Terms & conditions

Please read these Terms and Conditions ("Terms") carefully before using the services provided by Basiq360 ("Basiq360," "we," "us," or "our"). These Terms govern your access to and use of our software licenses and customization services.

By accessing or using any part of our services, you agree to be bound by these Terms. If you do not agree to all the Terms, then you may not access the services.

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1. Definitions

"Software" refers to the proprietary software products licensed by Basiq360 to the Customer.

"License" refers to the non-exclusive, non-transferable, limited right granted by Basiq360 to the Customer to use the Software, as specified in the applicable Order Form.

"Services" refers to any customization, implementation, training, support, or other services provided by Basiq360 to the Customer in relation to the Software, as specified in the applicable Order Form.

"Customer," "you," or "your" refers to the individual or entity acquiring Software Licenses and/or Services from Basiq360.

"Order Form" refers to the separate document, quotation, or agreement executed by both parties that details the specific Software Licenses, Services, pricing, and other commercial terms.

"Effective Date" refers to the date of execution of the Order Form or the date of your initial use of the Software or Services, whichever is earlier.

"Confidential Information" refers to any non-public information, whether written or oral, visual, or electronic, disclosed by one party to the other that is designated as confidential or that, by its nature, would reasonably be understood to be confidential.

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2. License Grant

2.1. Grant of License: Subject to the terms and conditions of these Terms and the applicable Order Form, Basiq360 grants you a non-exclusive, non-transferable, revocable, limited license to use the Software solely for your internal business operations during the License Term specified in the Order Form.11.1. Entire Agreement: These Terms, together with any applicable Order Forms, constitute the entire agreement between you and Basiq360 concerning the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

2.2. License Scope: The License permits use of the Software by the number of users, for the specific modules, and/or within the usage limits as expressly stated in the Order Form. Any use beyond these limits requires an additional License and may incur additional fees.

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2.3. Restrictions: You shall not, directly or indirectly:

a. Modify, adapt, translate, or create derivative works of the Software;

b. Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software;

c. Rent, lease, lend, sell, sublicense, assign, distribute, or otherwise transfer the Software or your rights to use the Software;

d. Use the Software for any unlawful purpose or in any manner that violates these Terms;

e. Remove or alter any proprietary notices or labels on the Software;

f. Allow any third party to access or use the Software, except as explicitly permitted by Basiq360 or within the scope of the License.

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3. Services

3.1. Provision of Services: Basiq360 will provide the Services described in the Order Form, including but not limited to software customization, implementation, and training, with reasonable care and skill.

3.2. Customer Cooperation: You agree to cooperate fully with Basiq360 in the provision of the Services, including:

a. Providing timely access to all necessary information, systems, personnel, and facilities;

b. Designating a qualified contact person to act as a liaison with Basiq360;

c. Reviewing and approving deliverables promptly;

d. Ensuring the accuracy and completeness of all data and information provided to Basiq360.

Delays or additional costs incurred due to your failure to provide timely cooperation may result in additional charges.

3.3. Change Requests: Any changes to the scope of the Services specified in an Order Form must be mutually agreed upon in writing by both parties. Such changes may impact the timeline and cost of the Services.

3.4. Acceptance of Customization: Upon completion of customization work, Basiq360 will notify you. You agree to test and review the customized Software within a reasonable period (e.g., 7-14 days) and provide written acceptance or detailed bug reports/issues. If no written acceptance or issues are received within the specified period, the customization will be deemed accepted.

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4. Fees and Payment

4.1. Fees: You agree to pay Basiq360 all fees for the Software Licenses and Services as set forth in the applicable Order Form. Unless otherwise stated, all fees are in Indian Rupees (INR).

4.2. Payment Terms: Payment terms will be specified in the Order Form (e.g., net 30 days from invoice date). All payments are non-refundable unless expressly stated otherwise in these Terms or an Order Form.

4.3. Late Payments: If any amount is not paid by the due date, Basiq360 reserves the right to:

a. Charge a late payment fee of 3% per month or the maximum rate permitted by law, whichever is lower, on the overdue balance;

b. Suspend or terminate your access to the Software and/or Services until all overdue amounts are paid in full;

c. Pursue any other legal remedies available.

4.4. Taxes: All fees are exclusive of any taxes, duties, levies, or similar governmental assessments, including GST, which shall be your responsibility. You agree to pay all such taxes imposed on the transactions contemplated by these Terms, excluding taxes based on Basiq360's net income.

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5. Intellectual Property Rights

5.1. Basiq360 Ownership: You acknowledge that the Software, including all customizations, modifications, enhancements, and derivative works made by Basiq360, and all related intellectual property rights (including copyrights, patents, trademarks, trade secrets) are and shall remain the exclusive property of Basiq360 or its licensors. These Terms do not grant you any ownership interest in the Software.

5.2. Customer Data: You retain all ownership rights to any data, information, or content that you provide to Basiq360 for the purpose of using the Software or Services ("Customer Data"). You grant Basiq360 a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display Customer Data solely for the purpose of providing the Software and Services to you.

5.3. Feedback: If you provide Basiq360 with any suggestions, enhancement requests, recommendations, or other feedback relating to the Software or Services ("Feedback"), you hereby grant Basiq360 a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into its products and services.

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6. Confidentiality

6.1. Obligations: Each party ("Receiving Party") agrees to protect the Confidential Information of the other party ("Disclosing Party") with the same degree of care that it uses to protect its own similar Confidential Information, but in no event less than reasonable care. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than as necessary to perform its obligations or exercise its rights under these Terms.

6.2. Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available without breach of these Terms; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information.

6.3. Compelled Disclosure: The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives the Disclosing Party prompt notice (to the extent legally permissible) and cooperates with the Disclosing Party's efforts to obtain a protective order.

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7. Warranties and Disclaimers

7.1. Basiq360 Warranties: Basiq360 warrants that:

a. The Software will perform substantially in accordance with its documentation under normal use;

b. The Services will be performed in a professional and workmanlike manner.

This warranty does not cover issues arising from misuse, unauthorized modifications, or use of the Software outside its specifications.

7.2. Customer Warranties: You warrant that you have the full power and authority to enter into these Terms and that any Customer Data provided by you does not infringe on the intellectual property rights of any third party.

7.3. Disclaimer: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.1, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THAT THE SOFTWARE OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR MEET YOUR SPECIFIC REQUIREMENTS. BASIQ360 DOES NOT WARRANT THAT THE SOFTWARE WILL BE COMPATIBLE WITH ALL SYSTEMS OR THAT ALL DEFECTS CAN OR WILL BE CORRECTED.

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8. Limitation of Liability

8.1. Exclusion of Consequential Damages: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BASIQ360 BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR INABILITY TO USE THE SOFTWARE OR SERVICES, EVEN IF BASIQ360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. Cap on Liability: IN NO EVENT SHALL BASIQ360'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SOFTWARE OR SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO BASIQ360 UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

8.3. Basis of the Bargain: The limitations of liability set forth in this Section 8 are fundamental elements of the basis of the bargain between Basiq360 and you. Basiq360 would not be able to provide the Software or Services on an economic basis without such limitations.

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9. Indemnification

9.1. By Basiq360: Basiq360 will defend and indemnify you against any third-party claim that the Software, when used in accordance with these Terms, infringes any patent, copyright, or trademark of such third party, provided that: (a) you give prompt written notice of the claim to Basiq360; (b) Basiq360 has sole control of the defense and settlement; and (c) you provide reasonable cooperation. If the Software is found to be infringing, Basiq360 may, at its option, (i) procure the right for you to continue using the Software, (ii) modify the Software to make it non-infringing, or (iii) terminate the infringing License and refund any unearned pre-paid fees for the remainder of the then-current License Term. Basiq360 shall have no liability for any infringement claim arising from (x) use of the Software in combination with other products not supplied by Basiq360, (y) modifications to the Software not made by Basiq360, or (z) your failure to use updated versions of the Software provided by Basiq360.

9.2. By Customer: You agree to defend, indemnify, and hold harmless Basiq360, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (a) your use of and access to the Software or Services; (b) your violation of any term of these Terms; (c) your violation of any third-party right, including without limitation any intellectual property, privacy, or publicity right; or (d) any claim that your Customer Data caused damage to a third party.

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10. Term and Termination

10.1. Term: These Terms commence on the Effective Date and remain in effect until all Order Forms have expired or been terminated, or until terminated earlier as provided herein. The License Term for the Software will be specified in the applicable Order Form. Services engagements will typically be for the duration specified in the Order Form.

10.2. Termination for Cause: Either party may terminate these Terms or any Order Form immediately upon written notice if the other party:

a. Materially breaches these Terms or an Order Form and fails to cure such breach within thirty (30) days of receiving written notice thereof;

b. Becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

10.3. Effect of Termination: Upon termination of these Terms or an Order Form for any reason:

a. All rights and Licenses granted to you hereunder will immediately terminate;

b. You must immediately cease all use of the Software and, at Basiq360's option, return or destroy all copies of the Software and Confidential Information;

c. All outstanding unpaid amounts become immediately due and payable;

D. Sections 4 (Fees and Payment - for accrued fees), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Warranties and Disclaimers), 8 (Limitation of Liability), 9 (Indemnification), 10.3 (Effect of Termination), and 11 (General Provisions) shall survive any termination or expiration of these Terms.

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11. General Provisions

11.1. Entire Agreement: These Terms, together with any applicable Order Forms, constitute the entire agreement between you and Basiq360 concerning the subject matter hereof and supersede all prior or contemporaneous communications, agreements, and understandings, whether oral or written.

11.2. Governing Law and Jurisdiction: These Terms shall be governed by and construed in accordance with the laws of Haryana, India, without regard to its conflict of law principles. Any legal action or proceeding arising under these Terms shall be brought exclusively in the courts located in Faridabad, Haryana, and the parties hereby consent to the personal jurisdiction and venue therein.

11.3. Force Majeure: Neither party shall be liable for any delay or failure in performance of its obligations under these Terms (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

11.4. Assignment: You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of Basiq360. Basiq360 may assign these Terms or any of its rights or obligations hereunder without your consent.

11.5. Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision, and Basiq360's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

11.6. Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.7. Notices: All notices required or permitted under these Terms must be in writing and delivered to the addresses set forth in the Order Form or to such other address as either party may specify in writing. Notices will be deemed given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by recognized overnight courier.

11.8. Relationship of the Parties: Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties.

11.9. Amendments: Basiq360 reserves the right to amend these Terms at any time by posting the revised Terms on its website or providing notice to you. Your continued use of the Software or Services after such changes constitutes your acceptance of the new Terms. If you do not agree to the new Terms, you must stop using the Software and Services.

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