Zenso Terms and Conditions

The Service is available to both Merchants (sellers) and Customers (buyers). Unless explicitly stated otherwise, all provisions in this Agreement apply to both parties.

You agree that any information you provide to us ("User Information") will be retained in our records until the termination of this Agreement, after which such information will be securely removed, returned, or destroyed in accordance with applicable laws.

You explicitly consent to Zenso storing, using, and transmitting your data to third-party partners (such as acquiring banks) provided this is strictly necessary to perform our payment processing duties, facilitate customer support, and conduct mandatory due diligence for Anti-Money Laundering (AML) and Counter-Terrorist Financing (CFT) compliance.

1.1 User Warranties

From the time of your entry into this Agreement until the termination of your account, you represent and warrant that:

1. Legal Capacity: If representing a business entity, you possess the requisite legal authority to bind that entity to this Agreement. If you are an individual, you are at least 18 years of age and do not require the consent of any other person to enter into this contract.
2. No Conflict: Your execution of this Agreement in no way violates any existing legal obligations or third-party agreements you may have.
3. Product Availability: If you are a Merchant, you sell only products and/or services that are actively available for delivery in the normal course of your business.
4. Legal Rights: You have the legal right to market and sell your products and/or services in all applicable jurisdictions.
5. Lawful Conduct: You conduct your business in compliance with all applicable local and international laws, and you will not use our Services for any fraudulent or illegal activities.
6. Account Security: You will not permit or authorize any other person or entity to use your Zenso account without our express written consent. You understand that delegating authority to operate your account amounts to accepting full ownership of all activities performed on it.
7. Transparency: If you are a Merchant, you will clearly display your full legal name, street address, telephone number, and email address to your Customers.
8. Professional Conduct: You will refrain from using abusive, threatening, or vulgar language with Zenso employees across all communication channels. Abusive conduct is grounds for immediate account termination.

2.1 Zenso's Liability

Zenso provides its services strictly on an "as is" and "as available" basis without any warranty or condition. We make reasonable efforts to ensure that electronic debits and credits are processed promptly, but we make no representations regarding the exact time needed to complete transactions, as our Service relies on banking infrastructure outside our control.

If you have a dispute with one or more Users, you release Zenso from any and all claims, demands, and actual/consequential damages related to those transactions, unless resulting directly from our proven willful negligence.

Under no circumstances will Zenso be liable for any lost profits, special, incidental, or consequential damages arising out of your use of the Service. In all cases, our maximum liability to you shall not exceed the amount of the revenue (commissions) Zenso earned from your transactions in the three (3) months prior to the event leading to liability.

2.2 User's Liability and Indemnification

You hereby undertake and agree to fully indemnify, defend, and hold harmless Vyzze Global (Private) Limited, Zenso, and our partner banks from and against all actions, proceedings, claims, liabilities, penalties, damages, and costs (including reasonable legal fees) arising directly or indirectly as a result of:

1. Any breach or non-performance of your warranties or obligations under this Agreement.
2. Any claim brought by a Customer against Zenso regarding products/services sold by you.
3. Any act, neglect, or default by your agents, employees, or Customers.
4. Unauthorized transactions resulting from your failure to secure your account credentials or failure to promptly report suspected breaches to Zenso.

Delivery of Goods: The Merchant is solely responsible for transferring property and/or products to the Customer upon actual delivery and verification. All risks associated with product quality, merchantability, delay, or non-delivery reside solely with the Merchant. Zenso holds no responsibility for the goods or services rendered.

Zenso is a third-party payment aggregator and processor. You acknowledge that Zenso is not a bank.

By utilizing our Service to receive payments, you appoint Zenso to technically process transactions, charge your Customers on your behalf, and facilitate the settlement of those funds to your designated bank account via established payment networks (e.g., Visa, Mastercard) and acquiring banks. Zenso does not have direct control over the products being sold and cannot guarantee that a User will successfully complete a transaction. Zenso reserves the right to correct any processing or settlement errors that may occur.

4.1 Verification (KYC/AML)

To comply with Anti-Money Laundering and Counter-Terrorist Financing legislation, Zenso requires all Merchants to undergo a verification screening process handled in conjunction with our partner banks. You agree to complete all required account verification procedures prior to actively consuming our services.

4.2 Settlements and Commissions

All payments successfully processed will be automatically transferred to the Merchant's designated bank account according to the applicable Payout Cycle. In compliance with government regulations, settlements are typically processed within three (3) days from the authorized payment date. Applicable transaction fees and commissions will be deducted automatically prior to settlement.

4.3 Refunds and Refusals

If a Customer makes a payment to a Zenso Merchant, the Merchant automatically accepts it. If the Customer requests a refund and the Merchant agrees, the Merchant must process the refund. Zenso provides a technical refund facility for card payments; however, non-card payments must be refunded manually by the Merchant. Zenso is not liable for damages resulting from a User's refund.

5.1 Transaction Disputes

Disputes regarding product quality, delivery, or terms must be resolved mutually between the Merchant and the Customer. Zenso will not intervene in such disputes other than to provide necessary contact or transaction confirmation information upon legitimate request.

5.2 Chargebacks and Funds Recovery

A chargeback occurs when a debit/credit cardholder contacts their issuing bank to dispute a charge.

1. Liability: All chargebacks incurred by Zenso on behalf of the Merchant (including those resulting from card fraud or unauthorized transactions) shall be fully transferred to the Merchant.
2. Authority to Recover: The Merchant grants Zenso the explicit authority to retrieve any disputed funds and effect chargebacks directly against the Merchant's bank account or pending Zenso balance.
3. Negative Balances: If a chargeback or refund results in a negative balance, the Merchant agrees to fund the account or ensure the availability of funds within forty-eight (48) hours of notification.
4. Exchange Rates: The Merchant exempts Zenso from all losses or gains that may arise from exchange rate conversions during the chargeback process.
5. Thresholds: If a Merchant's chargeback ratio exceeds 1% of transactions per month consecutively, Zenso reserves the right to immediately terminate this Agreement.

You agree not to use the Service to violate the legal rights of others, distribute malware, generate unsolicited bulk email (spam), or interfere with the functionality of the Zenso platform. The use of automated bots, spiders, or data-mining routines on our platform is strictly prohibited.

6.1 Prohibited Industries and Activities

The sale, solicitation, offering, or exchange of the following goods and services is strictly prohibited on Zenso. Violations will result in immediate account termination and potential reporting to law enforcement:

1. Firearms, weapons, explosives, fireworks, or pyrotechnics.
2. Pornography, adult content, escort services, or pre-adult content.
3. Banned/illegal drugs, research chemicals, illicit herbal incense, or related paraphernalia.
4. Illegal downloads, streaming, or goods infringing on third-party intellectual property rights.
5. Payment processors, currency exchangers, or aggregation-type services (unless explicitly approved by Zenso).
6. Multi-Level Marketing (MLM) or matrix-scheme sites.
7. Gambling transactions.
8. Live animals.
9. Services using credit card transactions as cash deposits or credits.
10. Sites promoting hatred, racism, sexism, or religious persecution.

Furthermore, you may not use Zenso to facilitate money laundering, factor cash advances from your own credit cards, act as a virtual terminal, or engage in any activity that causes Zenso to lose the services of our sponsoring banks or ISPs.

7.1 Immediate Suspension/Termination

Zenso reserves the right to limit account access, freeze funds, or terminate this Agreement without prior notice if we suspect you are engaging in restricted activities. Grounds for immediate action include, but are not limited to:

• Receiving excessive chargebacks or customer complaints.
• Using the account to facilitate fraudulent activity.
• Submitting altered, forged, or misleading verification documents.
• Returning incoming Electronic Funds Transfers due to insufficient funds.
• Promoting, encouraging, or inciting the inappropriate use of Zenso services.
• Threatening legal action or utilizing abusive conduct against Zenso employees.

7.2 General Termination

Either party may terminate this Agreement without cause by providing thirty (30) days' prior written notice to the other party. Termination of this Agreement will not relieve you of your obligations to pay any fees or liabilities accrued prior to the termination date.

Governing Law: This Agreement is governed by and interpreted under the laws of the Democratic Socialist Republic of Sri Lanka.

Language: The parties agree that this Agreement is drafted and executed in the English language.

Claims and Mitigation: In the event that any indemnification applies under this Agreement, the indemnified party shall promptly notify the indemnifying party of the claim. The indemnified party shall take all reasonable steps to mitigate damages but shall not compromise or settle the claim without the consent of the indemnifying party (such consent not to be unreasonably withheld).

Security Maintenance: While Zenso ensures adequate security measures are applied to process transactions on our end, the Merchant remains fully responsible for maintaining the security, integrity, and PCI compliance of their own platform, website, or application.