Incorporated in 1995, TSPL is a leading Solution Provider in Converged Voice & Data Solutions. TSPL’s strength lies in designing, developing & delivering / implementing, Contact Centre Solutions, CRM, Messaging, Helpdesk & other Communication Software; Customized Software Development, Operational & Support Services & Systems Integration activities. TSPL strives to help organizations improve the efficiency & effectiveness of essential business activities through the successful application of IT & Communication. TSPL’s growth & acceptance can be best attributed to its dedicated focus on delivering solutions centric around Customer’s Business Process requirements.

TSPL having more than two and a half decades of experience is today engaged in the business of providing CTI technology services and is the owner of indigenously developed software that can be deployed on-premise, hybrid and virtual and/or cloud communication services. We have comprehensive end-to-end Computer Telephony Integration Solutions for Enterprises / Corporates / MSME organizations with countrywide implementations & support offerings.

We are the leaders in this space, and our aim is to make it easy to use and cost-effective solutions for you to address your business challenges. Our services enable you to simplify and enhance customer communication over multi-media communication platforms.

Terms of use mentioned in this Agreement are Teckinfo Terms (hereinafter referred to as the “Agreement” or “Terms”). We give customer right to use our Product subject to the terms of this Agreement. To be authorized to use our Product the customer needs to acknowledge & accept the terms of this Agreement.

By formally accepting the terms with company stamp and signatures the customer agrees to use our Product on the listed terms described in this Agreement. The terms of this Agreement shall be applicable effective from the date the customer has signed and stamped the document and concurred to start using the Product (hereinafter referred to as the “Operative Date”).

The terms mentioned in this Agreement are individually defined in Schedule 1 (Page # 20 – 24). Also, please note that the words representing a singular entity will consist of the plural and words designating any gender will include all genders. Further, headings and subheadings to clauses of this Agreement are for information only and shall be ignored in construing any provision of this Agreement. However, it is important to note that the language on the right in Schedule 1 is legally binding.

For the purpose pf this agreement “we”, “us”, “our” or “TSPL” means Teckinfo Solutions Private Limited. We are a company incorporated and registered under the Companies Act, 1956, with our registered office at New Delhi. If you are accepting the Agreement or using our Product on behalf of your organization, you are agreeing to the terms of this Agreement on behalf / for your organization and are promising to TSPL that you have the authority to legally bind your organization to the terms of this Agreement (in such a case, the terms “you”, “your” or “Customer” will refer to that organization). If you use our Product within the territory of India, you will be referred to as a “Domestic Customer” and if you use our Product in any jurisdiction outside India, you will be referred to as an “International Customer”. It is elucidated that the use of the terms “you”, “your” or the “Customer” in this Agreement will include reference to both the Domestic Customer(s) and International Customer(s).

An exemption to this Agreement would be that your organization has a distinctly definite agreement with us covering the use of our Product, in which case that agreement will govern your use of TSPL’s Product.

For expediency, of this Agreement, TSPL and the Customer may also be referred to individually as a ‘party’ and collectively as the ‘parties’.

Please find our terms herein below:

1. Product Narrative

When we refer to our “Product” in this Agreement, we mean:

• TSPL’s ID Cloud Contact Center Software platform, user interface along with the related application programme interfaces (hereinafter referred to as “API(s)”);
• TSPL’s Browser extension’s & SDK’s (Software Development Kit’s);
• TSPL’s mobile phone application; and
• any document made available by TSPL to you relating to the Product or its use (hereinafter referred to as “Documentation”).

Use of TSPL’s ID Cloud Contact Center Software platform authorizes the customers to make, create, control, track, monitor, record conference calls, interactive voice response calls & send SMS’s at any time, and/or combine the APIs to arrive at new functions

Explanation:

1. By “APIs” we mean a set of routines, protocols and tools enabled by TSPL which allow its customers to develop programs as per their requirements and/ or customize the Product to suit their needs.

2. Right to Use the Product

TSPL agrees to grant the customer a non-exclusive, non-transferable and revocable right to use the Product in accordance with the terms and conditions of this Agreement, and the customer agrees to use the Product as per the defined terms and conditions. The non-exclusive, non-transferable and revocable right to use the Product will no longer be applicable when this Agreement is terminated as per clause 27.2 (Termination) of this Agreement. It is elucidated that under this Agreement, TSPL is not granting the customer any right or favour to the Customer or its Authorized Users except for the limited purpose of logging in and using the Product.

The Agreement elucidates that in case of International Customers, where not permitted by applicable law, TSPL will not grant any right or interest in the TSPL Software to such Customers or its Authorized, except for the limited purpose of logging in and using the Product.

The agreement is only between TSPL and the customer. The customer cannot transfer their account to any other company or individual. However, in case the customer so desire’s then he may please contact the Customer Account Manager / Sales Executive for more information / clarifications

3. Customer Precincts to Use the Product

The customer agrees to abide by the precincts of this Agreement & that the same shall be applicable to use the Product:

• The Product can be used only by the customer /or a person specifically authorised by him to use our Product, (hereinafter referred to as an “Authorized User”) for business communication purposes. It is hereby further clarified that Domestic Customers or its Authorised User(s) are not permitted to resell the right to use our Product. The customer undertakes to take all liability that arises from any misuse of our Product or breach of the provisions of this Agreement by your Authorised User(s).
• The Product is not meant to make emergency calls for / to any Emergency Services Number. By “Emergency Services Number” we mean emergency services like: law enforcement service’s number, service’s number, service’s number or any other similar emergency services.
• TSPL is an intercessor & and shall / will have has no control over the manner in which the customer uses the Product. The customer shall be required to use the Product in accordance with all the applicable governing laws. TSPL unambiguously disclaims any representation that the Product complies with all applicable laws and regulations outside of India. If the customer uses the Product to connect outside of India, he expressly understands & agrees that he shall be accountable for ensuring compliance with different laws, regulations, or customs that may apply in connection with your use of the Product.
• TSPL shall have the right to modify the attributes and resources available in the APIs from time to time. However, the customer shall be notified about any such changes made to the API through e-mail to the primary admin and through popup notifications in the application.

Please note that TSPL will not be liable to the customer or any third party for such modifications to the API/(s) or adverse effects (if any) that may result from such modifications.

• The Product may not be available to you for use in the event the customer surpasses the Credit Limit as defined in clause 4.2, if and when applicable.
• TSPL shall ensure that the Product is available for use to the customer 24 (Twenty-Four) hours a day and 7 (Seven) days a week or as per the or as usage hour’s defined by the customer, except when he is notified about a scheduled /planned maintenance activity or when the telecommunication service providers’ networks and servers are down. The functionality of the Product will depend and be subject to external factors / limitations, such as delays and problems owing to use of external infrastructure, technology and services. The customer understands that TSPL shall not be responsible for any such delays, default, or any other loss or damage caused by a reason / cause beyond TSPL’s control.
• Prior to starting the scheduled / planned maintenance activity, TSPL shall notify the customer at least 12 (Twelve) Normal Business Hours in advance.

By “Normal Business Hours” we mean 09:00 A.M. to 06:00 P.M. Indian Standard Time (IST) each Business Day or 03:30 A.M. to 12:30 P.M. Greenwich Mean Time (GMT) each Business Day. By “Business Day” we mean a day other than a Saturday, Sunday or a public holiday as per state location in India.

4. Charges, Bill Plan, Credit Limit and Invoice

(4.1) Charges and Bill Plan: You agree to pay the charges for the use of the Product (hereinafter referred to as “Charges”) in accordance with the pricing and the bill plan to which you have subscribed which is available in the commercial proposal sent to you and has been accepted by you.

(4.2) Payment of Invoices: TSPL will raise an invoice for your use of the Product (hereinafter the “Invoice”) on or after the last day of each month. In case you are using our Product on a post-paid basis, you agree to clear payments towards the Invoice within Twenty- One (21) days from the date of the Invoice. It is hereby clarified that in case you are using our Product on a prepayment basis, the Invoice will be automatically settled against the prepayment deposit made by you in accordance with the Pricing and Bill Plan.

(4.3) Disputed Invoice: In the event you dispute any Invoice, in whole or in part, you will notify us within Two (2) Business Days from the date of receipt of such an Invoice of your intention to do so.

Upon receipt of such a notification, parties will amicably discuss such a disputed Invoice and make all reasonable endeavours to resolve such a dispute.

Refunds: Regardless of your billing cycle, there are no refunds or credits for partial months of Service, plan downgrades, or refunds for unused time if you close your account before the end of your subscription period. No exceptions will be made in order to treat everyone equally and keep our administrative costs low for the ultimate benefit of our customer base. Downgrading your plan level may cause the loss of content, features, or capacity of your account and TSPL does not accept any liability for such loss. TSPL reserves the right to require payment by credit card or other online payment gateways in advance of services. Credit checks will be required before TSPL agrees to invoice for services.

Overdue charges: If you fail to pay your subscription fee on time, or if your payment information is entered in error or does not go through for processing and you do not update payment information upon our request, your entire subscription may be suspended or cancelled.

Taxes: Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against TSPL based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so.

5. TSPL’s Representations and Warranties

We submit and warrant that:

• (5.1) TSPL is a legitimately registered company and has valid license under the applicable laws.

• (5.2) The authorized signatory of this Agreement has the full right, power, authority & capacity to execute this Agreement on behalf of TSPL.

6. Customer’s Representations and Warranties

You represent and warrant that:

• (6. 1) The customer shall make sure that he and/or his Authorised User(s) use the Product in accordance with terms of this Agreement and governing / applicable laws of the location. It is also elucidated that the customer and/or his Authorised User(s) will not use the Product to make any calls or send any messages in contravention of the governing / applicable laws. Prior to using our Product in any jurisdiction, the customer shall familiarize himself and/or his Authorised User(s) with all laws applicable to the Product in the jurisdiction location and only use the Product in the legally permitted way. TSPL provides no representation or warranty in this regard.

• (6. 2) The customer and/or his Authorised User(s) shall not copy, modify, duplicate, mirror, republish, download, transmit, license, sell, transfer, assign, display or otherwise commercially exploit or distribute all or any portion of TSPL’s Proprietary Technology and the Product in any form or assist / abet third parties to access the Product or build a product or service which competes with our Product.

By “Proprietary Technology” we mean our Unified Contact Centre Application Software and optimization solutions, solution design / architecture, user interfaces, API adaptation details, customization, 3rd party integration, configurations and related documentation.

• (6. 3) The customer and/or his Authorised User(s) will make sure that the Customer Data (defined below in clause 9) is accurate and legally obtained.

• (6. 4) The customer and/or his Authorised User(s) will protect the privacy of the information collected/received by him through the use of our Product.

• (6. 5) The customer and/or his Authorised User(s) have read, understood and agree to comply by TSPL’s privacy policy. Further, he also agrees to share the Privacy Policy with every individual whose information will be processed by TSPL on his behalf during the course of your use of the Product.

• (6. 6) The customer and/or his Authorised User(s) will make call recordings and use such recordings in accordance with the governing / applicable laws of jurisdiction location.

• (6. 7) The customer and/or his Authorised User(s) concur not to use the Product to upload, modify, publish, transmit, update or share any information that:
  • belongs to another organization / person and to which he does not have any right of use;
  • is damaging, defamatory, obscene, pornographic, paedophilic, libellous, blasphemous and / or invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever;
  • harms minors in any way;
  • infringes any patent, trademark, copyright or other proprietary rights (whether ours or of any other entity);
  • deceives or misleads the addressee about the origin of such calls /messages or communicates any information which is totally offensive or threatening in nature;
  • impersonates another entity / individual;
  • jeopardizes the unity, integrity, defence, security or sovereignty of India or any other country, friendly relations of India or any other country with foreign states, or public order or causes incitement to the commit any cognisable offence or thwarts investigation of any offence or is insulting to any nation;
  • encompasses software viruses or any other computer code, files or programs devised to interrupt, destroy or limit the functionality of any computer resource;
  • is aimed at perpetrating hatred or dissent based on ethnic groups, religions, races, and inter-groups;
  • is linked to gambling;
  • is linked to any extortion and/or threats;
  • ambiguous and/or misleading information resulting in end user / customer /consumer loss, whether knowingly or unknowingly; and/or
  • contravenes any law for the time being in force.

• (6.8) The customer and/or his Authorised User(s) agree not to use the Product to make a conference call or send a message to any Subscriber registered under the NDNCR and/or NCPR or any other applicable customer preference-based do-not-disturb database for telemarketing / sharing unsolicited commercial communication (except in accordance with the applicable law).

• (6.9) The customer is legitimately existing / registered, has a good standing & valid license under the applicable laws.

• (6.10) The customer and/or his Authorised User has the full rights, power, authority and capacity to execute this Agreement.

• (6.11) The customer and/or his Authorised User(s) shall not use the Product among other things to collect or process personal data of an / organization/ entity /individual / subject (that is in the European Union) in the course of an activity which falls within the scope of European Union law.

• (6.12) The customer and/or his Authorised User(s) will make sure that they have obtained and will continue to obtain a clear written consent from every entity / individual for:
  • the purpose and the duration, for which their information will be processed by us on your behalf during the course of your use of the Product. This consent may be through letter or email or any other manner prescribed by the applicable data protection law. The customer and his Authorised User(s) also agree to provide a copy of the aforementioned written consent to us immediately, upon request, and in such a manner so as not to cause TSPL or a service provider of TSPL, to be in violation of any applicable laws.

• (6.13) The customer and/or his Authorised User(s) shall collect information in accordance with applicable data protection laws

7. Data Sharing

(7.1) During the Term of this Agreement, you will be able to download Customer Data and TSPL Data for the previous 12 (Twelve) months. Customer Data and TSPL Data beyond this period may be made available to you on request, if commercially feasible.

“Customer Data” refers to the data provided by you and/or your Authorised User(s) in the course of your use of the Product. Customer Data will include (as applicable) phone numbers, email addresses and names provided by you or your Authorized User(s) in relation to your use of the Product. TSPL Data” refers to the data automatically generated and recorded by TSPL system pursuant to your and/or your Authorised User(s)’ use of the Product which includes but is not limited to billing and pricing information, meta data about a call (telecom circle, operator, location of call, time of call and duration), activities that you or your Authorised User(s) do in creating work flows, SMS templates, audio uploads and activities performed either by you or your Authorized User(s) in and during a call such as dual tone multi frequency key access and details of the Authorized Users.

(7.2) Customer Data and TSPL Data will be considered as Confidential Information (defined in clause 22 below); and subject to the confidentiality obligations set out in clause 22 (Confidentiality Obligations) of this Agreement, the Customer Data and TSPL Data will be handled in accordance with our Privacy Policy.

(7.3) Prior to terminating this Agreement in accordance with clause 27.2 (Termination), the customer shall be responsible for downloading the Customer Data and TSPL Data for their records.

(7.4) On termination of the Agreement your Customer Data and TSPL Data will be purged as soon as judiciously possible. However, it is hereby clarified that TSPL shall retain Customer Data and TSPL Data if required by governing / applicable laws of the jurisdiction area.

8. Customer Support Services

Our Customer Support Team will provide you with Customer Support Services for any queries or issues that you or your Authorised User(s) may have in relation to the Product. Our support services policy is enclosed.

• By “Customer Support Team” we mean the concerned TSPL team that provides Customer Support Services. Our Customer Delight Team’s mission is to provide workarounds and solutions during Product downtimes and be generally available to assist our customers.

• By “Customer Support Services” we mean the support services provided by us to you in accordance with our Support Services Policy. For domestic and international Customers, our Customer Support Services will remain available round the clock – 24×7 – 24 hours, 7 days a week.

9. Resolution and Escalation Matrix

We will strive to resolve any delay in Services delivery. User can write to Us at support@teckinfo.com for any query or concern. We will address this concern within 48 hours. To ensure timely resolution when User escalates its concern, User must mention the ticket number received from support@teckinfo.com; and, a brief summary on why the resolution provided so far has not been satisfactory. Certain issues, depending on their nature, would require testing and observation over multiple days. This can increase the resolution time for the User. However, we assure that Our team will be working on these issues diligently throughout and will keep the User updated on the progress. For raising ticket please connect with our Customer Support Services team. In case we are unable to resolve the issue within the stated timeline, or if the User is not satisfied with the resolution provided, user can escalate its concern to escalation team. Any concerns raised here will be addressed in two working hours and will require further 48 working hours for a resolution. National holidays and non-working days are not considered in the timeline.

10. Point of Contact

You will provide us with the name, designation, e-mail address and phone co-ordinates of your representative who will be responsible to co-ordinate with us for the purposes of KYC and this Agreement. Also in-case of DND or any other violation, as per DOT guidelines, we require you to fully cooperate in the speedy settlement of issue by providing us with necessary proofs and the required documents within 2 days.

11. Advertising & Communication / Publicity Rights.

You agree to grant us the right to use your brand name and logos on our Website and other marketing material solely for marketing purposes.

You consent to receive communications from us by way of e-mails, phone calls and SMS’s with respect to your transactions on our Website. Users will be required to register their valid phone numbers and e-mail addresses to facilitate such communication. We may also use your e-mail address to send You updates, newsletters, changes to features of the Service, and the like to provide you better Services.

12. User Names & Password

You and your Authorised User(s) agree to frequently / periodically change the User / Security Identifier and login passwords through our dashboard in order to avoid unauthorised access to our Product through your TSPL account. In the event of any unauthorised access, you agree to indemnify us against all claims, loss or damage arising from such unauthorised access. You also agree to pay the Charges for the use of the Product on account of such unauthorised access.

13. Standards for Customer Data Protection

• high availability default with data replication
• Access to customer data from customer MPLS / VPN only shall be permitted with login credentials verification by SSL secured websites only
• Separate servers for each customer (Not accessible from any other server in the network)
• Teckinfo shall take backup of customer data at EOD on daily basis
• In case server failure TSPL will restore customer data from last backup taken
• TSPL shall provide 100GB data storage (including live and backup data) space to the customer.

14. Customer Data Protection

• As mentioned in Point no. 22 below TSPL shall maintain customer data protection of the security, confidentiality and integrity of data.
• We shall store the Customer Data only for the purpose of rendering the Services, as per the privacy policy set forth.
• In case customer requires Teckinfo to implement any specific measures, then you shall bring the same to our notice and we will mutually agree upon the feasibility, scope and pricing for such measures.

15. Data Retention & Export

• “Customer data” means CDR & Calling list.
• TSPL will retain & make customer data available for archival / export for last ninety (90) days.
• TSPL strongly recommends that Customer exports all required data on a regular / periodical basis to ensure data availability as and when required by him for any business reasons
• It is also strongly recommended that customer export all customer data before closure of the customer’s account.
• TSPL shall make customer data available for export for fourteen (14) days from the effective date of termination of the Agreement (“Data Export Period”). Where Customer Data is retained by TSPL and can be exported, and provided that Customer has fulfilled all its payment obligations.
• Customer may contact Teckinfo within the data retention & export period for assistance to export customer’s data.
• Customer may contact helpdesk@teckinfo.in to assist export customer data.

16. Social Networks

The Service may include features that operate in conjunction with certain third party social networking websites that you visit such as Facebook, Twitter, LinkedIn, WhatsApp etc. and (“Social Network Features”). While your use of the Social Network Features is governed by these Terms, your access and use of third party social networking sites and the services provided through the Services is governed by the terms of service and other agreements posted on these sites. You are responsible for ensuring that your use of those sites complies with any applicable terms of service or other agreements.

17. Third Party Applications

ID Cloud can be integrated with many third party applications (hereinafter “Third Party Application(s)”). Access and use of the Third Party Applications may require acceptance of terms of service and privacy policies applicable to such Third Party Applications (hereinafter “Third Party Terms”). You are responsible for reading and understanding the Third Party Terms before accessing or using any Third Party Application. You acknowledge and agree that Teckinfo is not liable for any Third Party Applications which shall include any loss of profits, revenue, data, goodwill or other intangible losses.

18. Organization Accounts & Administrators

When you sign up for an account for your organization you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organization account. If your organization account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization account.

You are responsible for:

• ensuring confidentiality of your organization account password
• appointing competent individuals as administrators for managing your organization account, and
• ensuring that all activities that occur in connection with your organization account comply with this Agreement.

You understand that TSPL is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organization does not lose control of the administrator accounts.

19. Planned Downtime

Planned downtime shall mean the period during which the Services may be shut down for planned maintenance of the ID Cloud (Telephony & Application Servers) to the extent possible and reasonable, such downtime will be scheduled during non-business hours for majority of the customers such as weekends and public holidays and 24 (twenty-four) hours’ prior notice will be provided. Customer shall be bound to comply with such planned maintenance activities

20. Malicious Code / Malware

TSPL warrants that the ID Cloud services hosted by it will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of TSPL or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices or similar destructive or harmful code or code that self- replicates (collectively, “Malicious Software”).

However, you assure TSPL that you will not permit or authorize any third party to transmit Viruses, worms, time bombs, corrupted files, Trojan horses and other harmful or malicious code, files, scripts, agents, programs, or any other similar code that may interrupt, limit, damage the operation of TSPL applications, computers or other property.

21. Property Paradigm

(21.1) You acknowledge that we own and have the right to use all the Intellectual Property Rights in our Product. We are only granting to you a limited right to use our Product (as stipulated in clause 3 (Right to Use the Product)) in accordance with this Agreement and are not granting to you any Intellectual Property Rights in our Product (including any new software, content, corrections or enhancements, adaptations and additions made in relation to our Product).

(21.2) You will not, at any time claim and/or apply for any right in and right to our Product and any new software, content, corrections or enhancements, adaptations and additions in respect of our Product. You have agreed to assign to us all present and future rights (including Intellectual Property Rights), title and interests, in, over and upon any and all content, corrections or enhancements, adaptations and additions in relation to our Product, in India or any part of the world. You also agree that the rights assigned to us by you are absolute, exclusive, perpetual and irrevocable. We will be entitled to transfer the rights to any person and use it anywhere in the world without requiring any interference or interruption from you.

22. Confidentiality Commitments

(22.1) Both the parties agree that: “Confidential Information” means all information disclosed (be it in oral, written, or any other tangible or intangible form) by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) concerning or pertaining to this Agreement, Product or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential by its nature or circumstances surrounding its disclosure. It is elucidated that Confidential Information will include without limitation:

• any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Product; activities related to marketing, finance, operations; and our vendor’s/service providers;

• any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords another party a competitive advantage over its competitors; and

• all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know- how, show-how and trade secrets, whether or not patentable or copyrightable.

(22.2) The Receiving Party shall preserve in confidence the Confidential Information of the Disclosing Party. The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its own Confidential Information from unauthorized use or disclosure, but in no event less than reasonable care. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely for the purpose of carrying out the Receiving Party’s obligations under this Agreement. Further, it is elucidated that the Receiving Party may disclose the Confidential Information to its employees, advisors, professional consultants and lawyers (hereinafter referred to as “Representative/(s)”) on a strict need to know basis, provided such Representative/(s) have entered into a non-disclosure or other confidentiality agreement with the Receiving Party containing terms substantially similar to the terms of confidentiality contained in this Agreement.

(22.3) Confidential Information shall not include information that:

• is already in or enters the public domain without violating the provisions of this Agreement through no fault of the Receiving Party;
• the Receiving Party may expound that is was / is in prior possession of the information to receiving it from the Disclosing Party; (from the files/documents in existence at the time of disclosure)
• the Receiving Party can expound that the same was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information;
• the Receiving Party receives from a third-party without restriction on disclosure and without breach of a nondisclosure obligation; or
• is mandatory / a prerequisite to be disclosed to the service providers, including payment gateway providers, pursuant to a legal proceeding or investigation; or
• is a prerequisite to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, the Receiving Party shall provide to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure; or if prior notice is not permitted or practical under the circumstances, a prompt notice of such disclosure.

23. Indemnity

Albeit any other provision of this Agreement, a Domestic Customer agrees to indemnify TSPL against any liability that we may accrue due to a violation of the Regulations and other governing / applicable law by such Domestic Customer and/or its Authorised User(s), while using our Product, such as sending out Promotional Message/(s) or Transactional Message/(s) or making conference calls for communicating unsolicited commercial information to any Subscriber registered under the NDNCR and/or NCPR and/or such similar consumer preference-based do-not-disturb database/register, without first obtaining the Subscriber’s necessary consent in the appropriate manner under applicable law.

Albeit any other terms / stipulation of this Agreement, an International Customer agrees to indemnify us against any liability that we may accrue due to a contravention of the governing / applicable law by such an International Customer and/or its Authorised User(s), while using our Product, such as sending out an unsolicited commercial communication to any Subscriber registered under any applicable consumer preference-based do-not-disturb database.

24. Indemnity Obligations

Subject to limitation of liabilities of this Agreement, TSPL and the Customer agree that:

You (hereinafter referred to as the “Indemnifying Party”), at your sole expense, will defend, indemnify and hold TSPL, our directors and employees (collectively referred to as the “Indemnified Party”) harmless from and against any, damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the “Claim”) against TSPL arising from or related to a breach or alleged breach of any provision of this Agreement by you and/or your Authorised User(s).

The Indemnifying Party’s indemnification obligations under this clause 23 are conditioned upon the Indemnified Party: (a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim; (b) granting control of the defense (including, but not limited to, selection and management of counsel) and settlement of the Claim to the Indemnifying Party (except that the Indemnified Party’s prior written approval will be required for any settlement that reasonably can be expected to require an affirmative obligation of or result in any ongoing liability to the Indemnified Party). However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim. It is further clarified that if, in the Indemnified Party’s view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and (c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party’s request and expense, assistance in the defense or settlement of the Claim.

25. Non-Disclosure Agreement

Both TSPL & the customer agree not to disclose any proprietary & /or business information, which has come into its possession during the development process to any third party including any part of this document.

26. Liabilities

TSPL shall not be accountable to the customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this Agreement, whether in contract, offence, stringent liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by a Domestic Customer, up to a limit of Rupees Three Lacs (INR 3,00,000/-). As regards to an International Customer, our total liability arising out of or in connection with this Agreement will be limited to the actual direct loss incurred by the International Customer, up to a limit of USD Four Thousand Five Hundred (USD 4,500/-).

However, it may be noted that multiple claims will not increase / enhance this limitation. This clause shall be absolutely in effect even if any solution specified in this Agreement in general is deemed to have failed of its essential purpose.

It is elucidated that TSPL shall not be not be liable for any loss or liability that may accrue from the use of 

the Product to you and/or your Authorized User(s).

Excluding all terms explicitly and specifically provided in this Agreement, the customer shall assume sole responsibility for the results obtained and conclusions drawn from the use of the Product by you.

27. Term and Termination

(27.1) Term: This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of clause 27.2 (Termination) below (“Term”).

(27.2) Termination:

• Subject to clause 27.2 (d) of this Agreement, (i) in case you use our Product on a post-paid basis, you may terminate this Agreement by giving us an advance written notice of 30 (Thirty) days; (ii) in case you use our Product on a pre-paid basis, you may stop using the Product at any time at your sole discretion by sending us a written notice and on receipt, on date as specified, we will discontinue your services and will automatically settle all payments against your pre-payment deposit and terminate this Agreement .
• You also agree that we may temporarily stop providing the Product to you or terminate the Agreement with immediate effect if: (i) you consistently fail to pay an amount that is due as per clause 4 (Charges, Bill Plan, Credit Limit and Invoice) of this Agreement; (ii) there is a breach or alleged breach of the representations and warranties given by you in this Agreement; (iii) there is a breach or alleged breach of any of the provisions of this Agreement, if such breach is not capable of being remedied. Provided however that, in the event of a curable breach, you will cure the breach within Fifteen (15) days from the date of issuance of a written intimation of the same, at the end of which if the breach continues, this Agreement will automatically come to an end; (iv) you suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business; (v) our relevant license(s) get suspended or revoked; (vi) you withdraw your consent to our Privacy Policy; (vii) either you or we file a petition for bankruptcy; (viii) our Product comes under a government or regulatory scrutiny or investigation, or if there is a reasonable anticipation of the same; (ix) there is a dispute between the parties and the parties fail to reach a consensus and the dispute persists beyond Twenty (21) days from the date it was notified; (x) our connectivity service provider(s) suspend or terminate their connectivity services to us; (xi) you object to an amendment of this Agreement by us in accordance with clause 30 (Amendment); and/or (xii) any law, regulation or a governmental or judicial order/ direction requires us to do so.
• You agree that we may terminate this Agreement, without cause, by providing you an advance notice of 30 (Thirty) days.
• On termination of this Agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, will not be affected or prejudiced (including but not limited to our right to be paid for the use of our Product).

28. Survival

Notwithstanding anything else contained in this Agreement, you agree that clauses 5 (TSPL’s Representations and Warranties), 6 (Customer’s Representations and Warranties), 21 (Property Paradigm), 24 (Indemnity Obligations), 26 (Liabilities), 28 (Confidentiality Obligations), 31 (Governing Law), 32 (Dispute Resolution) and 39 (Warranty) and such other clauses which by their nature and context are intended to remain binding post the termination of the Agreement, will survive and remain in effect even after the Agreement is terminated.

29. Modifications to this Agreement

From time to time, TSPL may modify this Agreement. TSPL will use reasonable efforts to notify Customer of the changes by sending email to your primary email address. If we make significant changes to the Agreement that affect your rights, you will be provided with at least 30 days’ advance notice of the changes by email to your primary email address. You may terminate your use of ID Cloud services by communicating to TSPL, via an email within 30 days of being notified of the modified Agreement, i.e. if the modified Agreement substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Agreement will be deemed to be your concurrence to the modified Agreement.

30. Entire Agreement

This Agreement and its schedules constitute the entire agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Each party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

31. Governing Law

You understand and agree that TSPL is operated in India and will be deemed to be solely based in India. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply.

32. Dispute Resolution

In case of any grievance, before taking recourse to the legal remedies available to you in law, please try contacting our Customer Support Team.

Each party irrevocably agrees that the courts of New Delhi, India will have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

33. Restrictions on Transfer

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, each party will have the right to assign this Agreement to any successor to substantially all of its business or assets, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, administrators, successors and permitted assigns.

34. Invalid Provision

If any provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

35. Nature of Relationship

Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorize any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.

36. Notices

(36.1) All notices, requests, demands and other communications which are required or may be given under this Agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered and an acknowledgment in writing is obtained; when transmitted, if transmitted by e-mail; upon receipt of acknowledgement, if sent by registered post with acknowledgement due. In each case notice will be sent to the respective addresses of the parties set forth below. Any change in the address of a party should be notified to the other party.

(36.2) Any notice or other communication given to a party under or in connection with this Agreement will be addressed to:

If to TSPL, as mentioned in our Contact Us page. If to the Customer, as specified in the Company Info Page.

37. Force Majeure

Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the “Force Majeure Event”). Provided however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:

• notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations of the affected party under this Agreement; and
• use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.

38. Beta Release

1. We may make new services available to you on a trial basis at no additional cost for a limited period of time (hereinafter, the “Trial Period”) which will be determined at our sole discretion (hereinafter, the “Beta Version Service”).

1. You understand and agree that the Beta Version Service does not form part of our Product. You also understand and agree that TSPL has no obligations towards you and/or your Authorised User(s) in relation to the use of our Beta Version Service.

1. While using a Beta Version Service, your experience may vary from time to time. We may make modifications to a Beta Version Service several times during the Trial Period so as to improve customer experience.

1. You and/or your Authorised User(s) agree to use a Beta Version Service only in accordance with applicable law.

1. You agree that once the Trial Period for a Beta Version Service is over and we choose to release the Beta Version Service as a regular service/feature of our Product (hereinafter, the “New Feature”), the use of this New Feature by you will be chargeable at a price that will be notified to you before the release of the New Feature (hereinafter, “New Feature Charge”). You understand and agree that if after the Trial Period, you choose to use the New Feature, the New Feature Charge will be added to your Pricing and Bill Plan (as defined in clause 4 of this Agreement) automatically and this modification to the Pricing and Bill Plan will not be treated as a revision of charges under clause 4.2 (Revision of Charges) of the Agreement or a modification of this Agreement.

1. Depending upon the nature of a Beta Version Service or a New Feature, you may be required to adhere to certain specific terms and conditions with respect to any particular Beta Version Service or New Feature. We will notify you about such specific terms and conditions of use at the time of the release of a Beta Version Service or a New Feature. By using a Beta Version Service and/or a New Feature, you will be deemed to have consented to such specific terms and conditions of use of a Beta Version Service and/or a New Feature (as the case may be) and no written consent will be required.

39. Warranty

Without limiting TSPL’s express warranties and obligations under this Agreement, TSPL hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. Our Product is provided on “as is” basis to the fullest extent permitted by law. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under that law.

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Schedule 1 Definitions