Terms and Conditions

Terms and conditions

BY ACCEPTING THIS AGREEMENT OR ACCESSING/USING THE WESTFERRY TECH PLATFORM, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS:

If you’re accessing the Westferry Tech Platform as an employee, agent, or contractor of a corporation, partnership, or similar entity, you must have the authority to bind that entity to this Agreement.

The Agreement and Order Form(s) govern the use of the Westferry Tech Platform. If a specific contract exists between Westferry Tech and the Customer, its terms prevail.

Modifications to this agreement

Westferry Tech reserves the right to update this Agreement periodically. Unless specified otherwise, revisions take effect for the Customer upon renewal of the current Subscription Term or upon entering into a new Order Form after the effective date of the modified Agreement. Westferry Tech will make reasonable efforts to communicate changes to the Customer via their User Account, email, or other means.

The “Effective Date” of this Agreement is the earlier of (a) the date of Customer’s initial access to the Westferry Tech Platform (the “Software”) or (b) the date specified in the Order Form governing access to the Software.

Engagement

1.The Company grants the Customer a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to use and access the Software according to the terms outlined in the Order Form and this Agreement. This includes adherence to the Service Level Terms in Exhibit A and receiving technical support services as defined in Exhibit B. Additionally, any Statement of Work in an Order Form is governed by this Agreement.

2. This Agreement is non-exclusive, meaning the Company does not have an exclusive obligation to provide access to the Software to the Customer. The Customer is free to subscribe to Software from other providers.

Restrictions and responsibilities

  1. Restrictions on Use: Customer shall not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how, or algorithms relevant to the Software or any documentation or data related to the Software; (b) modify, translate, or create derivative works based on the Software (except to the extent expressly permitted by Company or permitted by the terms of this Agreement); (c) use the Software in a manner inconsistent with the terms of this Agreement; or (d) affirm, covenant, and warrant that the Customer will only use the Software by the terms of the Order Form, this Agreement, and all applicable laws and regulations.
  2. Account Security: The Customer is responsible for securely maintaining the Customer account and passwords (including administrative and user passwords) to prevent unauthorized access to the Software.
  3. Cooperation with Company: The Customer will cooperate with Company and give any reasonable assistance requested by the Company about the delivery of the Software.
  4. Compliance with Laws: Customers must comply with all relevant laws, including those regulating privacy or data protection, as well as the collection, storage, use, and disclosure of such information while using and accessing the Software.
  5. Communication Consent: The Customer consents to receive communications from the Company via electronic means, such as email, SMS, telephone, or other similar means, about its use of and access to the Software.
  6. Certification Requirements: For any external certifications contemplated by the Order Form, the delivery of such certificate to the Customer is contingent upon the Customer signing the management representation letter or any other similar document, as requested by the external auditor/CPA/competent authority providing certification.

Confidentiality; proprietary rights

  1. Confidential Information: Each party (the “Receiving Party”) acknowledges that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information about the Disclosing Party’s business (hereafter referred to as “Proprietary Information”). The Company’s Confidential Information includes information regarding the features, functionality, and performance of the Software; and (ii) information provided by the Company to the Customer by this Agreement and the Order Form. The Customer’s Proprietary Information consists of any non-public data submitted by the Customer to Company for Company to offer the Software to the Customer, as well as any reports or other material created by the Customer using the Software (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information of the Disclosing Party; and (ii) not to use (except in the performance of the obligations contemplated herein or as otherwise permitted herein) or disclose to any third party any such Confidential Information of the Disclosing Party. The Disclosing Party agrees that the preceding shall not apply to any information that the Receiving Party can document: Is or becomes generally available to the public other than through a breach of this Agreement. Was in its possession or was known to it before receipt from the Disclosing Party. Was rightfully disclosed to it without restriction by a third party. Was independently developed without the use of any Proprietary Information of the Disclosing Party.

  2. Ownership of Data: The Customer owns all rights, titles, and interests in Customer Data. Company shall hold and retain all rights, title, and interest in and to (a) the Software, all expansions or modifications to it, and (b) all intellectual property rights relating to the preceding.

  3. Data Usage: The company shall have the right to access, collect, use, process, store, and analyze metadata and other information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies. It shall be free (during and after the term of this Agreement) to use such information and data to improve and enhance the Software and for other development, diagnostic, and corrective purposes. Company may use, process, store, disclose, and transmit Anonymized Client Data for any reason and without any restriction or responsibility to Customer, so long as the Anonymized Client Data cannot be connected with Customer.

Term and cancellation

  1. Subscription Term and Renewal: Subject to earlier termination as described below, this Agreement is for the Subscription Term specified in the Order Form and shall be automatically renewed for future periods as the Parties may mutually agree in writing (collectively, the “Term”) before the end of the then-current term.

  2. Termination Rights: In addition to any other remedies it may have, each Party may terminate this Agreement upon notice of thirty (30) days (or without notice in the case of nonpayment) if the other Party materially breaches any of the terms or conditions of this Agreement. Additionally, Company may immediately terminate the Agreement if there is a material change in circumstances, including if a situation or event that the Company was not aware of, or should not have been reasonably aware of, becomes apparent, such that the Company, acting well, determines that continued provision of services as contemplated by the Order Form is not possible by this Agreement. Customers will pay in full for the services until and including the final day of service delivery. Including, but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, all provisions of this Agreement that, by their nature, should survive termination will survive termination.

  3. Intellectual Property Rights: During and after the Subscription Term, Customer will not assert, authorize, assist, or encourage any third party to assert, against the Company or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim about the Software.

  4. Post-Termination Procedures: In the event of termination or expiration of the Agreement, as applicable, the Company will cease/suspend any licenses/works/developments/services about this Agreement. Upon such termination or expiration, the Customer will have 30 (thirty) days from the date of such termination or expiration to retrieve all Customer Data. The Company shall provide restricted access to one data administrator identified and disclosed by the Customer for the purposes described above.

Warranty and disclaimers

Subject to the Service Level Terms attached here as Exhibit A and good technical support services by the terms outlined in Exhibit B, Company shall use reasonable efforts consistent with industry standards to maintain the Software in a manner that minimizes errors and interruptions. Despite these efforts, the Software may experience temporary unavailability due to scheduled maintenance, unscheduled emergency maintenance, or other reasons beyond the Company’s reasonable control, including actions by third-party providers. However, the Company will endeavor to provide advance notice via writing or email before any scheduled service interruptions.

Indemnity

Customer and Company shall indemnify, defend, and hold harmless each other, as well as their officers, directors, employees, representatives, and agents, from any claims, costs, charges, damages, losses, and legal fees arising from a breach of representations and obligations under this Agreement. Each party shall ensure that the other Party is protected and held harmless.

Limitation of liability

  1. In any event, neither the Customer nor the Company shall be liable to the other Party or any third party for any lost profits or revenues or any indirect, special, incidental, consequential, cover, or punitive damages, regardless of how they arise, whether in contract, tort, or under any other theory of liability, and regardless of whether the Party has been advised of the possibility of such damages.
  2. Unless otherwise specified in this clause, the Company’s total liability arising from or related to the Agreement or the Order Form (whether in contract or under any other theory of liability) shall not exceed the total amount paid by the Customer under the Agreement during the billing period preceding the event that caused the harm (“Standard Cap”).

Miscellaneous

  1. Severability: If any part of this Agreement is deemed invalid or unenforceable, it shall be modified or removed to the minimum extent necessary for the remainder of the Agreement to remain valid and enforceable.

  2. Assignment and Delegation: This Agreement may only be assigned, transferred, or sublicensed by the Customer with the Company’s written permission. The Company may share and delegate its rights and responsibilities under this Agreement without approval, but it may only assign its obligations to third parties with the Customer’s written consent.

  3. Entire Agreement: This Agreement constitutes the complete and final agreement between both parties, superseding all prior written and oral agreements, communications, and understandings regarding the subject matter herein. All waivers and modifications must be made in writing and signed by both parties unless otherwise specified.

  4. No Agency Relationship: This Agreement does not create an agency, partnership, joint venture, or employment relationship between the parties, and the Customer does not have the authority to bind the Company. The prevailing party may recover costs and attorney’s fees in any action or proceeding to enforce rights under this Agreement.

  5. Notice: All notices under this Agreement shall be in writing and considered received: upon personal delivery; upon electronic confirmation if sent by fax or email; the day after sending if sent for next-day delivery by a recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

  6. Governing Law and Dispute Resolution: This Agreement shall be governed by the laws of India, notwithstanding any conflicts. Any disputes shall be settled by a single arbitrator under the (Indian) Arbitration and Conciliation Act, 1996, with the Courts in New Delhi having jurisdiction. The Parties agree to issue at least one jointly approved press release within 90 days of the Effective Date. The Customer also agrees to cooperate with the Company as a reference account upon request.

  7. Non-Solicitation: For 6 months after the signing of this Agreement, neither party may recruit, hire, or engage any employees, agents, consultants, advisors, or workers of the other party without written permission. The non-solicitation provisions shall remain in effect even after the expiration, termination, or cancellation of this Agreement.

Exhibit A
Terms of service level

The software must maintain a System Availability of [99%] per month, excluding holidays, weekends, and Planned Maintenance.

During Maintenance requested by the customer, the hours of Maintenance will not be factored into uptime or downtime calculations. Additionally, any downtime resulting from issues with third-party connections, utilities, or other factors beyond the Company’s control will not be counted.

To calculate the percentage of System Availability:

System Availability percentage = [(Total minutes in the month minus downtime) / Total minutes in the month] * 100

Scheduled Maintenance: Weekly, Sundays from 2:00 am to 6:00 am Local Time. Local Time refers to the time zone of the data center hosting the Company’s Services.

Exhibit B
Terms of support

Customers will receive Technical Support from the Company via email on weekdays from 10:00 am to 6:00 pm (Indian Time), excluding holidays (referred to as “Support Hours”).

Customers can initiate a helpdesk ticket at any time by sending an email to info@westferrytech.com

The Company will make every effort to respond to all Helpdesk tickets within [3 (three) business days].