERVICES

PROSPER may integrate with:

• Banks;
• NBFCs;
• Payment gateways;
• NPCI systems;
• Insurance providers;
• Investment platforms;
• Technology partners.

PROSPER shall not be responsible for:

• Third-party service failures;
• Downtime;
• Policy changes;
• Errors;
• Delays.

14. INTELLECTUAL PROPERTY RIGHTS

All rights relating to:

• Trademarks;
• Software;
• APIs;
• Databases;
• Designs;
• Logos;
• Content;
• Documentation;

shall remain the exclusive property of PROSPER.

No User shall reproduce, modify, distribute, copy, or exploit any intellectual property without prior written consent.

15. LIMITATION OF LIABILITY

PROSPER:

• Is not a bank;
• Is not an NBFC;
• Is not responsible for banking failures;
• Is not liable for telecom failures;
• Does not guarantee uninterrupted service.

Services are provided on an “AS IS” and “AS AVAILABLE” basis.

Under no circumstances shall PROSPER’s aggregate liability exceed: the actual transaction amount or INR 10,000, whichever is lower.

16. INDEMNITY

Users agree to indemnify and hold harmless PROSPER from:

• Claims;
• Penalties;
• Damages;
• Losses;
• Regulatory actions;
• Litigation costs;
• Attorney fees;

arising from misuse of the Platform.

17. SUSPENSION, TERMINATION AND DORMANCY

PROSPER may suspend or terminate accounts due to:

• Fraud;
• Regulatory directions;
• Security concerns;
• AML violations;
• Prolonged inactivity;
• Breach of terms.

Dormant accounts exceeding twelve months may be suspended.

Wallet balances shall be refunded after verification and regulatory clearance.

18. GRIEVANCE REDRESSAL

Users may contact:
Grievance Redressal Officer
Email: grievance@prosper.in

Complaints shall be resolved in accordance with:

• RBI Ombudsman Scheme;
• Consumer Protection laws;
• Applicable regulatory timelines.

19. DISPUTE RESOLUTION

This Agreement shall be governed by the laws of India.

Any disputes arising out of these Terms shall be subject to the exclusive jurisdiction of the competent courts at Lucknow, Uttar Pradesh.

Users may additionally approach:

• RBI Ombudsman;
• Consumer Commissions;
• Regulatory authorities.

20. AMENDMENTS

PROSPER reserves the right to:

• Modify;
• Amend;
• Replace;
• Update;

these Terms at any time.

Updated Terms shall become effective immediately upon publication on the Platform.

Continued use of services shall constitute acceptance.

21. FORCE MAJEURE

PROSPER shall not be liable for failure caused by:

• Natural disasters;
• Floods;
• Earthquakes;
• Fire;
• Cyberattacks;
• Network failures;
• Power outages;
• War;
• Pandemic;
• Government actions;
• Regulatory restrictions;
• Telecom failures.

22. SEVERABILITY

If any provision is held invalid or unenforceable, remaining provisions shall continue in full force and effect.

23. WAIVER

Failure to enforce any provision shall not constitute a waiver of any rights.

ANNEXURE A – LEGAL DEFINITIONS

Definitions shall be interpreted in accordance with:

• Information Technology Act, 2000;
• Payment and Settlement Systems Act, 2007;
• Digital Personal Data Protection Act, 2023;
• RBI Master Directions;
• Prevention of Money Laundering Act, 2002.

ANNEXURE B – REGULATORY REFERENCES

• Information Technology Act, 2000.
• Information Technology Rules.
• Digital Personal Data Protection Act, 2023.
• Payment and Settlement Systems Act, 2007.
• RBI Master Directions on PPIs.
• RBI Payment Aggregator Guidelines.
• RBI KYC Master Directions.
• RBI Circular on Customer Liability.
• NPCI UPI Procedural Guidelines.
• BBPS Operating Guidelines.
• Prevention of Money Laundering Act, 2002.
• Consumer Protection Act, 2019.
• Information Security Directions issued by RBI.
• Applicable RBI Circulars and Notifications.