TERMS AND CONDITIONS - ONEFIN DEALER MANAGEMENT SYSTEM

Effective Date: 21-11-2025
Last Updated: 21-11-2025

1. Introduction

1.1. These Terms and Conditions (“Terms”) constitute a legally binding agreement between OneFin Technology Solutions Private Limited (hereinafter referred to as the “Company”, “OneFin”, “we”, “us”, or “our”) and the authorized dealer and its employees/personnel/representatives (“Dealer”, “you”, or “your”) who are granted access to and use the OneFin Dealer Management System (“DMS” or “Portal”).

1.2. The DMS is a proprietary platform developed and maintained by OneFin to facilitate the distribution, issuance, activation, and management of FASTags, for the submission of Know Your Customer (KYC) and Know Your Vehicle (KYV) documents, to facilitate and forward disputes related to FASTag issuance, as well as to enable the Dealer to use the Portal as an Inventory Management System for monitoring, controlling, and reporting on FASTag stock levels across multiple dealer locations. The Portal enables the Dealer to:

1.3. By accessing or using the Portal, the Dealer agrees to be bound by these Terms, the dealership terms agreed with OneFin, and all applicable laws, regulations, and regulatory guidelines, including but not limited to those issued by the Reserve Bank of India (RBI), National Highways Authority of India (NHAI), and other competent authorities.

1.4. By accessing or using the Portal, you confirm that you have read, understood, and agreed to these Terms, our Privacy Policy and other applicable policies. If the Dealer does not agree to these Terms, our Privacy Policy and other applicable policies, they must immediately discontinue access and use of the Portal.

2. Definitions

For the purposes of these Terms:

“Dealer” means any entity, including but not limited to automobile showrooms, vehicle dealerships, or authorized resellers, that has entered into a valid and subsisting agreement with OneFin for the purpose of distributing and selling FASTags.

“FASTag” refers to the RFID-enabled electronic toll collection tag issued by partner banks in accordance with the guidelines issued under the National Electronic Toll Collection (NETC) program by NHAI and RBI.

“Issuing Bank” or “Bank” refers to the scheduled commercial banks or other institutions authorized to issue FASTags through OneFin.

“DMS” or “Portal” refers to the web-based platform provided by OneFin for dealer operations, customer onboarding, inventory management, reporting, and related functions.

“Inventory Management System” refers to the DMS module allowing the Dealer to track, manage, and reconcile FASTag stock at various points of sale.

“Sales Team” refers to employees or representatives of OneFin authorized to onboard, manage, and monitor the Dealer.

3. Scope of the Portal Services

3.1. The Portal is designed to:

3.1.1. Unify dealer operations relating to FASTag sales, issuance, activation, and customer onboarding;

3.1.2. Provide real-time visibility of FASTag stock across multiple dealer locations through integrated inventory management tools;

3.1.3. Enable seamless communication and secure data exchange between the Dealer, OneFin, and Issuing Banks;

3.1.4. Support regulatory compliance through structured workflows and auditable records;

3.1.5. Enhance operational efficiency and enable transparent oversight by OneFin.

3.2. The Portal facilitates the following services for use by the Dealer:

3.2.1. Submission of Know Your Customer (KYC) and Know Your Vehicle (KYV) documentation collected by the Dealer from its customers in connection with FASTag issuance;

3.2.2. Electronic transmission of such KYC/KYV documentation to the Issuing Bank through OneFin’s API-enabled integration with the Bank’s systems;

3.2.3. Receipt and onward communication of the Issuing Bank’s decision whether acceptance, rejection, or other response - pertaining to the KYC/KYV submission, without modification, verification, or independent assessment by OneFin;

3.2.4. Dispute submission mechanism, wherein the Dealer may escalate customer-related issuance disputes by sending an email to the designated OneFin Dispute Team email address as specified on the Portal;

3.2.5. Forwarding of such dispute communications to the relevant Issuing Bank and transmission of any responses received therefrom back to the Dealer, without any obligation on OneFin to investigate or resolve the dispute.

3.2.6. As an Inventory Management System to monitor, reconcile, and report FASTag stock.

3.3. The Portal is a facilitative, intermediary technology platform provided solely for the purpose of enabling the Dealer to transmit data and raise disputes as described herein. For the avoidance of doubt, OneFin expressly disclaims and assumes no responsibility or liability for the following:

3.3.1. Verification, authentication, or validation of the accuracy, completeness, legality, or genuineness of any KYC/KYV data or supporting documents submitted by the Dealer;

3.3.2. Investigation, evaluation, mediation, resolution, or adjudication of any dispute, issue, or claim raised by the Dealer in connection with FASTag issuance or functionality;

3.3.3. Any assurance, warranty, or representation regarding the processing timeline, outcome, or result of KYC/KYV submissions or disputes forwarded through the Portal, which remain solely within the purview of the Issuing Bank.

3.4. The Dealer is solely responsible for:

3.4.1. Collecting KYC/KYV documents in accordance with applicable laws;

3.4.2. Obtaining all necessary consents from customers for the use, storage, and processing of such data;

3.4.3. Ensuring submitted data is accurate, complete, and not fraudulent or unauthorized.

3.5. OneFin transmits KYC/KYV data to the Issuing Bank via API through a direct system integration. The Issuing Bank independently reviews, verifies, and authorizes the KYC/KYV. OneFin acts solely as a conduit and communicates the Issuing Bank's decision, whether acceptance or rejection back to the Dealer. OneFin does not validate or make any representation regarding the accuracy, completeness, or validity of submitted documents.

3.6. The Dealer may use the Portal to raise FASTag issuance-related disputes by emailing the designated OneFin Dispute Team at the contact email provided on the Portal. OneFin’s role in the dispute process is limited to transmitting the dispute submissions received from the Dealer to the relevant Issuing Bank and conveying the bank’s response, if any, back to the Dealer. OneFin does not undertake any investigation, validation, or resolution of the disputes raised.

3.7. By using the Portal, you consent and confirm that all requisite permissions and authorizations have been secured from the Dealer’s customers, allowing OneFin to receive, store, and transmit their personal and vehicle data to the Issuing Bank solely for the limited purpose of facilitating FASTag issuance.

4. Dealer Obligations

4.1. The Dealer shall:

4.1.1. Use the Portal solely for lawful purposes for which access is granted, including customer onboarding, FASTag inventory management, and other authorized activities, and in accordance with these Terms, and applicable regulatory frameworks including RBI and NHAI guidelines.

4.1.2. Must ensure that all KYC/KYV information and dispute details submitted via the Portal are accurate, current, lawful, and complete. Submission of false, misleading, or unauthorized data is strictly prohibited.

4.1.3. Use the inventory management features to diligently track FASTag stock, ensuring reconciliation and reporting in line with OneFin’s operational guidelines and ensure that inventory entries are accurate, up-to-date, and reflective of physical stock, and must reconcile inventory at intervals prescribed by OneFin or the Issuing Bank. Any discrepancies, losses, or mismatches in inventory data must be reported promptly to OneFin. The Dealer shall bear responsibility for inaccuracies or delays in reconciliation that lead to regulatory or financial implications.

4.1.4. Be solely responsible for collecting and retaining valid, verifiable consents from their customers for the use, submission, processing, and storage of their personal and vehicle information in compliance with applicable laws, including the Digital Personal Data Protection Act, 2023 and any other applicable data protection laws.

4.1.5. Adhere to all operational, onboarding, issuance, activation security, and data handling protocols communicated by OneFin and the Issuing Banks.

4.1.6. Be responsible for maintaining the confidentiality and security of their Portal credentials. All activity conducted under a Dealer’s account shall be deemed authorized by the Dealer.

4.1.7. Not use the Portal for any unauthorized purpose, including but not limited to reverse engineering, interference with network integrity, or uploading malicious content.

4.1.8. Shall retain physical or digital copies of customer consents and KYC/KYV documents as required by applicable law and furnish the same upon regulatory or legal demand.

4.1.9. Maintain records and provide information or reports as may be required by OneFin, Issuing Banks, or regulatory authorities, and promptly cooperate with OneFin, Issuing Banks, and regulators in audits, inspections, or investigations.

4.1.10. Comply with data privacy, cybersecurity, and operational guidelines prescribed under applicable law and by OneFin, all laws and regulatory requirements applicable to the issuance and sale of FASTags, including those under the Information Technology Act, 2000, and relevant circulars of RBI/NHAI.

4.1.11. Pay timely pay all applicable service fees to OneFin as communicated. Non-payment may result in suspension or termination of access to the Portal.

5. Account Access and Security

5.1. Access to the Portal is restricted to authorized Dealer who holds valid login credentials issued by OneFin and/or the Issuing Bank.

5.2. The Dealer is responsible for maintaining the confidentiality of their login credentials and shall ensure that access is granted only to duly authorized personnel.

5.3. The Dealer shall comply with relevant provisions of the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023 and associated rules when accessing, transmitting, or storing electronic records via the Portal.

5.4. The Dealer shall immediately notify OneFin in writing of any actual or suspected unauthorized access, compromise of credentials, security breach, or misuse of the Portal.

5.5. OneFin reserves the right to monitor, audit, suspend, or revoke account access in cases of misuse, suspected fraud, or breach of security protocols.

6. Data Handling and Privacy

6.1. All data submitted via the Portal, including KYC, KYV, and dispute information will be collected, processed, stored, and transmitted by OneFin in compliance with applicable laws including the Digital Personal Data Protection Act, 2023 and any applicable data protection laws.

6.2. OneFin will use reasonable safeguards to protect submitted data but does not guarantee that transmissions will be fully secure, uninterrupted, or error-free.

6.3. The Dealer authorize OneFin to retain and use submitted data for compliance, operational, and analytical purposes, including anonymized or aggregated analysis, without disclosing customer identities.

6.4. The Dealer warrants that all required customer consents have been obtained for data use and transmission. The Dealer shall indemnify OneFin for any failure to secure such consent.

7. Usage Restrictions

7.1. Dealer expressly agrees not to:

7.1.1. Use the Portal for any purpose that is fraudulent, unlawful, or unauthorized;

7.1.2. Attempt to reverse engineer, decompile, or otherwise interfere with the functionality of the Portal;

7.1.3. Share, transfer, or sublicense their access rights to third parties without prior written authorization;

7.1.4. Upload or transmit any data or content that is false, defamatory, infringing, misleading, or malicious;

7.1.5. Introduce viruses, malware, or engage in activities that may compromise the security or availability of the Portal.

8. System Maintenance and Unavailability

8.1. OneFin shall make reasonable efforts to ensure the availability and reliability of the Portal, subject to routine maintenance, system upgrades, unforeseen events and regulatory changes.

8.2. OneFin reserves the right to modify, enhance, suspend, or discontinue features of the Portal without prior notice, where necessary for compliance with regulatory directions, security requirements, or operational improvements.

8.3. The Dealer acknowledge that temporary unavailability may occur including but not limited to as a result of maintenance or force majeure events and such unavailability shall not constitute a breach, and OneFin shall not be liable for consequential losses arising therefrom.

9. Disclaimer of Warranties and Platform Availability

9.1. The Portal is provided on an "as-is" and "as-available" basis. OneFin makes no representations or warranties, express or implied, that the Portal will be uninterrupted, timely, secure, error-free, or free from defects. You acknowledge that access may be affected by scheduled maintenance, system upgrades, or factors beyond OneFin’s control. OneFin disclaims all liability arising from such interruptions or performance issues.

10. Intellectual Property Rights

10.1. All intellectual property rights in and to the Portal, including but not limited to software, code, interface designs, logos, trademarks, and documentation, are and shall remain the exclusive property of OneFin or its licensors.

10.2. The Dealer is granted a limited, revocable, non-exclusive, non-transferable license to use the Portal solely for authorized business purposes.

10.3. The Dealer shall not copy, modify, distribute, create derivative works, or use the Portal’s content for any purpose not expressly authorized under these Terms.

11. Limitation of Liability

11.1. To the maximum extent permitted under law, OneFin shall not be liable for any indirect, incidental, special, punitive, or consequential losses, damages arising from use of the Portal, including but not limited to delays, data errors, or decisions taken by the Issuing Bank or NPCI.

11.2. OneFin’s total cumulative liability under these Terms shall be limited to INR 500 or the actual direct loss suffered, whichever is lesser.

11.3. The Dealer acknowledges and agrees that OneFin is not responsible for any action or inaction by the Issuing Bank or NPCI.

12. Indemnity

12.1. You agree to indemnify, defend, and hold harmless OneFin, its affiliates, employees, directors, and officers from and against any and all claims, actions, demands, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with:

12.1.1. Any breach by you of these Terms or any applicable law;

12.1.2. The submission of inaccurate, unauthorized, illegal, or fraudulent data via the Portal;

12.1.3. The use or misuse of the Portal, whether directly by you or by any third party using your access credentials;

12.1.4. Any failure to obtain valid consent from your customers for submission and processing of their KYC/KYV data.

12.2. This indemnity obligation shall survive the expiration or termination of these Terms.

13. Termination

13.1. OneFin reserves the right to suspend or terminate the Dealer’s access to the Portal, in whole or in part, immediately and without notice if:

13.1.1. the Dealer breaches or is suspected of breaching any provision of these Terms or applicable regulatory guidelines;

13.1.2. OneFin detects or suspects any fraudulent, unauthorized, or illegal activity;

13.1.3. the Dealer’s use of the Portal threatens the integrity, security, or availability of the Portal;

13.1.4. OneFin is required to do so by law, regulatory mandate, or court order;

13.1.5. the Dealer fail to make payment of applicable fees, if any; and/or

13.1.6. Regulatory directives or operational exigencies require suspension.

13.2. Upon termination, the Dealer shall immediately discontinue all use of the Portal and destroy or return confidential information related to this engagement in the Dealer’s care. OneFin shall not be liable to the Dealer or any third party for any termination or suspension of access, and no refunds shall be issued for any fees paid prior to such termination.

14. Force Majeure

14.1. OneFin shall not be liable for any failure or delay in performance of its obligations under these Terms due to any event or circumstance beyond its reasonable control ("Force Majeure Event"), including but not limited to natural disasters, epidemics, pandemics, war, terrorism, labor disputes, power outages, failure of utility services, internet disruptions, cyber-attacks, governmental actions, or changes in law.

14.2. In the event of a Force Majeure Event, OneFin shall be excused from the performance of its obligations for the duration of the Force Majeure Event. OneFin shall use reasonable efforts to resume performance as soon as practicable.

14.3. The Dealer acknowledges and agrees that delays or failures caused by Force Majeure Events shall not constitute a breach of these Terms and shall not give rise to any liability.

15. Amendments

15.1. OneFin reserves the right to amend, update, or modify these Terms at any time. The revised Terms shall be posted on the Portal, and continued usage shall constitute deemed acceptance of the changes.

16. Governing Law and Dispute Resolution

16.1. These Terms shall be governed by and construed in accordance with the laws of India.

16.2. Any disputes arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a panel of three arbitrators. Each party shall appoint one arbitrator, and the two appointed arbitrators shall appoint the third arbitrator who shall act as the presiding arbitrator. The seat and venue of arbitration shall be Mumbai, India. The language of arbitration shall be English

17. Contact Information

17.1. For questions, please contact us at dealer.support@onefin.tech