Terms and Conditions - Diametor

This document contains formal Terms and Conditions for Diametor, specifically structured to comply with the Information Technology Act, 2000 and the Consumer Protection (E-Commerce) Rules, 2020 of India.

Effective Date: April 15, 2026 Last Updated: April 15, 2026

These Terms and Conditions ("Terms") govern the access or use by you, an individual or entity, from within any country in the world of applications, websites, content, products, and services (the "Services") made available by Diametor (hereinafter referred to as "The Company") under Vendbout Private Limited.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.

Your access and use of the Services constitute your agreement to be bound by these Terms, which establishes a contractual relationship between you and The Company. If you do not agree to these Terms, you may not access or use the Services.

Diametor provides a technology-driven Multilateral Set-off and Clearing Cycle.

• Not a Financial Institution: Diametor is an information intermediary. It is not a Bank, Non-Banking Financial Company (NBFC), or a Money Transmitter.
• The Service: The Company uses proprietary algorithms to identify circular debt obligations among users and facilitates the simultaneous discharge of these obligations through the "Inter-connected or Intra-connected Cycles "

2.2 The Service

The Company operates an automated, admin-supervised graph engine that identifies multi-party cyclic obligations among eligible users. Upon verification and approval, the Company facilitates the simultaneous discharge and substitution of these obligations via Multilateral Debt Novation pursuant to Section 62 of the Indian Contract Act, 1872.

2.3 No Banking or Credit Operations

Diametor functions strictly as an e-commerce information intermediary under the Information Technology Act, 2000. It does not issue credit, provide loans, or act as a banking/NBFC institution. The platform facilitates account settlement via network liquidity. Any outward real money transfers required for chain endpoints or verified loan closures are securely cleared via integrated RazorpayX Payout services directly into designated bank accounts.

You must be at least 18 years of age and capable of forming a binding contract under the Indian Contract Act, 1872.

A transaction is only deemed "Locked" for clearing upon a dual-party "Handshake." Users represent and warrant that all debt/credit data entered is legitimate, non-disputed, and legally enforceable. Providing fraudulent data is a violation of the Indian Penal Code (IPC) and will result in immediate termination.

3.3 Node Eligibility

A user’s account obligations will only enter the active graph matching engine if they possess an active "Node". This requires a status of fully paid or an active mandate, completed Bank KYC verification, and an electronically signed Novation Agreement. If a user's Pay Later mandate fails, is cancelled, or is revoked prior to cycle execution, the engine will silently bypass their node to protect the integrity of the network loop.

4.1 Unified Platform Fee Structure

To activate a transaction cycle ticket ("The Node"), the user must pay a Platform Fee calculated dynamically based on their total recorded obligations: Creditor Obligations: 10% of the total volume the user owes to others. Debtor Obligations: 5% of the total volume owed to the user by others. Institutional Loans: 20% of the verified bank or NBFC loan principal added to the system.

4.2 Settlement Payment Modes

Users may opt for:Pay Now: An upfront payment processing a 12% discount on the total calculated platform fee. Pay Later: Available only for platform fees equal to or below ₹15,000 where no institutional loans are attached. This method requires the user to authorize a secure recurring Razorpay mandate/subscription which is auto-charged only upon successful cycle execution by the platform admin.

4.3 Surplus and Inactivity Refunds

If outstanding obligations shrink post-upfront payment, or if no matching cycle is executed within a 90-day period, the surplus or original fee is moved to a refunds status. Approved refunds are manually audited and settled back to the user's verified bank account.

In accordance with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, Diametor maintains high-level encryption for all personal and financial identifiers.

Users agree to comply with the Prevention of Money Laundering Act, 2002. Diametor reserves the right to report suspicious high-value settlement cycles to the Financial Intelligence Unit (FIU-IND).

While Diametor facilitates global "flow," users interacting with parties in USA, Dubai (UAE), UK, or Australia must ensure compliance with their respective local laws (e.g., the UK Bribery Act or the UAE Decretal Federal Law No. (20) of 2018).

Any settlement involving a non-resident Indian (NRI) or a foreign entity must comply with the Foreign Exchange Management Act (FEMA), 1999. Diametor is not responsible for the user’s failure to report cross-border credit settlements to the Reserve Bank of India (RBI).

For users in the EU/UK, Diametor adheres to GDPR principles. By using the service, you consent to the transfer of data to our primary servers in India, protected by industry-standard security protocols.

7.1 Service Availability: Diametor provides the service "as is" and "as available." The Company does not guarantee that the AI will find a settlement cycle for every user within a specific period of time.

7.2 Absolute Liability Cap: In the event of any dispute, claim, or legal action arising from the use of the Services—whether against Diametor, its partners, stakeholders, employees, or its parent company—the total aggregate liability shall be strictly limited to the actual platform fee amount paid by the user for the specific node or cycle currently in dispute.

7.3 No Further Liability: Under no circumstances, including but not limited to negligence, system failure, or regulatory shifts, shall the Company or its affiliates be liable for any amount exceeding the platform fee paid. No liability shall be claimed for lost business profits, emotional distress, or indirect consequential damages.

DIAMETOR PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE."

In no event shall The Company be liable for:

1. Failure of a third party to honor a "Handshake."
2. Indirect, incidental, or consequential damages related to the "Tenure" chosen by the user.
3. Regulatory changes by the RBI or other international bodies that may affect the Diametor App/Website

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

Any dispute arising out of or in connection with these Terms shall be referred to and finally resolved by arbitration in Thrissur or Ernakulam, Kerala, in accordance with the Arbitration and Conciliation Act, 1996. The language of the arbitration shall be English.

The Company reserves the right to suspend any account involved in "wash-trading" (creating fake debt loops to harvest Originator rewards) or any activity deemed detrimental to the diametor app .

10. No Liability for Document Procurement: Absolute Document Release & NOC Disclaimer

Diametor functions solely as a multilateral debt netting and novation tool. No Objection Certificates (NOCs), structural closures, or documents pledged to financial institutions, banks, or private creditors must be requested and collected directly by the user from the respective counterparty or bank. Neither Diametor, Vendbout Pvt Ltd, nor its partners shall ever be held liable for any damages, delays, or procedural barriers encountered during post-settlement document collection.

For grievances or legal inquiries, please contact our Grievance Officer at: Email: support@diametor.com

BY CLICKING "I AGREE" OR BY USING THE DIAMETOR APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS.