Terms & Conditions

Preamble

A. These Terms and Conditions (“Agreement” or “Terms”) constitute a legally binding contract between Lytho Technologies (OPC) Private Limited, a company incorporated under the Companies Act, 2013, having its registered office at 33, Kanchan Village, R K Girl College, Madanganj Kishangarh, Kishangarh, Ajmer- 305801, Rajasthan, India (hereinafter referred to as “Company”, “we”, “us”, or “our”) and the entity accepting these Terms (hereinafter referred to as “Client”, “Customer”, or “you”).

B. By accessing, subscribing to, or using the Software-as-a-Service platform and associated services offered by the Company (collectively, the “Services”), the Client agrees to be bound by these Terms. If the Client does not agree to these Terms, the Client must immediately cease using the Services.

C. The Privacy Policy available at privacy.html forms an integral part of these Terms and Conditions and shall apply to the extent relevant to the Client’s use of the Services.

D. The Company may update these Terms from time to time in accordance with Clause 12.3. Any material changes shall be notified to the Client in accordance with that Clause.

1. Definitions

1.1 Definitions

1. “Agreement” means these Terms and Conditions, the Order Form, the Service Level Agreement (if any), the Data Processing Agreement (if applicable), and all schedules and annexures hereto, as may be amended from time to time.
2. “Authorised Users” means employees, agents, consultants, and contractors of the Customer or its affiliates, authorised by Customer to access and use the Platform solely for the internal business purposes of the Customer and its affiliates, subject to this Agreement.
3. “Client Data” means all data, information, content, and materials submitted, uploaded, transmitted, or otherwise made available by the Client or its Authorised Users through the Platform.
4. “Confidential Information” means any non-public information disclosed by one party to the other, whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
5. “Documentation” means the user manuals, technical specifications, help guides, and other written or electronic materials made available by the Company in connection with the Services.
6. “High Risk Activities” means any activity or environment requiring fail-safe performance or any other application in which the failure or malfunction of the Platform could lead to death, serious personal injury, environmental harm, or significant property damage.
7. “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, trademarks and service marks, trade names, domain names, rights in goodwill, rights in designs, rights in computer software, database rights, rights to preserve confidential information, and all other intellectual property rights, whether registered or unregistered.
8. “Order Form” means the document or online form executed by the parties specifying the scope of Services, subscription plan, fees, billing cycle, and other commercial terms applicable to a particular engagement.
9. “Personal Data” means any information relating to an identified or identifiable natural person, or such other meaning as may be assigned under applicable data protection law, including the Digital Personal Data Protection Act, 2023, where applicable.
10. “Platform” means the software-as-a-service platform, interfaces, APIs, tools, and related infrastructure made available by the Company as part of the Services, together with any updates, upgrades, or related components provided by the Company.
11. “Services” means the Platform and associated support and professional services provided by the Company pursuant to this Agreement.
12. “Subscription Fee” means the fees payable by the Client to the Company for access to and use of the Services, as specified in the applicable Order Form.
13. “Subscription Term” means the period commencing on the date of activation of the Client’s account and continuing for the duration specified in the Order Form, subject to renewal or termination as provided herein.
14. “Third-Party Services” means any products, applications, or services provided by a party other than the Company that may be integrated with or used in conjunction with the Platform.
15. “Usage Analytics” means data regarding Customer’s access, use, and configuration of the Platform, including metadata, usage statistics, telemetry, support data, session metadata, logs, and types of applications or accounts utilised or interacting with the Platform.

1.2 Interpretation

In this Agreement, unless the context otherwise requires: (a) words importing the singular include the plural and vice versa; (b) references to any statute or statutory provision include any subordinate legislation made under it and any modification, amendment, re-enactment, or replacement thereof; (c) headings are for convenience only and shall not affect interpretation; and (d) the word “including” shall mean “including without limitation”.

1.3 Acceptance of the Agreement

By executing an Order Form, clicking “I Agree” (or similar affirmative action), or by accessing or using the Platform, the Client confirms that it has the authority to enter into this Agreement and agrees to be bound by its terms. If the individual accepting these Terms is doing so on behalf of an entity, such individual represents and warrants that they have the authority to bind that entity to this Agreement.

2. Scope of Services

2.1 Grant of Access

Subject to the terms and conditions of this Agreement and payment of all applicable Subscription Fees, the Company grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform during the Subscription Term solely for the Client’s internal business purposes in accordance with the Documentation.

2.2 Service Description

The specific scope, features, and configuration of the Services shall be as set forth in the applicable Order Form. The Company reserves the right to update, modify, or enhance the Platform from time to time, provided that such changes do not materially diminish the core functionality of the Services during an active Subscription Term.

2.3 Authorised Users and Login Access

Each Authorised User shall be assigned unique login credentials. The Client shall ensure that login credentials are not shared among multiple individuals and shall be responsible for all activities conducted under its Authorised Users’ accounts. The Client shall promptly notify the Company of any unauthorised use of any account or any other breach of security.

2.4 Restrictions on Use

The Client shall not, and shall not permit any Authorised User or third party to:

1. Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Platform or Documentation;
2. Sub-licence, resell, transfer, assign, or otherwise dispose of the Services or any rights herein to any third party;
3. Access or use the Services for the purpose of building a competitive or similar product or service;
4. Circumvent or disable any security, access control, or digital rights management feature of the Platform;
5. Introduce malware, viruses, worms, Trojan horses, or any other malicious code into the Platform;
6. Use the Services to transmit or store any unlawful, defamatory, obscene, fraudulent, or harmful content;
7. Violate any applicable law, regulation, or third-party rights while using the Services;
8. Scrape, crawl, or use automated tools to extract data from the Platform without prior written consent;
9. Attempt to gain unauthorised access to the Platform or its related systems or networks, or perform penetration testing on the Platform without the Company’s prior written approval;
10. Use the Platform for any High Risk Activities;
11. Use the Platform to send, store, or process any Customer Data that is in violation of applicable law, including any government-imposed export restrictions;
12. Providing any service based on the Services without prior written permission;
13. Allowing user licenses to be shared or used by more than one individual, except by reassignment to a new user;
14. Using the Services in a manner that could damage, disable, overburden, or impair any server, network, computer system, or resource;
15. Using the Services in a manner that interferes with or disrupts the integrity, security, or performance of the Services or the data contained therein;
16. Hosting, displaying, uploading, modifying, publishing, transmitting, storing, updating, or sharing information belonging to another person or entity without having the right or consent to do so;
17. Removing or obscuring any proprietary notices contained in the Services;
18. Use the Services to misrepresent identity, transmit unlawful or fraudulent content, or engage in conduct prohibited by applicable law.

The Client agrees to cooperate with the Company in investigating any suspected non-compliance with the foregoing restrictions and to take all reasonable corrective measures requested by the Company.

2.5 Trial Services

The Company may, at its sole discretion, offer the Client access to certain Services on a free trial or evaluation basis (“Trial Services”). Trial Services are provided “as is” and “as available” without any warranty, indemnity, service level commitment, or support obligation. The Company may terminate access to Trial Services at any time without notice or liability.

2.6 Usage Analytics

The Company may collect and analyse Usage Analytics for the purposes of operating, improving, and optimising the Platform and Services. Usage Analytics do not include Client Data. The Company may use aggregated and anonymised Usage Analytics for benchmarking, research, and product development purposes.

2.7 Third-Party Services

The Platform may integrate with or allow access to Third-Party Services. The Company does not control, endorse, or assume any responsibility for Third-Party Services. The Client’s use of any Third-Party Service is at the Client’s sole risk and subject to the terms and conditions of such Third-Party Service. The Company shall not be liable for any loss or damage arising from or in connection with the Client’s use of any Third-Party Service.

3. Onboarding, Implementation and Support

3.1 Onboarding

The Company shall provide reasonable onboarding assistance to the Client, including initial account setup, configuration guidance, and access to relevant Documentation. The scope and duration of onboarding support shall be as mutually agreed or as specified in the Order Form.

3.2 Technical Support

The Company shall provide technical support to the Client during standard business hours (Monday to Friday, 9:00 AM to 6:00 PM IST, excluding public holidays) via email or such other channels as may be communicated by the Company. The Company shall use commercially reasonable efforts to respond to and resolve support requests in a timely manner.

3.3 Service Availability

The Company shall use commercially reasonable efforts to maintain the availability of the Platform. Scheduled maintenance windows shall be communicated in advance where practicable. The Company shall not be liable for any downtime resulting from scheduled maintenance, emergency maintenance, force majeure events, or circumstances beyond the Company’s reasonable control.

4. Fees, Invoicing, and Payment Terms

4.1 Subscription Fees

The Client shall pay the Subscription Fees as specified in the applicable Order Form. Unless otherwise stated:

1. All fees are denominated in Indian Rupees (INR);
2. All fees are exclusive of applicable taxes, including Goods and Services Tax (GST), which shall be charged additionally at the prevailing rate; and
3. All fees paid are non-refundable except as expressly set forth in this Agreement.

4.2 Invoicing

The Company shall issue invoices to the Client in accordance with the billing cycle specified in the Order Form. All invoices shall be raised in compliance with applicable GST legislation and shall contain such particulars as may be prescribed under law.

4.3 Payment Due Date

Unless otherwise agreed in the Order Form, all invoices shall be payable within thirty (30) days of the date of invoice. Payments shall be made via NEFT, RTGS, IMPS, UPI, or such other mode as may be agreed between the parties.

In the event of non-payment of any undisputed amount beyond the due date, the Company reserves the right to: (a) suspend access to the Services upon fifteen (15) days’ written notice; and (b) charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower.

4.5 Fee Revision

The Company may revise the Subscription Fees applicable to any renewal term by providing the Client with at least thirty (30) days’ prior written notice before the commencement of such renewal term. If the Client does not agree to the revised fees, the Client may elect not to renew the subscription by providing notice in accordance with Clause 11.1.

4.6 Disputed Invoices

If the Client disputes any portion of an invoice in good faith, the Client shall notify the Company in writing within fifteen (15) days of receipt of the invoice, specifying the nature and basis of the dispute. The undisputed portion of the invoice shall remain payable in accordance with the standard payment terms. The parties shall endeavour to resolve any billing disputes amicably within thirty (30) days of notice.

5. Intellectual Property Rights

5.1 Company’s IP

The Company retains all right, title, and interest in and to the Platform, Documentation, and all related Intellectual Property Rights. Nothing in this Agreement shall be construed as granting the Client any ownership rights in the Platform or any component thereof. All rights not expressly granted herein are reserved by the Company.

5.2 Client’s IP and Client Data

The Client retains all right, title, and interest in and to Client Data. The Client grants the Company a limited, non-exclusive, royalty-free licence to use, host, store, reproduce, and display Client Data solely for the purpose of providing and improving the Services in accordance with this Agreement. The Company shall not access or use Client Data for any purpose other than as set forth herein or as directed by the Client.

5.3 Feedback and Suggestions

If the Client or any Authorised User provides feedback, suggestions, ideas, or recommendations regarding the Platform or Services (“Feedback”), the Company shall be free to use, incorporate, and exploit such Feedback without restriction, obligation, or compensation to the Client. The Client hereby assigns to the Company all right, title, and interest in and to any such Feedback.

5.4 No Implied Rights

Except for the rights expressly granted under this Agreement, neither party grants the other any rights, licences, or interests in any Intellectual Property Rights, whether by implication, estoppel, or otherwise.

6. Confidentiality

6.1 Each party (the “Receiving Party”) agrees that it shall not disclose or use any Confidential Information of the other party (the “Disclosing Party”) except as necessary for the performance of its obligations or exercise of its rights under this Agreement.

6.2 The Receiving Party shall protect the Confidential Information of the Disclosing Party using at least the same degree of care it uses to protect its own confidential information, but in no event less than a reasonable degree of care.

6.3 Confidential Information shall not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is rightfully obtained from a third party without restriction on disclosure.

6.4 The Receiving Party may disclose Confidential Information if required by applicable law, regulation, or legal process, provided that the Receiving Party gives the Disclosing Party prompt written notice (to the extent permitted by law) and cooperates with the Disclosing Party in seeking a protective order or other appropriate remedy.

6.5 The obligations of confidentiality under this Clause shall survive termination or expiry of this Agreement for a period of three (3) years.

7. Data Protection and Security

7.1 Compliance with Applicable Law

Each party shall comply with its respective obligations under applicable data protection laws, including the Information Technology Act, 2000, the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and the Digital Personal Data Protection Act, 2023 (to the extent in force and applicable).

7.2 Roles of the Parties

The Client shall be the Data Fiduciary (or equivalent under applicable law) with respect to Personal Data processed through the Platform. The Company shall act as a Data Processor (or equivalent) and shall process Personal Data only in accordance with the Client’s documented instructions and this Agreement.

7.3 Security Measures

The Company shall implement and maintain appropriate technical and organisational security measures to protect Client Data against unauthorised access, loss, destruction, or alteration. Such measures shall be commensurate with the nature of the data processed and shall comply with applicable industry standards and legal requirements.

7.4 Data Breach Notification

In the event of a data breach affecting Client Data, the Company shall notify the Client without undue delay and in any event within seventy-two (72) hours of becoming aware of such breach. The notification shall include a description of the nature of the breach, the categories and approximate number of data subjects affected, the likely consequences, and the measures taken or proposed to be taken to address the breach.

7.5 Data Retention and Deletion

Upon termination or expiry of this Agreement, the Company shall, at the Client’s election, return or delete all Client Data within thirty (30) days, except to the extent that retention is required by applicable law. The Company shall certify such deletion in writing upon the Client’s request.

8. Representations and Warranties

8.1 Mutual Representations

Each party represents and warrants to the other that:

1. It is duly organised, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;
2. It has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
3. The execution and performance of this Agreement does not conflict with any other agreement to which it is a party; and
4. It shall comply with all applicable laws, rules, and regulations in the performance of its obligations under this Agreement.

8.2 Company’s Warranties

The Company warrants that:

1. The Services will be provided in a professional and workmanlike manner in accordance with generally accepted industry standards;
2. The Platform will perform materially in accordance with the Documentation during the Subscription Term; and
3. To the best of the Company’s knowledge, the Platform does not infringe any third-party Intellectual Property Rights subsisting in India as of the date of this Agreement.

8.3 Client’s Warranties

The Client warrants that:

1. All Client Data provided to the Company is accurate, lawful, and does not infringe any third-party rights;
2. The Client has obtained all necessary consents and authorisations for the collection, processing, and transfer of any Personal Data submitted through the Platform;
3. The Client shall use the Services only for lawful purposes and in accordance with this Agreement; and
4. The Client shall not use the Services in any manner that could damage, disable, overburden, or impair the Platform.

8.4 Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE CLIENT ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

9.1 Indemnification by Company

The Company shall indemnify, defend, and hold harmless the Client and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with any claim that the Client’s authorised use of the Platform infringes any third-party Intellectual Property Rights subsisting in India, provided that the Client promptly notifies the Company of such claim and provides reasonable cooperation in the defence thereof.

9.2 Indemnification by Client

The Client shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with: (a) the Client’s breach of this Agreement; (b) the Client’s violation of any applicable law; (c) Client Data; or (d) the Client’s use of the Services in a manner not authorised by this Agreement.

9.3 Indemnification Procedure

The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defence and settlement of such claim; and (c) provide reasonable cooperation and assistance to the indemnifying party at the indemnifying party’s expense. The indemnifying party shall not settle any claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent.

10. Limitation of Liability

10.1 Exclusion of Consequential Losses

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITIES, OR ANTICIPATED SAVINGS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE COMPANY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Essential Basis

The limitations of liability set forth in this Clause 10 reflect the allocation of risk between the parties and form an essential basis of the bargain between them. The Services would not be provided without such limitations.

10.4 Exceptions

The limitations and exclusions in this Clause 10 shall not apply to:

1. Liability arising from a party’s gross negligence or wilful misconduct;
2. Liability arising from breach of confidentiality obligations under Clause 6;
3. Liability arising from a party’s indemnification obligations under Clause 9;
4. Liability arising from the Client’s breach of Clause 2.4 (Restrictions on Use);
5. Liability arising from infringement of the other party’s Intellectual Property Rights;
6. The Client’s obligation to pay all fees due under this Agreement; or
7. Any liability that cannot be limited or excluded under applicable law.

11. Term and Termination

11.1 Subscription Term

The Subscription Term shall commence on the date specified in the Order Form and shall continue for the duration set forth therein. Unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiry of the then-current term, the Subscription Term shall automatically renew for successive periods equal to the initial term (or such other period as may be agreed in writing).

11.2 Termination for Convenience

Either party may terminate this Agreement for convenience by providing at least thirty (30) days’ prior written notice to the other party. In the event of termination for convenience by the Client, no refund of prepaid Subscription Fees shall be due unless otherwise agreed in the Order Form.

11.3 Termination for Cause

Either party may terminate this Agreement with immediate effect by written notice if:

1. The other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or
2. The other party becomes insolvent, enters into liquidation, has a receiver or administrator appointed over its assets, enters into any arrangement or composition with its creditors, or undergoes any analogous event under applicable law.

11.4 Suspension

The Company may suspend the Client’s access to the Services immediately and without notice if: (a) the Client’s use of the Services poses a security risk to the Platform or any third party; (b) the Client’s use of the Services may adversely impact the Services or the systems or content of any other customer; (c) the Client is in breach of Clause 2.4; or (d) suspension is required by applicable law or regulation.

11.5 Effect of Termination

Upon termination or expiry of this Agreement:

1. All rights and licences granted to the Client shall immediately cease;
2. The Client shall immediately cease all use of the Services and the Platform;
3. The Client shall pay all outstanding fees and charges accrued up to the date of termination;
4. The Company shall make Client Data available for export for a period of thirty (30) days following the effective date of termination, after which the Company may delete all Client Data in accordance with Clause 7.5;
5. Each party shall return or destroy all Confidential Information of the other party in its possession, except as required by applicable law; and
6. Any provisions of this Agreement that by their nature are intended to survive termination shall continue in full force and effect, including Clauses 5 (Intellectual Property Rights), 6 (Confidentiality), 8.4 (Disclaimer of Warranties), 9 (Indemnification), 10 (Limitation of Liability), 13 (Dispute Resolution), and this Clause 11.5.

12. General Provisions

12.1 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond the party’s reasonable control, including acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, civil unrest, government actions, power failures, internet or telecommunications failures, or cyberattacks (“Force Majeure Event”). The affected party shall promptly notify the other party in writing of the Force Majeure Event and shall use reasonable efforts to mitigate its effects.

12.2 Entire Agreement

This Agreement, together with the Order Form and any schedules or annexures hereto, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, with respect thereto.

12.3 Assignment

Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that the Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any purported assignment in violation of this Clause shall be null and void.

12.4 Waiver

No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

12.5 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be deemed severed from this Agreement, and the remaining provisions shall continue in full force and effect.

12.6 Notices

All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by email (with confirmation of receipt), or sent by nationally recognised overnight courier, to the addresses specified in the Order Form or such other address as may be notified in writing by either party.

12.7 Relationship of Parties

The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, employment, or franchise relationship between the parties. Neither party shall have the authority to bind or commit the other party in any manner.

12.8 Anti-Bribery and Anti-Corruption

Each party shall comply with all applicable anti-bribery and anti-corruption laws and regulations, including the Prevention of Corruption Act, 1988 (as amended). Neither party shall, directly or indirectly, offer, promise, give, or authorise the giving of any undue advantage to any person in connection with this Agreement.

12.9 Compliance with Laws

Each party shall comply with all applicable laws, rules, regulations, and governmental orders in the performance of its obligations under this Agreement, including applicable data protection laws, export control laws, and anti-money laundering regulations.

13. Dispute Resolution

13.1 Amicable Resolution

The parties shall attempt in good faith to resolve any dispute, controversy, or claim arising out of or in connection with this Agreement (“Dispute”) through amicable negotiation. Either party may initiate the negotiation process by delivering written notice to the other party describing the nature of the Dispute. The parties shall endeavour to resolve the Dispute within thirty (30) days of such notice.

13.2 Arbitration

If the Dispute is not resolved through amicable negotiation within thirty (30) days, either party may refer the Dispute to binding arbitration in accordance with the following provisions:

1. The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 (as amended);
2. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties. If the parties fail to agree on an arbitrator within fifteen (15) days, the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996;
3. The seat and venue of arbitration shall be Pune, Maharashtra, India;
4. The language of the arbitration shall be English;
5. The arbitrator’s award shall be final and binding on both parties and may be enforced in any court of competent jurisdiction;
6. Each party shall bear its own costs of the arbitration, unless the arbitrator determines otherwise; and
7. The arbitration proceedings and any award shall be kept confidential by both parties, except to the extent disclosure is required by applicable law or for the purposes of enforcement.

13.3 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.

13.4 Jurisdiction for Interim Relief

Notwithstanding the arbitration provisions in Clause 13.2, either party may seek interim or injunctive relief from the competent courts at Pune, Maharashtra, India, to prevent irreparable harm pending the outcome of arbitration proceedings.

14. Execution

This Agreement shall be deemed executed and effective upon the earliest of: (a) the execution of an Order Form by both parties; (b) the Client clicking “I Agree” (or similar affirmative action) to these Terms; or (c) the Client’s first access to or use of the Platform. No physical signature shall be required to make this Agreement binding.