Terms & Conditions

Schedule C – Standard Terms & Conditions

These Standard Terms & Conditions (“Terms”) form an integral part of, and are incorporated into, each sales order form, statement of work, service plan, SLA or other ordering document (each, a “Sales Order Form”) entered into between:
 

SAASTIFY SYSTEMS PRIVATE LIMITED, a company incorporated under the laws of India (“SaaStify”), and the customer identified in the applicable Order Form (“Customer”).

SaaStify and Customer are each a “Party” and together the “Parties”.
 

Order of Precedence. In the event of any conflict or inconsistency between the documents comprising the Agreement, the following order of precedence shall apply, with a higher-listed document prevailing over a lower-listed document to the extent of the conflict: (a) any duly executed Data Processing Addendum, solely in respect of data protection matters; (b) the applicable Order Form, solely in respect of the commercial terms (such as fees, scope, subscribed Service Plan and Term) expressly set out or negotiated therein; (c) any applicable Statement of Work; (d) the applicable Service Plan and SLA; and (e) these Terms. In all other respects, and wherever an Order Form or other document is silent, these Terms shall govern.

1. DEFINITIONS
 

In addition to terms defined elsewhere in these Terms, the following terms shall have the meanings set out below:
 

1.1 “Agreement” means, collectively, these Terms, the applicable Order Form(s), Service Plan(s), SLA(s), any statements of work (“SOWs”), addenda, and any other document agreed between the Parties relating to the Services.
 

1.2 “Contract Date” means the date on which the Parties duly execute an Order Form incorporating these Terms.
 

1.3 “Customer Data” means any data, content, information, materials, catalog information, product information, order data, inventory data, POS data, end-customer data, documents and other materials provided or made available by or on behalf of Customer to SaaStify, or collected by SaaStify on behalf of Customer, in connection with the Services.
 

1.4 “Fees” means all fees, charges and amounts payable by Customer to SaaStify under the Agreement, including subscription fees, one-time fees, setup or onboarding fees, professional services fees, staffing fees and any other amounts specified in an Order Form or otherwise agreed in writing.
 

1.5 “Intellectual Property Rights” or “IPR” means all registered and unregistered rights in and to any source code, software, algorithms, documentation, user interfaces, databases, database rights, patents, utility models, designs, copyrights, moral rights, trademarks, service marks, trade names, trade secrets, know-how, and all other intellectual or industrial property rights, in any jurisdiction, whether now existing or hereafter arising.
 

1.6 “Platform” means SaaStify’s proprietary multi-tenant software platform, including but not limited to modules for PIM (Product Information Management), catalog enrichment, OMS (Order Management System), WMS (Warehouse Management System), POS (Point of Sale), email support tooling, analytics and related components, as may be updated, modified or enhanced by SaaStify from time to time.
 

1.7 “Service Plan” means the package of Services (including modules, features, usage limits, support levels and SLAs) subscribed to by Customer as set out in the applicable Order Form and related Service Plan SLA, and as may be updated or modified in accordance with the Agreement.
 

1.8 “Services” means all services provided by SaaStify to Customer under the Agreement, including access to and use of the Platform, catalog and data enrichment services (including AI-based or automated enrichment), OMS/WMS/POS functionality, email support services, integrations, professional services, implementation, and any staffing or resource services if expressly described in an Order Form.
 

1.9 “Outputs” means any catalog content, product descriptions, titles, bullet points, attributes, SEO content, recommendations, reports, documents, configurations or other materials generated or produced for Customer through the Services (including AI-assisted or automated outputs), excluding the underlying Platform, models, tools, and SaaStify technology.
 

1.10 “Service Level Agreement” or “SLA” means any document describing uptime, support levels, incident response times or service credits, if any, as may be agreed between the Parties and referenced in an Order Form.
 

1.11 “Third-Party Services” means any third-party platforms, marketplaces, sales channels, storefronts, applications, APIs, plug-ins, services or systems (including, by way of example, Shopify, Amazon, eBay, Magento, BigCommerce and Etsy) that Customer connects to, integrates with, or accesses through or in conjunction with the Platform, but which are owned or operated by parties other than SaaStify.
 

1.12 “Anonymised Data” means data that has been processed irreversibly such that it can no longer be attributed to an identified or identifiable natural person, or to Customer, whether alone or in combination with other information reasonably available.

2. SCOPE OF SERVICES; ACCESS TO THE PLATFORM
 

2.1 Control of Platform and Services. SaaStify shall have and retain sole control over the operation, provision, maintenance and management of the Platform and the Services, including the selection, deployment, modification, support, maintenance, upgrades, updates, corrections, and replacement of the Platform and Services. SaaStify may, in its sole discretion:

a. review and monitor Customer’s and its users’ use of the Platform and Services to verify compliance with the Agreement; and

b. make any changes to the Platform or Services that SaaStify deems necessary or useful, or that are requested by Customer, provided that such changes do not materially deprive Customer of the core functionality of the subscribed Service Plan during the then-current Term.
 

2.2 License Grant. Subject to Customer’s timely payment of Fees and strict compliance with the Agreement, SaaStify grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide right and license during the Term to access and use the Platform and applicable Services solely for Customer’s internal business purposes and in accordance with the scope, limits and Service Plan set out in the applicable Order Form.
 

2.3 Service Plan Changes. Customer may upgrade, downgrade or otherwise change its Service Plan only with SaaStify’s prior written consent and subject to: (a) execution of an addendum or updated Order Form; and (b) payment of any applicable additional Fees or early termination charges. Any change shall not affect Fees already due or paid for the then-current billing period unless expressly agreed in writing.
 

2.4 Customer Environment. Customer is solely responsible for procuring, maintaining and securing its own systems, networks, devices, connectivity, browsers, third-party software and any environment required to access and use the Platform. Customer shall install and maintain all relevant updates and patches in its environment. SaaStify shall not be liable for any interruption or degradation of the Services caused by Customer’s environment.
 

2.5 Internal Business Use Only. The Services are intended solely for Customer’s internal business purposes. Customer shall be responsible for all acts and omissions of its users and for ensuring that all use of the Services by or on behalf of Customer complies with the Agreement.
 

2.6 Third-Party Services. The Platform is designed to interoperate with Third-Party Services that SaaStify does not own or control. SaaStify does not warrant, and shall have no liability for, the availability, performance, functionality, accuracy, continuity, security, or any change, suspension or discontinuation of any Third-Party Service, or for any acts or omissions of the providers of Third-Party Services. Without limiting the foregoing, SaaStify shall not be liable for any loss (including loss of orders, sales, revenue or data) arising from a Third-Party Service’s downtime, latency, rate-limiting, API or policy changes, or suspension or termination of Customer’s account with such Third-Party Service. Any unavailability or degradation of the Services to the extent attributable to a Third-Party Service shall be excluded from any Service Availability commitment and from any service-credit calculation under any SLA. Customer’s use of Third-Party Services is governed by the applicable third party’s terms, and Customer is solely responsible for procuring, maintaining and complying with its own accounts and arrangements with such providers.

3. CUSTOMER OBLIGATIONS AND ACCEPTABLE USE
 

3.1 Customer Data. Customer shall provide or upload to the Platform all Customer Data required for use of the Services, including catalog, product, order, inventory, warehouse, POS and related data, from such systems and sources as Customer determines. Customer represents and warrants that:

a. it has obtained all necessary rights, consents and permissions to provide Customer Data to SaaStify and to permit SaaStify to use Customer Data as contemplated by the Agreement; and

b. Customer Data does not and will not infringe, violate or misappropriate any third-party rights, or violate any applicable laws (including data protection and privacy laws).
 

3.2 Use Restrictions. Customer shall not, and shall ensure its users do not:

a. license, sub-license, rent, lease, loan, sell, transfer, assign, distribute, host, outsource or otherwise commercially exploit or make the Platform or Services available to any third party, except as expressly permitted in the Agreement;

b. modify, adapt, translate, reverse engineer, decompile, disassemble, copy, create derivative works of, or attempt to derive the source code of the Platform or any software provided by SaaStify;

c. access or use the Platform or Services for purposes of benchmarking or developing a competing product or service;

d. remove, obscure, or alter any proprietary notices, trademarks, or copyright legends appearing on or contained within the Platform or SaaStify software;

e. attempt to gain unauthorized access to any of SaaStify’s systems, networks, data centers or accounts;

f. interfere with or disrupt the integrity, security or performance of the Services or any third-party technology contained therein;

g. transmit, store or distribute any viruses, worms, trojans or other malicious code through or in connection with the Services;

h. use the Services in any manner that violates any applicable law, regulation or third-party rights, including Intellectual Property Rights and data protection rights.
 

3.3 Email, Messaging and Anti-Spam. Where Customer uses the Services to send emails, messages or other communications (including support emails, notifications or campaigns):

a. Customer shall be solely responsible for the content, recipients and lawfulness of all such communications, including compliance with anti-spam, marketing, and communication laws in all relevant jurisdictions;

b. Customer shall not send unsolicited bulk or commercial messages, or messages to individuals who have clearly indicated they do not wish to receive them;

c. Customer shall indemnify SaaStify for any claims, fines, penalties or losses arising from Customer’s use of the Services to send or manage communications, except to the extent caused by SaaStify’s gross negligence or willful misconduct.
 

3.4 Consents and Notices. Customer shall obtain and maintain all notices, consents and authorizations required to permit SaaStify to process Customer Data and to track user and customer behavior as contemplated by the Agreement, including any required consents from end-customers under applicable data protection laws.
 

3.5 Behavior Data and Analytics. Customer hereby grants SaaStify the right to access, collect, track and use data relating to Customer’s and its users’ interaction with the Platform and Services (including usage patterns, configuration, performance, and behavior data), and data obtained from Customer’s websites, channels or systems integrated with the Platform, for the following purposes:

a. providing the Services to Customer; and

b. maintaining, improving and developing SaaStify’s products and services, and conducting analytics and research; provided that for the purposes of clause (b), SaaStify shall use such data only in aggregated and irreversibly Anonymised form, and shall not disclose Customer’s identity or any Customer Confidential Information in violation of this Agreement. Customer represents that the notices given to, and consents obtained from, its end-customers and users are sufficient to permit the processing described in this Clause 3.5. Customer may, on written notice to SaaStify, opt out of the use of its data for the purposes described in clause (b) above.
 

3.6 Responsibility for Use and Results. Customer accepts sole responsibility for: (a) selection of the Services to achieve Customer’s intended results; (b) all use of the Services; and (c) the results obtained from the Services, including any business decisions made based on such results or Outputs.

4. FEES, TAXES AND PAYMENT TERMS
 

4.1 Fees and Invoicing. Customer shall pay all Fees in accordance with the Order Form and any applicable invoice. Unless otherwise stated in the Order Form, Fees are due within thirty (30) days from the invoice date.
 

4.2 Late Payments; Suspension. Any undisputed amount not received by the due date shall accrue interest at the rate of 2% (two per cent) per month, or the maximum rate permitted by applicable law, whichever is lower, from the due date until paid in full. SaaStify may, without liability and without prejudice to its other rights, suspend Customer’s access to the Platform and Services if any undisputed Fees remain unpaid for more than fifteen (15) days after written notice.
 

4.3 Non-Refundable Fees. All Fees are non-refundable except as expressly provided in the Agreement. Suspension or reduction of use of the Services by Customer shall not entitle Customer to any refund or credit (except any service credits expressly set forth in an applicable SLA).
 

4.4 Taxes. All Fees are exclusive of taxes, duties, levies and similar governmental assessments of any nature, including GST, VAT, sales, use, service or withholding taxes (“Taxes”). Customer is responsible for payment of all Taxes associated with its purchases under the Agreement, excluding Taxes based on SaaStify’s net income, property or employees. If SaaStify is required by law to pay or collect Taxes for which Customer is responsible, SaaStify shall invoice Customer for such Taxes and Customer shall pay them in full, unless Customer provides a valid tax exemption certificate.
 

4.5 Disputed Invoices. If Customer disputes any invoiced amount in good faith, Customer shall: (a) notify SaaStify in writing within ten (10) days of the invoice date, specifying in reasonable detail the amount disputed and the grounds for the dispute; and (b) pay all undisputed amounts by the applicable due date. Only amounts that are the subject of a bona fide, timely and specific dispute raised in accordance with this Clause 4.5 shall be treated as “disputed” for the purposes of Clauses 4.2 and 11.5; all other amounts shall be treated as undisputed. The Parties shall use good-faith efforts to resolve any such dispute within thirty (30) days. Fees continue to accrue and remain payable in respect of any period during which the Services are suspended for non-payment of undisputed amounts.

5. INTELLECTUAL PROPERTY
 

5.1 Ownership of Platform and SaaStify Technology. As between the Parties, SaaStify owns and shall retain all right, title and interest, including all Intellectual Property Rights, in and to the Platform, the Services, all software, documentation, tools, algorithms, models (including AI models), templates, know-how, and all enhancements, modifications, improvements, and derivative works thereof (“SaaStify Technology”).
 

5.2 Ownership of Customer Data. As between the Parties, Customer owns and shall retain all right, title and interest, including all Intellectual Property Rights, in and to Customer Data, subject to the rights granted to SaaStify under the Agreement.
 

5.3 Ownership of Outputs. As between the Parties, and subject to Customer’s payment of all applicable Fees, Customer shall own all right, title and interest in the Outputs created solely for Customer pursuant to the Services, excluding SaaStify Technology and any generic templates, methods or know-how used to generate such Outputs.
 

5.4 License to Customer Data and Outputs. Customer grants SaaStify a non-exclusive, worldwide, royalty-free license during the Term (and for a reasonable period thereafter solely for backup, archival and legal purposes) to host, copy, use, process, store, transmit, display and otherwise handle Customer Data and Outputs as necessary to:

a. provide the Services and perform SaaStify’s obligations under the Agreement; and

b. in aggregated and irreversibly Anonymised form, develop, train, test, and improve SaaStify Technology and SaaStify’s products and services, subject to Customer’s right to opt out under Clause 3.5.
 

5.5 No Implied Rights. Except as expressly set out in the Agreement, no rights or licenses are granted by either Party to the other Party, whether by implication, estoppel or otherwise.

6. CONFIDENTIALITY
 

6.1 Confidential Information. “Confidential Information” means all non-public information disclosed by or on behalf of a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally 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, including business plans, product plans, technical information, financial information, customer lists, data models, architectures, and the terms of the Agreement. Customer Data and SaaStify Technology shall be deemed Confidential Information of the respective Party.
 

6.2 Obligations. The Receiving Party shall:

a. use the Confidential Information of the Disclosing Party solely for the purposes of performing its obligations or exercising its rights under the Agreement;

b. restrict disclosure of such Confidential Information to those employees, agents, contractors and advisors who need to know it for such purposes and who are bound by confidentiality obligations at least as protective as those in these Terms; and

c. protect such Confidential Information using at least reasonable care.
 

6.3 Exclusions. Confidential Information does not include information that:

a. is or becomes publicly available through no breach of the Agreement by the Receiving Party;

b. was lawfully known to the Receiving Party prior to disclosure;

c. is received from a third party who is not under an obligation of confidentiality; or

d. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
 

6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law, regulation or court order, provided that (where legally permitted) the Receiving Party gives the Disclosing Party prompt notice and reasonable cooperation to seek a protective order or similar remedy.
 

6.5 Survival of Confidentiality. The confidentiality obligations in this Clause 6 shall survive for two (2) years after expiry or termination of the Agreement, except with respect to trade secrets, SaaStify Technology and Customer Data, which shall remain confidential for so long as they constitute Confidential Information.

7. DATA PROTECTION AND SECURITY
 

7.1 Roles of the Parties. To the extent the Services involve the processing of personal data or personal information:

a. Customer shall be deemed the “data fiduciary” or “data controller” (or equivalent term under applicable law); and

b. SaaStify shall be deemed the “data processor” or “data service provider”.
 

7.2 Processing of Personal Data. SaaStify shall process personal data only on Customer’s documented instructions as set out in the Agreement and the Order Form(s), except where otherwise required by applicable law.
 

7.3 Security Measures. SaaStify shall implement and maintain appropriate technical and organizational measures consistent with the reasonable security safeguards required under applicable data protection law (including the Digital Personal Data Protection Act, 2023 and the rules made thereunder), designed to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction or damage. SaaStify shall maintain reasonable records of its processing and access to Customer Data, and shall provide reasonable assistance to Customer, at Customer’s request and cost, in relation to Customer’s obligations concerning data-principal rights requests, breach reporting and data protection impact assessments.
 

7.4 Data Breach Notification. If SaaStify becomes aware of any unauthorized access to or disclosure of Customer Data in SaaStify’s possession or control (a “Security Incident”), SaaStify shall notify Customer without undue delay and, in any event, within forty-eight (48) hours of confirming the Security Incident, and shall provide the information reasonably available to SaaStify to enable Customer to comply with its own notification obligations (including any obligation to notify the Data Protection Board of India and affected data principals within applicable statutory timelines). SaaStify shall take reasonable steps to mitigate the effects of, and prevent recurrence of, such Security Incident. Customer is responsible for complying with any notification obligations applicable to Customer in relation to a Security Incident.
 

7.5 Sub-processors. Customer grants SaaStify a general authorization to engage sub-processors (including cloud infrastructure providers and other service providers) to process Customer Data in connection with the Services, provided that SaaStify remains responsible for the acts and omissions of such sub-processors as if performed by SaaStify.
 

7.6 Data Location. Customer authorizes SaaStify to transfer, store and process Customer Data in any country in which SaaStify or its sub-processors operate, subject to SaaStify’s compliance with applicable data-transfer laws, including any restriction on transfers to countries, territories or entities notified or restricted from time to time by the Government of India or other competent authority under applicable data protection law.
 

7.7 Data Processing Addendum. If required by applicable law or by Customer’s regulators, the Parties may enter into a separate data processing addendum (“DPA”). In the event of any conflict between a duly executed DPA and these Terms, the DPA shall prevail solely with respect to data protection matters.

8. WARRANTIES AND DISCLAIMERS
 

8.1 Mutual Authority Warranty. Each Party represents and warrants that it has the full power and authority to enter into and perform its obligations under the Agreement.
 

8.2 SaaStify IP Warranty. SaaStify represents and warrants that it owns or has obtained all rights necessary to grant the rights and licenses it purports to grant under the Agreement and that Customer’s authorized use of the Platform in accordance with the Agreement will not, to SaaStify’s knowledge as of the Contract Date, infringe any third-party Intellectual Property Right.
 

8.3 Customer Data Warranty. Customer represents and warrants that Customer Data and Customer’s use of the Services will not violate any applicable law or third-party rights, including Intellectual Property Rights and data protection rights.
 

8.4 AI and Enrichment Outputs. Customer acknowledges that Outputs, including AI-assisted or automatically generated content, may contain errors, inaccuracies or omissions and may require human review and validation. SaaStify does not guarantee the accuracy, completeness, legal compliance or fitness for a particular purpose of any Outputs. Customer remains solely responsible for reviewing Outputs and ensuring that they are suitable for Customer’s intended use and compliant with applicable laws and Customer’s own policies and guidelines.
 

8.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE PLATFORM, SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SAASTIFY AND ITS AFFILIATES AND LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SAASTIFY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THEY WILL MEET CUSTOMER’S PERFORMANCE OR BUSINESS REQUIREMENTS.

9. INDEMNITY
 

9.1 Customer Indemnity. Customer shall defend, indemnify and hold harmless SaaStify and its officers, directors, employees, agents, successors and assigns from and against any and all claims, actions, suits or proceedings (“Claims”), and any losses, damages, liabilities, penalties, costs and expenses (including reasonable legal fees) arising out of or relating to:

a. any allegation that Customer Data, or any materials, information or technology provided by or on behalf of Customer, infringes, violates or misappropriates any third-party Intellectual Property Right or other right;

b. Customer’s or its users’ breach of the Agreement or violation of any applicable law;

c. Customer’s use of the Services to send or manage emails or communications, including any alleged spam or unlawful or misleading communication;

d. any claim by or relating to Customer’s end-customers, users or partners arising from Customer’s business, products or services;

e. any employment, labor, or statutory claims arising from Customer’s treatment, management or engagement of any personnel (including SaaStify’s personnel) contrary to the staffing provisions of this Agreement; or

f. any Output, or any AI-assisted or automatically generated content, that Customer uses, publishes, distributes or relies upon, to the extent the Claim arises from such use, publication, distribution or reliance (Customer being responsible under Clause 8.4 for reviewing, validating and clearing Outputs prior to use).
 

9.2 SaaStify Indemnity (IP Infringement). SaaStify shall defend Customer against any third-party Claim brought against Customer to the extent alleging that Customer’s authorized use of the Platform in accordance with the Agreement directly infringes a valid patent, copyright or trademark of such third party, and shall indemnify Customer from any damages and costs (including reasonable legal fees) finally awarded by a court of competent jurisdiction or agreed in settlement by SaaStify. SaaStify shall have no obligation under this Clause 9.2 to the extent the Claim arises from:

a. use of the Platform in combination with any software, hardware, data or process not provided or authorized by SaaStify;

b. modification of the Platform by anyone other than SaaStify;

c. use of the Platform not in accordance with the Agreement;

d. any Output, or any AI-assisted or automatically generated content, or any content generated from or based on Customer Data, Customer’s instructions, or Customer’s selection of inputs, prompts or configurations, it being acknowledged that Customer is responsible under Clause 8.4 for reviewing and clearing such content prior to use; or

e. Customer Data.
 

9.3 Infringement Remedies. If SaaStify reasonably believes that the Platform may be subject to an infringement Claim, SaaStify may, at its sole option and expense: (a) procure for Customer the right to continue using the Platform; (b) replace or modify the Platform so that it is non-infringing and substantially equivalent in functionality; or (c) if the foregoing are not commercially reasonable, terminate the affected Services and refund Customer any pre-paid Fees on a pro-rated basis for the remaining period of the then-current Term for the terminated Services. THIS CLAUSE 9.3 SETS OUT CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SAASTIFY’S ENTIRE LIABILITY WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM RELATING TO THE PLATFORM.
 

9.4 Procedure. The indemnified Party shall: (a) promptly notify the indemnifying Party of the Claim; (b) grant the indemnifying Party sole control of the defense and settlement of the Claim (provided that the indemnifying Party may not settle any Claim in a manner that imposes any admission or material obligation on the indemnified Party without its prior written consent); and (c) provide reasonable cooperation and assistance at the indemnifying Party’s expense.

10. LIMITATION OF LIABILITY
 

10.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS INTERRUPTION), WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 

10.2 CAP ON DIRECT DAMAGES. EXCEPT FOR THE EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SAASTIFY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. For the avoidance of doubt, all amounts payable by a Party under any indemnity in this Agreement, including the reasonable costs of defence, shall count towards and be subject to the aggregate cap in this Clause 10.2, except where such indemnity is an Excluded Claim under Clause 10.3.
 

10.3 Excluded Claims. The limitations in Clause 10.2 shall not apply to: (a) Customer’s payment obligations under Clause 4; (b) Customer’s indemnity obligations under Clause 9.1; or (c) Customer’s infringement or misappropriation of SaaStify’s Intellectual Property Rights.
 

10.4 Notice of Claims. Each Party shall notify the other in writing of any claim arising out of or relating to the Agreement as soon as reasonably practicable, and in any event within one (1) year, after the claiming Party first becomes aware (or ought reasonably to have become aware) of the facts giving rise to the claim. Nothing in this Clause 10.4 shall operate to curtail or extinguish any limitation period prescribed by applicable law where such curtailment is not permitted by that law.
 

10.5 Non-Excludable Liability. To the extent that applicable law does not permit the exclusion or limitation of a Party’s liability for fraud or fraudulent misrepresentation, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited, the exclusions and limitations in this Clause 10 shall not apply to such liability but shall continue to apply, to the fullest extent permitted by law, to all other liability. The invalidity or unenforceability of any exclusion or limitation in respect of one type of liability shall not affect the validity or enforceability of the exclusions and limitations in respect of any other type of liability.

The limitations and exclusions in this Clause 10 form an essential basis of the bargain between the Parties.

11. TERM; SUSPENSION; TERMINATION
 

11.1 Term. The Agreement shall commence on the Contract Date and shall continue for the initial term specified in the Order Form (the “Initial Term”). Unless otherwise stated in the Order Form, upon expiry of the Initial Term the Agreement shall renew for successive renewal periods of twelve (12) months, or the Initial Term if shorter (each, a “Renewal Term”), unless either Party gives written notice of non-renewal at least thirty (30) days prior to the end of the then-current Term. SaaStify shall provide Customer with a renewal reminder not less than thirty (30) days before each renewal date. Where applicable law imposes disclosure, consent or cancellation requirements in respect of automatically renewing contracts, renewal shall be subject to those requirements.
 

11.2 Termination for Cause. Either Party may terminate the Agreement (or any affected Service) by written notice to the other Party if: (a) the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing the breach; or (b) the other Party becomes the subject of insolvency, receivership or bankruptcy proceedings that are not dismissed within ninety (90) days, makes an assignment for the benefit of creditors, ceases to carry on business, or is otherwise unable to meet its obligations as they fall due.
 

11.3 Termination for Service Level Failure. If expressly provided in an SLA, Customer may terminate the affected Services upon written notice if SaaStify fails to meet the agreed Service Availability for three (3) consecutive months, and Customer has exhausted the service credit remedies (if any) in the SLA.
 

11.4 Termination by SaaStify for Convenience. SaaStify may terminate the Agreement or any Service for convenience by providing at least thirty (30) days’ prior written notice to Customer. In such case, SaaStify shall refund Customer any pre-paid Fees on a pro-rated basis for the remaining period of the then-current Term for the terminated Services.
 

11.5 Suspension. Without limiting its other rights, SaaStify may immediately suspend Customer’s access to the Platform or any Services if: (a) Customer fails to pay any undisputed Fees when due and does not cure such failure within fifteen (15) days of written notice; (b) SaaStify reasonably believes that Customer’s use of the Services violates applicable law or poses a security risk, or may adversely impact the Platform, other customers, or SaaStify’s systems; or (c) Customer or its users breach the acceptable use or license restrictions in Clause 3.
 

11.6 Termination for Cessation of Business (Wind-Down). This Clause 11.6 applies where SaaStify elects to cease providing the Platform and/or the Services and to wind down its business, and prevails over Clause 11.4 to the extent of any conflict.

a. Right to Cease Operations. SaaStify may, at any time and in its sole discretion, elect to cease providing the Platform and/or the Services and to wind down its business, for any internal, commercial, strategic or other reason, by giving written notice of such election to Customer (the “Wind-Down Notice”). The date of the Wind-Down Notice is the “Announcement Date”.

b. Wind-Down Period; Termination. SaaStify shall continue to provide the affected Services for a period of thirty (30) days from the Announcement Date (the “Wind-Down Period”), after which the Agreement and all Services shall automatically terminate without further notice. This Clause 11.6 applies notwithstanding the then-current Term or any Renewal Term, and prevails over Clause 11.4 (Termination by SaaStify for Convenience); accordingly, the notice period and pro-rata refund provided for in Clause 11.4 shall not apply to a termination under this Clause 11.6. During the Wind-Down Period, SaaStify shall provide the Services substantially in the form existing as at the Announcement Date, and shall have no obligation to provide new features, enhancements, roadmap items or professional services.

c. Customer Migration at Own Cost. Customer is solely responsible for migrating away from the Platform and for procuring any replacement products, services, integrations or infrastructure, in each case at Customer’s own cost and risk, and should plan and commence its migration promptly upon receipt of the Wind-Down Notice. SaaStify shall have no obligation to provide any migration, transition, integration, professional-services, knowledge-transfer or other assistance in connection with the wind-down.

d. Data on Wind-Down. Notwithstanding Clause 12.2, SaaStify’s sole obligation in respect of Customer Data on a wind-down under this Clause 11.6 is to make available to Customer, on written request received before the end of the Wind-Down Period, a single one-time export of Customer Data in comma-separated values (CSV) format. SaaStify shall not be required to provide Customer Data in any other format, or to provide any schema, data dictionary, documentation, mapping, API access, or other materials or assistance. This Clause 11.6(d) is without prejudice to any obligation of SaaStify that cannot be excluded under applicable data protection law (including obligations relating to the deletion of Customer Data and notification of a Security Incident), which shall continue to apply to the extent so required.

e. Fees. Fees remain payable for the Wind-Down Period, and all Fees already paid are non-refundable in accordance with Clause 4.3. [Optional provision – see accompanying note: SaaStify shall, however, refund to Customer on a pro-rata basis any Fees pre-paid in respect of the period (if any) after the end of the Wind-Down Period for Services that will not be provided as a result of the wind-down.]

f. No Liability for Business Impact. To the maximum extent permitted by applicable law, SaaStify shall not be liable to Customer or any third party for any loss, damage, cost or expense of any kind arising out of or in connection with SaaStify’s cessation of business, the wind-down, the termination of the Services, or Customer’s migration, including any loss of profits, revenue, business, goodwill or opportunity, any loss or inability to access data (other than as expressly provided in Clause 11.6(d)), or any business interruption or any consequential, indirect, special or incidental loss, whether or not foreseeable and whether arising in contract, tort or otherwise. Customer acknowledges that it enters into the Agreement on this basis and that the availability and pricing of the Services reflect this allocation of risk. This Clause 11.6(f) is subject to Clause 10.5 (Non-Excludable Liability) and does not affect either Party’s accrued payment obligations.

g. Insolvency. This Clause 11.6 governs a voluntary cessation of business by SaaStify. Nothing in this Clause 11.6 limits or modifies the operation of applicable insolvency, bankruptcy or restructuring law, which shall prevail in the event of any insolvency or comparable proceeding in respect of SaaStify.

h. Survival. Termination under this Clause 11.6 shall not affect any rights or obligations accrued before termination, and those provisions identified in Clause 17.8, together with this Clause 11.6, shall survive.

12. EFFECT OF EXPIRY OR TERMINATION
 

12.1 Payment on Termination. Upon termination of the Agreement:

a. Customer shall immediately pay all Fees and other amounts accrued but unpaid as of the termination date; and

b. if the Agreement is terminated by SaaStify for Customer’s uncured breach, Customer shall also pay to SaaStify, as compensation representing the Parties’ genuine pre-estimate of the loss SaaStify will suffer as a result of such early termination (and not as a penalty), an amount equal to the Fees that would have become payable for the remainder of the then-current Term had the Agreement not been terminated, less any costs and expenses that SaaStify reasonably avoids, or would reasonably be expected to avoid, as a result of such termination. The Parties agree that this amount is a reasonable pre-estimate of such loss; where applicable law permits recovery only of loss actually proven, SaaStify shall be entitled to recover such reasonable compensation as is permitted by law, not exceeding the amount so calculated.
 

12.2 Data Export. For a period of thirty (30) days after the effective date of expiry or termination, and upon Customer’s written request, SaaStify shall make available to Customer a one-time export of Customer Data in a commonly-used, machine-readable format (such as CSV or JSON). Such export shall comprise the Customer Data then held in the production environment and shall exclude SaaStify Technology, derived or aggregated analytics, and Anonymised Data. SaaStify may charge a reasonable professional-services fee for any such export that is unusually large or requires bespoke engineering effort. Following the expiry of such period, SaaStify shall be entitled to delete Customer Data in accordance with Clause 12.4.
 

12.3 Cessation of Use. Upon expiry or termination of the Agreement, all rights and licenses granted to Customer shall immediately cease, and Customer shall immediately stop accessing and using the Platform and Services.
 

12.4 Confidential Information. Each Party shall promptly delete or destroy the other Party’s Confidential Information in its possession or control, except that: (a) a Party may retain copies solely for legal, regulatory or archival purposes; and (b) SaaStify may retain Customer Data in backups for a period not exceeding ninety (90) days following expiry or termination, after which SaaStify shall delete or destroy such Customer Data, save where retention is required by applicable law; and during any such retention period all confidentiality and data protection obligations shall continue to apply.

13. STAFFING AND RESOURCE SERVICES (IF APPLICABLE)
 

13.1 Status of Personnel. If an Order Form includes staffing, resourcing or dedicated personnel services, all such personnel shall remain employees or contractors of SaaStify or its affiliates and shall not be deemed employees of Customer.
 

13.2 Responsibility for Personnel. SaaStify shall be solely responsible for payment of wages, benefits, provident fund contributions, statutory contributions, and compliance with applicable labor laws with respect to its personnel. Customer shall not be responsible for any such obligations.
 

13.3 No Co-Employment. Nothing in the Agreement shall be construed to create any employer–employee relationship between Customer and SaaStify’s personnel. Customer shall not represent to any person or authority that any SaaStify personnel is Customer’s employee.
 

13.4 Non-Solicitation. During the Term and for twelve (12) months thereafter, Customer shall not directly hire or engage (as an employee, consultant or otherwise), or solicit to hire or engage, any SaaStify employee or contractor who has been involved in providing the Services, without SaaStify’s prior written consent. If Customer breaches this Clause 13.4, Customer shall pay to SaaStify a sum equal to twelve (12) months of the gross annual remuneration of such individual, which the Parties agree is a reasonable pre-estimate of the recruitment, training, replacement and related loss that SaaStify would suffer as a result of such breach, and not a penalty.

14. EMAIL AND COMMUNICATION SERVICES
 

14.1 Acting on Instructions. Where SaaStify provides email support or communication-related services, SaaStify acts solely as a technology provider on Customer’s instructions. SaaStify does not originate, control or take responsibility for the content of any Customer communications.
 

14.2 Compliance. Customer is solely responsible for ensuring that all communications sent using the Services comply with applicable laws, including data protection, consumer protection, anti-spam and advertising laws. SaaStify shall have no liability arising from the content, recipients or timing of any communications sent by or on behalf of Customer.

15. COVENANT OF DIRECT ENGAGEMENT
 

15.1 Direct Engagement. Customer represents that it has entered into the Agreement directly with SaaStify and not through any unauthorized intermediary or agent claiming commission or referral fees.
 

15.2 Third-Party Claims. Customer shall be solely responsible for, and shall indemnify SaaStify against, any claims by third parties alleging entitlement to any fee, commission or other compensation arising from the Agreement or Customer’s relationship with SaaStify, except where such third parties were expressly engaged or introduced by SaaStify in writing.

16. GOVERNING LAW; DISPUTE RESOLUTION
 

16.1 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of India, without regard to any conflict of laws principles.
 

16.2 Dispute Resolution and Arbitration. The Parties shall use reasonable efforts to resolve any dispute, controversy or claim arising out of or in connection with the Agreement (“Dispute”) amicably through good faith negotiations within thirty (30) days of written notice by one Party to the other describing the Dispute. If the Parties are unable to resolve the Dispute within such period, the Dispute shall be finally resolved by binding arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended from time to time). The arbitration shall be conducted as follows: (a) the seat and venue of arbitration shall be Bangalore, Karnataka, India; (b) the arbitration shall be conducted by a sole arbitrator appointed jointly by the Parties, or failing agreement, in accordance with the said Act; (c) the language of the arbitration shall be English; and (d) the arbitral award shall be final and binding on the Parties and may be enforced in any court of competent jurisdiction.
 

16.3 Interim Relief. Nothing in this Clause 16 shall prevent either Party from seeking interim or injunctive relief from a court of competent jurisdiction in Bangalore, Karnataka, including for protection of Intellectual Property Rights or Confidential Information.

17. MISCELLANEOUS
 

17.1 Independent Contractors. The Parties are independent contractors. Nothing in the Agreement shall be construed as creating any partnership, joint venture, agency, franchise, fiduciary or employment relationship between the Parties.
 

17.2 Assignment. Customer shall not assign, transfer or novate the Agreement or any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without SaaStify’s prior written consent. SaaStify may freely assign or transfer the Agreement (in whole or in part) to any affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets without Customer’s consent.
 

17.3 Modifications to Terms. SaaStify may update these Standard Terms & Conditions from time to time. Any such updated terms shall apply to new Order Forms entered into after the effective date of the update. For existing active Order Forms, any modification that materially and adversely affects Customer’s rights shall apply only from the start of the next Renewal Term, unless otherwise agreed in writing by the Parties.
 

17.4 Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals or representations, whether written or oral. No terms or conditions stated in any Customer purchase order or other Customer document shall be incorporated into or form any part of the Agreement, unless expressly agreed in writing by SaaStify.
 

17.5 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be deemed modified so as to be valid and enforceable to the maximum extent permitted by law.
 

17.6 No Waiver. Failure or delay by either Party to enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving Party.
 

17.7 Notices. All notices under the Agreement shall be in writing and in English and shall be deemed given when delivered personally, sent by reputable courier, or emailed to the addresses specified in the Order Form (with confirmation of delivery, where applicable). Either Party may update its notice address by written notice to the other Party.
 

17.8 Survival. The following provisions shall survive expiry or termination of the Agreement: Clauses 3, 4 (to the extent of unpaid amounts), 5, 6, 7, 8, 9, 10, 12, 13, 14, 15, 16 and 17, together with any other provisions which by their nature are intended to survive.
 

17.9 Force Majeure. Neither Party shall be liable for any delay in performing, or failure to perform, its obligations under the Agreement (other than any obligation to make payment) to the extent that such delay or failure results from a Force Majeure Event. A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, including acts of God, natural disasters, fire, flood, earthquake, epidemic or pandemic, war, terrorism, riot or civil unrest, governmental or regulatory action or restriction, changes in applicable law, strikes or labour disputes (other than those involving the affected Party’s own personnel), and failures or interruptions of the internet, telecommunications, utilities, hosting or cloud infrastructure or Third-Party Services, and cyber-attacks that occur despite the affected Party’s compliance with the security measures required under the Agreement. The affected Party shall notify the other Party as soon as reasonably practicable and shall use commercially reasonable efforts to mitigate the effect of the Force Majeure Event. If a Force Majeure Event prevents substantial performance of the affected Services for more than thirty (30) consecutive days, either Party may terminate the affected Services on written notice, in which case SaaStify shall refund any prepaid Fees for affected Services not delivered, on a pro-rata basis, and such termination and refund shall be the Parties’ sole and exclusive remedy in respect of the Force Majeure Event.
 

17.10 Publicity. SaaStify may identify Customer as a customer of SaaStify and use Customer’s name and logo in SaaStify’s customer lists, website and marketing materials, in accordance with any trademark usage guidelines notified by Customer to SaaStify in writing. Customer may withdraw such permission at any time on written notice, and SaaStify shall cease further such use within a reasonable period thereafter.
 

17.11 Export and Sanctions Compliance. Each Party shall comply with all applicable export control, trade sanctions, anti-money-laundering and anti-bribery laws. Customer represents and warrants that it is not, and is not owned or controlled by or acting on behalf of, any person that is the target of applicable trade or economic sanctions, and that it shall not use the Services in violation of any such laws.