Terms & Conditions

1. Acceptance of Terms

Thank you for visiting www.brandigo.in (the "Portal"). Please read these Terms & Conditions ("Terms") carefully before accessing any service or entering into any engagement with Brandigo Private Limited.

"You", "your", and "Client" refer to the business entity, bank, financial institution, fintech company, payment aggregator, NBFC, or enterprise accessing the Portal or engaging Brandigo for services. "Brandigo", "we", "us", and "our" refer to Brandigo Private Limited, incorporated under the Companies Act, 2013, with its registered office at Plot No. D-222/20, MIDC Shirvane, Nerul, Navi Mumbai – 400706.

By accessing the Portal or executing a Purchase Order ("PO"), Master Service Agreement ("MSA"), or Statement of Work ("SOW") with Brandigo, you confirm that you have the authority to bind your organisation to these Terms and that you agree to be bound by them.

Brandigo reserves the right to update these Terms from time to time. Material changes affecting service obligations, payment terms, data processing, confidentiality, or dispute resolution will be notified through email, contract notice, or a prominent portal notice where required by applicable law or agreement. Continued use of the Portal or services after any modification constitutes acceptance of the revised Terms.

2. Eligibility and Authorisation

Access to and use of the Portal and Brandigo's BFSI & Enterprise services is restricted to duly incorporated entities and their authorised representatives. Individuals accessing the Portal on behalf of a company, bank, or institution represent and warrant that they are duly authorised to do so and to bind such entity to these Terms.

Brandigo reserves the right to verify the credentials of any entity or representative and to refuse access or terminate engagements where eligibility cannot be established.

3. Services Offered

Through www.brandigo.in, Brandigo Private Limited offers the following categories of BFSI & Enterprise services (collectively, "Services"):

3.1 Merchant Management Solutions

End-to-end merchant onboarding, field activation, KYC support, merchant data management, incentive and loyalty programme management, merchant helpdesk operations, and related field workforce deployment for banks, payment networks, and fintech clients.

3.2 Payment Infrastructure Management

Procurement, configuration, logistics, deployment, firmware management, remote monitoring, and lifecycle management of payment acceptance devices, communication hardware, and associated connectivity infrastructure for BFSI and payment ecosystem clients. Brandigo provides infrastructure management as a managed service; specific device categories are defined in the applicable MSA or SOW.

3.3 Field Operations

Nationwide last-mile field services including device installation, preventive and corrective maintenance, field audits, ground-level surveys, deactivation and retrieval operations, and field agent management across pan-India geographies.

3.4 IT & Digital Services

Design, development, deployment, and management of SaaS platforms, merchant and operations dashboards, API integration and middleware, mobile and web application development, data analytics and business intelligence reporting, and technology consultancy for BFSI and enterprise clients.

3.5 Printing & Branded Collateral

Custom printing and production of merchant onboarding kits, branded labels, stickers, display materials, welcome kits, ID cards, brochures, and other marketing and operational collateral for banks, payment companies, and enterprises.

3.6 Compliance & Audit Services

Operational compliance support, ISO 27001 aligned information security practices, internal field audit services, regulatory documentation support, and periodic compliance reporting as agreed in the applicable engagement.

3.7 Logistics & Last-Mile Delivery

Sourcing, warehousing, kitting, packaging, and pan-India last-mile delivery of devices, collateral, onboarding kits, and operational materials to merchant locations, bank branches, or client-designated addresses.

4. Engagement and Contracting

All BFSI & Enterprise engagements with Brandigo shall be governed by a mutually executed Master Service Agreement (MSA), Purchase Order (PO), or Statement of Work (SOW), in addition to these Terms. In the event of any conflict between these Terms and a signed MSA, PO, or SOW, the terms of the MSA, PO, or SOW shall prevail.

These Terms shall apply to all Portal interactions, pre-contract communications, and any engagement not explicitly governed by a separate written agreement.

No verbal or informal commitment by any Brandigo representative shall be binding unless confirmed in writing through a duly executed commercial document.

5. Pricing and Payment

5.1 Pricing

All pricing for Brandigo's services shall be as agreed in the applicable MSA, PO, or SOW. Prices are exclusive of GST and other applicable taxes unless stated otherwise. Brandigo reserves the right to revise pricing for new engagements or upon renewal, with prior written notice.

5.2 Invoicing

All invoices shall be raised by Brandigo Private Limited, irrespective of the portal or service through which the engagement was initiated. Invoices will reflect applicable GST as per the HSN/SAC classification of the services rendered.

5.3 Payment Terms

Payment shall be due as per the terms specified in the applicable commercial agreement. In the absence of a separate agreement, invoices are payable within 30 (thirty) days of the invoice date. Brandigo reserves the right to charge interest at 1.5% per month on overdue amounts and to suspend services for non-payment after reasonable notice.

5.4 GST & Tax

The Client agrees to provide its GSTIN and registered entity name for all invoicing purposes. Brandigo's liability under GST shall be limited to the tax amount charged on the invoice. The Client shall bear all tax liability arising from incorrect GSTIN or non-compliance with GST regulations.

6. Service Delivery and Timelines

Brandigo shall deliver services in accordance with the timelines agreed in the applicable MSA, SOW, or PO. All timelines are estimates and are subject to factors including but not limited to the timely provision of required information, approvals, and access by the Client, availability of third-party components, and force majeure events.

Any change in scope, specifications, or delivery requirements requested by the Client after commencement may result in revised timelines and additional charges, to be agreed in writing. Where Service Level Agreements (SLAs) are specified in the applicable MSA or SOW, Brandigo shall report against agreed SLA metrics on a periodic basis. SLA credits or remedies, if any, shall be as expressly set out in the applicable commercial agreement and shall constitute the Client's sole remedy for service performance failures, unless otherwise agreed in writing.

7. Client Responsibilities

The Client agrees to:

• Provide accurate, complete, and timely information, approvals, and access required for service delivery
• Ensure that content, artwork, data, and other materials provided to Brandigo do not infringe any third-party intellectual property, privacy, or regulatory rights
• Designate an authorised representative for day-to-day engagement coordination
• Comply with all applicable laws and regulations in connection with the use of Brandigo's services
• Not reverse-engineer, replicate, or misuse any technology, platform, or intellectual property of Brandigo
• Promptly notify Brandigo of any issues, defects, or non-conformances within the timelines specified in the applicable agreement

8. Subcontracting and Third-Party Partners

Brandigo may engage subcontractors, third-party logistics partners, field agencies, or technology providers to assist in the delivery of services. Brandigo shall remain responsible to the Client for the performance of any subcontracted activities and shall ensure that subcontractors are bound by appropriate confidentiality, data protection, and service quality obligations consistent with these Terms.

Brandigo shall notify the Client of any material change in key subcontractors where such change is likely to affect service delivery or data protection obligations.

9. Intellectual Property

All technology, platforms, software, dashboards, tools, processes, designs, and content developed or provided by Brandigo in the course of service delivery remain the exclusive intellectual property of Brandigo Private Limited and/or its licensors, unless otherwise expressly agreed in writing.

Where Brandigo develops bespoke technology or materials specifically for the Client pursuant to a written agreement, ownership shall vest as specified in that agreement. In the absence of such specification, all IP shall remain with Brandigo.

The Client grants Brandigo a limited, non-exclusive licence to use content, data, branding, and materials provided by the Client solely for the purpose of delivering the agreed services.

10. Confidentiality

Each party agrees to maintain the strict confidentiality of all proprietary, technical, operational, and business information disclosed by the other party in connection with the engagement ("Confidential Information"). Neither party shall disclose Confidential Information to any third party without prior written consent, except as required by applicable law or regulation.

Confidentiality obligations shall survive termination of the engagement for a period of 3 (three) years, or as otherwise agreed in the applicable MSA.

Brandigo processes personal data and client data in accordance with its Privacy Policy and applicable Indian data protection laws, including the Digital Personal Data Protection Act, 2023 (“DPDPA”). Where Brandigo processes personal data of third parties (such as merchants or end-users) on behalf of the Client, a Data Processing Agreement (DPA) must be executed prior to commencement of such processing. Please contact contact@brandigo.in to initiate a DPA.

11. Information Security

Brandigo maintains an Information Security Management System aligned with ISO 27001 standards. Brandigo shall implement appropriate technical and organisational measures to protect client data and operational information against unauthorised access, disclosure, alteration, or destruction.

The Client is responsible for maintaining the security of its own systems, credentials, and access permissions. Any security incident or breach that may impact Brandigo's systems must be notified to Brandigo immediately.

12. Warranties and Disclaimers

Brandigo warrants that its services shall be performed with reasonable skill and care, and materially in accordance with the agreed specifications. Brandigo does not warrant that services will be uninterrupted or error-free at all times.

Except as expressly set out in these Terms or the applicable MSA, all other warranties, representations, or conditions — whether express or implied, including fitness for purpose and non-infringement — are excluded to the maximum extent permitted by law.

13. Indemnification

The Client agrees to indemnify and hold harmless Brandigo Private Limited, its directors, officers, employees, and agents from all claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising out of or related to:

• The Client's breach of these Terms or any applicable law or regulation
• Content, data, designs, or materials provided by the Client to Brandigo
• The Client's misuse of Brandigo's services or platforms
• Claims by third parties arising from the Client's business operations in connection with Brandigo's services

14. Limitation of Liability

To the maximum extent permitted by applicable law, Brandigo's total aggregate liability to the Client for any claim arising out of or in connection with any service engagement shall not exceed the total fees paid by the Client to Brandigo under the relevant MSA, PO, or SOW in the 3 (three) months immediately preceding the event giving rise to the claim.

Brandigo shall in no event be liable for indirect, consequential, special, incidental, or punitive damages, including loss of profits, data, goodwill, or business opportunity, regardless of whether Brandigo has been advised of the possibility of such damages.

15. Force Majeure

Brandigo shall not be liable for any delay or failure to perform its obligations resulting from events beyond its reasonable control, including natural disasters, pandemics, government actions, regulatory changes, power or internet failures, or failures of third-party vendors and logistics partners. Brandigo shall notify the Client promptly of any force majeure event and use reasonable efforts to minimise the impact and resume performance.

16. Term and Termination

The term of each engagement shall be as specified in the applicable MSA, PO, or SOW. Either party may terminate an engagement for material breach by the other party upon 30 (thirty) days' written notice, if the breach remains uncured within that period.

Brandigo may suspend or terminate access to the Portal and/or services immediately upon notice if the Client breaches payment obligations, engages in fraudulent or unlawful conduct, or takes any action that may harm Brandigo or third parties.

Upon termination, all outstanding fees shall become immediately payable. Brandigo shall return or securely destroy client data in accordance with the applicable agreement and the timelines specified in any applicable DPA. Where reasonably required and mutually agreed, Brandigo will provide transition assistance for a period not exceeding 30 (thirty) days post-termination to facilitate orderly handover of data, documentation, and operational knowledge, subject to payment of applicable fees for such support.

17. Grievance / Nodal Officer

Grievance Officer: Vijay Gaikwad

Email: contact@brandigo.in

Address: Brandigo Private Limited, Plot No. D-222/20, MIDC Shirvane, Nerul, Navi Mumbai – 400706

Response Time: Within 30 (thirty) days of receipt of complaint

18. Dispute Resolution

In the event of any dispute arising out of or in connection with these Terms or any engagement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations for a period of not less than 30 (thirty) days from written notice of dispute.

If the dispute is not resolved amicably, it shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (as amended). The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, with the seat of arbitration at Navi Mumbai, Maharashtra, India. The language of arbitration shall be English.

19. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of India. Subject to the arbitration clause above, the courts of Navi Mumbai / Mumbai, Maharashtra, India shall have exclusive jurisdiction.

20. General Provisions

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. No failure or delay by Brandigo in enforcing any right shall constitute a waiver of that right. These Terms, together with any applicable MSA, SOW, PO, DPA, and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof.

Brandigo Private Limited | www.brandigo.in | Plot No. D-222/20, MIDC Shirvane, Nerul, Navi Mumbai – 400706 | contact@brandigo.in