Legal

Escrow Services Agreement

This Escrow Services Agreement ('ESA') is a standard framework agreement between TitanTrustee and its Clients. A separate Transaction-Specific Escrow Schedule is executed for each individual escrow. Both documents together form the binding escrow contract.

Effective: 26 June 2026Version 1.0TEAVE BUSINESS SOLUTIONS PRIVATE LIMITEDCIN: U74999UP2018PTC101502

1. Parties & Nature of Arrangement

1.1 This Escrow Services Agreement is entered into between TEAVE BUSINESS SOLUTIONS PRIVATE LIMITED (“Escrow Agent” / “TitanTrustee”), and the Client registering for and using the TitanTrustee Platform (“Payer” / “Payee” / “Client”), collectively the “Parties”.

1.2 TitanTrustee acts as a contractual escrow agent and technology facilitator. It does NOT act as a trustee under the Indian Trusts Act, 1882, a bank under the Banking Regulation Act, 1949, or a Non-Banking Financial Company under the Reserve Bank of India Act, 1934. TitanTrustee does not at any point take custody, possession, or control of escrow funds.

1.3 All escrow funds are held by the Partner Bank in a dedicated escrow bank account in the name of the transacting parties. TitanTrustee provides the instruction, monitoring, verification, and dispute facilitation layer as contractual agent of the Parties.

1.4 This arrangement is governed by the Indian Contract Act, 1872 (agency: Sections 182–238; indemnity and guarantee: Sections 124–147) and the law of contracts generally.

2. Definitions

  • Escrow Funds: The amount deposited by the Payer into the Escrow Account for a specific transaction.
  • Escrow Account: The dedicated bank account held by the Partner Bank in which the Escrow Funds are deposited.
  • Partner Bank: The RBI-regulated Scheduled Commercial Bank holding the Escrow Account.
  • Release Conditions: The specific, objective, and verifiable conditions agreed by the Parties upon occurrence of which TitanTrustee shall instruct the Partner Bank to release Escrow Funds to the Payee.
  • Milestone: A tranche-based release condition tied to partial completion of the underlying transaction.
  • Escrow Schedule: The transaction-specific document detailing parties, amount, milestones, conditions, release instructions, dispute escalation, and fees.
  • Settlement: Transfer of Escrow Funds (or portion thereof) to the Payee or return to the Payer upon fulfilment of conditions or resolution of a dispute.
  • Dispute: Any disagreement between the Payer and Payee regarding the fulfilment of Release Conditions.

3. Escrow Creation & Funding

3.1 A new escrow is created when the Payer submits a complete Escrow Schedule via the Platform dashboard or API and both Parties' KYB/KYC has been approved by TitanTrustee.

3.2 Upon creation, TitanTrustee issues a unique Virtual Account / UPI handle linked to the Escrow Account. The Payer must deposit the exact Escrow Amount specified in the Escrow Schedule into this Virtual Account.

3.3 The escrow is considered FUNDED only upon TitanTrustee's system confirming receipt of funds from the Partner Bank's credit notification. Funds deposited to any other account are not covered by this Agreement.

3.4 TitanTrustee is not responsible for delays arising from banking system downtime, NEFT/RTGS/IMPS processing times, incorrect IFSC codes, or bank holidays.

3.5 The Escrow Funds shall remain in the Escrow Account until: (a) Release Conditions are met and TitanTrustee instructs the Partner Bank to release; (b) a refund instruction is issued; or (c) a court or competent authority orders otherwise.

4. Release of Escrow Funds

4.1 TitanTrustee shall instruct the Partner Bank to release Escrow Funds to the Payee upon satisfaction of all of the following conditions:

  • The Release Condition(s) specified in the Escrow Schedule are objectively met and verified.
  • No Dispute is open on the escrow.
  • The Payee's bank account has been validated (penny-drop verification).
  • No court order, regulatory instruction, or AML/fraud flag is in force.

4.2 TitanTrustee's role in assessing Release Conditions is strictly mechanical — we execute only on clear, unambiguous, verified signals. We shall never act as an interpreter of disputed contractual terms between Parties.

4.3 Milestone Releases: Where an Escrow Schedule provides for milestone-based tranches, each tranche shall be released independently upon satisfaction of its applicable conditions.

4.4 Auto-Release: If the Escrow Schedule specifies an auto-release timer and no dispute is raised within that period, TitanTrustee shall instruct release automatically. The Payer is deemed to have accepted delivery if no dispute is raised before the timer expires.

4.5 TitanTrustee shall use commercially reasonable efforts to instruct the Partner Bank within the timeframes specified in the Escrow Schedule. Actual credit to the Payee's account depends on the Partner Bank's processing timelines.

5. Refund of Escrow Funds

5.1 TitanTrustee shall instruct the Partner Bank to refund Escrow Funds to the Payer in the following circumstances: (a) Payer raises a valid dispute that is resolved in their favour; (b) Release Conditions cannot be met and both Parties agree in writing to a refund; (c) The escrow expires per the Escrow Schedule without any funded party claiming release; (d) TitanTrustee determines a transaction is fraudulent or violates these Terms.

5.2 Refunds are processed to the original payment source. TitanTrustee cannot process refunds to a different account without fresh penny-drop verification of the new account.

5.3 Platform fees paid to TitanTrustee are non-refundable upon refund of Escrow Funds to the Payer, unless TitanTrustee has materially failed in its obligations.

6. TitanTrustee's Obligations

  • Maintain the Escrow Account instruction and monitoring infrastructure in good working order.
  • Conduct KYB/KYC verification of Parties before activating the escrow.
  • Maintain an immutable, tamper-evident audit trail of all escrow events.
  • Act with neutrality and in good faith as between the Payer and Payee.
  • Process release and refund instructions in accordance with this Agreement and the Escrow Schedule.
  • Provide accurate escrow status and ledger data via the Platform.
  • Maintain AML/PMLA compliance controls and file STRs where legally required.

7. TitanTrustee's Limitations

7.1 TitanTrustee is not a party to the underlying commercial contract between the Payer and Payee. We have no obligation to investigate or adjudicate the commercial terms of that contract.

7.2 TitanTrustee shall not be liable for: (a) the Payee's failure to deliver goods or services; (b) the Payer's failure to fund the escrow; (c) Partner Bank delays, failures, or insolvency; (d) events of force majeure; (e) regulatory freezes.

7.3 TitanTrustee does not guarantee the financial standing or legal capacity of any party to an escrow transaction.

8. Parties' Obligations

8.1 Payer: Fund the escrow accurately and on time; not raise frivolous disputes; co-operate in verification; ensure the Escrow Schedule accurately reflects the commercial agreement.

8.2 Payee: Provide a verified bank account; fulfil the Release Conditions in good faith; co-operate in dispute resolution; not raise false delivery confirmations.

8.3 Both Parties: Co-operate with TitanTrustee's KYB/KYC and AML requirements; not use the escrow for illegal purposes; notify TitanTrustee of any suspected fraud immediately.

9. Fees

TitanTrustee's platform fee for each escrow transaction is as specified in the applicable Pricing Schedule or agreed in the Escrow Schedule. Fees are payable by the Payer unless the Escrow Schedule states otherwise. All fees are subject to GST at 18%.

10. Confidentiality

Each Party agrees to keep the terms of the Escrow Schedule and any proprietary information of the other Party confidential, except to the extent required by law or competent authority.

11. Governing Law

This Agreement is governed by Indian law. Disputes shall be resolved by arbitration in New Delhi under the Arbitration and Conciliation Act, 1996. Courts at New Delhi shall have exclusive jurisdiction.

12. Amendments

TitanTrustee may update this standard Escrow Services Agreement with 30 days' notice. Existing in-flight escrows continue under the terms applicable at the time of their creation.

Contact

Email: legal@titantrustee.com
Address: First Floor, Plot No. 13, Nawada Housing Complex, Uttam Nagar, New Delhi – 110059, India
Phone: +91-11-4118-6363

All policies are governed by Indian law. Disputes are subject to the exclusive jurisdiction of courts at New Delhi. Latest version always at titantrustee.com/legal.