Last updated on 28 April 2022
These Terms and Conditions (“T&C”) stipulate the terms and conditions relevant to the use of services and features provided by PT Sinar Digital Terdepan, a limited liability company established under the laws of Indonesia (“Xendit”, “We”, “Us” or “Our”) to. the entity or individual who enters into a Service Agreement with Us or otherwise uses Our Services (“You” or “Your”). We and You are collectively referred to as the “Parties” and individually as a “Party”.
We shall be entitled to amend, modify or supplement the T&C at any time and for an unlimited number of times subsequently without restriction in Our sole and absolute discretion by posting a revised version of this T&C (https://www.xendit.co/en/terms-and-conditions) (“Updated T&C”). We shall provide a written notice to You of any Updated T&C, which notice shall allow 7 (seven) calendar days or any other period mutually agreed in writing (the “Notice Period”) for You to review and notify Us in writing of any objection to the Updated T&C. In the event no written objection from You is received by Us within the Notice Period, the Updated T&C shall be fully applicable to You upon the expiry of the Notice Period. Such Updated T&C shall supersede and replace all previous versions.
These T&C shall constitute as one single document with the Agreement and shall not be interpreted separately.
“Account” means a gateway identifier issued by Xendit to You or Your Merchant, as applicable, for the purpose of using Xendit Services; where You are issued more than one Account, each such Account shall jointly and severally be considered as an Account for the purpose of this T&C.
“Affiliates” in relation to a Party, shall mean: (a) any other person that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Party; (b) any company which the Party (directly or indirectly) controls; and/or (c) such other entity, arrangement or person that the Parties may agree in writing and in good faith to be an Affiliate. For such purposes, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) shall mean possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.
“Agreement” means a service agreement between Xendit and You in relation to the Services.
“API” means the application programming interfaces, a set of subroutine definitions, protocols and tools for building software and application interfaces, provided by Us that You may use to access the Services.
“BHP” or “Heritage and Public Trustee’s Office” is an Indonesian governmental institution established and operating pursuant to Decree of the Minister of Justice of the Republic of Indonesia dated June 19, 1980 Number M.01.PR.07.01-80 of 1980 concerning the Organization and Work Procedure of the Heritage and Public Trustee’s Office, as may be amended or supplemented from time to time, insofar as it is authorized to carry out the actions contemplated herein.
“Card Processing Services” means:
“Charge” means a credit or debit instruction to authorize or capture funds from an account that a Cardholder maintains with a bank or other financial institution for in connection with a transaction between the Cardholder and You.
“Chargeback” means a challenge filed by an End-User or a Cardholder with his/her credit or debit card issuer with respect to a payment made to You, including payments determined by Us, the acquiring bank, or the payment networks as being fraudulent.
“Collection” means the act done by Us on Your behalf which enables You to receive inbound payment(s) from an End-User, by way of Virtual Accounts, Cards Processing Service, Retail Outlets (e.g.,Alfamart), e-wallet (e.g., OVO, Shopeepay, LinkAja, Dana, Sakuku), Direct Debit and via API.
“Cardholder” means a natural or legal person holding a debit or credit card that is issued by a banking or other financial institution(s).
“Documentation” means the technical and other information regarding each of the Services, which information can be accessed on Our webpage (https://docs.xendit.co/)
“End-User” means any person or entity that purchases or uses Your or Your Merchant’s services or products.
“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either Party’s (or, it’s Affiliates or if either Party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research or development activities, including any unannounced products and services, any information relating to developments, Documentation (in whatever form or media provided), inventions, processes, plans, financial or due diligence information, personal, identifiable data of End-Users, the financial terms of the Agreement, the company structure and shareholder of each Party, and any other information that should reasonably be recognized as confidential information of the Disclosing Party. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the Effective Date of the Agreement, as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of the Agreement or other wrongful act of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; (iv) it has been approved for release by written authorization of the owner of the Confidential Information; or, (v) it has been independently developed by a party without access to or use of the Confidential Information of the other party.
“Dashboard” means a web-based platform provided and maintained by Us to an Account holder, through which the Account holder may manage their use of the Services.
“Destination Account” means an account specified by You into which, upon Your instruction made in accordance with the procedure stipulated by Us, We will transfer funds on Your behalf.
“Direct Debit” means debit payments directly from an End-User’s bank accounts via one-time linking of online banking access or debit cards.
“Disbursement” means the act done by Us on Your behalf which sets in motion, by way of bank transfer, a movement of Funds from a Pre-Fund Account to a Destination Account via API or by way of manual upload.
“FX Trader” means a licensed foreign exchange trader appointed by Us that will serve Your requests to convert IDR to USD, USD to IDR, IDR to other foreign currency and vice versa, as well as other foreign currencies to other foreign currencies which may be indicated in the Documentation from time to time.
“IDR“, “Rupiah” or “Rp.” means the lawful currency for the time being of Indonesia.
“Instant Messaging Service” means Whatsapp Messenger, the instant messaging service application created, owned and maintained by Whatsapp Inc., and/or any other instant messaging service We may use to communicate with You, Your Merchants and/or End-Users.
“Partner Account” means an Account created at Your request for Your Merchants, which is connected to the Platform Account and which may be accessed, controlled and monitored by You and may have features that differ to the Platform Account.
“Payments Fraud Detection System” or “PFDS” means an automatic risk assessment that can proactively prevent high risk payments.
“Platform Account” means an Account issued to You to enable Your use of the Services.
“PayLater” or “Cardless Credit” means a cardless payment method provided by a third-party credit platform as PayLater Partner, where the PayLater Partner will settle the Transaction to You or Your Merchant, as applicable, thereby taking over as the creditor of the End-User and in turn allows the End-User to repay the credit to the PayLater Partner in installments.
“Pre-Fund” means any topping up of the balance in the Pre-Fund Account.
“Pre-Fund Account(s)” means bank account(s) created and administered in any Bank appointed by Us, designated for the purpose of storing the balance of Your funds for and throughout Your use of the Services.
“QR codes” means a payment instrument that uses a rendered QR string for End-User to scan and confirm payment.
“Refund” means an instruction initiated by You to return funds to an End-User for an existing Charge or payment made through other payment channels.
“Reversal” means an instruction initiated by any bank, money services business, payment network, or other financial intermediary, or Us to return funds for an existing Charge. Reversals may result from (i) invalidation of a charge by a bank, money services business, payment network, or other financial intermediary; (ii) funds settled to You in error or without authorization; and (iii) submission of a Charge in violation of Network Rules, or where submission of the Charge or use of the Card Processing Services by You violates these T&C or the Agreement.
“Transaction” means the purchase of goods and services from You and/or Your Merchant, as applicable, by an End-User.
“USD” means the lawful currency for the time being of the United States of America.
“Virtual Account” means a temporary bank account created by Us to receive funds on Your behalf.
“xenPlatform Feature” means a software service provided by Us (subject to Our absolute discretion) which allows You to utilize the Platform Account and create/manage Partner Account and as explained in further details in the Documentation.
“Your Merchant” (may be defined as “Second Party Merchant” in the Agreement) means any other third party offering goods and/or services whom You rightfully allow to use the Services by way of granting a Partner Account or otherwise.
if delivered via Your API key, the moment at which You post a request to create a Disbursement via the API; or
if delivered by way of manual upload to the Dashboard, the moment at which the .XLSX document (or any other format as may be accepted by Us) containing the Disbursement Instruction that You upload to the Dashboard is approved by You.
We are not required to entertain any request from You to reverse a Disbursement Instruction that has been submitted as intended in this Clause, but if so entertained, We may impose certain charges. You may withdraw the reversal request if You do not agree to pay the charges.
Any Collections performed or to be performed by Us on Your behalf are subject always to the following conditions:
You shall enter into a cooperation agreement with Your preferred partner bank before engaging the switching services of Us.
You shall provide a certified copy of the cooperation agreement entered into with Your preferred partner bank to Us upon Our request.
Where You use a Leased Line, any installation cost and/or subscription fee in respect of any communication link installed between Your website and Our system shall be borne solely by You.
The Parties agree that reconciliation of any transaction data for the preceding month shall be made no later than the 10th of each month.
In the event that We reasonably suspect that a Transaction may be illegal, unauthorized, fraudulent, or otherwise constitute violate the Agreement or this T&C, or where we are required to do so by Our payment channel partners and/or relevant government institution or judicial authorities or law enforcement agencies, We may refuse to process, place certain limitations to, suspend and/or postpone settlement for the Transaction, and require certain supporting documentation or evidence from You and share information related to the Transaction with such payment channel partner, government institution or judicial authorities to the extent necessary to verify the legality and/or assess the risks associated with the Transaction.
We covenant that all funds received by Us and/or any of Our Affiliates on Your behalf shall be held for Your sole benefit, and that, save for any expenses, fees, costs or charges You owe to Us in accordance with the Agreement or this T&C or any other written agreement between You and Us or any Losses legally and rightfully incurred by Us as a result of Your actions and/or inactions, We shall not have any rights to any funds we receive on Your behalf.
In addition to the general terms regarding Collection stipulated herein, any Card Processing Services performed or to be performed by Us on Your behalf are subject always to the following conditions:
the “Aggregator Method”, where We act as the aggregator of the payments, and You use the Card Processing Services through the merchant account and unique merchant identification number(s) (collectively, the “Merchant ID“) of Xendit’s with Our acquiring Bank(s). All third-party processors and authorizing banking institutions upstream of any transactions processed with the Merchant ID(s) will identify such transactions as transactions supported by Us, and subsequently any and all funds from such transactions shall be ultimately deposited into Your merchant account (the “Aggregator Method“); or
the “Switcher Method”, where You obtain Your own Merchant ID with Our acquiring partner Banks, or where You already possess Your own Merchant ID which You desire to use for Card Processing Services via Xendit (the “Switcher Method“).
Unless mutually agreed otherwise and You enable auto-withdrawal feature, settlement of all funds received for the transactions supported by the Cards Processing Services shall be made on a T + 7 calendar days basis reckoned from the time the payment was made. All such funds payments due to You shall be totalled and added to Your Dashboard balance, and will then be available for withdrawal or disbursement by You.
Save as subject to Clause 2.5 and Clause 13 hereof, and any dispute resolution clause in the Agreement, You shall be entitled to withdraw the funds on Your Dashboard balance at any time. The actual transfer of the balances to the nominated bank account of Yours shall also be subject to terms and conditions imposed by the bank where the account is maintained.
We reserve the right and shall have full discretion to convert all Card Processing Services from the Aggregator Method to the Switcher Method. Such conversion will be effected, among others:
When Your total number of transactions supported by the Cards Processing Services exceeds 5,000 (five thousand) transactions per month for 3 (three) consecutive months;
When Your monthly total volume of transactions supported by the Card Processing Services exceeds IDR 500 million; and/or
When Your Chargeback rate or volume of transactions conducted on Your behalf exceeds 0.5% of the total volume processed.
The conversion of Card Processing Services method as referred to in subsection (c) above shall always be subject to the approval of the acquiring bank. If the conversion is approved, You shall execute such agreements relating to the conversion to the Switcher Method as may be required by the acquiring bank. Should the conversion fail for any reason whatsoever, We shall not be obligated to maintain the provision of the Card Processing Services under the Aggregator Method, and shall not be liable for any Losses directly or indirectly incurred by You following the termination of the Card Processing Services following such failed conversion.
We covenant that, subject to this Clause 5.3, all funds received by Us on Your behalf shall be held for Your benefit, and that, save for any expenses, fees, costs or charges owed by You to Us in accordance with the Price Schedule or any Losses legally and rightfully incurred by Us as a result of Your actions, as determined in accordance with Clause 2.5 and Clause 13 hereof, and any dispute resolution clause in the Agreement, We shall not have any rights to any funds received on Your behalf.
Where You engage Our Card Processing Services to receive recurring payments or implement subscription billing, You acknowledge and agree that We shall have the right to cancel any subscription in respect of any card upon receipt of a Chargeback request on such card immediately with written notice. We shall not be responsible or liable for any Losses incurred by You in respect of or in connection with such cancellation in accordance with this T&C. Further, We shall not be responsible for the re-subscription of such card, which shall be Your sole responsibility.
Upon Your request, We may, but shall not be obligated to, assist with Your application of Merchant ID to the partner banks. Such assistance may be in the form of:
Collection and submission of Your company documents to the relevant bank;
Negotiation of pricing terms;
Completion of any Merchant ID application forms for You; and/or
Liaising with the relevant bank to provide other information as required by such bank.
For the avoidance of doubt, notwithstanding anything contained in this Clause 5.4(a), We shall have sole and absolute discretion in respect of the manner in which We may assist in Your application for a Merchant ID and may vary the list above in any way and at any time as We deem fit.
Settlement of all funds received into Your merchant account shall be done directly with the appointed acquiring bank with whom such account is opened and all matters in respect of such settlement shall be determined solely by such appointed acquiring bank. We shall not be responsible (whether directly or indirectly) for any matter in respect of settlement, which shall be managed solely between You and the appointed acquiring bank, and We shall not be liable to You for any Losses incurred (whether directly or indirectly) in respect thereof.
You acknowledge and agree that the relevant bank shall have sole and final decision whether to approve or reject Your Merchant ID application, and that Xendit shall not be responsible for such decision or for any Losses incurred (whether directly or indirectly) by You in respect of any rejection.
Any foreign exchange transactions performed or to be performed for Your benefit shall use the services of a FX Trader, placing Us as an intermediary between You and the FX Trader, subject always to the following conditions:
political (including, but not limited to, changes by reason of military action);
financial (including, but not limited to, stock market conditions, currency exchange conditions in any of the financial markets and interest rates);
economic conditions, in Indonesia or internationally (including changes or developments in stock, bond, money, loan syndication and interest rate markers); or
exchange control in Indonesia, internationally, or any other jurisdiction relevant to the conversion of currencies; or
the occurrence of any combination of any such changes or developments.
This Section will only apply to You if You use xenPlatform Feature. Unless specifically agreed otherwise in writing, to the extent You use xenPlatform Feature:
Enable “PFDS Whitelist” feature on the Services provided by Us;
Adequately IP Whitelist by limiting and controlling access of Our Services only to trusted users;
Replace API access keys on a regular basis in accordance with industry standards and regulatory requirements;
Enable Dashboard 2-Factor Authentication (2FA); and/or
Secure API key, PIN, password, or other authentication mechanism used to log in to Dashboard or transact via API.
You agree to review all the best practices that We suggest and You shall choose those that are appropriate for Your business, and independently implement other security procedures and control not provided by Us.
install and use the API on as many machines as reasonably necessary (which machines are and shall be maintained in facilities owned, occupied, or leased by You) to use the Services for the purpose of conducting transactions with Your End-Users;
use the accompanying Documentation solely for the purpose of using the APIs and Services; and
create any necessary number of copies of the API and Documentation, with all copyright notices intact, for archival purposes only.
We comply and will continue to comply with all applicable laws and regulations, and We have obtained and will continue to maintain all requisite approvals, licenses, and authorisations from relevant government institutions, with respect to Our conduct of business and provision of Our Services;
The Services and APIs provided to You hereunder will conform to the specifications set forth in the applicable Documentation, as may be amended from time to time at Our sole and absolute discretion, and in the Agreement.
We will remain compliant with all applicable laws, rules and regulations and (where applicable) card company rules governing the security of End-User data, including, without limitation, the Payment Card Industry Data Security Standard.
(i) all documents and information including but not limited to Your legal documents, business name/s, business purpose and operations, information about Your operational website, which You have submitted and provided Us with during the account registration process are all legitimate, true and actually used by You for purposes of using Our services; (ii) Unless agreed otherwise in writing, You shall provide Us with a written notification if You change the type of business and / or type of goods or services You offer no later than five (5) working days after the change occurs. In the event that You do not fulfill this obligation, all consequences including losses, if any, arising therefrom shall be Your responsibility entirely; (iii) You have all the necessary rights, power and ability to execute the Agreement and to perform Your obligations thereof (including but not limited to these T&C); (ii) any authorization or approval from any third party that may be required in connection with Your execution, delivery or performance of the Agreement have been duly obtained; (iii) the Agreement constitutes a legal, valid and binding obligation, enforceable against You in accordance with its terms, and does not breach any other agreement by which You are bound; (iv) Your use of the Services is solely for the purpose of legitimate transactions and business activities in compliance with all applicable laws, rules and regulations and (v) You comply and will continue to comply with all applicable laws and regulations, and has obtained and will continue to maintain all requisite approvals, licenses, and authorisations from relevant government institutions, with respect to Your conduct of business and Your use of the Services.
Your installation, configuration, and use of the Services and the APIs shall conform to the specifications set forth in the applicable Documentation and the terms of the Agreement and in particular (where applicable) the specifications set forth in the Documentation or any other terms and conditions by any of the third-party licensors of Us, as shall be stipulated by Us and which are incorporated herein by this reference.
prior to transmitting End-User information to Us, You will provide all required disclosures and/or obtain all required consents from the relevant End-User regarding the intended disclosures and uses of the End-User data.
(i) You have all necessary rights and authorizations to sell or distribute products or services for which You are using the Services, and (ii) none of Your products infringe or violate the Intellectual Property rights of any third party and does not and will not contain any content which violates any applicable law, regulation or third party right.
You comply with all applicable laws and restrictions and that none of Your products or services are exported or imported from and that You have not engaged in and are not now engaging in any dealings with (i) any country or any person, national or company belonging to any country to which the U.N impose product embargo and/or international sanction list such as US Consolidated Sanction, OFAC Specially Designated Nationals, EU Financial Sanctions, UK Financial Sanctions, Interpol Wanted List, and other applicable sanction list (ii) any country or any person, national or company that is on the FATF blacklist.
You have not engaged in and are not now engaging in any action in furtherance of an offer, payment, promise to pay, or authorisation or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organisation, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to influence official action or secure an improper advantage; and You have conducted Your business in compliance with the applicable anti-corruption anti-bribery laws.
Your operations are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements and money laundering statutes in the Republic of Indonesia and all other jurisdictions in which You conducts business or operations, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency or proceeding by or before any court or governmental agency (collectively, “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving You with respect to Money Laundering Laws.
any goods or services that is sold or rendered by You and Your Merchants to End-Users shall be delivered or rendered accordingly based on Your or Your Merchant’s promises to the End-User and that You shall not hold Us and Our Affiliates responsible nor liable for Your or Your Merchant’s relationship with End-User.
Infringement of Intellectual Property
Intellectual property or proprietary rights infringement
Sales, distribution, or access to counterfeit music, movies, software, or other licensed materials without the appropriate authorization from the rights holder; any product or service that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, or proprietary or privacy rights of any third party;
Counterfeit or unauthorized goods
Unauthorized sale or resale of brand name or designer products or services; sale of goods or services that are illegally imported or exported
Import of prohibited and restricted Goods to Indonesia*
Books, magazines, newspaper and similar materials, leafter, brochures that are printed in the Indonesian language, dialects in Indonesia or Chinese; offset printout goods made of paper for cigarette packaging or drugs packaging in the Indonesian language or foreign.
Derivatives products that contains Halogen substitute and its salt, Pesticide, polimer etilena/stirena/vinyl chloride
Excluding personal hand carry clothes
Export of prohibited and restricted Goods from Indonesia
Agriculture, Forestry, fishery & maritime, industrial and mining products
Natural rubber technical specification (TSNR) or Indonesian Standard Rubber (SRI) that does not satisfy the Indonesian National Standard (SNI); Natural rubber in other form other than Smoked Sheet and TSNR (SIR), Certain Timber and Rattan Products; Certain Fish (Scleropages Formosus and Schleropages jardini, Botia Macracantha, Cheilinus undulatus Ruppell, Anguilla spp, penaeus monodon, penaeus merguiensis, penaeus japonicus, Macrobrachium rosenbergii); ferrous and residual scrap; iron or steel remelted ingots; Tin ore, tin slag, tailing, precious stone excluding diamonds and semi precious stone, precious stone or semi synthetic precious stone,
Endangered Species listed on CITES
Mammals (primates, whales, dolphins, porpoises, elephants, rhinoceros, tigers, honey bear, skunk, porcupine, Orangutan Blood, Sumatra Goat), Aves (Eagle, cockatoo, parrot, cassowary, cendrawasih, etc), Reptile (turtle, snake, crocodiles, monitor lizards; crocodile’s bile, genitals, teeth and blood) Insects (certain butterly), Fish (Red Arwana, Coelacanth, Belida, Sentani Shark, Sentani Stingray, cave wader, etc) Bivalviax (Coconut crab, cassis cornuta, giant kima) Orchidaceae, Nephentaceae & Palmae (Certain orchids and palm trees), Dipterocarpaceae (Tengkawang plants and seeds), Rafflesiaceae
Artifacts, cultural heritage building/structure that are > 50 years or that represent a certain era that are at least 50 years old and has a special meaning for history, science, education, religion and/or culture which has high cultural values for strengthening national identity;
Books, magazines, news paper and similar materials, leafter, brochures that are printed in the Indonesian language, dialects in Indonesia or Chinese; offset printout goods made of paper for cigarette packaging or drugs packaging in the Indonesian language or foreign.
Goods and services that violates Legislation
Lotteries; bidding fee auctions; sports forecasting or odds making; sweepstakes; games of chance (Roulette, craps, slot machine and alike); casino games (Keno, Pi Gow Poker, Slots, Black Jack (21), Poker and alike)
Adult content and services
Pornography and other obscene materials (including literature, imagery and other media); sexually oriented toys or products; sites offering any sexually-related services such as prostitution, escorts, pay-per view, adult live chat features, mail-order brides, explicit dating sites
Firearms and explosives materials
The sale, distribution, import, export of firearms, its ammunitions and explosives materials
Psychotropic & Recreational Drugs
Unlawful sales, distribution, production, import and export of Category 1 drugs (Papaver Somniferum L, raw opium, cooked opium, cocca plants, cocca leaves, raw cocaine, cocaine, cannabis sativa, methamphetamine, and alike); Category 2 drugs (alphacetylmethadol, betamethadol, dextromoramide, hydromorphone, trimeperidine, and alike); Category 3 drugs (Acetyldihydrocodeine, ethylmorphine, propiram, and alike); drugs precursors
Virtual currency that can be monetized, resold, or converted to physical or digital products and services or otherwise exit the virtual world (e.g., Bitcoin); sale of stored value or credits maintained, accepted and issued by anyone other than the seller, unless in accordance with any applicable law or regulation or rule of authorized regulatory body.
* legislation may change from time to time, from the first time this list was created.
any over-payment, payment error, refund or other invalid payment caused by You or Your End-Users (collectively, “Invalid Payment“);
any error, default, negligence, misconduct, disabling or non-observance of security features by You, including failure to comply with Clause 8.1;
fraud by You or any of Your Merchants, including any of their respective employees, directors, officers, representatives or anyone acting on behalf of You or Your Merchants;
when lost or stolen payment credentials or accounts are used to purchase products or services from You;
when there has been a compromise of Your username or password or any other unauthorized use or modification of Your account on Our platform;
Your failure to comply with terms of the Agreement or thisT&C;
Our products or serviceswhich have been modified by parties other than Us;
Your or any of Your Merchants’ use of Our products or services in conjunction with data where use of such data gave rise to an infringement claim;
any failure from You to install upgrades or patches provided by Us where such upgrade or patch would have avoided such Losses;
Your use of Our products or services in a manner inconsistent with the Documentation;
Your use of Our products or services with software or hardware not authorized by Us;
any absence of or deficiency in any license or permit in respect of Your business activities and operations;
to any claim related to any infringement of any intellectual property committed by you;
any other Losses, fines, penalties, claims (including, inter alia, legal and professional adviser costs), and damages suffered or incurred by Your as a result of any tort (including, inter alia, negligence and misrepresentation), breach of statutory duty, fraud, fraudulent misrepresentation, wilful damage to property or person or any other wilful or unlawful misconduct, in each case, attributable to or caused by You or any of Your employees, directors, officers, representatives, agents or affiliates; and
Your or any of Your Merchants’ failure to comply with its obligations with respect to any Transaction vis-a-vis any End-User.
deduct the Losses amounts in question from the balance in Your Dashboard immediately and without objection or refusal by You, or
in the event of insufficient balance in the Dashboard, we shall issue a written notice to You to request any reimbursement of said Losses amounts, and You shall make such reimbursement within seven (7) calendar days of receipt of such notice;.
provided always that any delay or inaction by Us to make such deduction or send such notice shall not constitute or be construed as a waiver of any or all of Our rights in relation to such Losses to which we are entitled.