1. SCOPE OF SERVICES
The Provider shall grant the Client access to its cloud-based SaaS platform known as Track CRP, which includes functionalities as described in the Order Form and relevant Documentation.
The software shall be made available on a per-user, per-month subscription basis as defined in the applicable Order Form.
2. ORDER FORMS
Specific services, pricing, subscription duration, and number of users shall be set forth in individual Order Forms executed by both Parties and incorporated into this Agreement by reference.
3. FEES AND PAYMENT
3.1. The Client shall pay fees as per the Order Form, calculated on the number of active users per month.
3.2. Invoices shall be raised [monthly/quarterly/annual], and payments are due within [15] days from the date of invoice.
3.3. Any delay in payment may attract an interest of 10% on the overdue amount.
3.4. All fees are exclusive of applicable taxes including GST, which shall be borne by the Client.
4. TERM AND TERMINATION
4.1. This Agreement shall commence on the Effective Date and remain in effect unless terminated as per the terms herein.
4.2. Either Party may terminate the Agreement:
- With 30 days’ written notice, or
- Immediately for cause, including breach of terms, non-payment, or legal insolvency.
4.3. Upon termination:
- Access to the platform will be revoked.
- Client data will be retained for [30 days] and then permanently deleted unless otherwise agreed.
5. CLIENT RESPONSIBILITIES
- Maintain confidentiality of login credentials.
- Ensure compliance with applicable laws and usage restrictions.
- Provide accurate and complete user and usage data.
6. SERVICE LEVELS AND SUPPORT
- The Provider shall make commercially reasonable efforts to maintain 99.5% uptime excluding scheduled maintenance.
- Support shall be available via [email/chat/portal] during [support hours].
7. INTELLECTUAL PROPERTY
- All rights, title, and interest in the software, documentation, and associated IP belong solely to the Provider.
- The Client is granted a limited, non-exclusive, non-transferable license to use the software during the subscription period.
8. DATA PRIVACY AND SECURITY
- The Provider shall implement reasonable security practices and procedures in accordance with applicable Indian data protection laws.
- Client data shall not be accessed or used except to provide the services or as required by law.
9. CONFIDENTIALITY
- Both Parties agree to keep confidential all non-public information disclosed in connection with this Agreement.
- This clause shall survive the termination of the Agreement for a period of 2 years.
10. LIMITATION OF LIABILITY
- Neither Party shall be liable for indirect, incidental, or consequential damages.
- The Provider’s total liability under this Agreement shall be limited to the fees paid by the Client in the preceding 6 months.
11. INDEMNITY
Each Party agrees to indemnify the other against third-party claims arising from gross negligence, willful misconduct, or breach of this Agreement.
12. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of India, and the courts of Nashik, Maharashtra shall have exclusive jurisdiction.
13. MISCELLANEOUS
- Entire Agreement: This Agreement along with Order Forms constitutes the entire agreement.
- Amendments: Must be in writing and signed by both Parties.
- Assignment: Neither Party may assign its rights without prior written consent.