ICICI Bank Limited

Terms & Conditions applicable to customers using Bank Plugin on ERP Platform

These terms and conditions (“Terms and Conditions”) shall govern the use of Bank Plugin (defined below) offered by ICICI Bank Ltd. (“ICICI Bank”) in association with third party service providers. These Terms and Conditions shall be in addition to any other terms as stipulated by ICICI Bank from time to time on its Website (defined below) whether pertaining to Bank Plugin or in relation to other products like current accounts, services or offers provided by ICICI Bank.

1. DEFINITIONS

For the purpose of these terms and conditions, these terms shall have the following meanings ascribed to them:

• "Affiliate" means and includes: any company which is the holding or subsidiary company of ICICI Bank, or a Person under the Control of or under common Control with ICICI Bank, or any Person, in 26% or more of the voting securities of which, ICICI Bank has a direct or beneficial interest or Control. For the purpose of the definition of Affiliate, "Control" when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of the vote carrying securities, by contract or otherwise howsoever and "Person" means any individual, company, firm, corporation, a partnership, trust or any other entity or organization or other natural or legal person.
• “Bank Plugin” means an extension software program which provides additional features to the host program without altering the host program itself. In this case the plugin (Bank Plugin) will be an extension to the Customers’ ERP software (Eg. – Tally and Busy). Bank Plugin will be able to establish a connection between the Customers’ ERP software and their CIB platform / InstaBiz Application and through this plugin; the Customer will be able to initiate Payment Instructions to CIB from within their ERP Platform.
• “Bank Plugin Onboarding Platform” or “Plugin Onboarding Platform” or “Onboarding Platform” refers to a platform hosted on the platform of a third party service provider; offered, operated and maintained by ICICI Bank in association with third party service providers, for the purpose of registration of Customers who are interested in availing the service of Bank Plugin for their ERP Platform.
• “Corporate Internet Banking” / “CIB” refers to ICICI Bank’s corporate internet banking platform.
• “Customer” or “ERP User” means a customer of ICICI Bank having a current account with ICICI Bank and availing CIB and / or InstaBIZ who is also a licensed user of the ERP platform in concern for which the Bank Plugin is offered.
• “ERP Platform” or “Enterprise Resource Planning Platform” means the business process management software of any enterprise resource planning software provider used by the Customer.
• “Enterprise Resource Planning Software Provider” means the software provider who owns the ERP Platform.
• “InstaBIZ” refers to ICICI Bank Mobile Banking application developed by ICICI Bank and whose intellectual property rights are vested with ICICI Bank.
• "Payment Instructions" means the instructions to make payments given by the Customer to ICICI Bank through Bank Plugin.
• “Services” includes but is not limited to initiating payment transactions, receiving payments, fetching current account balance and reconciliation functionalities of Bank Plugin.
• "Payment Instructions" means the payment instructions to make payments given by the Customer to ICICI Bank on the Bank Platform through Bank Plugin.
• “Website” refers to the website owned, established and maintained by ICICI Bank at www.icicibank.com.
2. INTERPRETATION

For the purpose of these Terms and Conditions, a reference to:

• an "amendment" includes a supplement, modification, novation, replacement or reenactment and "amended" is to be construed accordingly; an "authorization" or "approval" includes an authorization, consent, clearance, approval, permission, resolution, license, exemption, filing and registration;
• "law" includes any constitution, statute, law, rule, regulation, ordinance, judgment, order, decree, authorization, or any published, directive, guideline, requirement or governmental restriction having the force of law, or any determination by, or interpretation of any of the foregoing by, any judicial authority, whether in effect as of the date of signing/submission of the application or thereafter and each as amended from time to time.
• the singular includes the plural (and vice versa);
• the headings in these Terms and Conditions are inserted for convenience of reference only and are to be ignored in construing and interpreting the Terms and Conditions;
• reference to the words "include" or "including" shall be construed without limitation;
• reference to a gender shall include references to the female, male and neuter genders;
• all approvals, permissions, consents or acceptance required from ICICI Bank for any matter shall require the prior, written approval, permission, consent or acceptance.
• in the event of any disagreement or dispute between ICICI Bank and the Customer regarding the materiality of any matter including of any event, occurrence, circumstance, change, fact, information, document, authorization, proceeding, act, omission, claims, breach, default or otherwise, the opinion of ICICI Bank as to the materiality of any of the foregoing shall be final and binding on the Customer.
3. ACCEPTANCE OF TERMS AND CONDITIONS
• Upon successful completion of the registration process on the Bank Plugin Onboarding Platform for availing the Services, the Customer acknowledges and agrees to abide by these Terms and Conditions. These Terms and Conditions constitute the legal, valid and binding obligations of the Customer, enforceable against the Customer in accordance with applicable law.
• The Customer hereby agrees to link its account on the ERP Platform with his current account held with ICICI Bank through Bank Plugin.
• The Customer understands and agrees that it is granting permission to ICICI Bank to embed Bank Plugin within its ERP Platform to avail Services and accord Payment Instructions.
• The Customer agrees and understands that its use of Bank Plugin and the various Services on the ERP Platform is subject to these Terms and Conditions and are offered at the sole discretion of ICICI Bank upon acceptance of and adherence to these Terms and Conditions by the Customer.
• On accepting these Terms and Conditions, the Customer/s hereby declare, confirm and agree that ICICI Bank and/ or its authorised representative may contact such Customer/s via, including but not limited to, calls, SMSs, email, social media etc. through their registered phone number/s and email address/es.
4. GENERAL TERMS AND CONDITIONS
• Customers acknowledge that they are responsible for ensuring the accuracy of information provided to ICICI Bank, including but not limited to the purpose of registration, activation, providing Payment Instructions and availing Services. Information includes but is not limited to, beneficiary name, account number, IFSC code and beneficiary details sent to ICICI Bank through Bank Plugin or any other details for new services being rendered by Bank Plugin
• The Customer shall ensure that details including but not limited to ERP Serial no./ License no. provided to ICICI Bank at the time of registration are correct and belong to the Customer.
• The Customer understands that its proper and uninterrupted use of Bank Plugin is subject to it meeting the minimum system requirements (which includes but is not limited to the Customer having, operating software – Microsoft Windows XP or above and ERP Platform – Busy Accounting software version 18 or above or Tally Prime / Tally ERP 9 version 6.6.3 or above) as updated from time to time.
• Transaction limits and timelines for different modes of transactions will be applicable as per CIB limit and Schedule Of Charges of ICICI Bank’s Current Accounts. These Terms and Conditions are in addition to and not in derogation to the ‘Terms and Conditions of Current Accounts’ (https://www.icicibank.com/content/dam/icicibank/india/managed- assets/docs/terms-condition/current_ac_tc.pdf ), as may be applicable from time to time. In case of any inconsistency between these Terms and Conditions and Terms and Conditions of Current Accounts, then these Terms and Conditions shall prevail.
• Authorization workflow and limits will be applicable as per authorization matrix defined for the Customers’ current account with ICICI Bank. For multiple users, using the same User ID linked with Bank Plugin, the level access type of each user can be modified as per the specified authorization matrix.
• The Customers shall bear goods and services tax and any other statutory levies as may be applicable from time to time.
• The Customer/s hereby authorize ICICI Bank to accept and act upon any and all Payment Instructions and collection instructions received by ICICI Bank through the Bank Plugin as though the same were given through CIB/ Insta BIZ by the authorized users of the respective registered current account of the Customer/s on CIB / Insta BIZ.
• The Customer/s agree to defend, hold harmless and indemnify ICICI Bank, its directors and employees, representatives, agents and/or its Affiliates, as the case may be, at their own expense, without any delay or demur against any and all suits, costs, claims, proceedings counter claims, actions, losses, damages, liabilities, demands, expenses (including, without limitation, attorney's fees and court costs) whatsoever which ICICI Bank may suffer / incur arising out of or in relation to: breach of any of these Terms and Conditions ICICI Bank executing any instructions of the Customer received by ICICI Bank through Bank Plugin. ICICI Bank acting on or omitting or refusing to act on any instructions given by such Customer/s or otherwise for use of the Services; failure to provide the Services or any delay in providing the Services due to any failure, issue, error or discrepancy in the technology network of ICICI Bank and/or any service provider and/or; such Customer/s permitting any third party to use/ avail the Services; breach of any intellectual property rights of ICICI Bank or any confidentiality obligations. any defect in the Services; discontinuation of Services pursuant to non – payment of applicable fees and charges by the Customer; any unauthorized use of the Services / Bank Plugin acts done by ICICI Bank on the instruction by any person impersonating as a Customer; any false, incorrect or fraudulent information provided by the Customer the exercise by ICICI Bank of its right to terminate the Bank Plugin and / or the Plugin Onboarding Platform and /or its agreement concerning the same; any injury to the credit character and reputation of the Customers alleged to have been caused by the closure of the Bank Plugin and / or Bank Plugin Onboarding Platform or ICICI Bank’s agreement concerning the same; malfunction / alteration / disruption of ERP for any reason whatsoever; malfunction / alteration / disruption of Customer’s computer systems / software; hacking / fraud / loss or theft of data or any other items which may or may not have monetary value, in relation to the Client’s use of Bank Plugin due to any reason whatsoever;
• Customer/s hereby agree and authorize ICICI Bank to share their personal information (address, email ID, corporate ID, user ID, ICICI Bank account number and mobile number, all registered with ICICI Bank) with any third party service providers for the purpose of registering such Customer/s as a user of Bank Plugin on the Bank Plugin On-boarding Platform. Customer/s further agree that once the abovementioned personal information is shared by ICICI Bank, the usage of such personal information by third party service providers shall be governed by their privacy policy and terms and conditions. ICICI Bank shall have no liability or responsibility whatsoever for any misuse/ usage, or any loss, harm or damage arising to such Customers/ any other person from the usage, misuse of such data in any manner whatsoever, by the third party service providers or any other person.
• The Customer/s hereby accept and agree that, all acts done, actions made and activities taking place on ERP Platform shall be governed by the terms and conditions and privacy policy of ERP Platform. ICICI Bank does not control or endorse the same or any other services provided / product sold on the ERP Platform and bears no responsibility or liability pertaining to or arising from such products/ offers/ policies or the non-delivery/ untimely delivery thereof. All such products/ services/ offers shall be at the sole discretion and liability of the ERP Software Provider, whether or not the same is available through any platform of ICICI Bank. Any disputes arising in relation to the services/ products provided on the ERP Platform shall be settled with the ERP Software Provider directly without reference to ICICI Bank in any manner whatsoever. In case of any inconsistency between these Terms and Conditions of Bank Plugin; and the terms and conditions and/ or privacy policy of the ERP Software Provider, these Terms and Conditions of the Bank Plugin shall prevail.
• In no event shall ICICI Bank be liable to the Customer/s for any liability including but not limited to special, incidental, direct, indirect, punitive or consequential damages whatsoever (including, without limitation, damages of loss of goods or services, loss of business profits, business interruption, loss of information, or any other pecuniary loss) arising out of the use of, or inability to use or access of the Bank Plugin or for any security breach or any virus, bug, unauthorized intervention, defect, or technical malfunctioning of Bank Plugin and/or ICICI Bank systems, whether or not foreseeable and whether or not ICICI Bank have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out, of or in connection with, the customer’s use of, or access to, Bank Plugin . Further, ICICI Bank shall not be liable to the Customer/s for any temporary disablement, permanent discontinuance of the Services by any vendor or ERP Software Provider or any the Third Party Service Providers or for any consequences resulting from such actions.
• The Customer agrees and undertakes to hold ICICI Bank harmless in case Bank Plugin alters / modifies / disrupts the ERP Platform or its use of the ERP Platform at any time.
• The Customer agrees and undertakes to hold ICICI Bank harmless if any Service / Bank Plugin function is interrupted or becomes in accessible due to any reason beyond the control of ICICI Bank.ICICI Bank reserves all rights in Bank Plugin and can modify/ discontinue/ limit the Services, offerings and pricing from time to time at its own discretion.
5. FEES AND CHARGES
• The Customer understands that its use of the Services and Bank Plugin is subject to payment of the applicable fees and charges.
• The applicable fees and charges as amended from time to time may be viewed by the Customer at the user dashboard in the logged in section of Bank Plugin post completion of registration.
• The Customer understands that ICICI Bank may at any time, without any notice, revise the charges and the Customer shall have to refer the above mentioned user dashboard for any updated charges. After the end of its current billing cycle / subscription period, the Customer shall pay the fees and charges applicable from time to time in order to keep enjoying the Services and Bank Plugin. If the Customer fails to pay the applicable charges before the end of its current billing cycle / subscription period, ICICI Bank reserves the right to terminate / suspend Services and Customer’s access to Bank Plugin, without any notice.
• Transaction charges for different modes of payment and collection transactions will be applicable as per the Schedule of Charges of the current account. Charges applicable on the Customer for availing of Services and using Bank Plugin shall be indicated on Bank Plugin Onboarding Platform. These charges are liable to be modified at any time at the discretion of ICICI Bank;
• Any payment debited towards the purchase of the Bank Plugin SHALL BE NON- REFUNDABLE.
6. DISCLAIMER
• The Customer understands that all Payment Instructions shall be relayed to ICICI Bank through the Bank Plugin. ICICI Bank shall solely act on the transaction information and details provided by the Customer through Bank Plugin. ICICI Bank disclaims all liability in relation to execution of Payment Instructions pursuant to any erroneous instructions / incorrect information provided by the Customer. Additional terms and conditions applicable on the various modes of payments can be viewed by the Customer on the Website.
• The Customer understands and agrees that in order to avail the Services and use Bank Plugin, the Customer must have an active current account with ICICI Bank along with active CIB / Insta BIZ access linked to the current account. The Customer may visit any ICICI Bank branch in order to get the same activated.
• If the Customer makes any payments in order to use the Services / Bank Plugin without having an active current account with ICICI Bank along with active CIB / Insta BIZ access linked to the current account then ICICI Bank shall refund such payment made by the Customer.
• The Customer understands that Bank Plugin is being brought by ICICI Bank, having its registered office at ICICI Bank Tower, Near Chakli Circle, Old Padra Road, Vadodara 390007 and its corporate office at ICICI Bank Towers, Bandra Kurla Complex, Bandra, Mumbai, 400051 in association with other third party service providers. The Customer understands that the aforementioned third parties and the ERP Software Providers may provide additional terms and conditions for the use of the Bank Plugin. Customer shall be responsible for checking for and compliance with such additional terms and conditions.
• Nothing contained herein shall constitute or be deemed to constitute an advice, invitation or solicitation to purchase or use any products/ services of third party service providers / ERP Platform. ICICI Bank makes no representation about the quality, delivery, usefulness, applicability or otherwise of the goods / services offered by ICIC Bank / third party service providers / ERP Platform / any other third party.
• Misuse / distortion of any intellectual property, or any other content displayed herein is strictly prohibited.
• The Bank Plugin and the Services are being provided on an “as is” basis and ICICI Bank specifically disclaims all implied warranties of merchantability, fitness for a particular purpose and non- infringement.
• The subscription to Bank Plugin will be automatically discontinued if not renewed within 1 year from date of subscription as per the prevailing pricing campaign from time to time ICICI Bank shall not held responsible for any liability regarding registration and activation of Customer’s current account with Bank Plugin done by any user stated in the current account MOP of the Customer.
• ICICI Bank shall not be held responsible for any acts / omissions / deficiency in service on part of the ERP Software Provider / any other third party service provider.
7. TERMINATION

The Customer understands that the access of the Customer to the Services / Bank Plugin shall be automatically terminated in the event the current account of the Customer/access to CIB or Instabiz is terminated/ marking of freeze by ICICI Bank.

8. MISCELLANEOUS
• All information provided by the Customer/s to ICICI Bank are true and correct. Customer/s shall promptly notify ICICI Bank on the occurrence of any event leading to any information subsequently becoming untrue or incorrect.
• ICICI Bank reserves the right to modify, withdraw or discontinue the provision of Services, or any part thereof without assigning any reasons whatsoever. Neither anything contained in these Terms and Conditions, nor shall provision of the Services and/ or the Bank Plugin and / or the Bank Plugin Onboarding Platform be construed as an obligation on ICICI Bank to continue the provision of the Services or any part thereof and/ or Bank Plugin.
• In all matters relating to the Services and/ or Bank Plugin, the decision of ICICI Bank shall be final and binding on all parties including the Customer. These Terms and Conditions shall be governed by the laws of India and any disputes shall be referred to the exclusive jurisdiction of the competent courts at Mumbai.
• The Customer/s agree that ICICI Bank reserves the right to change any of these Terms and Conditions without giving any prior notice or intimation in this regard. Any changes to these Terms and Conditions shall be as may be hosted by ICICI Bank on its Website or on and www.bankplugin.com. The Customer shall be liable to be informed of such changes as soon as they come into effect and be compliant with the same.
• ICICI Bank may assign, in whole or in part, the benefits or obligations of these Services / Terms and Conditions to its Affiliates, or any other entity, for any other reason whatsoever. ICICI Bank shall not require approval or consent of the Customers for assigning rights and obligations and shall at their own discretion provide an intimation of such assignment to the Customers.
• The Customers shall not assign, in whole or in part, the benefits or obligations pursuant to these Terms and Conditions.
• Unless otherwise expressly stated, failure to exercise or delay in exercising a right or remedy, hereunder shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies, and no single or partial exercise of any right or remedy, hereunder shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.
• If any provision hereunder becomes, in whole or in part, invalid or unenforceable but would be valid or enforceable if some part of that provision was deleted, that provision shall apply with such deletions as may be necessary to make it valid. If any court/tribunal of competent jurisdiction holds any of the provisions, hereunder unlawful or otherwise ineffective, the remainder shall remain in full force and the unlawful or otherwise ineffective provision shall be substituted by a new provision reflecting the intent of the provision so substituted.
• Customers shall act in good faith at all times in relation to all dealings with ICICI Bank.
• Customers agree to be vigilant regarding the payment transactions happening through their Bank Plugin Platform integrated with the ERP and shall intimate ICICI Bank any misuse, fraud or theft, as soon as the same is discovered by her/him.

ICICI Bank Ltd.

Additional terms and conditions in relation to sharing of data applicable on the customers using Bank Plugin

• I hereby allow ICICI Bank to link my Tally / Busy account with my current account with ICICI Bank
• I hereby allow Tally / Busy and third party service providers to store my Corporate ID, User ID & current account no. only for the purpose of linking my ICICI Bank current account with my Tally / Busy account.
• I hereby allow Tally / Busy and third party service providers to store my bank statement and bank balance of my above linked account on my behalf pursuant to me providing instructions to view my account balance, fetch account statement services and reconciliation services.
• I hereby allow Tally / Busy and third party service providers to store my transactional data including transaction status, beneficiary details for transaction initiation and reconciliation pursuant to any payment instruction given by me.
• I understand that the above data shall be used for the purpose of linking my ICICI Bank Current Account with my Tally / Busy Account and carrying out the above mentioned instructions given by me.
• I understand that the above data shall be subject to the privacy policy of Tally / Busy and third party service providers.
• I understand that the GST certificate will be issued on GST Number & email id registered with debit account number. Bank Plugin registered GST Number and email id remains nullified.