General Terms & Conditions
This document sets out the General Terms and Conditions (“GTC”) between Getintuch Technology Private Limited, a company incorporated under the Companies Act, 2013 (“GTPL”) and its customers (“Client”). These General Terms are to be read together with a commercial agreement (“Agreement”) entered into between GTPL and the Client.
The Agreement, together with these General Terms and Conditions (collectively, the “Terms of Engagement”), constitute the full, final and entire agreement of GTPL and Client relating to the services referred to in the Agreement (“Wondermail Services” or “Services”). The Terms of Engagement shall control over any provisions contained in any correspondence, request for proposal, prior proposal, purchase order or other document of GTPL and/or Client and any oral statements or representations of GTPL and/or Client. No modification or waiver of the Terms of Engagement shall be effective against either GTPL or Client unless it expressly agrees to such modification or waiver in a written agreement signed by its authorized signatory. The Terms of Engagement may not be assigned by either party without the prior written consent of the other.
Client’s acceptance of the Agreement or the commencement of performance of the Services at the request of Client, whichever occurs earlier, shall constitute Client’s acceptance of the Terms of Engagement.
- Intellectual Property:
GTPL owns all Intellectual Property rights in Wondermail services and any usage of Wondermail by client/ client’s user does not grant any right to, or in, patents, copyrights, source code, database rights, trade secrets, trade names, trademarks (whether registered or unregistered) or any other rights or licenses.
- The Parties shall maintain each other’s Confidential Information to the same extent that they protect their own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement. For the purpose of clarity, it is clarified that the Confidential Information excludes the information which is available in public domain, or generally made available without any restriction or non-disclosure or is rightfully known without any limitation on use or disclosure to its receipt from the other Party.
- A party may disclose and make available the other party’s Confidential Materials to the extent required to comply with any law, rule or regulation or any subpoena, order or directive of any court or governmental agency or body.
- GTPL may use Client’s name, logo or trademark, as well as general description of the type, scale and impact of services provided to Client for marketing and business development purposes. GTPL will also have the right to use part of the webpage on which the Client’s message is displayed to its customers for advertising purpose
Acceptable use of Services
- Client will access and use the Services only for legal, authorized, and acceptable purposes under laws governing digital communications. Client will not use Wondermail to store or transmit unlawful material or any material which violates third party rights. Client will not nor help others to interfere or impair or disrupt the functioning or operation of Services
- Client confirms that the mobile phone numbers to whom messages will be sent using this service belong to people client has personal, professional or business relationships with. Client is aware of the provisions of the NCPR registry of TRAI and understands that the essence of this registry is to reduce or take away the incidence of SPAM for Users. (For more details on NCPR, visit http://www.nccptrai.gov.in/nccpregistry/). Client agrees to indemnify Wondermail against all complaints and claims arising out of violation of the NCPR provisions due to Client’s acts.
Data Processing & Privacy
- As part of providing the Services GTPL may transfer store and process Client’s data in India or any other country in which GTPL or its service providers maintain facilities. By using the Services, Client consents to this transfer, processing and storage of data.
- Client agrees that GTPL may establish limits concerning use of the Services offered, including the maximum number of days that messages will be retained by the Services, the maximum number of messages that may be sent from or received by an account on the Services and the maximum size of a message that may be sent from or received by an account on the Services. GTPL will inform the Client of these limits from time to time.
- GTPL will have access to customer mobile numbers to which the Client sends messages and will also be transmitting and storing the content of the communication on its servers. GTPL will adopt the industry standard technical and organizational practices to secure the data and prevent unauthorized access to the content that Client share with its customers. GTPL reserves the right to share any information with a third party wherever directed by a law enforcement agency/ court of law.
- GTPL will also collect service or device related, diagnostic, and performance information for its Services. This includes information such as when and how many messages are sent by a Client to its customers, how these customers interact with the service, log files, diagnostic, crash, website, and performance logs and reports. We will use this information to improve our services, provide performance reports to the Client and also customise the customers’ experience on the webpage and device. We may also use the information to direct advertisements to the customer directly or through third parties.
Unless otherwise agreed in writing, any payment for usage of services shall be due within 30 days from the invoice date and failure to make the payment shall be construed as material breach.
Suspension and Termination of Services
- Either party may terminate the services by giving one month notice to the other party
- Our Services may be interrupted, including but not limited to, for maintenance, repairs, upgrades, cyber attacks or network or equipment failures.
- GTPL reserves the right to terminate the access immediately without any obligation of prior notice in case of material breach. For the purpose of clarity, the following shall be construed as material breach;
- a. attempt or assist or permit any third party to alter, modify, reverse engineer or disassemble Wondermail
- b. transfer, sublicense or assign any of the rights
- c. store or transmit threatening or unlawful material or any material which violates third party rights
- d. use the services to interfere with or impair or disrupt the operations of Wondermail
- In event of termination, GTPL will provide Client with one month or any other mutually agreed reasonable period of time to transfer all its data to its servers. After expiry of this period of time, GTPL may delete the Client data on its servers with no ability to retrieve the same.
Representations & Warranties
- Neither GTPL nor Client shall be liable for any damages (direct, indirect, consequential or incidental) howsoever caused that may be suffered or incurred by the other party or any person or entity affiliated or associated with the other party arising out of the usage of the Services.
- GTPL shall provide the services substantially with reasonable skill and care. However, it makes no representation or warranty regarding any matter including the merchantability, fitness for a particular purpose and freedom from computer virus or other harmful code. We do not warrant that our services will be uninterrupted, error free, secure or that our services will function without disruption, delays or imperfections. Nor will it be responsible for any delay or failure or any other loss resulting from transfer of the data over communication networks.
- GTPL does not warrant and takes no responsibility for the content communicated by the Client to its customers. The Client shall be solely responsible for all the content being communicated.
- GTPL shall provide technical support services to rectify any error if within their scope though it is not responsible to provide any services in relation to any feature which are identified as unsupported in technical documentation.
- Neither GTPL nor the Client shall in no way be responsible for disruption of services in the event of Force Majeure.
Indemnity; Limitation of Liability
- The Client shall defend, indemnify, and hold GTPL and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses (including without limitation any reasonable attorneys’ fees) incurred arising from Client’s breach of Terms of Agreement, Client's negligence or misconduct, any dispute the Client may have with any other party in connection with any Services, Client's unauthorized use or misuse of Services or any unauthorized combination of any program in the Services with any hardware, software, products, data or other materials not specified or provided by GTPL.
- GTPL shall indemnify and hold the Client and its affiliates and their respective directors, officers, employees, agents and representatives harmless from and against any third party suit, proceeding, assertion against any damages, judgments, liability, costs and expenses incurred arising from GTPL’s breach of the Terms of Agreement to the extent of the amount of Fees payable by the Client to GTPL in terms hereof.
- Any dispute arising between the parties in connection with the validity, interpretation or alleged breach of any of the provision, such shall be resolved by way of arbitration under the applicable provisions of law. The venue of arbitration shall be New Delhi.
- The Courts of New Delhi, India shall have the exclusive jurisdiction to entertain any dispute between the parties.