Terms Of Service For Availing Facilitation Services

These Terms of Services ("Terms of Services") shall serve as an agreement that sets forth the terms and conditions which will govern the use and participation of the Parties in the transaction management, escrow facilitation services provided on and through Escrowpay.com powered by ICICI Bank Limited through Trustmore Technologies Private Limited. By selecting to utilize the Facilitation Services (as defined hereunder), the Parties have indicated their acceptance of these Terms of Services and their intent and agreement to be bound by them. If any Party is unwilling to agree to these Terms of Services, the Party shall immediately discontinue further use of the Facilitation Services. If any Party uses any Facilitation Service(s), it shall be bound by the Terms of Services as set forth below:

  1. The Seller and the Buyer, (individually referred to as “Party” and collectively referred to as “the Parties”) as detailed in the Agreement to Sell executed by the Parties (hereinafter referred to as the “said ATS”), have agreed to avail the Facilitation Services subject to and as per the Terms of Services, said ATS and Terms of Use.
  2. For purpose of this Terms of Services:
    1. “Escrow Account Bank” shall mean ICICI Bank Limited, having its branch at Gurgaon at Horizon Centre, Golf Course Road Branch;
    2. “TRUSTMORE” or “Escrow Agent” shall mean Trustmore Technologies Private Limited, a company registered and incorporated under the provision of Companies Act, 2013 having its registered office located at 210, Tower C, Pioneer Urban Square, Sector 62, Gurugram – 122098, Haryana;
    3. “Buyer” shall have the meaning as assigned to it in the said ATS;
    4. “Business Day” shall have the meaning as assigned to it in Para 21 herein;
    5. “Deposit” shall have the meaning as assigned to it in the said ATS;
    6. ‘Escrow Account’ shall mean an escrow account under the name and style of “Trustmore Technologies Private Limited Escrow account” being account number - 341905000172, maintained with ICICI Bank Limited and include all accounts and sub–accounts of accounts opened with the above mentioned account and maintained with the Account Bank for the purposes as set out in detail in the said ATS and Terms of Use.
    7. “Escrow Fees” shall have the meaning as assigned to it in the said ATS;
    8. “Facilitation Services” shall have the meaning as assigned to it in Para 3 herein;
    9. “Losses” shall have the meaning as assigned to it in Para 5 herein;
    10. “Party” or “Parties” shall have the meaning as assigned to it in Para 1 herein;
    11. “Sale Property” shall have the meaning as assigned to it in the said ATS;
    12. “said ATS” shall have the meaning as assigned to it in Para 1 herein;
    13. “Seller” shall have the meaning as assigned to it in the said ATS;
    14. “Terms of Use” shall mean the document on Website that contains the terms and conditions agreed upon at the time of registration by the Buyer / Seller, as well as other terms and conditions of the escrow transaction, Facilitation Services, transaction contemplated under the said ATS, including but not limited to these Terms of Services.
    15. “Website” shall mean www.escrowpayindia.com
  3. Description of the Facilitation Services - The Facilitation Services is escrow facilitation services provided by TRUSTMORE and are powered by ICICI bank Limited. TRUSTMORE will act as escrow agent in a transaction, for facilitating the completion of the transaction contemplated under the said ATS, subject to the terms and conditions of the said ATS, Terms of Services and Terms of Use.

    The Facilitation Services will be limited to (i) facilitation of proposed purchase and sale of the Sale Property between Buyer and the Seller by receiving the payment of Deposit in the Escrow Account, (ii) Obtaining photocopies / scanned copies of documents from the Seller pertaining to Sale Property through its Website, and (iii) releasing the Deposit, after deducting the Escrow Fees, to the Seller / Buyer, as the case may be, from the Escrow Account as per terms and conditions of the said ATS, Terms of Services and Terms of Use.

  4. Limits on the Facilitation Services - The Facilitation Services are only available for lawful real estate transactions and transactions not otherwise excluded or prohibited under any applicable law for the time being in force. Only Parties registered on the Website may use the Facilitation Services.
  5. Prohibited transactions – Parties shall not utilize the Website or the Facilitation Services in connection with any transaction that is illegal or involves any illegal items, or is for any unlawful purpose under any applicable laws. In addition, Escrow Agent, in its sole discretion, may refuse to complete any transaction that Escrow Agent has reason to believe is unauthorized or made by someone other than the Parties, may violate any law, rule or regulation, or if Escrow Agent has reasonable cause not to honor it. Each Party agrees to indemnify and hold Escrow Agent harmless fromall suits, costs, claims, proceedings counterclaims, actions, losses, damages, liabilities, demands, expenses (including, without limitation, attorney’s fees and court costs) whatsoever (“Losses”) resulting from any use or attempted use of the Facilitation Services in violation of the Terms of Services.
  6. Rejection of Payment - Since the use of a bank account, or the making of an electronic funds transfer may be limited by each Party’ agreement with their financial institution and/or by applicable law, Escrow Agent is not liable to any Party if Escrow Agent does not complete the Facilitation Services as a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an Escrow Account.
  7. General Conditions of Use – Any Party arriving at the Website through entities linked and/or integrated with Escrow Agent or otherwise by or through a third party (e.g., an auction, exchange, or Internet-based intermediary that hosts electronic marketplaces and mediates transactions among businesses), authorizes such third party to transfer relevant data to Escrow Agent to facilitate the transaction. The Parties represent and warrant that all information provided to Escrow Agent or to such third party will be true, accurate and complete.
  8. Obligations of Sellers - Each Seller must designate an Account to which payment shall be made by Escrow Agent. Each Seller authorizes Escrow Agent and its authorized agents to initiate credit entries to such Seller's account for payment of the consideration of the Sale Property. Each Seller in a transaction shall fulfill its obligations as set forth in the said ATS, Terms of Services and Terms of Use.
  9. Obligations of Buyers -The Buyer must designate a payment mechanism and a bank account from which the consideration of the Sale Property and Escrow Fees will be remitted into Escrow Account. Depending on the amount of the transaction as detailed in the said ATS, Buyer may remit the necessary funds via various methods, which may include Real Time Gross Transfer (RTGS), National Electronic Fund Transfer (NEFT), Immediate Payment Service (IMPS), cheque, pay order / demand draft or wire transfer.

    In the case of wire transfers, Buyer will initiate the wire to the Escrow Account on or before the date set forth in the said ATS. Regardless of the payment method, Buyer authorizes Escrow Agent and its authorized agents to initiate credit or debit transactions, as applicable, to obtain the consideration of the Sale Property and Escrow Fees due and to initiate any debit or credit entries or reversals, as the case may be, as may be necessary to correct any error in a payment or transfer and to discharge Buyer's obligations under the said ATS, Terms of Services and / or and Terms of Use.

  10. Escrow Agent’s Responsibilities –
    1. The Escrow Agent shall not be liable for any error in judgment, for any act taken or not taken, or for any mistake of fact or law, except for gross negligence or willful misconduct.
    2. The Escrow Agent shall not be responsible or liable to conduct due diligence of the Sale Property under the said ATS. The Buyer shall be solely responsible to conduct the due diligence of the Sale Property to his/her/its satisfaction before executing the Sale Deed.
    3. The Escrow Agent may rely upon any notice, demand, request, letter, certificate, agreement or any other document which purports to have been transmitted or believed by it to have been signed by any of the authorized signatories of a concerned Party or signed by or on behalf of a Party indicated as the sender or signatory thereof as per the terms of the said ATS and these Terms of Services. The Escrow Agent shall not be bound in any such case to call for further evidence, or to make any inquiry or investigation regarding its genuineness or be responsible for any Losses or inconvenience that may be occasioned by its failure to do so.
  11. Cancelling a transaction - In Escrow Agent’s sole discretion, Escrow Agent may cancel any transaction if any Party to a transaction fails to agree on the terms as given hereunder or the said ATS, Terms of Services and/or Terms of Use.
  12. Statements, Verification –The Parties agree that all disclosures and communications regarding transaction in the said ATS and the Facilitation Services shall be made by e-mail or on the Website.
  13. Digital Identification –The Parties understand and agree that Escrow Agent will create, issue, and verify a digital identification (a "Digital ID") for each Party. This Digital ID is attached to each accepted electronic document and notification e-mails. The Parties agree that their Digital ID is a valid electronic signature.
  14. Fees- Buyer agrees to pay the Escrow Fees for the Facilitation Services, as well as any other applicable fees. Once paid, Escrow Agent’s fees are nonrefundable. Escrow Agent fees may change from time to time in Escrow Agent's absolute and sole discretion. The Parties agree that they shall bear all interest, tax, service tax, all other duties and charges (including stamp duty in connection with this Terms of Services) and taxes (of any description whatsoever) as may be levied from time to time by the Government or other authority in respect of or in connection with the services being rendered to the Parties under these Terms of Services. In the event the Parties fail to pay the monies referred to above, the Escrow Agent shall be at liberty to pay and recover the same from the Parties including by deducting from the amounts lying in the Escrow Account.
  15. Security – The Parties agree and acknowledge that the Facilitation Services may not be uninterrupted or error free or free from any virus or other malicious, destructive or corrupting code, program or macro. Escrow Agent will adopt such technical and non-technical security measures that it considers are appropriate to render the Facilitation Services and will make all requisite efforts to provide uninterrupted services subject to downtime and regular maintenance. However, Escrow Agent does not guarantee that such security measures cannot be subverted to gain unauthorized access.
  16. Disclaimers –The Parties expressly agree that their use of the Facilitation Services is at their sole risk. The Facilitation Services are provided on a strictly "as is" and "as available" basis. Escrow Agent MAKES NO WARRANTY WITH REGARD TO THE UNDERLYING TRANSACTION, ANY SERVICES OBTAINED BY PARTY THROUGH THE USE OF THE WEBSITE OR THE FACILITATION SERVICES, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES OR THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE.

    Escrow Agent expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Escrow Agent shall not be liable or responsible for those warranties and representations, if any, offered by any Seller or Buyer. No advice or information, whether oral or written, obtained by any Party from Escrow Agent or through the Facilitation Services shall create any warranty not expressly made herein.

  17. The Parties acknowledge and agree that Escrow Agent does not endorse the website of any third party, or assume responsibility or liability for the accuracy of any material contained therein, or any infringement of third party intellectual property rights arising therefrom, or any fraud or other crime facilitated thereby. In no event will Escrow Agent be liable for any act or omission of any third party, including, but not limited to, your financial institution, any payment system, any third party service provider, any provider of telecommunications services, internet access or computer equipment or software, any mail or delivery service or any payment or for any circumstances beyond Escrow Agent's control (including but not limited to, fire, flood or other natural disaster, war, riot, strike, terrorism, act of civil or military authority, equipment failure, computer virus, infiltration or hacking by a third party, or failure or interruption of electrical, telecommunications or other utility services).
  18. In pursuance whereof the Parties agree that by executing the said ATS, transferring money in the Escrow Account and / or availing the Facilitation Services, the Parties are deemed to have agreed to these Terms of Services and are deemed to have represented and warranted that:
    1. The Parties have the necessary consents, licenses, approvals (including from Government Authorities) and necessary power, authority and the legal right to agree to these terms and have taken all necessary actions required for the validity, enforceability and performance of their respective obligations and duties in terms hereof;
    2. These Terms of Services constitute the legal, valid and binding obligations of the Parties, enforceable against the Parties in accordance with applicable law;
    3. The entry into and performance by the Parties of its obligations /duties under these Terms of Services and any other document related hereto does not and will not violate, in any respect:
      1. any law, regulation, judgment, decree or order of any legislative, executive, judicial, quasi – judicial or regulatory authority (hereinafter referred to as “Government Authority”) having jurisdiction or control over the Parties;
      2. The organizational documents of the Parties; or
      3. Any document, contract or other undertaking to which any of the Parties is a party or which is binding on the either of them or any of its assets;
  19. By availing the Facilitation Services, each of the Parties are deemed to have agreed, represented and warranted that:
    1. The role of the Escrow Agent shall be limited to such functions as expressly laid out herein or as indicated by the Escrow Agent specifically to the Parties or by the Parties to the Escrow Agent in accordance with the terms hereof;
    2. The Escrow Agent and the Account Bank shall not be liable for any claims made by or arising against any of the Parties and/or any third parties , in relation to any duties, actions or obligations performed and / or rights or powers exercised by Escrow Agent and / or the Account Bank. The Parties also agree that the Escrow Agent shall not be liable to any of them for any Losses that any of them may suffer or incur either directly or indirectly as a result of the transactions contemplated herein and/or under the said ATS.;
    3. The Parties will not in any manner, by themselves or by any agent or representative or consultants appointed by them, voluntarily or involuntarily, portray or represent the Escrow Agent and Account Bank as a party to any such document entered into or understood to have entered into between the Parties; and
    4. The Escrow Agent can conduct business with the Account Bank in the normal course of the Account Banks business. The Account Bank is under no obligation to disclose any details of such transactions to any of the Parties whatsoever.
  20. Each of the Parties shall, at any time and from time to time upon the request of the other Parties and / or Escrow Agent, promptly and duly, do or permit to be done all such acts and execute and deliver or permit the execution and delivery of any and all such instruments and documents as the other Parties and / or the Escrow Agent, as the case may be, may consider necessary for the purpose of the Parties obtaining the full benefit of these Terms of Services.
  21. The Escrow Agent shall, if by the terms hereof be required to perform any act / take any action on or within a period ending on a day which is not a day (other than Sunday or a public holiday) on which Escrow Agent is open for business in the place where the Escrow Account is held (“Business Day”), then such action will be performed / taken by the Escrow Agent on the immediate succeeding Business Day.
  22. Not withstanding anything contrary contained herein, the Escrow Agent may refrain from taking any action which in its opinion, would or might contravene any law in any relevant jurisdiction, and do all such things in its opinion to comply with all applicable law. The Escrow Agent shall not be obliged to make any transfer from the Escrow Account if so directed by any Government Authority.
  23. The Parties will at all times maintain confidentiality regarding the contents of these Terms of Services and they shall not make any announcement to the public or to any third party regarding the arrangements contemplated herein without the prior written consent of the Escrow Agent. The Escrow Agent shall be free to disclose the contents of these Terms of Services and all information in relation to the Parties to its affiliates and subsidiaries and for the promotion of its business and if required with any Government Authority.
  24. All the notices and other communications required under these Terms of Services shall be in writing and:
    1. if delivered personally or by courier or if sent by registered mail, be deemed given upon delivery at their respective address provided for this purpose in the said ATS submitted by the Parties to the Escrow Agent or if to the Escrow Agent at the address provided for delivery of notices in said ATS submitted by the Parties to the Escrow Agent; and
    2. if sent by facsimile transmission or e-mail, be deemed given on receipt of a confirmation but when sent to the facsmile number as provided against the Party in the said ATS (marked to the attention of the person named therein) or if to the Escrow Agent to the facsimile number or e-mail as provided against the Escrow Agent in the said ATS (marked to the attention of the person named therein).
    3. Any Party may, from time to time, change its address for the purpose of notices to that Party by giving a notice to the Escrow Agent and the other Parties specifying a new address, but no such notice will be deemed to have been given until it is actually received by the other Parties and the Escrow Agent.
  25. The Parties shall jointly and severally from time to time, on demand by the Escrow Agent, indemnify the Escrow Agent and keep the Escrow Agent and its employees, officers, directors, agents, representatives etc. indemnified and saved harmless against any and all Losses which the Escrow Agent may suffer / incur:
    1. in acting in its capacity as the Escrow Agent hereunder, including any claims for any taxes, payable by any of the Parties, which are made on the Escrow Agent and / or any costs or expenses charged to it by any persons engaged by it in connection with the transactions herein;
    2. as a consequence of the Escrow Agent relying upon any certificate, notice, demand, direction or communication, by whatever named called, signed by, or with the authority of a Party;
    3. in acting upon the provisions of the said ATS, Terms of Use or any instructions received by it from the Parties in terms hereof; and/or
    4. as a consequence of any breach or misrepresentation by any Party.
    5. The indemnities contained in this clause shall survive the termination of the arrangement with the Escrow Agent.
  26. The Parties agree that notwithstanding anything contained in these Terms of Services, said ATS and the Terms of Use, the aggregate liability of the Escrow Agent to the Parties or any of them or any third party, for any action done or omitted to be done under or pursuant to these Terms of Services or for any breach of any covenant, shall at all times be limited to the Escrow Fees actually received by the Escrow Agent from the Buyer. Provided however that the Escrow Agent shall not be liable for any indirect or consequential loss or damage, or special or punitive or exemplary damages, or loss of profit, business, revenue, goodwill or anticipated savings to the Parties. The Escrow Agent shall also not be liable for any Losses that are finally judicially determined to have resulted primarily from the negligence or infringing action of any of the Parties or any other person.
  27. The obligations of the Escrow Agent contained herein will be subject to any occurrence resulting in prevention from or delay or interruption in performing its obligations if such prevention, delay or interruption is due to any event beyond the reasonable control of Escrow Agent, including, without limitation, unavailability of any communication system, internet network issue, malware, virus attack, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, changes in legislation, laws and/or Acts, order, notification, circular of any Government Authority, department, judgment, order, ruling etc., of any Court, tribunal, board, judicial authority etc., and other allied acts of regulatory nature then Escrow Agent shall not be deemed to be in default. The Escrow Agent shall not be liable for any action or claim or Losses, from any party, arising out of its inability to perform the obligations for the reasons stated herein.
  28. These Terms of Service shall, subject to the rights of the Escrow Agent to resign, remain in full force and effect until the said ATS is cancelled / terminated in terms of the said ATS.
  29. The Escrow Agent may, at any time, give notice of its intention to resign as Escrow Agent. If, within 10 (Ten) days of such notice, Escrow Agent has not received any notice from the Parties involved in a transaction that they have designated a substitute escrow agent (which notice shall identify the substitute escrow agent), Escrow Agent may discharge its duties under the said ATS, Terms of Services and Terms of Use by remitting / depositing the amounts received from the Buyer, in the account designated by the Buyer or court of competent jurisdiction, as required, and thereafter the Escrow Agent shall be released from any and all duties, liabilities and obligations with respect to the transaction contemplated under the said ATS.
  30. The Escrow Agent may suspend or terminate the Parties right to use the Facilitation Services at any time, without any notice for any reason in Escrow Account’s sole discretion. Except as warranted by risk to the security, privacy or integrity of the Facilitation Services, Escrow Agent will attempt to provide you with prior notice of the suspension or termination of the Facilitation Services by sending the Parties an e-mail, but Escrow Agent is not obligated to do so. Each Party shall remain liable for all transactions initiated by it through the Website or by using Facilitation Services.
  31. These Terms of Services and the transactions contemplated herein shall be binding upon and inure to the benefit of each Party hereto and the Escrow Agent and their successors and assigns. The Terms of Services shall not confer upon any person other than the Parties hereto and the Escrow Agent, the benefit of any rights or remedies hereunder.
  32. The Parties shall not assign or transfer all or any of its rights, benefits and obligations hereunder, without prior written consent of the Escrow Agent. The Escrow Agent may, at any time, assign or transfer all or any of its rights, benefits and obligations hereunder to any other financial institution / bank / investment institution or any other person without any consent or approval whatsoever being required to be obtained from any of the Parties.
  33. In case there is any inconsistency between these Terms of Services and any other mandate, writings, letters and documents, the provisions of these Terms of Services shall prevail.
  34. If any provision of these Terms of Services is held to be illegal, invalid, or unenforceable under any present or future law such provision will be severable and these Terms of Services will be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof and the remaining provisions of these Terms of Services shall remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or its severance here from.
  35. Modification: Escrow Agreement reserves the right change these Terms of Services, or any portion thereof, at any time, without prior notice. Each time a Party log in on the Website or request for any Facilitation Service the same will constitute such Party’s Agreement to the Terms of Services, as amended from time to time in Escrow Agents sole discretion, and evidence that you have read, understood and accepted the then applicable Terms of Service.
  36. These Terms of Services, the transactions contemplated herein and the rights and obligations of the Parties and the Escrow Agent are governed by, and shall be construed in accordance with the laws of India.
  37. The Parties irrevocably agree that any legal action or proceedings arising out of these Terms of Services and in relation to the transactions contemplated herein and the rights and obligations of the Parties and the Escrow Agent, may be brought to Courts of Delhi and irrevocably submits itself to the jurisdiction of that court.
  38. Any and all claims, disputes, questions or controversies involving the Parties and arising out of or in connection with or relating to these Terms of Service, or interpretation, validity, performance, breach or termination hereof shall be resolved by arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 and the rules made there under or any amendments made thereof. For the purpose of such arbitration, the dispute shall be referred to a sole arbitrator to be appointed by the Escrow Agent. The arbitration proceedings shall be conducted in English language and shall be conducted at Delhi. The arbitral award shall be final and binding on the Parties.