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”.
In the event of any conflict between these Terms and any Order Form, these Terms shall prevail unless the Order Form expressly states that it overrides specific provisions of these Terms.
 
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.
 
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.
 
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 de-identified or aggregated form and shall not disclose Customer’s identity or any Customer Confidential Information in violation of this Agreement.

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.
 
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 de-identified or aggregated form, develop, train, test, and improve SaaStify Technology and SaaStify’s products and services.

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 commercially reasonable technical and organizational measures designed to protect Customer Data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

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, without undue delay, notify Customer and provide information reasonably available to SaaStify. 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.

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; or
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.

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

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.

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 Time Limit.
No action, claim or proceeding arising out of or relating to the Agreement may be brought by either Party more than one (1) year after the cause of action has accrued.
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, the Agreement shall automatically renew for successive periods equal to the Initial Term (each, a “Renewal Term”) unless either Party gives written notice of non-renewal at least ninety (90) days prior to the end of the then-current Term.

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 ninety (90) 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.
 
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 liquidated damages (and not as a penalty), all Fees that would have become payable for the remainder of the then-current Term had the Agreement not been terminated, discounted by any costs that SaaStify reasonably avoids as a result of such termination.
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 provide Customer with a one-time export of Customer Data in a reasonable standard format. SaaStify may charge a reasonable professional services fee for any such export that is unusually large or requires bespoke effort.
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 limited retention period, during which 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, as liquidated damages, an amount equal to twelve (12) months of the gross annual remuneration of such individual.
 
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.