Terms of Service

Definitions#

In this Agreement, except where expressly provided otherwise, capitalised terms have the meanings set out below. Defined terms used in the singular include the plural and vice versa.

1. “Acceptance Criteria” means the specifications for the applicable Service set out on the corresponding Service page of this website and in the Order, quotation or proposal, together with any written clarification given by Provider by email before the Effective Date.
2. “Account” means an account enabling a Person to access and use the Software System, including both administrator accounts and user accounts.
3. “Action” means any claim, cause of action, demand, suit, arbitration, proceeding, investigation, audit, notice of violation, citation, summons or subpoena of any nature, whether civil, criminal, administrative or regulatory, and whether at law or in equity.
4. “Additional Work” has the meaning set out in Section 8.2.
5. “Affiliate” of a Person means any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, that Person, where “control” means the power to direct the management and policies of a Person, whether through ownership of more than fifty per cent (50%) of its voting securities or otherwise.
6. “Agreement” has the meaning set out in the preamble, and includes each Order, the Service pages of this website applicable to the Services purchased, and any exhibits, schedules, attachments and appendices, in each case as amended from time to time in accordance with Section 20.12.
7. “AI Tools” means artificial intelligence, machine learning, large language model or other generative technologies, whether developed by Provider or licensed from third parties, that may be used by Provider in performing the Services.
8. “Business Day” means any day from Monday to Friday, excluding public holidays observed at Provider’s place of business.
9. “Business Hours” means the hours from 09:00 to 17:00 Indian Standard Time on a Business Day.
10. “Change Request” has the meaning set out in Section 8.3.
11. “Commercially Reasonable Efforts”, and the expression “commercially reasonable efforts” wherever used in this Agreement, mean efforts consistent with generally accepted industry practice, taking into account the nature of the Services, the Fees charged and Provider’s available resources; neither expression requires a Party to incur expenditure or assume obligations that are disproportionate to the value of the affected Order.
12. “Confidential Information” has the meaning set out in Section 13.1.
13. “Control Panel” means the set of web-based interfaces provided by Provider to Customer that allows Customer and its end users to manage their Orders, Accounts and associated Services.
14. “Customer Content” means all data, content, materials, records and other information in any form or medium, including text, images, artwork, logos, trade marks, video, audio, databases and code, that is supplied, uploaded, transmitted, stored or published to or through the Software System, or otherwise made available to Provider, by or on behalf of Customer, its Representatives or its end users.
15. “Customer Indemnitee” has the meaning set out in Section 16.1.
16. “Deliverables” means the bespoke work product that an Order expressly requires Provider to develop and deliver to Customer as part of Professional Services, excluding the Software System, Provider Materials and Third-Party Materials.
17. “Disclosing Party” has the meaning set out in Section 13.1.
18. “Documentation” means the end-user documentation for the Software System that is produced by Provider and made available to Customer through the Control Panel or by email, describing its features, components, configuration, integration, operation or use.
19. “Effective Date” has the meaning set out in the preamble.
20. “Fees” means all amounts payable by Customer to Provider under this Agreement, including the initial setup fee, renewal fees, Professional Services fees, charges for Additional Work, reactivation, restoration and reconnection fees, chargeback and recovery costs payable under Section 12.7, and any third-party costs passed through to Customer.
21. “Force Majeure Event” has the meaning set out in Section 20.10.1.
22. “Hosting Services” means the provision of server infrastructure, storage, bandwidth, network connectivity and the related operating environment on or through which the Software System is made available, where such provision is included in an Order.
23. “Indemnitee” has the meaning set out in Section 16.3.
24. “Indemnitor” has the meaning set out in Section 16.3.
25. “Initial Term” has the meaning set out in Section 18.1.
26. “Intellectual Property Rights” means all rights, whether registered or unregistered and anywhere in the world, in patents, copyright, trade marks, designs, trade secrets, know-how and databases, and all other intellectual property rights, together with all applications for, and all similar or equivalent forms of protection of, any of them.
27. “Law” means any statute, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment or decree, or any other binding requirement of a governmental authority, arbitrator, court or tribunal of competent jurisdiction.
28. “Losses” means all losses, damages, deficiencies, claims, judgments, settlements, interest, awards, penalties, fines, costs and expenses of any kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification under this Agreement.
29. “Maintenance Release” means any update, upgrade, patch, release or other modification of the Software System or the Documentation that Provider makes available to Customer during the Term, including error corrections and improvements to functionality, compatibility, performance, security or quality, but excluding any New Version.
30. “New Version” means any new version of the Software System that Provider may from time to time introduce and market generally as a distinct licensed product, and which Provider may make available to Customer at additional cost under a separate agreement.
31. “Order” means the act of placing an order with Provider by Customer for a Service, together with the specific order, quotation, proposal and/or invoice document(s) generated in that process.
32. “Payment Failure” has the meaning set out in Section 18.4.1.
33. “Permitted Use” means use of the Software System by Customer for its internal business purposes and for the sole purpose for which the Service is supplied, within the user, site, storage, bandwidth and other limits stated in the Order.
34. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organisation, trust, association or other entity.
35. “Professional Services” means design, development, configuration, customisation, content preparation, data migration, integration, training, consulting, search engine optimisation, digital marketing or other professional services described in an Order.
36. “Prohibited Person” means any Person that is: (a) resident in, or organised under the laws of, a country or territory that is subject to comprehensive trade or economic sanctions; or (b) named on any applicable sanctions, denied-party or export-control list maintained by the Government of India, the United Nations, the United States, the United Kingdom or the European Union; or (c) owned or controlled by, or acting on behalf of, any such Person.
37. “Provider Indemnitee” has the meaning set out in Section 16.2.
38. “Provider Materials” has the meaning set out in Section 14.3.
39. “Receiving Party” has the meaning set out in Section 13.1.
40. “Renewal Term” has the meaning set out in Section 18.2.
41. “Representatives” means, with respect to a Party, that Party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors and legal advisors.
42. “Service” has the meaning set out in the preamble.
43. “Software System” has the meaning set out in the preamble, and includes the internet servers, web applications, interfaces, third-party sub-systems, mobile applications and application programming interfaces that together deliver the website system, e-commerce website system, ERP system, clinical trial management system or other web application specified in Customer’s Order and described on the corresponding Service page of this website.
44. “Support Plan” means the maintenance and support package (if any) purchased by Customer as specified in the Order, including its scope, response targets, inclusions and exclusions.
45. “Suspension Event” has the meaning set out in Section 11.1.
46. “Term” has the meaning set out in Section 18.2.
47. “Third-Party Materials” means materials and information, in any form or medium, that are not proprietary to Provider, including any third-party: (a) documents, data, content or specifications; (b) software, hardware or other products, facilities, equipment or devices; and (c) accessories, components, parts or features of any of the foregoing.
48. “Third-Party Services” has the meaning set out in Section 7.3.

Licence Grant#

1. Licence Grant.

   Subject to and conditioned upon Customer’s payment of all Fees when due and Customer’s compliance with all other terms and conditions of this Agreement, Provider grants to Customer a limited, revocable, non-exclusive, non-sublicensable and non-transferable licence to access and use the Software System and the Documentation solely for the Permitted Use during the Term.

2. Scope and Limits of the Licence.

   The licence granted under Section 2.1 is limited to the number of Accounts, users, websites, environments, storage volume, bandwidth allocation and other quantitative limits specified in the Order. Any use in excess of those limits requires a further Order and payment of the applicable Fees, and is subject to Section 7.6.

3. Technological Protection and Compliance Verification.

   The Software System may contain technological measures designed to prevent unauthorised or unlawful use. Customer acknowledges and agrees that:
   1. Provider may use those and other lawful measures to verify Customer’s compliance with this Agreement and to enforce Provider’s rights, including all Intellectual Property Rights, in and to the Software System;
   2. Provider may deny any individual access to or use of the Software System where Provider reasonably believes that the individual’s use would violate any provision of this Agreement; and
   3. Provider and its Representatives may collect, maintain, process and use diagnostic, technical, usage, performance, security and related information, including information about Customer’s computers, systems and software, that Provider gathers periodically in order to operate and secure the Software System, improve its performance, provide support, and develop Maintenance Releases. Provider may use such information in aggregated and de-identified form for its legitimate business purposes, provided that such information does not identify Customer or any individual.

4. Reservation of Rights.

   All rights not expressly granted to Customer in this Agreement are reserved to Provider and its licensors. No licence is granted by implication, estoppel, waiver or otherwise.

Licence Restrictions and Acceptable Use#

1. Licence Restrictions.

   Except as this Agreement expressly permits, Customer shall not, and shall not permit any other Person to:
   1. copy the Software System, in whole or in part;
   2. modify, correct, adapt, translate, enhance or otherwise prepare derivative works or improvements of the Software System;
   3. rent, lease, lend, sell, sublicense, assign, distribute, publish, host for third parties, or otherwise make available the Software System to any third party;
   4. reverse engineer, disassemble, decompile, decode or adapt the Software System, or otherwise attempt to derive or gain access to its source code, database designs or architecture, in whole or in part, except to the extent that such restriction is expressly prohibited by applicable Law;
   5. bypass or breach any security device, access control or protection used for or contained in the Software System or the Documentation;
   6. remove, delete, efface, alter, obscure, translate, combine, supplement or otherwise change any trade mark, terms of the Documentation, warranty, disclaimer, Intellectual Property Rights notice, proprietary rights notice, symbol, mark or serial number on or relating to any copy of the Software System or the Documentation;
   7. use the Software System in any manner or for any purpose that infringes, misappropriates or otherwise violates any Intellectual Property Right or other right of any Person, or that violates any applicable Law;
   8. use the Software System for the purpose of: (i) benchmarking or competitive analysis of the Software System; (ii) developing, using or providing a competing software product or service; or (iii) any other purpose that is to Provider’s detriment or commercial disadvantage;
   9. use the Software System in or in connection with the design, construction, maintenance, operation or use of any hazardous environment, system or application, any safety response system or other safety-critical application, or any other use or application in which the use or failure of the Software System could lead to personal injury or severe physical or property damage; or
   10. use the Software System or the Documentation other than for the Permitted Use, or in any manner or for any purpose or application not expressly permitted by this Agreement.

2. Acceptable Use.

   Customer shall not use, and shall not permit any Person to use, the Services to:
   1. store, transmit, publish or link to material that is unlawful, defamatory, obscene, harassing, hateful, or that infringes any Intellectual Property Right or privacy right;
   2. transmit, host or distribute malware, viruses, worms, trojans, ransomware, malicious scripts or any other harmful code;
   3. operate phishing pages, fraudulent websites, spoofed content or any other deceptive scheme;
   4. send unsolicited commercial email, bulk email or any other form of spam, or to operate mailing practices that breach applicable anti-spam Laws or the acceptable use policies of any upstream provider;
   5. conduct cryptocurrency mining, distributed computing, torrenting, file-sharing or similar activity that is not part of the Permitted Use;
   6. perform penetration testing, vulnerability scanning, load testing or security research against the Software System or Provider’s infrastructure without Provider’s prior written consent;
   7. consume server, storage, bandwidth, database or processing resources in a manner that is excessive relative to the Order or that materially degrades the Services provided to Provider’s other customers; or
   8. attempt to gain unauthorised access to any Account, system, network or data of Provider or of any other customer.

3. Accounts and Credentials.

   Customer is responsible for maintaining the confidentiality of all Account credentials and for all activity that occurs under its Accounts, whether or not authorised by Customer. Customer shall notify Provider without undue delay upon becoming aware of any unauthorised use of, or any compromise affecting, its Accounts or credentials.

4. Enforcement.

   Any breach of this Section 3 constitutes a material breach of this Agreement and entitles Provider to suspend the Services in accordance with Section 11 and to terminate this Agreement in accordance with Section 18.4, in each case in addition to all other remedies available to Provider.

Delivery and Provisioning#

1. Delivery.

   Provider shall provide Customer with access to the Software System by enabling secure login at a designated URL for the period for which the licence is valid. The designated URL will be provided to Customer after Customer’s Account has been set up on the Software System and will be sent to Customer’s nominated administrator contact by welcome email.

2. Deemed Delivery.

   Delivery is deemed to have occurred on the date the welcome email is sent to the email address nominated by Customer. Customer is responsible for ensuring that the nominated email address is valid, monitored and able to receive email from Provider.

3. Provisioning Dependencies.

   Provisioning may require Customer to supply information, content, credentials, approvals or third-party access. Where Customer does not supply these in a timely manner, Section 8.4 and Section 8.5 apply and Provider is not liable for the resulting delay.

4. No Physical Delivery.

   The Services are supplied electronically. Provider has no obligation to deliver any physical media, source code, database schema or development environment, except where expressly stated in an Order.

Acceptance#

1. Acceptance Testing Period.

   Customer has thirty (30) days following the Effective Date to test whether the Software System conforms in all material respects to the Acceptance Criteria.

2. Notice of Non-Conformity.

   If Customer believes that the Software System fails to conform in any material respect to the Acceptance Criteria, Customer shall, within the period stated in Section 5.1, give Provider written notice specifying in reasonable detail each alleged non-conformity, the steps required to reproduce it, and the provision of the Acceptance Criteria that it is said to breach. A notice that does not contain that level of detail does not constitute a valid notice of non-conformity.

3. Provider’s Remedies.

   On receipt of a valid notice under Section 5.2, Provider shall, at its option and using commercially reasonable efforts, either: (a) correct the non-conformity within a reasonable period; (b) provide a reasonable workaround that allows the affected functionality to be used without material impairment; or (c) terminate this Agreement on written notice to Customer and refund, on a pro-rata basis, the Fees prepaid by Customer for the unexpired portion of the then-current Term, whereupon Provider has no further liability of any kind to Customer in respect of the non-conformity. The remedies in this Section 5.3 are Customer’s sole and exclusive remedies for non-conformity with the Acceptance Criteria.

4. Deemed Acceptance.

   The Software System is deemed accepted on the earlier of: (a) the expiry of the period stated in Section 5.1 without Provider having received a valid notice under Section 5.2; and (b) Customer’s first use of the Software System in a live or production environment, including any public launch or go-live.

5. Post-Acceptance Changes.

   Any change requested after acceptance, and any request that goes beyond the Acceptance Criteria, is Additional Work and is dealt with under Section 8.2 and Section 8.3.

Maintenance Releases, Support and Service Availability#

1. Maintenance Releases.

   During the Term, Provider will provide Customer with all Maintenance Releases (including updated Documentation) that Provider, in its sole discretion, makes generally available to its customers for the particular Software System purchased by Customer, at no additional charge. All Maintenance Releases provided by Provider to Customer form part of the Software System and are subject to this Agreement.

2. New Versions.

   Customer has no right under this Agreement to receive any New Version that Provider may, in its sole discretion, release from time to time. Customer may licence a New Version at Provider’s then-current rates and subject to a separate licence agreement, provided that Customer is in compliance with this Agreement.

3. Technical Support.

   Provider shall provide technical support to Customer and its end users by email and, where reasonably practicable, by telephone, so as to enable them to access and use the Software System for the purpose for which it is supplied. Support is provided during Business Hours and in accordance with the Support Plan (if any) specified in the Order. Provider will use commercially reasonable efforts to acknowledge and respond to support requests promptly, but does not warrant any specific response or resolution time unless a written service level commitment is expressly stated in the Order.

4. Support Exclusions.

   Unless otherwise stated in the Order, support does not include, and Provider may charge for as Additional Work under Section 8.2: (a) diagnosis or rectification of issues caused by Customer, its Representatives, its end users or Customer Content; (b) issues caused by Third-Party Services, Third-Party Materials, or by any unsupported modification, plugin, theme, integration or code not supplied or approved in writing by Provider; (c) training beyond the initial handover; (d) content entry, data cleansing or data re-keying; (e) restoration of data required as a result of Customer’s act or omission; and (f) any request that constitutes Additional Work.

5. Service Availability.

   Provider will use commercially reasonable efforts to keep the Software System available on a twenty-four (24) hour basis, except during scheduled maintenance, emergency maintenance, any Force Majeure Event, any period of suspension under Section 11, and any event described in Section 7.2. Provider does not warrant uninterrupted or error-free operation, and gives no uptime guarantee unless a written service level commitment is expressly stated in the Order.

6. Maintenance Windows.

   Provider will use commercially reasonable efforts to schedule planned maintenance outside Business Hours and to give Customer advance notice by email or through the Control Panel. Provider may carry out emergency maintenance at any time and without prior notice where necessary to preserve the security, integrity or stability of the Software System.

Hosting, Infrastructure and Third-Party Services#

1. Hosting Services.

   Where the Order includes Hosting Services, Provider will provide or procure the server infrastructure, storage, bandwidth and operating environment reasonably required to make the Software System available, using commercially reasonable skill and care. Provider may select, change, relocate or replace its data centres, cloud platforms, network providers and other infrastructure suppliers at any time, provided that it does not thereby materially reduce the functionality of the Software System.

2. Infrastructure Disclaimer.

   Provider is not liable for any unavailability, interruption, degradation, latency, data loss or other failure of the Services to the extent caused by matters outside Provider’s direct operational control, including failures, outages, throttling, suspensions, configuration changes or policy changes of or by: (a) cloud and data centre providers; (b) domain registrars and registries; (c) DNS providers; (d) internet service providers; (e) internet backbone, peering or transit networks; (f) denial-of-service or distributed denial-of-service attacks; (g) governmental orders, blocking, filtering or other restrictions; (h) undersea cable, power grid or telecommunications failures; and (i) any other third-party infrastructure. Provider will use commercially reasonable efforts to restore the Services or to procure restoration by the relevant supplier.

3. Third-Party Services.

   The Services may interoperate with, depend on, or be delivered in conjunction with services, platforms, plugins, applications, libraries, marketplaces and application programming interfaces operated by third parties (“Third-Party Services”), including without limitation WordPress and its plugins and themes, payment gateways, Google services, Meta services, Cloudflare, SMTP and transactional email providers, content delivery networks, analytics providers, SMS gateways, mapping services and other external application programming interfaces. Provider does not control Third-Party Services and is not responsible or liable for: (a) their availability, performance, accuracy or security; (b) any failure, defect, outage or breach affecting them; (c) any change to their functionality, features, terms, policies, rate limits or pricing; (d) their withdrawal, discontinuation, deprecation or suspension; or (e) any act or omission of their operators. Third-Party Services are governed by their own terms and privacy policies, and Customer is responsible for reviewing, accepting and complying with those terms and for paying all fees charged by their operators. Where a Third-Party Service is changed or discontinued, any resulting rework by Provider is Additional Work under Section 8.2.

4. Third-Party Materials.

   Third-Party Materials are provided “as is” and are licensed to Customer on the terms imposed by their respective owners. Provider makes no warranty of any kind in respect of Third-Party Materials and has no obligation to support, maintain, update or indemnify in respect of them, except where expressly agreed in writing.

5. Domains, Hosting Accounts, Certificates, Subscriptions and Email.

   1. Ownership of a domain name, hosting account, SSL/TLS certificate, third-party subscription, licence key or email service follows the Person who purchased it and in whose name it is registered. Where Customer purchases such an item directly, Customer owns and controls it and is solely responsible for its renewal, configuration and compliance.
   2. Where Provider purchases such an item on Customer’s behalf as a convenience, Provider will, where reasonably practicable, register it in Customer’s name with Customer as registrant, owner or account holder, and will hold administrative access solely for the purpose of providing the Services. Where registration in Customer’s name is not reasonably practicable, Provider holds the item on Customer’s behalf and will transfer it to Customer on written request, subject to Section 7.5.4.
   3. Renewals of domains, certificates and third-party subscriptions are not automatic unless expressly included in an Order. Customer is responsible for ensuring timely renewal instructions and payment. Provider is not liable for any expiry, lapse, loss of a domain name, certificate warning, service interruption or loss of email arising from non-renewal, late renewal instructions or non-payment.
   4. Provider’s obligation to transfer or release any domain name, hosting account, certificate, subscription or email account is conditional upon payment in full of all Fees then due, including any amounts advanced by Provider to third parties on Customer’s behalf.
   5. Email accounts created for Customer belong to Customer. Provider does not warrant email deliverability, inbox placement or the absence of blocklisting, all of which depend on Third-Party Services, sending practices and recipient systems.

6. Resource Usage and Fair Use.

   Where the Order specifies resource limits, Customer shall remain within those limits. Where the Order does not specify limits, Customer shall use resources in a manner consistent with normal business use of the applicable Service. If Customer’s usage materially exceeds those limits or adversely affects other customers, Provider may, on reasonable notice where practicable, throttle usage, require an upgraded plan, invoice the excess at its then-current rates, or suspend the affected Service under Section 11.

Professional Services, Scope and Change Control#

1. Included Work.

   The work included in the Fees is limited to the scope expressly described in the applicable quotation, proposal, Order, Support Plan and the specifications published on the corresponding Service page of this website (“Included Work”). Where those documents conflict, the order of precedence in Section 20.7 applies. Provider will perform Professional Services with commercially reasonable skill and care, using appropriately qualified personnel.

2. Additional Work.

   Any work that is not Included Work is additional work and is chargeable at Provider’s then-current rates (“Additional Work”). Additional Work includes, without limitation: (a) new features, pages, modules, templates, integrations or reports not listed in the Included Work; (b) changes to previously approved designs, content, workflows, specifications or data structures; (c) rework arising from a change of instruction by Customer; (d) rework arising from Customer Content that is late, incomplete, inaccurate or subsequently changed; (e) migration to, or integration with, a Third-Party Service not listed in the Order; (f) rework caused by a change, deprecation, price change or discontinuation of a Third-Party Service; (g) restoration of data or configurations arising from Customer’s act or omission; (h) support requests excluded under Section 6.4; and (i) additional training, consultancy or on-site attendance. For the avoidance of doubt, anything outside the quotation, proposal, Order, Support Plan or published specifications is billable.

3. Change Request Procedure.

   Customer may request Additional Work by written request to Provider (a “Change Request”). Provider will respond with an estimate of the applicable Fees, the effect on delivery timelines and any consequential dependencies. Provider is under no obligation to commence Additional Work until Customer has approved the Change Request in writing (email being sufficient) and, where Provider requires it, paid any advance specified by Provider. Approved Change Requests form part of the applicable Order. Delivery timelines are adjusted to reflect the approved Change Request.

4. Customer Dependencies.

   Customer shall provide, promptly and in a usable form, all cooperation, decisions and materials reasonably required by Provider, including: (a) approvals and sign-offs; (b) feedback and consolidated review comments; (c) content, copy, images, logos, product data and other Customer Content; (d) access credentials for domains, hosting, DNS, email, payment gateways, analytics and other Third-Party Services; (e) participation in testing and user acceptance activity; (f) cooperation of Customer’s own vendors and personnel; and (g) payment of Fees when due.

5. Automatic Extension of Timelines.

   Where Customer does not meet a dependency under Section 8.4 by the date reasonably required by Provider, all affected delivery dates and timelines are automatically extended, without the need for a further agreement, by a period equal to the period of the delay, plus a reasonable further period to allow Provider to reschedule its resources. Provider is not liable for any delay, cost or loss arising from, and is not in breach of this Agreement by reason of, any delay attributable to Customer. Provider may invoice Fees for milestones that would have been reached but for Customer’s delay.

6. Inactive and Abandoned Projects.

   If Customer fails to respond to Provider’s written requests, or fails to provide a dependency required under Section 8.4, for a period of sixty (60) consecutive days, Provider may, on written notice to Customer, treat the project as abandoned and close or archive it. On closure: (a) Provider is released from all further performance obligations in relation to that project; (b) all Fees already paid are non-refundable and remain non-refundable; (c) all Fees for work performed and not yet invoiced become immediately invoiceable and payable; and (d) Provider has no obligation to deliver, license or transfer any incomplete work product.

7. Recommencement of Closed Projects.

   A project closed under Section 8.6 may be recommenced only by written agreement and is subject to: (a) payment of a reactivation fee at Provider’s then-current rates; (b) Provider’s then-current pricing, which may differ from the original pricing; (c) re-estimation of timelines, resources and technical approach, including any work required to restore or update the environment, dependencies or Third-Party Services; and (d) Provider’s resource availability. Provider does not guarantee availability of the original team, environment, pricing or timeline.

8. AI-Assisted Services.

   Provider may use AI Tools in performing the Services, including for drafting content, generating images, producing code suggestions, summarising material or automating routine tasks. Where AI Tools are used: (a) Provider does not warrant the factual accuracy, completeness, currency, originality or non-infringement of AI-generated material; (b) Customer remains solely responsible for reviewing, verifying, editing and approving all final content, code and materials before publication or use; (c) Customer’s approval or publication constitutes acceptance of the material; and (d) Provider has no liability for any Loss arising from AI-generated material that Customer has approved, published or used. Customer shall notify Provider in writing if Customer requires that AI Tools not be used in relation to its Order, in which case Provider will confirm whether the Order can be performed on that basis and at what price.

9. Search Engine Optimisation, Marketing and Performance.

   Where Provider supplies search engine optimisation, content marketing, advertising or related services, those services are provided on a commercially reasonable efforts basis only. Provider does not guarantee, and gives no warranty as to: (a) search engine rankings or placement; (b) indexation or inclusion of any page by any search engine; (c) traffic volumes, impressions or click-through rates; (d) conversions, enquiries, leads, sales or revenue; (e) approval of advertisements by any advertising platform; or (f) continuity of results following any change to a search engine or platform algorithm, policy or product. Search engines and advertising platforms are Third-Party Services under Section 7.3 and act independently of Provider.

Customer Responsibilities and Customer Content#

1. General Responsibilities.

   Customer shall: (a) use the Services only for the Permitted Use and in compliance with this Agreement and all applicable Laws; (b) ensure that its Representatives and end users comply with this Agreement, and remain responsible and liable for their acts and omissions as if they were Customer’s own; (c) maintain the accuracy of its Account, billing and contact details; and (d) obtain and maintain, at its own cost, all equipment, internet connectivity, browsers and third-party licences required to access the Services.

2. Customer Content Warranties.

   Customer represents, warrants and covenants that all Customer Content supplied, uploaded, published or otherwise made available by or on behalf of Customer: (a) is lawful and does not violate any applicable Law; (b) does not infringe or misappropriate any copyright, trade mark, design right, patent, trade secret or other Intellectual Property Right of any Person; (c) does not violate any right of privacy, publicity or personality, and, where it contains personal data, has been collected and is being processed with all necessary notices, consents and lawful bases; (d) is not defamatory, obscene, harassing, discriminatory, threatening or otherwise objectionable; (e) does not contain any virus, worm, ransomware or other malicious code; (f) complies with the applicable Laws of India, including the Information Technology Act, 2000 and rules made under it, the Digital Personal Data Protection Act, 2023, applicable consumer protection and advertising Laws, and any equivalent Laws applicable to Customer in its own jurisdiction; and (g) is accurate and not misleading in any material respect.

3. Licence to Customer Content.

   Customer grants Provider a non-exclusive, worldwide, royalty-free licence, during the Term, to host, store, copy, transmit, display, reformat, adapt and otherwise process Customer Content solely to the extent necessary to provide, secure, support, back up and improve the Services and to comply with applicable Law. As between the Parties, Customer retains all right, title and interest in and to Customer Content.

4. Content Indemnity.

   Customer shall indemnify, defend and hold harmless the Provider Indemnitees from and against all Losses arising out of or relating to Customer Content, including any Action alleging that Customer Content breaches any warranty in Section 9.2. This obligation forms part of, and is subject to the procedures in, Section 16.2 and Section 16.3.

5. Removal of Content.

   Provider may, without liability, remove, disable access to, or quarantine any Customer Content that Provider reasonably believes: (a) breaches Section 9.2 or Section 3.2; (b) is the subject of a credible copyright, trade mark, defamation, privacy or law enforcement complaint; or (c) creates a security, legal or reputational risk to Provider, its suppliers or its other customers. Provider will notify Customer where it is lawful and reasonably practicable to do so.

6. Regulated and Sensitive Data.

   Customer shall not upload or process through the Services any payment card data, health data, biometric data, government identity data or other specially regulated category of data, unless the Order expressly permits it or the Parties have executed a separate written agreement addressing that category of data, including the Business Associate Agreement referred to in Section 20.7 where applicable.

7. Customer Records.

   Customer is responsible for maintaining its own records of, and for exporting, any Customer Content that it is required to retain for legal, tax, regulatory or business continuity purposes, and shall not rely on Provider as its system of record.

Data Backup, Restoration and Security#

1. Backup Frequency and Retention.

   Unless a different arrangement is expressly stated in the Order, and where the Order includes Hosting Services, Provider takes automated backups of the Software System database and associated files once per day and retains the most recent seven (7) daily backups on a rolling basis, with older backups being overwritten or deleted. Backups are taken on a commercially reasonable efforts basis and are intended for Provider’s operational recovery purposes.

2. Restoration.

   Customer may request restoration from an available backup by written request during Business Hours. Provider will use commercially reasonable efforts to restore from the most recent viable backup. Restoration is performed on a best-available-data basis, and Provider does not warrant that any particular file, record, version or point in time can be recovered. Restoration requested as a result of Customer’s act or omission, or requested more than once in any calendar month, is Additional Work under Section 8.2.

3. No Warranty of Backups.

   Provider does not warrant that backups will be complete, uncorrupted, timely or successfully restorable, and Provider has no liability for any failure, corruption or unavailability of a backup, except to the extent that liability cannot be excluded under applicable Law.

4. Customer’s Independent Backups.

   Unless Customer has specifically contracted with Provider for a managed or off-site backup service, Customer remains solely responsible for maintaining its own independent, current and tested backups of Customer Content and configurations, and for its own business continuity and disaster recovery arrangements.

5. Security Measures.

   Provider will implement and maintain commercially reasonable technical and organisational security measures designed to protect the Software System and Customer Content against unauthorised access, alteration, disclosure or destruction, having regard to the nature of the Services, prevailing industry practice and the cost of implementation.

6. No Absolute Security.

   Customer acknowledges that no system, network, product or service is completely secure, and that transmission over the internet cannot be guaranteed to be secure. Provider does not warrant or guarantee absolute security, and does not warrant that the Services will be free from unauthorised access, vulnerabilities, malicious code or intrusion. Provider’s obligation is limited to the exercise of commercially reasonable efforts as described in Section 10.5.

7. Customer’s Security Obligations.

   Customer shall implement reasonable security practices on its side, including the use of strong and unique credentials, multi-factor authentication where offered, prompt removal of access for departing personnel, maintenance of up-to-date endpoint protection, and prompt notification to Provider of any suspected compromise.

8. Security Incidents.

   Provider will notify Customer without undue delay after becoming aware of a security incident that Provider reasonably believes has resulted in the unauthorised access to, or disclosure of, Customer Content held by Provider, and will provide such information and cooperation as is reasonably required to enable Customer to meet its own legal obligations. Such notification is not, and shall not be construed as, an acknowledgement of fault or liability by Provider.

Suspension of Services#

1. Suspension Rights.

   Provider may suspend, disable or restrict all or part of the Services, in whole or in part and with immediate effect, on the occurrence of any of the following (each a “Suspension Event”):
   1. any invoice remains unpaid after its due date;
   2. Customer initiates a chargeback, payment reversal or bank dispute in breach of Section 12.7;
   3. the presence, transmission or hosting of malware, viruses, ransomware or other malicious code on or through the Services;
   4. phishing, fraudulent, deceptive or impersonation activity;
   5. the sending of spam or unsolicited bulk communications, or any breach of applicable anti-spam Laws;
   6. receipt of a credible copyright, trade mark or other intellectual property complaint, including any takedown notice;
   7. receipt of a legal notice, court order, regulatory direction or law enforcement request requiring or making prudent the suspension of the Services;
   8. resource usage that exceeds the applicable limits or that materially degrades the Services provided to other customers;
   9. any actual, threatened or reasonably suspected security risk, vulnerability, compromise or unauthorised access affecting the Services, Provider’s infrastructure or other customers;
   10. any breach of Section 3 (Licence Restrictions and Acceptable Use) or Section 9.2 (Customer Content Warranties); or
   11. any other material breach of this Agreement.

2. Notice of Suspension.

   Provider will give Customer such notice of suspension as is reasonably practicable in the circumstances. Where the Suspension Event involves a security risk, unlawful activity, a legal or regulatory requirement, or a risk of harm to Provider, its suppliers or other customers, Provider may suspend immediately and without prior notice, and will notify Customer as soon as reasonably practicable afterwards.

3. Effect of Suspension.

   During any period of suspension: (a) Fees continue to accrue and remain payable in full; (b) no service credit, refund, extension or compensation of any kind is due; (c) Provider has no obligation to preserve or provide access to Customer Content beyond its normal backup practice under Section 10.1; and (d) Provider has no liability for any Loss arising from a suspension properly made under this Section 11.

4. Restoration.

   Provider will restore the Services within two (2) Business Days after each of the following has occurred: (a) the Suspension Event has been cured, and Customer has provided Provider with written evidence of the cure that a reasonable service provider would accept as demonstrating that the Suspension Event no longer subsists; (b) all outstanding Fees, together with any interest accrued under Section 12.6.1, have been paid in full; and (c) any reconnection or remediation fee at Provider’s then-current rates has been paid.

5. Suspension and Termination.

   Suspension is without prejudice to Provider’s other rights and remedies. If a Suspension Event is not cured within thirty (30) days of suspension, Provider may terminate this Agreement with immediate effect on written notice under Section 18.4.

Fees and Payment#

1. Licence Fees.

   Customer shall pay Provider the licence fees set out on the corresponding Service page of this website or in the Order. The licence fees comprise an initial setup fee and subsequent renewal fees, as quoted to Customer by Provider by email or as published on the corresponding Service page. The initial setup fee is payable at the time of placing the Order. If the Term is renewed for any Renewal Term under Section 18.2, Customer shall pay Provider’s then-current standard licence fees for the Software System for that Renewal Term.

2. Revision of Fees.

   Provider may revise its Fees to reflect increases in its costs, including infrastructure, third-party licence, personnel and compliance costs. Any revision applies from the commencement of the next Renewal Term, and Provider will use commercially reasonable efforts to notify Customer by email at least thirty (30) days before the applicable renewal date. If Customer does not accept the revised Fees, Customer may give notice of non-renewal in accordance with Section 18.2.

3. Fees for Additional Work.

   Additional Work, reactivation fees under Section 8.7, restoration fees under Section 10.2, reconnection fees under Section 11.4 and transition assistance under Section 19.2 are charged at Provider’s then-current rates and are invoiced in addition to the licence fees.

4. Taxes.

   All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, excise, value added and similar taxes, duties, levies and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer, other than taxes on Provider’s net income. For Customers located in India, Goods and Services Tax (GST) will be charged in addition on all invoices at the prevailing rate. Where Customer holds a valid GSTIN and has supplied it to Provider, Customer may be able to avail input credit for the GST charged. Where Customer is required by Law to withhold or deduct tax at source, Customer shall gross up the payment so that Provider receives the full amount invoiced, and shall promptly furnish the applicable withholding certificate.

5. Payment.

   Customer shall pay all amounts due under this Agreement on a monthly, quarterly, half-yearly or yearly basis, as agreed in advance and recorded in the Order, within the due dates specified in Provider’s invoice. Customer shall make all payments to the bank account specified in Provider’s invoice or to such other account as Provider may specify in writing from time to time. Payments are accepted in Indian Rupees (INR) for Customers located in India and in United States Dollars (USD) for Customers located outside India. Customer bears all bank charges, transaction fees and currency conversion costs.

6. Late Payment.

   If Customer fails to make any payment when due then, in addition to all other remedies available to Provider:
   1. Provider may charge interest on the past due amount at the rate of one and one-half per cent (1.5%) per month, calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable Law;
   2. Customer shall reimburse Provider for all costs and expenses incurred in collecting the late payment or related interest, including attorneys’ fees, court costs and collection agency fees; and
   3. Provider may suspend the Services under Section 11, and if the failure continues for thirty (30) days following written notice, Provider may:
      1. disable Customer’s use of the Software System, including by means of a disabling code, technology or device;
      2. withhold, suspend or revoke the licence granted under Section 2.1; and/or
      3. terminate this Agreement under Section 18.4.1.

7. Chargebacks and Payment Reversals.

   Where Customer disputes any Fee, Customer shall raise the dispute with Provider in writing in accordance with Section 12.10 and shall allow Provider a period of not less than fifteen (15) Business Days from Provider’s receipt of that notice in which to investigate and resolve it. If Customer initiates a chargeback, payment reversal, card dispute, bank dispute or any similar reversal of payment with its card issuer, bank or payment provider without having first given Provider that opportunity, then:
   1. Customer is in material breach of this Agreement, and Provider may suspend the Services immediately under Section 11 and/or terminate this Agreement immediately on written notice under Section 18.4.4;
   2. all Fees that are not the subject of a bona fide dispute remain payable by Customer and become immediately due;
   3. Customer shall reimburse Provider on demand for all chargeback fees, reversal fees, penalties and other charges levied on Provider by its bank, card network or payment provider, together with all reasonable costs of recovery, including administrative charges at Provider’s then-current rates, collection agency fees and reasonable attorneys’ fees; and
   4. Provider may require, as a condition of continuing or restoring the Services, that all future Fees be paid in advance by a payment method that is not susceptible to reversal.

   Nothing in this Section 12.7 requires Customer to waive any statutory or card-network right that it cannot lawfully be required to waive, or prevents Customer from initiating a chargeback after Provider has been given, and has failed to resolve the dispute within, the period stated in this Section 12.7.

8. No Deductions or Set-offs.

   All amounts payable to Provider under this Agreement shall be paid in full without any set-off, recoupment, counterclaim, deduction, debit or withholding for any reason, except as required by applicable Law and dealt with under Section 12.4.

9. Non-Refundable Fees.

   Except where this Agreement expressly provides for a refund, all Fees are non-refundable once paid, including where Customer ceases to use the Services, where a project is closed under Section 8.6, or where this Agreement is terminated by Provider for cause.

10. Invoice Queries.

    Customer shall notify Provider in writing of any bona fide dispute in relation to an invoice within fifteen (15) days of the invoice date, giving reasons. Undisputed amounts remain payable by the due date. Failing such notice, the invoice is deemed accepted as correct.

Confidentiality#

1. Confidential Information.

   In connection with this Agreement, a Party (the “Disclosing Party”) may disclose or make available Confidential Information to the other Party (the “Receiving Party”). Subject to Section 13.2, “Confidential Information” means information in any form or medium, whether oral, written, electronic or otherwise, that the Disclosing Party considers confidential or proprietary, including, without limitation, the Software System, the Documentation, source code, database designs, architecture, security information, the terms of this Agreement and of any associated agreement, all attachments and exhibits and all associated and ancillary documents, together with information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing, and information in respect of which the Disclosing Party owes contractual or other confidentiality obligations, in each case whether or not marked, designated or otherwise identified as “confidential”. Provider’s Confidential Information includes the Software System, the Documentation and Provider Materials.

2. Exclusions.

   Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records:
   1. was rightfully known to the Receiving Party without restriction on use or disclosure before that information was disclosed or made available to the Receiving Party in connection with this Agreement;
   2. was or becomes generally known by the public other than through the Receiving Party’s or any of its Representatives’ non-compliance with this Agreement;
   3. was or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not at the time of receipt under any obligation to maintain its confidentiality; or
   4. was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

3. Protection of Confidential Information.

   As a condition of being provided with any disclosure of or access to Confidential Information, the Receiving Party shall, during the Term and after the termination or expiration of this Agreement for any reason:
   1. not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement;
   2. except as permitted under Section 13.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know the Confidential Information for the purposes of the Receiving Party’s exercise of its rights or performance of its obligations under this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and of the Receiving Party’s obligations under this Section 13; and (iii) are bound by written confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms of this Section 13;
   3. safeguard the Confidential Information from unauthorised use, access or disclosure using at least the degree of care it uses to protect its own similarly sensitive information, and in no event less than a reasonable degree of care;
   4. promptly notify the Disclosing Party of any unauthorised use or disclosure of Confidential Information and cooperate with the Disclosing Party to prevent further unauthorised use or disclosure; and
   5. ensure its Representatives’ compliance with, and remain responsible and liable for any of its Representatives’ non-compliance with, this Section 13.

4. Compelled Disclosures.

   If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall:
   1. promptly, and before making the disclosure, notify the Disclosing Party in writing of the requirement so that the Disclosing Party may seek a protective order or other remedy or waive its rights under Section 13.3; and
   2. provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s sole cost and expense, in opposing the disclosure or seeking a protective order or other limitation on disclosure.

   If the Disclosing Party waives compliance, or if after providing the notice and assistance required under this Section 13.4 the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of its legal counsel, it is legally required to disclose and shall, on the Disclosing Party’s request, use commercially reasonable efforts to obtain assurances from the applicable court or other presiding authority that the Confidential Information will be afforded confidential treatment.

5. Permitted Processing by Provider.

   Nothing in this Section 13 restricts Provider from processing Customer Content or Customer’s Confidential Information to the extent necessary to provide, secure, support and administer the Services in accordance with Section 2.3.3 and Section 9.3, or from disclosing Confidential Information to its Representatives and infrastructure suppliers who are bound by confidentiality obligations at least as protective as those in this Section 13.

6. Return or Destruction.

   On the Disclosing Party’s written request, or on expiry or termination of this Agreement, the Receiving Party shall return or destroy the Disclosing Party’s Confidential Information in accordance with Section 18.6, save for copies retained in routine backup systems or as required by applicable Law, which remain subject to this Section 13 for so long as they are retained.

Intellectual Property Rights#

1. Ownership of the Software System.

   Customer acknowledges and agrees that:
   1. the Software System and the Documentation are licensed, not sold, to Customer by Provider, and Customer acquires no ownership interest under or in connection with this Agreement in the Software System or the Documentation, or in any related Intellectual Property Rights;
   2. Customer has no right whatsoever in or to the source code, database designs, architecture or infrastructure configuration of the Software System;
   3. Provider is the sole and exclusive owner of all right, title and interest in and to the Software System and the Documentation, including all Intellectual Property Rights relating to them, subject only to the limited licence granted to Customer under this Agreement; and
   4. Customer unconditionally and irrevocably assigns to Provider, or to Provider’s designee, its entire right, title and interest in and to any Intellectual Property Rights that Customer may now or hereafter have in or relating to the Software System or the Documentation, including any rights in derivative works or patent improvements relating to either of them, whether held or acquired by operation of law, contract, assignment or otherwise.

2. Deliverables.

   Subject to Section 14.1, Section 14.3 and receipt by Provider of payment in full of all Fees relating to the applicable Order, Provider assigns to Customer, with effect from the date of such payment in full, all right, title and interest in and to the Deliverables developed specifically for Customer under that Order. Until payment in full is received, Customer has no ownership of, and only a revocable licence to evaluate, the Deliverables. This Section 14.2 does not transfer any right in the Software System, Provider Materials or Third-Party Materials.

3. Provider Materials and Reusable Intellectual Property.

   Provider retains sole and exclusive ownership of all right, title and interest in and to its pre-existing and independently developed materials, tools and know-how, including, without limitation: frameworks; libraries; components; templates and theme structures; boilerplate and generic code; deployment scripts; build, automation and orchestration tooling; utilities; configuration patterns; test suites; internal documentation; processes, methodologies and know-how; and any improvements, enhancements or derivatives of any of them (collectively, “Provider Materials”). Provider Materials do not become Deliverables merely because they are incorporated into, embedded in, or used to produce a Deliverable.

4. Licence to Embedded Provider Materials.

   To the extent that any Provider Materials are embedded in a Deliverable and are reasonably required for Customer to use that Deliverable for its intended purpose, Provider grants Customer, conditional on payment in full of all applicable Fees, a non-exclusive, non-transferable, non-sublicensable licence to use those Provider Materials solely as part of, and to the extent embedded in, that Deliverable. Nothing in this Agreement restricts Provider from using, licensing, reusing, modifying or commercialising Provider Materials for any purpose, including for other customers.

5. Customer Content.

   As between the Parties, Customer owns all right, title and interest in and to Customer Content, subject to the licence granted in Section 9.3.

6. Feedback.

   If Customer or its Representatives provide any suggestion, enhancement request, recommendation or other feedback relating to the Services, Customer grants Provider a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use and exploit that feedback for any purpose without restriction, attribution or compensation.

7. Customer Cooperation and Notice of Infringement.

   Customer shall, during the Term:
   1. safeguard the Software System and the Documentation, including all copies of them, from infringement, misappropriation, theft, misuse and unauthorised access;
   2. at Provider’s expense, take all such steps as Provider may reasonably require to assist Provider in maintaining the validity, enforceability and Provider’s ownership of the Intellectual Property Rights in the Software System and the Documentation;
   3. promptly notify Provider in writing if Customer becomes aware of: (i) any actual or suspected infringement, misappropriation or other violation of Provider’s Intellectual Property Rights in or relating to the Software System or the Documentation; or (ii) any claim that the Software System or the Documentation, including any production, use, marketing, sale or other disposition of them, in whole or in part, infringes, misappropriates or otherwise violates the Intellectual Property Rights or other rights of any Person; and
   4. fully cooperate with and assist Provider in all reasonable ways in the conduct of any Action by Provider to prevent or abate any actual or threatened infringement, misappropriation or violation of Provider’s rights in, and to attempt to resolve any Action relating to, the Software System or the Documentation, including by making employees available to testify when requested and making available for discovery or trial relevant records, papers, information, samples, specimens and similar materials.

8. Portfolio and Reference Rights.

   Provider may identify Customer as a customer and may reproduce, display and describe the completed work, including screenshots, visual designs, page layouts and a general description of the Services performed, in its portfolio, case studies, website, proposals, award submissions and marketing materials, and may include Customer’s name, trade mark and logo for that purpose. This right does not apply, and Provider will refrain from such use, where a written confidentiality or non-disclosure agreement between the Parties expressly prohibits it, or where Customer notifies Provider in writing before publication that a specific project must not be publicised. Provider will not disclose Customer’s Confidential Information, non-public commercial terms or end-user personal data in any such material.

9. No Implied Rights.

   Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel or otherwise, to Customer or to any third party, any Intellectual Property Rights or other right, title or interest in or to the Software System, the Documentation or Provider Materials.

Representations, Warranties and Disclaimers#

1. Mutual Representations and Warranties.

   Each Party represents, warrants and covenants to the other Party that:
   1. it is duly organised, validly existing and in good standing as a corporation, firm or other entity under the Laws of the jurisdiction of its incorporation or organisation, or, in the case of an individual, has full legal capacity to contract;
   2. it has the full right, power and authority to enter into and perform its obligations, and to grant the rights, licences and authorisations that it grants and is required to grant, under this Agreement;
   3. its acceptance of this Agreement, whether by electronic acceptance, placing an Order, or use of the Services, has been duly authorised by all necessary corporate or organisational action of that Party; and
   4. on acceptance by both Parties, this Agreement constitutes the legal, valid and binding obligation of that Party, enforceable against it in accordance with its terms.

2. No Consents Required.

   No consent, approval or authorisation of, exemption by, or filing with, any governmental authority or any third party is required to be obtained or made in connection with the acceptance, delivery and performance of this Agreement or the taking of any other action contemplated by it.

3. Customer Representations and Warranties.

   Customer represents, warrants and covenants that:
   1. Customer has read and understood every clause of this Agreement;
   2. Customer has independently evaluated the suitability and desirability of the Services and is not relying on any representation, agreement, guarantee or statement other than those expressly set out in this Agreement;
   3. Customer is not a Prohibited Person and is not acting on behalf of a Prohibited Person;
   4. Customer is eligible to enter into this Agreement under the Laws of Customer’s country and of any jurisdiction in which it operates; and
   5. Customer Content complies at all times with Section 9.2.

4. Limited Services Warranty.

   Provider warrants that it will perform the Services with commercially reasonable skill and care and in a professional manner, using personnel with appropriate qualifications and experience. Customer’s sole and exclusive remedy, and Provider’s entire liability, for breach of this Section 15.4 is that Provider will, at its option and at no additional charge, re-perform the deficient Services, or, where re-performance is not commercially reasonable, refund the Fees paid for the deficient Services, provided that Customer notifies Provider in writing of the deficiency within thirty (30) days of the date the Services in question were performed.

5. Warranty Exclusions.

   The warranty in Section 15.4 does not apply to, and Provider has no liability in respect of, any deficiency arising from: (a) Customer Content; (b) any act, omission, instruction, delay or specification of Customer or its Representatives; (c) Third-Party Services or Third-Party Materials; (d) any modification of the Software System or Deliverables not made by Provider or not made in accordance with Provider’s written instructions; (e) use of the Services other than for the Permitted Use or contrary to the Documentation; (f) any Force Majeure Event or matter described in Section 7.2; or (g) any suspension properly made under Section 11.

6. Disclaimer of Warranties.

   Except as expressly provided in this agreement, the software system, the documentation, the deliverables and all other products, information, materials and services provided by provider are provided “AS IS”, “WHERE IS” and subject to all flaws. provider specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and all warranties arising from course of dealing, usage or trade practice. without limiting the foregoing, provider makes no warranty of any kind that the software system, the documentation, the deliverables, or any products or results of their use, will meet Customer’s or any other person’s requirements, operate without interruption, achieve any intended result, be compatible or work with any software, hardware, system or other service, or be secure, accurate, complete, free of harmful code or error free. Without limiting the foregoing, Provider gives no warranty or guarantee in respect of the matters disclaimed in section 7.2 (Infrastructure), section 7.3 (Third-party services), section 8.8 (AI-assisted services), section 8.9 (Search engine optimisation and marketing), section 10.3 (Backups) and section 10.6 (Security).

7. Statutory Rights.

   Nothing in this Section 15 excludes, restricts or modifies any right, warranty, guarantee or condition that cannot be excluded, restricted or modified under applicable Law. Where such a right, warranty, guarantee or condition applies and may lawfully be limited, Provider’s liability is limited, at Provider’s option, to re-supplying the Services or paying the cost of having the Services re-supplied.

Indemnification#

1. Provider Indemnification.

   Subject to Section 16.5 and Section 17, Provider shall indemnify, defend and hold harmless Customer and its officers, directors and employees (each a “Customer Indemnitee”) from and against all Losses incurred by a Customer Indemnitee resulting from any Action by a third party alleging that the Software System or the Documentation, or the use of the Software System or the Documentation in accordance with this Agreement, infringes or misappropriates that third party’s Intellectual Property Rights. This Section 16.1 does not apply to the extent that the alleged infringement arises from:
   1. Third-Party Materials, Third-Party Services or Customer Content;
   2. combination, operation or use of the Software System with any technology, including any software, hardware, firmware, system or network, or with any service, not provided by Provider or not specified for Customer’s use in the Documentation, unless expressly permitted by Provider in writing;
   3. modification of the Software System other than: (i) by Provider or its contractor in connection with this Agreement; or (ii) with Provider’s express written authorisation and in strict accordance with Provider’s written directions and specifications;
   4. use of any version of the Software System other than the most current version, or failure to implement in a timely manner any Maintenance Release, modification, update or replacement made available to Customer by Provider;
   5. use of the Software System after Provider’s notice to Customer of the alleged or actual infringement, misappropriation or other violation of a third party’s rights;
   6. negligence, abuse, misapplication or misuse of the Software System or the Documentation by or on behalf of Customer, Customer’s Representatives or a third party;
   7. use of the Software System or the Documentation by or on behalf of Customer that is outside the purpose, scope or manner of use authorised by this Agreement, or in any manner contrary to Provider’s instructions;
   8. material generated by AI Tools that Customer has approved, published or used, as described in Section 8.8;
   9. events or circumstances outside Provider’s commercially reasonable control, including any third-party hardware, software or system bug, defect or malfunction; or
   10. any Action or Loss in respect of which Customer is obliged to indemnify Provider under Section 16.2.

2. Customer Indemnification.

   Customer shall indemnify, defend and hold harmless Provider and its Affiliates, and each of its and their respective officers, directors, employees, agents, subcontractors, permitted successors and permitted assigns (each a “Provider Indemnitee”), from and against all Losses incurred by a Provider Indemnitee resulting from any Action by a third party:
   1. alleging that any Intellectual Property Right or other right of any Person, or any Law, is or will be infringed, misappropriated or otherwise violated by any:
      1. use or combination of the Software System by or on behalf of Customer or any of its Representatives with any hardware, software, system, network, service or other matter that is neither provided by Provider nor authorised by Provider in this Agreement, the Documentation or otherwise in writing; or
      2. information, materials or technology directly or indirectly provided by Customer, or directed by Customer to be installed, combined, integrated or used with, as part of, or in connection with the Software System or the Documentation;
   2. relating to Customer Content, including any breach of a warranty in Section 9.2;
   3. relating to facts that, if true, would constitute a breach by Customer of any representation, warranty, covenant or obligation under this Agreement;
   4. relating to negligence, abuse, misapplication, misuse or more culpable act or omission, including recklessness or wilful misconduct, by or on behalf of Customer or any of its Representatives with respect to the Software System, the Documentation or otherwise in connection with this Agreement; or
   5. relating to use of the Software System or the Documentation by or on behalf of Customer or any of its Representatives that is outside the purpose, scope or manner of use authorised by this Agreement or the Documentation, or in any manner contrary to Provider’s instructions.

3. Indemnification Procedure.

   Each Party shall promptly notify the other Party in writing of any Action for which it believes it is entitled to be indemnified under Section 16.1 or Section 16.2. The Party seeking indemnification (the “Indemnitee”) shall cooperate with the other Party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defence and investigation of the Action and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend it, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defence, the Indemnitee has the right, but not the obligation, to defend against the Action, including settling it after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. The Indemnitee’s failure to perform any obligation under this Section 16.3 does not relieve the Indemnitor of its obligations under this Section 16, except to the extent that the Indemnitor can demonstrate that it has been prejudiced as a result of that failure.

4. Mitigation.

   If the Software System, or any part of it, is, or in Provider’s reasonable opinion is likely to be, claimed to infringe, misappropriate or otherwise violate any third-party Intellectual Property Right, or if Customer’s use of the Software System is enjoined or threatened to be enjoined, Provider may, at its option and sole cost and expense:
   1. obtain the right for Customer to continue to use the Software System materially as contemplated by this Agreement;
   2. modify or replace the Software System, in whole or in part, so as to make it non-infringing while providing materially equivalent features and functionality, in which case the modified or replacement software constitutes the Software System under this Agreement; or
   3. if, after exercising commercially reasonable efforts, neither of the remedies in Section 16.4.1 nor Section 16.4.2 is reasonably available to Provider, terminate this Agreement in its entirety or in respect of the affected part or feature of the Software System, effective immediately on written notice to Customer, in which event:
      1. Customer shall cease all use of the Software System and the Documentation immediately on receipt of Provider’s notice; and
      2. provided that Customer fully complies with its post-termination obligations under Section 18.6, Provider shall promptly refund to Customer, on a pro-rata basis, the share of any licence fees prepaid by Customer for the portion of the Term remaining but for the termination.

5. Sole Remedy.

   This section 16 sets out Provider’s sole obligations and liability, and Customer’s sole remedies, for any actual, threatened or alleged claim that the software system, the documentation or any other subject matter of this agreement infringes, misappropriates or otherwise violates any intellectual property right of any third party.

Limitation of Liability#

1. Exclusion of Damages.

   In no event will Provider, or any of its partners, affiliates, representatives or suppliers, be liable under or in connection with this agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, statute or otherwise, for any: (a) indirect, consequential, incidental, special, enhanced, exemplary or punitive damages; (b) loss of profits, revenue, business, production, contracts or anticipated savings; (c) loss of goodwill, reputation or opportunity; (d) increased costs or diminution in value; (e) use, inability to use, loss, interruption, delay or recovery of the software system or any service; (f) loss, damage, corruption or recovery of data, or breach of data or system security; or (g) cost of procuring replacement goods or services, in each case regardless of whether such persons were advised of the possibility of such losses or damages or whether such losses or damages were otherwise foreseeable, and notwithstanding the failure of any agreed or other remedy of its essential purpose. the exclusions in this section 17.1 apply except to the extent prohibited by applicable law.

2. Specific Disclaimers of Liability.

   Without limiting section 17.1, Provider disclaims all loss or liability resulting from, but not limited to:
   1. Unauthorised use or misuse of authentication information or account credentials;
   2. Any force majeure event;
   3. Access delays or access interruptions;
   4. Non-delivery or mis-delivery of data, including email;
   5. Errors, omissions or misstatements in any information or service provided under this agreement;
   6. Interruption or suspension of service, including any suspension properly made under section 11;
   7. Any matter disclaimed under section 7.2 (Infrastructure) or section 7.3 (Third-party services);
   8. Failure, corruption or incompleteness of backups as described in section 10.3;
   9. Security incidents occurring despite commercially reasonable security measures, as described in section 10.6;
   10. Material generated by AI tools and approved, published or used by Customer, as described in section 8.8; and
   11. Search engine rankings, traffic, conversions or marketing outcomes, as described in section 8.9.

3. Cap on Monetary Liability.

   1. Subject to section 17.4, the aggregate liability of provider arising out of or related to this agreement, whether arising under or related to breach of contract, tort (including negligence), strict liability or any other legal or equitable theory, shall in no event exceed the total fees actually paid by customer to provider under this agreement during the twelve (12) months immediately preceding the first event giving rise to the claim.
   2. within, and not in addition to, the aggregate cap in section 17.3.1, provider’s liability in respect of any claim arising out of or relating to a particular order shall not exceed the lesser of: (a) the fees actually paid for that order in the three (3) month period immediately preceding the event giving rise to the claim; and (b) INR 25,000.
   3. Multiple claims do not enlarge these limits. the existence of more than one claim or suit will not increase any limit set out in this section 17.3.
   4. The limits in this section 17.3 apply even if any remedy fails of its essential purpose, and apply except to the extent prohibited by applicable law.

4. Exceptions to Limitations.

   Nothing in this Agreement limits or excludes: (a) any liability that cannot be limited or excluded under applicable Law, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation; (b) Customer’s obligation to pay Fees when due; (c) Customer’s indemnification obligations under Section 9.4 and Section 16.2; (d) Customer’s liability arising from breach of Section 3 (Licence Restrictions and Acceptable Use) or Section 14 (Intellectual Property Rights); or (e) either Party’s liability arising from a wilful or fraudulent breach of Section 13 (Confidentiality).

5. Time Limit for Claims.

   Except in respect of a claim for non-payment of Fees, and except where a longer period is required by applicable Law, no Action arising out of or relating to this Agreement may be brought by Customer more than twelve (12) months after the date on which the cause of action accrued.

6. Allocation of Risk.

   Customer acknowledges that the limitations and exclusions in this Section 17, together with the disclaimers in Section 15, reflect an agreed allocation of risk between the Parties, form an essential basis of the bargain between them, and have been taken into account in determining the Fees. These limitations and exclusions apply notwithstanding any other provision of this Agreement.

Term and Termination#

1. Initial Term.

   The initial term of this Agreement commences on the Effective Date and continues for the period set out in the Order, unless terminated earlier under any express provision of this Agreement (the “Initial Term”).

2. Renewal Term.

   This Agreement automatically renews for additional successive terms of equal length, which may be monthly, quarterly, half-yearly or yearly as specified in the initial Order, unless terminated earlier under any express provision of this Agreement, or unless either Party gives the other Party written notice of non-renewal at least thirty (30) days before the expiry of the then-current term (each a “Renewal Term” and, together with the Initial Term, the “Term”).

3. Automatic Billing.

   Customer acknowledges, agrees and authorises Provider to bill automatically the applicable Fees, and to charge Customer’s advance account, card details or other payment instrument on file, for each Renewal Term, unless Customer has terminated or cancelled the Order before the charge is raised.

4. Termination.

   This Agreement may be terminated:
   1. by Provider, effective on written notice to Customer, if Customer fails to pay any amount when due under this Agreement and that failure continues for more than thirty (30) days after Provider’s delivery of written notice of it (a “Payment Failure”);
   2. by Provider at any time, without cause, on thirty (30) days’ prior written notice to Customer, in which case Provider shall refund, on a pro-rata basis, the Fees prepaid by Customer for the unexpired portion of the then-current Term;
   3. by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and the breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party gives written notice of the breach;
   4. by Provider, effective immediately on written notice, if a Suspension Event remains uncured for thirty (30) days after suspension under Section 11, if Customer initiates a chargeback, payment reversal or bank dispute in breach of Section 12.7, or if Customer’s use of the Services is unlawful or exposes Provider to legal, regulatory or reputational risk;
   5. by Provider, effective immediately, if Customer:
      1. is dissolved or liquidated, or takes any corporate action for that purpose;
      2. becomes insolvent or is generally unable to pay its debts as they fall due;
      3. becomes the subject of any voluntary or involuntary bankruptcy or insolvency proceeding under any domestic or foreign bankruptcy or insolvency Law;
      4. makes or seeks to make a general assignment for the benefit of its creditors; or
      5. applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

5. Export Control and Sanctions Compliance.

   Each Party shall comply with all export control, trade sanctions and anti-boycott Laws applicable to it in connection with this Agreement. Customer represents and warrants that it is not a Prohibited Person and is not acting for or on behalf of a Prohibited Person, and covenants that it will not make the Services available to, or use the Services for the benefit of, any Prohibited Person or for any end use prohibited by those Laws. Customer shall notify Provider immediately if it becomes, or is likely to become, a Prohibited Person. Provider may suspend the Services under Section 11 or terminate this Agreement immediately on written notice, in either case without refund or compensation of any kind, if Customer breaches this Section 18.5 or if performance of this Agreement would place Provider in breach of any applicable export control or sanctions Law.

6. Effect of Termination or Expiration.

   On the expiration or earlier termination of this Agreement, all rights, licences and authorisations granted to Customer immediately terminate, and:
   1. Customer shall immediately cease all use of, and all other activity in respect of, the Software System and the Documentation;
   2. Customer shall, within ten (10) days, deliver to Provider or, at Provider’s written request, destroy and permanently erase from all devices and systems that Customer directly or indirectly controls, the Software System, the Documentation and Provider’s Confidential Information, including all documents, files and tangible materials, and all partial and complete copies of them, containing, reflecting, incorporating or based on any of the foregoing, whether or not modified or merged into other materials;
   3. Customer shall certify to Provider in a signed written instrument that it has complied with the requirements of this Section 18.6;
   4. all amounts payable by Customer to Provider of any kind become immediately payable and are due no later than ten (10) Business Days after the effective date of expiration or termination;
   5. Customer may, by written request made before the effective date of expiration or termination and subject to payment in full of all outstanding Fees and of any export charges at Provider’s then-current rates, obtain a one-time export of Customer Content in a standard format selected by Provider, which Provider will use commercially reasonable efforts to make available within fifteen (15) days after the effective date of expiration or termination; and
   6. after the period referred to in Section 18.6.5, or immediately where no such request has been made, Provider may permanently delete Customer’s Account in the Software System, which will result in the permanent deletion of all application data and files uploaded to or stored on Provider’s servers by Customer and its end users. Provider has no obligation to retain, back up or provide Customer Content after termination.

7. No Refund on Termination for Cause.

   Where this Agreement is terminated by Provider under Section 18.4.1, Section 18.4.3, Section 18.4.4, Section 18.4.5 or Section 18.5, all Fees paid are non-refundable and all Fees for the remainder of the then-current Term become immediately due and payable.

8. Survival.

   Expiration or termination of this Agreement does not affect any right, remedy, obligation or liability that has accrued to either Party as at the effective date of expiration or termination. The following provisions survive the expiration or termination of this Agreement for any reason, together with any other provision that by its nature is intended to survive:
   1. Section 1 (Definitions) and Section 20.5 (Interpretation), to the extent required to give meaning to any surviving provision;
   2. Section 3.1 (Licence Restrictions) and Section 7.5.4 (release of domains, accounts and subscriptions conditional on payment);
   3. Section 9.2 (Customer Content Warranties) and Section 9.4 (Content Indemnity);
   4. Section 12 (Fees and Payment), in respect of all amounts accrued or payable on or before the effective date of expiration or termination, including Section 12.6 (Late Payment) and Section 12.7 (Chargebacks and Payment Reversals);
   5. Section 13 (Confidentiality);
   6. Section 14 (Intellectual Property Rights);
   7. Section 15.6 (Disclaimer of Warranties) and Section 15.7 (Statutory Rights);
   8. Section 16 (Indemnification);
   9. Section 17 (Limitation of Liability);
   10. Section 18.5 (Export Control and Sanctions Compliance), Section 18.6 (Effect of Termination or Expiration), Section 18.7 (No Refund on Termination for Cause) and this Section 18.8;
   11. Section 19 (Offboarding and Transition Assistance); and
   12. Section 20 (Miscellaneous), including Section 20.14 (Governing Law; Jurisdiction), Section 20.15 (Dispute Resolution; Arbitration), Section 20.16 (Equitable Relief) and Section 20.17 (Costs of Proceedings).

Offboarding and Transition Assistance#

1. Standard Handover.

   On expiry or termination of this Agreement other than for Customer’s breach, and subject to payment in full of all Fees then due, Provider will provide reasonable transition assistance at no additional charge, consisting of: (a) a one-time export of Customer Content in accordance with Section 18.6.5; (b) release of, or transfer instructions for, domain names, hosting accounts, certificates and third-party subscriptions held by Provider on Customer’s behalf, in accordance with Section 7.5; (c) provision of the access credentials that Customer owns; and (d) responding to reasonable written queries from Customer or its incoming supplier for a period of up to fifteen (15) days after the effective date of expiration or termination.

2. Additional Transition Assistance.

   Any migration or transition work beyond the standard handover described in Section 19.1 is Additional Work and is chargeable at Provider’s then-current rates, including: rebuilding or reformatting data; migration to a third-party platform; assistance with an incoming supplier’s environment; extended knowledge transfer sessions; preparation of bespoke documentation; and continued operation of the Services beyond the end of the Term. Provider will provide an estimate before commencing, and may require payment in advance.

3. Conditions.

   Provider’s obligations under this Section 19 are conditional upon: (a) payment in full of all Fees, interest and costs then outstanding; (b) Customer’s compliance with Section 18.6; and (c) the transition assistance being requested in writing before the effective date of expiration or termination or within fifteen (15) days after it.

4. No Source Code.

   Transition assistance does not include, and Provider is under no obligation to deliver, the source code, database designs, architecture or infrastructure configuration of the Software System or of Provider Materials, all of which remain Provider’s Confidential Information and property under Section 14.

Miscellaneous#

1. Further Assurances.

   On a Party’s reasonable request, the other Party shall, at the requesting Party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement.

2. Relationship of the Parties.

   The relationship between the Parties is that of independent contractors. Nothing in this Agreement creates any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other Party in any manner.

3. Publicity and Public Announcements.

   Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing material relating to this Agreement, or, unless expressly permitted under this Agreement, otherwise use the other Party’s trade marks, service marks, trade names, logos, domain names or other indicia of source, association or sponsorship, in each case without the prior written consent of the other Party, which shall not be unreasonably withheld or delayed. This Section 20.3 is subject to Provider’s portfolio and reference rights under Section 14.8, and does not prevent Provider from including Customer’s name and other indicia in lists of Provider’s current or former customers in promotional and marketing materials.

4. Notices.

   Any notice, request, consent, claim, demand, waiver or other communication under this Agreement has legal effect only if given in writing and addressed to a Party as set out below, or to such other address or Person as that Party may designate from time to time in accordance with this Section 20.4:
   1. If to Provider:
      • Computer Solutions (Business Ahead)
      • Address: M-7, Adityapur, Jamshedpur 831013, India
      • Email:
      • Attention: Rajeev Kumar, Chief Executive Officer
   2. If to Customer: the primary contact person, postal address and email address supplied by Customer at the time of registering on this website before placing the Order for the Service, as updated by Customer in the Control Panel from time to time.

   Notices given in accordance with this Section 20.4 are deemed effectively given: (a) when received, if delivered by hand with signed confirmation of receipt; (b) when received, if sent by a recognised overnight courier with signature required; (c) when sent, if sent by email with confirmation of transmission, if sent during the addressee’s Business Hours, and otherwise on the next Business Day; and (d) on the third (3rd) day after the date of mailing, if sent by certified or registered post with return receipt requested and postage prepaid.

5. Interpretation.

   For the purposes of this Agreement: (a) the words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice versa; and (e) words denoting any gender include all genders.

   Unless the context otherwise requires, references in this Agreement: (a) to sections, exhibits, schedules, attachments and appendices mean the sections of, and the exhibits, schedules, attachments and appendices to, this Agreement; (b) to an agreement, instrument or other document mean that agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by its provisions; and (c) to a statute mean that statute as amended from time to time, and include any successor legislation and any regulations made under it. The Parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing an instrument to be drafted. The exhibits, schedules, attachments and appendices referred to in this Agreement form an integral part of it to the same extent as if set out verbatim in it.

6. Headings.

   The headings and clause numbers in this Agreement are for reference only and do not affect its interpretation.

7. Entire Agreement.

   This Agreement, together with each Order and, where applicable, the Business Associate Agreement (applicable only to a Software System relating to health care), constitutes the sole and entire agreement between the Parties in respect of its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, in respect of that subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, an Order, the related exhibits, schedules, attachments and appendices, and the Business Associate Agreement (if applicable), the following order of precedence governs: (a) first, the Business Associate Agreement (if applicable), in respect of its subject matter only; (b) second, the Order, in respect of scope, Fees, quantities, term and any expressly stated service level commitment; (c) third, this Agreement, excluding its exhibits, schedules, attachments and appendices; and (d) fourth, the exhibits, schedules, attachments and appendices to this Agreement.

8. Assignment.

   Customer shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, whether voluntarily, involuntarily, by operation of law or otherwise, without Provider’s prior written consent. No assignment, delegation or transfer relieves Customer of any of its obligations or performance under this Agreement. Any purported assignment, delegation or transfer in violation of this Section 20.8 is void. Provider may assign this Agreement, in whole or in part, to an Affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its assets or business. This Agreement is binding on and enures to the benefit of the Parties and their respective successors and permitted assigns.

9. Subcontracting.

   Provider may perform any of its obligations under this Agreement through Affiliates, subcontractors or infrastructure suppliers, provided that Provider remains responsible for the performance of its own obligations under this Agreement.

10. Force Majeure.

    1. No Breach or Default.

       Neither Party will be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, except for any obligation to make payments, when and to the extent that the failure or delay is caused by circumstances beyond that Party’s reasonable control (a “Force Majeure Event”), including: failures of the internet or of any public telecommunications network; failures, outages or degradation of cloud platforms, data centres, content delivery networks or other hosting infrastructure; DNS, registry or registrar failures; hacker attacks, denial of service and distributed denial of service attacks, ransomware, virus or other malicious software attacks or infections, and other cyberattacks; failures or breaches affecting third-party suppliers; acts of God, flood, fire, earthquake, storm or explosion; epidemic or pandemic, and any related public health measure; war, terrorism, invasion, riot or other civil unrest; embargoes or blockades in effect on or after the Effective Date; national or regional emergency; strikes, labour stoppages or slowdowns or other industrial disturbances; the passing of any Law or any action taken by a governmental or public authority, including the imposition of an export or import restriction, quota, internet shutdown, blocking order or other restriction or prohibition, or any complete or partial government shutdown; and any national or regional shortage or failure of adequate power, telecommunications or transportation.

    2. Affected Party Obligations.

       In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party, stating the period of time the occurrence is expected to continue, and shall use commercially reasonable efforts to end the failure or delay and to minimise the effects of the Force Majeure Event.

    3. Extended Force Majeure.

       Either Party may terminate this Agreement on written notice if a Force Majeure Event affecting the other Party continues substantially uninterrupted for thirty (30) days or more.

11. No Third-Party Beneficiaries.

    This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing in it, express or implied, is intended to or will confer on any other Person any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement, save that each Provider Indemnitee and each Customer Indemnitee may enforce the rights expressed to be granted to it under Section 16.

12. Amendment and Modification; Waiver.

    Subject to Provider’s right to amend these Terms of Service by publication, and to the rules governing when an amendment takes effect in respect of Orders already in force and in respect of new Orders, in each case as set out in the notice headed “Amendments to these Terms of Service” at the beginning of this Agreement, no amendment to or modification of this Agreement is effective unless it is in writing and signed or confirmed by an authorised representative of each Party. No waiver by any Party of any provision of this Agreement is effective unless explicitly set out in writing and signed by the waiving Party. Except as otherwise set out in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver of it; nor does any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of it or the exercise of any other right, remedy, power or privilege.

13. Severability.

    If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, that invalidity, illegality or unenforceability does not affect any other term or provision of this Agreement, nor invalidate or render unenforceable that term or provision in any other jurisdiction. On any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to give effect to the original intent of the Parties as closely as possible in a mutually acceptable manner, so that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible.

14. Governing Law; Jurisdiction.

    This Agreement, and any dispute, claim or obligation arising out of or in connection with it or its subject matter or formation, whether contractual or non-contractual, is governed by and shall be construed and enforced in accordance with the Laws of the Republic of India, without regard to any conflict of laws principle that would require the application of the law of another jurisdiction. Subject to Section 20.15, the courts at Jamshedpur, in the State of Jharkhand, India, have exclusive jurisdiction to determine any Action arising out of or in connection with this Agreement, and each Party irrevocably submits to the exclusive jurisdiction of those courts and waives any objection to proceedings in those courts on the ground of venue or inconvenient forum.

15. Dispute Resolution; Arbitration.

    1. Negotiation in Good Faith.

       Before commencing arbitration, the Party raising a dispute shall give the other Party written notice describing the dispute, the provisions of this Agreement relied on and the relief sought. The Parties shall then attempt in good faith to resolve the dispute through discussions between senior representatives having authority to settle it, for a period of thirty (30) days from the date of that notice.

    2. Reference to Arbitration.

       Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question as to its existence, validity, breach, interpretation or termination, that has not been resolved under Section 20.15.1 shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996 of India, as amended from time to time, the provisions of which are deemed incorporated by reference into this Section 20.15.

    3. Tribunal, Seat and Procedure.

       The arbitral tribunal shall consist of a sole arbitrator appointed by written agreement between the Parties within thirty (30) days of the reference to arbitration, failing which the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of the arbitration is Jamshedpur, Jharkhand, India. The language of the arbitration is English. The arbitrator shall deliver a reasoned award, and shall use commercially reasonable efforts to do so within six (6) months of entering on the reference.

    4. Award; Costs.

       The award is final and binding on the Parties, and judgment on the award may be entered in, and the award enforced by, any court of competent jurisdiction. Each Party shall bear its own legal costs, and the Parties shall share the arbitrator’s fees and the administrative costs of the arbitration equally, unless the arbitrator directs otherwise, including under Section 20.17.

    5. Interim Relief and Excluded Claims.

       Nothing in this Section 20.15 prevents either Party from applying to the courts identified in Section 20.14 for interim, interlocutory or conservatory relief, including relief under Section 9 of the Arbitration and Conciliation Act, 1996, or from seeking the equitable relief described in Section 20.16. Provider may, at its sole option, recover undisputed Fees, interest and recovery costs by proceedings before any court of competent jurisdiction instead of by arbitration, and the arbitration agreement in this Section 20.15 does not apply to such proceedings.

    6. Confidentiality of Proceedings.

       The existence and content of the arbitration, all submissions and documents produced in it, and the award, are Confidential Information and subject to Section 13, except to the extent that disclosure is required by Law or is necessary to enforce or challenge the award.

    7. Continued Performance.

       Except where the dispute concerns Customer’s failure to pay any amount when due, each Party shall continue to perform its obligations under this Agreement while the dispute is being resolved under this Section 20.15.

16. Equitable Relief.

    Customer acknowledges and agrees that a breach or threatened breach by Customer of any of its obligations under Section 3 (Licence Restrictions and Acceptable Use), Section 13 (Confidentiality) or Section 14 (Intellectual Property Rights) would cause Provider irreparable harm for which monetary damages would not be an adequate remedy, and that in the event of such a breach or threatened breach Provider is entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies available at law, in equity or otherwise.

17. Costs of Proceedings.

    If any Action is instituted or commenced by either Party against the other Party arising out of or relating to this Agreement, the prevailing Party is entitled to recover from the non-prevailing Party its reasonable attorneys’ fees and the costs of the proceedings, including court costs and the fees and administrative costs of any arbitration conducted under Section 20.15.

18. Electronic Acceptance and Counterparts.

    Customer accepts this Agreement electronically by placing an Order, creating an Account or using the Services, and the Parties agree that such acceptance has the same legal effect as a handwritten signature. Where this Agreement is executed in writing, it may be executed in counterparts, each of which is deemed an original and all of which together constitute one and the same agreement. A signed copy delivered by facsimile, email or other means of electronic transmission has the same legal effect as delivery of an original signed copy.

19. Language.

    This Agreement is drawn up in the English language. If it is translated into any other language, the English language version prevails in the event of any conflict or inconsistency.

20. Survival.

    The provisions of this Agreement that survive its expiration or termination, including those relating to Fees, Intellectual Property Rights, confidentiality, indemnification, limitation of liability, governing law and dispute resolution, together with any provision that by its nature is intended to survive, are identified in Section 18.8, which applies to this Section 20 as it applies to the remainder of this Agreement.