Terms of Service

2.1 Grant of Access

Subject to the Client's compliance with these Terms and timely payment of applicable fees, DigiMRO grants the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform solely for the Client's internal business purposes during the Subscription Term.

2.2 Authorised Users

The Client is responsible for:

• Ensuring that only Authorised Users access the Platform
• Maintaining the confidentiality of all login credentials, passwords, and OTPs issued to Authorised Users
• All acts and omissions of Authorised Users in connection with the Platform
• Promptly notifying DigiMRO of any unauthorised access or security incident involving the Platform

The Client accepts full responsibility for any use of the Platform under its account credentials.

2.3 Restrictions

The Client shall not, directly or indirectly:

• Share, sublicense, resell, transfer, or otherwise provide access to the Platform to any third party
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform
• Modify, adapt, translate, or create derivative works of the Platform
• Use the Platform for any unlawful, fraudulent, offensive, or unauthorised purpose
• Circumvent any security mechanism, authentication system, or access control of the Platform
• Use the Platform to process data for any purpose not permitted under applicable law or these Terms
• Remove, obscure, or alter any proprietary notices, trademarks, or copyright legends on the Platform
• Access the Platform using automated tools, bots, or scripts except as expressly permitted in writing by DigiMRO
• Upload, transmit, or store any malware, viruses, or malicious code through the Platform
• Attempt to probe, scan, or test the vulnerability of the Platform or any connected systems without prior written authorisation from DigiMRO

3.1 Subscription Fees

Access to the Platform is subject to payment of the fees set out in the applicable Order Form or invoice. All fees are:

• Non-refundable except as expressly stated in the Order Form or as required by applicable law
• Exclusive of applicable taxes (including GST), which shall be payable by the Client in addition to the stated fees
• Due and payable within the payment period specified in the Order Form or invoice (default: 30 days from invoice date)

3.2 Late Payment

In the event of non-payment by the due date, DigiMRO reserves the right to:

• Charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower
• Suspend access to the Platform upon 7 days' prior written notice
• Terminate the Subscription Term upon 30 days' prior written notice if payment remains outstanding

3.3 Renewals and Cancellations

Unless otherwise specified in the Order Form, subscriptions auto-renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least 30 days before the end of the then-current term. The Client may cancel in accordance with the process set out in the applicable Order Form.

3.4 Fee Changes

DigiMRO may revise subscription fees at renewal by providing the Client with at least 30 days' prior written notice before the renewal date.

4.1 Ownership of Client Data

As between DigiMRO and the Client, the Client retains all ownership rights in and to Client Data. DigiMRO acquires no ownership interest in Client Data by virtue of these Terms.

4.2 Licence to Process Client Data

The Client grants DigiMRO a limited, non-exclusive licence to access, process, store, and use Client Data solely to the extent necessary to:

• Provide and maintain the Services
• Fulfil DigiMRO's obligations under these Terms
• Comply with applicable law

DigiMRO shall not use Client Data for any other purpose, including marketing or product development, without the Client's prior written consent.

4.3 Ownership of Platform and DigiMRO IP

The Platform, including all software, source code, object code, documentation, designs, interfaces, algorithms, and Intellectual Property Rights therein, is and shall remain the sole and exclusive property of DigiMRO and its licensors. Nothing in these Terms transfers any ownership rights in the Platform to the Client.

4.4 Feedback

If the Client provides DigiMRO with suggestions, ideas, or feedback regarding the Platform ("Feedback"), DigiMRO may freely use, incorporate, and commercialize such Feedback without any obligation to compensate or credit the Client.

5.1 Mutual Obligations

Each party agrees to:

• Hold the other party's Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the disclosing party's prior written consent, except to employees, contractors, or advisors on a need-to-know basis who are bound by equivalent confidentiality obligations
• Use Confidential Information solely for the purposes of performing obligations or exercising rights under these Terms
• Promptly notify the other party upon becoming aware of any actual or suspected unauthorised disclosure of Confidential Information

5.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no fault of the receiving party
• Was rightfully known to the receiving party prior to disclosure without restriction
• Is independently developed by the receiving party without use of the Confidential Information
• Is required to be disclosed by applicable law, court order, or regulatory authority, provided the receiving party gives the disclosing party prompt written notice (where permitted) and cooperates in seeking a protective order

5.3 Survival

Confidentiality obligations shall survive the expiry or termination of these Terms for a period of 3 (three) years.

6.1 Privacy Policy

The collection, use, and processing of Personal Data in connection with the Platform is governed by DigiMRO's Privacy Policy, which is incorporated into these Terms by reference and available on our Privacy Policy page.

6.2 Client's Data Protection Obligations

The Client, as Data Fiduciary in respect of its employees', visitors', and contractors' Personal Data processed through the Platform, is solely responsible for:

• Providing appropriate notice to and obtaining valid consents from Data Principals as required under the DPDPA, 2023 and other applicable data protection laws
• Ensuring that its instructions to DigiMRO for processing Personal Data are lawful
• Compliance with all applicable data protection laws in connection with its use of the Platform

10.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, neither party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, data, goodwill, or business opportunity, arising out of or in connection with these Terms, even if advised of the possibility of such damages.

10.2 Cap on Liability

DigiMRO's total aggregate liability to the Client arising out of or in connection with these Terms shall not exceed the total fees actually paid by the Client to DigiMRO in the previous one (1) month immediately preceding the event giving rise to the claim.

11.1 Client Indemnity

The Client shall indemnify, defend, and hold harmless DigiMRO and its officers, directors, employees, group companies and agents from and against any third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to:

• The Client's breach of these Terms
• The Client's misuse of the Platform
• The Client's violation of any applicable law, including data protection laws
• Any claim by a Data Principal arising from the Client's failure to obtain required consents or provide required notices
• Any third-party claim arising from Client Data uploaded or processed through the Platform

12.1 Term

These Terms remain in effect for the duration of the Subscription Term and continue until terminated in accordance with this clause.

12.2 Termination for Convenience

DigiMRO may terminate these Terms upon 30 days' prior written notice to the other party, unless a different notice period is specified in the Order Form.

12.3 Termination for Cause

DigiMRO may terminate these Terms immediately upon written notice if:

• The other party materially breaches these Terms and fails to cure such breach within 15 days of receiving written notice specifying the breach
• The other party becomes insolvent, is dissolved, or is subject to insolvency proceedings under the Insolvency and Bankruptcy Code, 2016

DigiMRO may additionally suspend or terminate the Client's access immediately upon written notice in the event of:

12.4 Effect of Termination

Upon termination or expiry:

• All access rights granted under these Terms cease immediately
• Each party shall return or destroy the other party's Confidential Information upon request, subject to any legal retention obligations
• Client Data shall be handled in accordance with Clause 5.5
• All accrued payment obligations and any provisions that by their nature should survive (including Clauses 5.3, 6, 10.2, 11, 12, 14, 15, and 16) shall survive termination

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

15.2 Dispute Resolution

In the event of any dispute, controversy, or claim arising out of or in connection with these Terms, the parties shall first attempt to resolve the matter through good-faith negotiations for a period of 30 days from the date of written notice of the dispute.

If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, with the seat and venue of arbitration at New Delhi, India. The language of arbitration shall be English.

Pending resolution of any dispute, the parties shall continue to perform their respective obligations under these Terms. The courts at New Delhi shall have exclusive jurisdiction over any interim relief applications or matters not subject to arbitration.

15.3 Notices

All notices under these Terms shall be in writing and delivered by email (with confirmation of receipt) or by registered post to the addresses specified in the Order Form or as otherwise notified in writing. Notices to DigiMRO shall be addressed to: info@digimro.com.

15.4 Relationship of Parties

The parties are independent contractors. Nothing in these Terms creates or implies a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other.

15.5 Assignment

The Client may not assign, transfer, or novate any of its rights or obligations under these Terms without DigiMRO's prior written consent. DigiMRO may assign these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, with 30 days' prior written notice to the Client. Any purported assignment in breach of this clause is void.

15.6 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

15.7 Waiver

No failure or delay by either party in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

15.8 Entire Agreement

These Terms, together with the Privacy Policy, DPA, EULA, and any applicable Order Form or MSA, constitute the entire agreement between the parties with respect to the Platform and supersede all prior discussions, representations, or agreements relating to the subject matter hereof. In the event of conflict, the order of precedence is: MSA/Order Form > these Terms > Privacy Policy.

15.9 Compliance with Laws

Each party shall comply with all applicable laws and regulations in connection with its obligations under these Terms, including the Information Technology Act, 2000, the DPDPA, 2023, and all applicable data protection, cybersecurity, and export control laws.

15.10 Amendments

No amendment to these Terms shall be valid unless made in writing and signed by authorised representatives of both parties, except for DigiMRO's right to update these Terms as described in Clause 14.