Terms of service

These terms and conditions (“Terms”) and the privacy policy (as available on the url (“Privacy Policy”) (collectively “User Agreement”) forms an electronic record in terms of Information Technology Act, 2000 (“IT Act”) and rules made there under, as applicable, and the amended provisions pertaining to electronic records in various statutes, as amended from time to time.

This User Agreement is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and terms and conditions for access or usage of the website (including the uniform resource locator created for each Merchant) (“Website”), operated by Xophura Technologies Pvt Ltd, a company incorporated under the laws of India and its registered office at Proworks, 235, 13th Cross Rd, Indira Nagar II Stage, Hoysala Nagar, Indiranagar, Bengaluru, Karnataka 560038

General

For the purposes of these Terms, ‘User’ and wherever the context may require, ‘You’ (or any variation thereof), shall mean any natural or legal person (including any legal heirs, administrators or successors) who has agreed to become a user of the Platform by accessing or using the Platform. If You are accepting these Terms and using the Services (as defined below) or the Platform on behalf of a company, organization, government, or other legal entity, You represent and warrant that You are authorized to do so.
Unless the context otherwise requires, "Osuite", “We”, “us”, “our”, “Company”,“Platform” or "SaaS provider" shall mean Xophura Technologies Pvt Ltd or any of its licensees, whether now or in the future.
These Terms contain rules, regulations, policies, terms and conditions applicable to any Person who may access or use the Platform, as modified and updated from time to time.
Use of the Platform and the Services provided are subject to the rules and regulations, policies, notices, terms and conditions set forth or included by reference in these Terms.
Please read these Terms carefully before using or registering on the Platform, accessing any material, information or Services, posting any information at or through the Platform.
As a User, the User Agreement shall be effective and binding upon your ‘acceptance’. ‘Acceptance’ shall mean Your affirmative action is on entering information as requested on the sign up page or simply by accessing or visiting the Platform and you are allowing the open source apps inside our platform to access your details. If You do not agree or are not willing to be bound by the User Agreement and our Policies(defined below), please do not enter information as requested on the sign up page and click the “Sign up” button or do not seek to obtain access to, view, visit, download or otherwise use the Platform (or any of its components/constituents) or any information or Services.
By impliedly or expressly accepting these Terms, You also accept and agree to be bound by applicable policies of the Company including the Privacy Policy as published on the Platform (“Policies”) communicated to the Users by publication on the Platform.
The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Platform.

Amendment

The Company reserves the right to modify the Platform and/or alter these Terms and/or Policies at any time and retains the right to deny access at any time including the termination of membership and deletion of the account, to anyone who the Company believes has violated the provisions of the User Agreement.
You are advised that any amendment to the User Agreement incorporated herein by reference will only be notified on the Platform on publicly accessible links and You agree by accessing, browsing or using the Platform that such publication shall immediately constitute sufficient notice for all purposes against You. The revised version/ terms shall be effective from the time that the Company publishes the same on the Platform.
The Company shall not be liable to give any prior notice to the Users for any amendments to the User Agreement, which in the opinion of the Company, has the effect of diminishing the User’s existing rights or imposing additional obligations. You understand and hereby accept that the decision, whether any proposed amendments to the User Agreement have the effect of diminishing the User’s existing rights or imposing additional obligations on the User, shall be decided by the Company in its sole discretion.

Eligibility

In order to use the Platform, You need to be 18 (eighteen) years of age or older. The Platform may only be used or accessed by such Persons who can enter into and perform legally binding contracts under Indian Contract Act, 1872.
The Company shall not be liable in case of any false information is provided by the User including User’s age and the User and/or his natural or appointed guardian alone shall be liable for the consequences as per the applicable Law of the country to which the User belongs.
The Company disclaims all liability arising out of such unauthorised use of the Platform and any third party liability arising out of Your use of the Platform if You are a minor.

Registration and Creation of Profile

A User is required to register and create a profile by creating a username and password or registering using email verification and providing necessary details about the User in order to be eligible to access the relevant Services.
You are solely responsible for maintaining secrecy and confidentiality of Your login details including Your user name, password and user code (if any).
The User hereby agrees and acknowledges that the Platform will grant access to any person who has obtained Your username, password and code in the same manner as it would have granted access to You and You shall be responsible for all activities conducted under Your username, password and any code. The User is responsible for maintaining the confidentiality of the User’s account access information and password, if the User is registered on the Platform.
The User shall immediately notify the Company of any actual or suspected unauthorized use of the User’s account or password. Although the Company, its directors, shareholders, Affiliates, employees, associates, contractors or agents (“Personnel”) shall not be responsible in any manner for any Losses occurring from any breach of secrecy of Your username, password, user code or any unauthorized use of Your account, and You shall be liable for any Losses suffered by the Company or such other parties as the case may be, due to any unauthorized use of Your account.
You agree that the sole purpose of registering on or using the Platform is to enable yourself technically to run your legal business online, and You shall not use the Platform in any manner whatsoever for any other purpose other than as mentioned above and for purposes which are not permitted under the applicable Law.

User Information

You agree to provide true, accurate, up to date and complete information while signing up on the Platform or for any other purpose when prompted or requested to do so on the Platform.
Certain information You provide on the Platform in Your profile may reveal, or allow others to identify different aspects of Your private life, and more generally about You. You are expressly and voluntarily accepting the terms of the User Agreement and supplying all such information by You on the Platform, including all information deemed "personal" or “sensitive” by applicable Laws, is entirely voluntary on Your part.
For the use of our Services, You will be required to use certain devices, software, and data connections, which we otherwise do not supply. For as long as You use our Services, You consent to downloading and installing updates to our Services, including automatically, downloading and installing such updates.
You are responsible for all carrier data plan and other fees and taxes associated with Your use of our Services. We may charge You for our Services, including applicable taxes. We do not provide refunds for our Services, except as required by Law.
The Company shall not be responsible in any manner whatsoever for the authenticity of the personal information or sensitive personal data or information supplied by the User to the Company or to any other person acting on behalf of the Company.
You are prohibited from misrepresenting Your identity and agree not to represent Yourself as another User or login/ register using the identity of any other Person. You are responsible to maintain and promptly update the information provided while signing up or verifying or for any other purpose on the Platform to ensure that the information provided by You is true, accurate, current, complete and not misleading at all times.
If You provide any information that is untrue, inaccurate, misleading, not current or incomplete or the Company has reasonable grounds to believe that such information is untrue, inaccurate, misleading, not current or incomplete, or not in accordance with the User Agreement, the Company reserves the right to indefinitely suspend or terminate or block Your use or access to the Platform in any manner whatsoever. Should any other User or Person act upon such untrue, inaccurate, not current or incomplete information provided or verified by You, the Company, and its Personnel shall not be liable for any damages, Losses, direct, indirect, immediate or remote, interests or claims resulting from such information to You or to any third party. You hereby agree and undertake to indemnify and to hold harmless the Company, and its Personnel in accordance with the Indemnity clause contained in these Terms.

Electronic Communication

You agree to keep Yourself updated with all data, information and communication pertaining to You made available on the Platform by the Company. You further agree that Your use of the Platform or provision of any data or information including any correspondence (by email or otherwise) to or by the Company is through electronic records and You consent to receiving communication from the Company via electronic documents including emails and/or SMS, which will be deemed adequate for service of notice/ electronic record.
You understand You may have to bear/pay any charges associated with any such access (including text messaging charges for messages from Your mobile device). Our communications to You may include communication that would inform Users about various features of our services. The Company may also send You promotional information unless You have opted out of receiving such information.
We may need to provide You with certain communications/notifications, such as service announcements and administrative messages. These communications are considered part of the Services and Your account, and You may not be able to opt-out from receiving them. If You added Your phone number to Your account and You later change or deactivate that phone number, You must update Your account information to help prevent us from communicating with anyone who acquires Your old number.

Limitation of Liability

In no event shall the Company or its Personnel or its suppliers, service providers and internal service providers be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible Losses arising (in any manner whatsoever) out of or in connection with the Platform, the Pay Facility, services provided by internal service providers on behalf of the Platform or the Company or any other services.
The Company’s liability under all circumstances is limited to the amount of charges/ fees, if any, paid by You to the Company. The Company, its Personnel and internal service providers and technology partners make no representations or warranties about the accuracy, reliability, completeness, and/or timeliness of any information or communication provided on or through the use of the Platform or that of the operation of the Platform or Pay Facility will be error free and/or uninterrupted. The Company assumes no liability whatsoever for any monetary or other damage suffered by You on account of: (a) the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Platform or Pay Facility; or (b) any delay, failure, interruption or errors in the operation of the Platform or Pay Facility.

Consent and Privacy Policy

By using the Platform and/or by providing Your Information, You consent to the collection and use of such Information disclosed by You on the Platform and on the Pay Facility (if applicable), by the Company. The personal information / data including but not limited to the information provided by You to the Platform /Pay Facility (if applicable) during the course of You being a registered User shall be retained in accordance with the Privacy Policy published on the Platform from time to time which is incorporated herein by reference and applicable Laws including but not limited to Information Technology Act, 2000 and rules there under. If You do not agree to Your information being transferred or used in this way, please do not use the Platform.
The Company views the protection of User’s privacy as a very important community principle. The Company clearly understands that You and the personal information provided by You is one of the most important assets to the Company. The Company stores and processes the information provided by You that are protected by physical as well as reasonable technological security measures and procedures in compliance with the applicable Law.

Breach and Termination

Without limiting other remedies that the Company may pursue, the Company may at its sole discretion take such action as it deems fit including but not limited to cancellation of the membership and deletion of the account , limit Your activity on the Platform, immediately remove Your information, or warn other Users of Your actions, forthwith temporarily/indefinitely suspend or terminate or block Your user account/membership, and/or refuse to provide You with access to the Platform or initiate any legal action it may deem fit, particularly in the event: You breach any of the provisions of the User Agreement, any of the documents, agreements between the Company and You in addition to these Terms, terms and conditions made thereunder which are incorporated therein by reference; any misuse of Your account or the Pay Facility (if utilised), in case the Company is unable to verify or authenticate any information provided by You, if the Company believes that Your actions may cause legal liability to the Company, other Users or Yourself.
No actions, omissions or decisions taken by the Company shall waive any rights or claims that the Company may have against the User. Any User that may have been suspended or blocked may not register or attempt to register with the Platform or use the Platform in any manner whatsoever until such time that such User is reinstated by the Company. Notwithstanding the above, if You breach the Terms or the Policies and other documents incorporated therein by reference or any other agreements entered into by the Company and You in addition to the Terms, the Company reserves the right to take strict legal action including but not limited to referral to the appropriate police or other authorities for initiating criminal or civil or other proceedings against You.
You agree and acknowledge that we, in our sole discretion, without prior notification or intimation, may terminate your access to all or part of the Platform or cease to provide accessibility to the Platform, for reasons including but not limited to:
1. In response to the requests of law enforcement agencies or other government institutions;
2. In response to your own request;
3. The suspension or major modification of the website or any of its services;
4. Unforeseeable technical issues;
5. Occurrence of an event outside our control.
All Your obligations and liabilities incurred prior to the termination date shall survive the termination of the User Agreement for all purposes.

Services

On or from the Effective Date and during the Term, the SaaS Provider agrees to provide the Services in accordance with the terms of this Agreement.
The Customer agrees that the SaaS Provider owns or holds the applicable licenses to all Intellectual Property Rights, including but not limited to copyright, in the Software and SaaS Services and any documentation provided with the Services by the SaaS Provider to the Customer, including any Customer configuration documentation. Furthermore, the open-source software made accessible through the platform retains their respective copyrights, and by using it, the user agrees to have read the licenses of those open-source software and agrees to those licenses.
The SaaS Provider reserves the right to change or remove features of the SaaS Services from time to time. Where there is any material alteration to the SaaS Services in accordance with this clause, the SaaS Provider will provide the Customer with 20 Business Days’ notice and the Customer agrees that any material alteration is at the SaaS Provider’s discretion.
The Parties agree that the SaaS Provider:
1. will supply the Services on a non-exclusive basis;
2. does not make any warranty or representation as to the ability of the facilities or services of any third-party suppliers; and
3. is not liable for any failure in, fault with or degradation of the Services if that failure, fault or degradation is attributable to or caused by any failure of the Customer Environment or the facilities or services of any third party.
The SaaS Provider reserves the right to refuse any request in relation to the Services that it deems inappropriate, unreasonable or illegal.
SaaS Service Licence
1. In consideration for payment of the Fees, the SaaS Provider grants to the Customer a non-exclusive, non-transferable (except as otherwise permitted under this Agreement), personal, revocable, licence to access and use the SaaS Services in accordance with the Service Provider’s intended purpose for the SaaS Services (SaaS Licence).
2. The Customer agrees that the SaaS Licence:
  1. commences from the Effective Date or the day the Customer is granted access to the SaaS Services by the SaaS Provider, whichever occurs first;
  2. permits the Customer to use the SaaS Services in accordance with the SaaS Services’ normal operating procedures; and
  3. permits the Customer to provide access and use of the SaaS Services to Authorised Users by embedding the SaaS Services into Customer’s services to its customers, as applicable.

Payment

The Customer must pay the SaaS Provider:
1. the Fees; and
2. any other amounts payable under this Agreement.
without set off or delay using the Payment Method in accordance with the Payment Terms.
If the Customer requires the use of a purchase order, the Customer is responsible for providing the applicable purchase order at the time of purchase. The Customer acknowledges and agrees to the extent of any inconsistency between this Agreement and any terms and conditions attached to the Customer’s purchase order, the terms of this Agreement will prevail. The Parties acknowledge and agree that any pre-printed standard terms and conditions attached to or on the back of any purchase order will not apply to this Agreement.
If there is a Variation, the SaaS Provider will include the Variation Fees due and payable for the Variation performed in invoice(s) subsequent to the performance of any Variation.
If any payment has not been made in accordance with the Payment Terms, the SaaS Provider may (at its absolute discretion):
1. immediately cease providing the Services, and recover as a debt due and immediately payable from the Customer its Additional Costs of doing so;
2. charge interest at a rate equal to the Reserve Bank of India's cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
4. report the Customer to any independent credit data agencies.

Questions

If you have any questions about these Terms, please contact us at legal@osuite.io