Terms of Service
1. Defined Terms
In these Terms of Service (the “Terms”), the words below have the following meanings:
“Gaian,” “we,” “our,” “us” means Gaian Techno Labs Ltd., a company organised under the laws of the British Virgin Islands (BVI).
“Services” refers to Gaian’s websites, dashboards, mobile or web applications, APIs, SDKs, documentation, software libraries, technical support, and any related products or services.
“Business User” is an entity or individual using the Services to build, integrate or operate payment solutions.
“End User” is an individual using Gaian’s consumer‑facing scan‑and‑pay application.
“Representative” is a natural person acting on behalf of a Business User (e.g., a company director or employee).
2. Acceptance & Scope
By accessing or using any part of the Services, you agree to these Terms and to any additional terms, policies or guidelines incorporated by reference (collectively, the “Agreement”). If you do not agree, you must not access
3. Eligibility
You affirm that you are (i) at least 18 years of age (or the age of majority in your jurisdiction) and (ii) not barred from using the Services under applicable law. If you use the Services on behalf of a legal entity, you represent that you have authority to bind that entity, and “you” will include both you and that entity.
4. Our Services
Gaian provides financial‑technology infrastructure that enables:
A. Open‑Source Tools for developers building custom payment flows;
B. Gaian API / SDK that embeds payment, settlement and compliance capabilities into third‑party platforms; and
C. Consumer Scan‑to‑Pay App for individuals to pay participating merchants. We may add, modify or discontinue features from time to time. Where feasible, we will give advance notice of material changes.
5. Account Registration & Security
Certain Services require an account. You agree to:
Provide accurate, current and complete information;
Maintain the security of credentials; and
Promptly notify [email protected] of any unauthorised use or security breach. You are responsible for all activity that occurs under your credentials.
6. Fees, Taxes, & Payment Terms
Applicable fees are set out in an order form, pricing schedule or Service dashboard. Unless stated otherwise, fees exclude all taxes, duties or levies. You authorise Gaian and its payment processors to charge your selected payment method for fees and taxes due.
7. Permitted & Prohibited Users
You may use the Services only as expressly permitted in this Agreement and in accordance with law. You will not:
Engage in or facilitate money laundering, terrorist financing, sanctions violations, fraud or other illegal activity;
Attempt to probe, scan or test the vulnerability of any Gaian system or network;
Interfere with, disrupt or degrade the integrity or performance of the Services;
Copy, modify, adapt, reverse‑engineer, decompile, or create derivative works of the Services except to the extent such restriction is prohibited by law; or
Use the Services in a manner that infringes or violates intellectual‑property rights or the privacy of others.
8. Intellectual Property
Except for open‑source components made available under their respective licences, all rights, title and interest in the Services (including all intellectual property) belong to Gaian or its licensors. Subject to your compliance with this Agreement, Gaian grants you a limited, non‑exclusive, non‑transferable, revocable licence to use the Services.
9. Third-Party Services
The Services may contain links to or integrations with third‑party services. Gaian does not control and is not responsible for third‑party content or practices. Your use of third‑party services is at your own risk and subject to their terms.
10. Confidentialily
"Confidential Information" means non‑public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) that is designated confidential or would reasonably be understood to be confidential. The Receiving Party will use the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own, but not less than reasonable care, and will use Confidential Information only for lawful purposes under this Agreement.
11. Warranties & Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GAIAN AND ITS SUPPLIERS MAKE NO WARRANTIES-EXPRESS, IMPLIED OR STATUTORY-INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR‑FREE.
12. Limitation of Liability
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL GAIAN BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA OR GOODWILL. GAIAN’S TOTAL LIABILITY FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE GREATER OF (I) USD 100 OR (II) THE FEES PAID BY YOU TO GAIAN DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
13. Indemnification
You will defend, indemnify and hold harmless Gaian, its affiliates, directors, officers, employees and agents from and against any claim, demand, loss or damage (including reasonable legal fees) arising out of (a) your breach of this Agreement, (b) your misuse of the Services, or (c) your violation of any law or third‑party rights.
14. Suspension & Termination
Gaian may suspend or terminate your access to the Services (in whole or in part) immediately if (i) you breach this Agreement; (ii) we are required to do so by law or a regulator; or (iii) we discontinue the Services. Upon termination, all licences granted to you will cease and Sections intended to survive (e.g., 8, 10‑13, 15‑17) will remain in effect.
15. Governing Law, Jurisdiction & Dispute Resolution
This Agreement is governed by the laws of the British Virgin Islands, without regard to conflict‑of‑law principles. Any dispute will be finally resolved by arbitration under the BVI IAC Arbitration Rules. The seat of arbitration will be Road Town, Tortola, and the proceedings will be conducted in English. Either party may seek interim injunctive relief in any competent court.
16. Changes to these Terms
We may update these Terms from time to time. For material changes, we will provide at least 14 days’ notice via our website or in‑app banner. Continued use after the effective date constitutes acceptance.
17. Contact Information
Questions? Email [email protected] or write to: Gaian Techno Labs Ltd., Romasco Place, Wickhams Cay 1, PO Box 3140, Road Town, Tortola, British Virgin Islands.
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