Master Services Agreement
BY AFFIXING YOUR SIGNATURE TO THE FEE QUOTATION, YOU ARE CONSENTING AND AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
1. GENERAL
1.1. This Agreement governs the use of the services pertaining to various background verification and related services including but not limited to “background verification”, “video know your customer”, “offline know your customer verification” and such other products and services as may be offered by IDfy from time to time. This Agreement and any additional terms set out in the Fee Quotation and/or posted on this site from time to time together constitutes and represents the whole agreement and understanding between IDfy and the persons/Users/Client/Customer who avail the Software (defined below) and Services (defined below).
1.2. In the event that any of the terms or provisions herein conflict with any additional terms or other terms contained within any other document of IDfy, then this Agreement shall prevail.
1.3. References to “Ourselves”, “We” or “Us” in this Agreement, are to “Baldor Technologies Pvt. Ltd.” and “IDfy”, a company incorporated under the Companies Act, 1956 whose C.I.N. is U74900MH2011PTC291275, having its corporate office at SKYLINE ICON, 8th Floor, Unit no. 801 – 804, Chimat Pada, Marol, Andheri East, Mumbai – 400059, Maharashtra, India, website: www.idfy.com, telephone number: (+91) 22 4914 7777, fax number: (+91) 22 4914 7725 and email id: contactus@idfy.com. only.
1.4. References to “User”, “Client”, “Customer”, “You” and “Your” refers to you, the person or the user accessing this website, Services or Software as offered by IDfy. These terms “User”, “Client”, “Customer” of this agreement shall be construed accordingly.
1.5. References to the “Website” in this Agreement shall mean www.IDfy.com and its contents.
1.6. References to “Party”, “Parties” or “Us” are to the Customer and IDfy.
2. DEFINITIONS
| Agreement | means this master services agreement between IDfy and You. |
| Applicable Law | means any law, rule, regulation, direction, master direction, circular, notification, ordinance, order, treaty, judgment, decree, injunction, permit or decision of any central, state or local government, authority, agency, court or other body having jurisdiction over the matter in question, as may be in force from time to time. |
| API | means Application Programming Interface, as that term is generally understood in the information technology industry. |
| Business Day | means a day that is not a Sunday, or a public holiday or a bank holiday under the Negotiable Instruments Act, 1881 at Mumbai. |
| Confidential Information | means any information (regardless of being identified or marked as ‘confidential’ or ‘proprietary’) received by one Party in relation to the other Party including (i) all information regarding any affiliates, group companies, businesses, employees, customers, suppliers, contractors, other third parties conducting business with such other Party, affiliates, group companies, customers or other technical and commercial matters; (ii) customer identification information, sensitive personal information, products, services, legal, financial, commercial, marketing and business related records, data, documents, reports, drawings, models, samples, disks, data, client information, any copies thereof; (iii) any information which is marked as ‘confidential’, and (v) any information which according to Applicable Law is confidential or sensitive information. |
| Fee Quotation | means the quotation setting out the fees, associated commercial terms and services that shall be provided by IDfy in relation to the Services opted by the User. |
| IPR | means: (i) any invention (whether patentable or not and whether or not reduced to practice), any improvement thereto, any patent, patent application and patent disclosure, together with any reissuance, continuation, continuation-in-part, revision, extension and re-examination thereof; (ii) any trademark, service mark, trade dress, logo, trade name, and corporate name, together with any translation, adaptation, derivation, and combination thereof and including any goodwill associated therewith, and any application, registration, and renewal in connection therewith; (c) any copyrightable work, any copyright, and any application, registration, and renewal in connection therewith; (d) any mask works and any application, registrations, and renewals in connection therewith; (e) any trade secret and confidential business information (including any idea, research and development, know-how, formula, compositions, manufacturing and production process and technique, technical data, design, drawing, specification, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals); (f) any computer software (including data and related documentation); (g) any other proprietary right; (h) any copies and tangible embodiments thereof (in whatever form or medium); (i) any license or sublicense of an intellectual property, whether exclusive or non-exclusive; and (j) any software, features, design, programming, application, development work and / or promotion, advertising which in any way contributes / supports, tests, helps the business of the Party concerned whether developed by that Party or employees of that Party or outsourced by that Party. |
| Services | means the services to be provided by IDfy under this Agreement as listed in Fee Quotation. |
| Software | means the meaning ascribed to such term in clause 3.2. |
| Verification Subject/s | means the individuals in respect of whom You shall provide IDfy with all consents, authorisations, permissions, supporting documents, and any other information as may be required by IDfy. |
(a) words denoting the singular include the plural and vice versa;
(b) references to a specified clause or Annexure of this Agreement shall be construed as a reference to that specified clause or Annexure;
(c) the headings and titles in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement;
(d) reference to statutory provisions shall be construed as meaning and including references also to any amendment or re- enactment (whether before or after the date of this Agreement) for the time being in force and to all statutory instruments or orders made pursuant to such statutory provisions; and
(e) the annexures hereto form part of this Agreement and shall have the same force and effect as if expressly set out in the body of this Agreement.
3. INTELLECTUAL PROPERTY RIGHTS
3.1. Each Party acknowledges that, as between the Parties, the other Party owns all right, title, and interest in and to such other Party’s IPR, whether presently existing or later developed by such other Party. Nothing herein shall give either Party any right, title, or interest in any of the other Party’s IPR, or, except as provided herein, any right to use any of the other Party’s IPR in any manner.
3.2. You agree that IDfy shall retain absolute ownership and all rights, title, and interest to the software provided by IDfy (“Software”) and does not convey any proprietary rights or other interest therein to You by virtue of this Agreement. You shall have an only limited right to avail of the Services, facilitated by the Software, offered under the terms of this Agreement.
3.3. You hereby agree and undertake not to reproduce, communicate, modify or reverse engineer the Software. You must not copy or give any third party access to the Platform without the prior written consent of IDfy.
3.4. IDfy/ IDfy.com is/are an exclusive trademark of IDfy and use of the same would require a prior written permission of IDfy. The Software and system developed by IDfy solely belongs to IDfy
3.5. You agree to abide by all instructions provided on this site regarding the way you may use the Content.
4. SERVICE PERFORMANCE
4.1. The provision of the Services in respect of any Verification Subject shall be contingent upon the completion of any modifications or customizations to IDfy’s existing services software and platforms, in the manner agreed between Us and You, and/or in accordance with the timelines agreed between Us and You.
4.2. It is hereby clarified that IDfy is not under any direct contractual obligation with the Verification Subjects and is providing Services to You under a contractual obligation. You shall be responsible for ensuring compliance with Applicable Law, including without limitation, the provisions of Rules 5 and 6 of the Information Technology (Reasonable Security Practices And Procedures and Sensitive Personal Data or Information) Rules, 2011.
4.3. In the event You require us to provide services for Aadhaar card based verification, then You shall be responsible for ensuring compliance with the provisions of the Aadhaar (Targeted Delivery of Financial and Other Subsidies, Benefits and Services) Act, 2016, and the applicable Rules and Regulations framed thereunder (the “Aadhaar Act”) in relation to obtaining the consent of Verification Subjects for the performance of the Services, as well as the provisions of the Banking Regulation Act, 1959, and the directions, master directions (including, without limitation, the Reserve Bank of India’s RBI/DBR/2015-16/18, Master Direction DBR.AML.BC.No.81/14.01.001/2015-16 dated February 25, 2016 as updated from time to time), notifications, circulars, and other instructions and notifications issued by the Reserve Bank of India, the Securities and Exchange Board of India, or any other governmental authority from time to time, in relation, inter alia, to the ‘know your customer’ or ‘client due diligence’ processes applicable to You.
4.4. You understand and agree that the provision of Services by IDfy shall be in the manner as set forth in Fee Quotation.
5. REPRESENTATIONS AND WARRANTIES
(a) it is a body corporate duly incorporated under the laws of India;
(b) it has the power and authority to execute and deliver this Agreement and upon execution and delivery of the same, it shall be a legal, valid and binding obligation of that Party enforceable in accordance with its terms;
(c) the execution and delivery of this Agreement has been duly authorised by necessary corporate actions and approvals and does not require any further authorisation or consent of its shareholders or any third party; and
(d) the execution and performance of this Agreement by such Party does not violate any Applicable Law or violate or contravene the provisions of or constitute a default under any of its constitutional documents or any documents, contracts, agreements or other instruments to which it is a party or which is applicable to it.
5.2. You hereby represent and undertake that:
(a) You shall comply with all Applicable Laws (including anti-corruption and anti-money laundering laws) applicable to it;
(b) You shall promptly notify IDfy of any breach of its obligations or undertakings under this Agreement;
(c) You shall not breach the intellectual property rights of IDfy;
(d) You have obtained all such permissions, authorisations, and consents as may be required, and in such form as may be prescribed under, any Applicable Law, from the Verification Subjects, or shall provide any information to IDfy for the performance of the Services by IDfy under this Agreement.
6. TERM AND TERMINATION
6.1. This Agreement shall commence on the date of acceptance of this Agreement and shall remain in force until terminated in accordance with the provisions hereof (“Term”).
6.2. We may terminate the Services availed by you in the following circumstances:(a) Either Party may terminate this Agreement by giving the other Party 30 (thirty) days’ prior written notice of its desire to do so. (b) Either Party may terminate this Agreement immediately in the event if the other Party:
- (i) materially breaches its obligations hereunder in a manner that is irremediable, or if the other Party fails to remedy a remediable breach within 30 (thirty) days of being put on notice of such breach by the non-breaching Party, or
- (ii) undergoes a ‘change in control’, which shall mean a change in the legal, beneficial or equitable ownership of 50% (fifty percent) or more of the aggregate of all voting rights in such Party; or
- (iii) if a petition for winding-up, liquidation, striking off of the register, bankruptcy, or dissolution of the other Party is admitted by a court of law in India, or such other Party passes a resolution for voluntary winding-up.
(a) Your right to receive the Services under the Agreement shall immediately stand terminated
(b) there shall be no effect, adverse or otherwise, on the vested rights of either Party; and
(c) You will deliver to IDfy the credentials of the Software (including all attachments and parts) if any, and all documents, samples, and other materials which may have been provided by the IDfy in connection with the Software or the Services.
6.4. The provisions contained herein, in relation to, Clause 3 Intellectual Property, Clause 7 (Indemnification), Clause 9 (Confidentiality), Clause 16 (Governing Law and Dispute Resolution), Clause 17 (Non-Solicitation) shall survive any termination of this Agreement.
7. INDEMNIFICATION
(a) any inaccuracy in any of the representations made by the Indemnifying Party in this Agreement;
(b) any breach of any of the covenants, undertakings, or obligations in this Agreement by the Indemnifying Party;
(c) non-compliance with any Applicable Law by the Indemnifying Party in performing its respective duties or exercising its rights under this Agreement.
7.2. Without prejudice to the generality of the foregoing, You shall indemnify, defend and hold harmless IDfy, its directors, employees, and agents (the “IDfy Indemnified Party / Parties”) from and against any and all losses, liabilities, damages, deficiencies, demands, claims, actions, judgments or causes of action, assessments, interests, penalties and other costs or expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred or suffered by, or imposed upon or asserted against, an IDfy Indemnified Party based upon, or arising out of, any breach, non-compliance, or non-fulfillment of the requirements of, any Applicable Laws relating to the consents in relation to any Verification Subject.
8. LIMITATION OF LIABILITY
8.1 Notwithstanding anything contained in this Agreement, the entire and aggregate liability of one Party hereunder to the other (or its directors, employees and agents) whatsoever and howsoever arising and whether arising from any breach of the terms of this Agreement or otherwise, shall in no event exceed the total fee paid by You under this Agreement to IDfy in the 12 (Twelve)-month period preceding the incident giving rise to the relevant liability.
8.2 The Services shall be provided subject to and based upon the consent and/or information as provided by you. In case the details are inaccurate and do not comply with the Applicable Law, IDfy shall have no liability whatsoever.
8.3 We, our officers, directors, owners, agents, employees shall in no way be liable to you or anyone else for any direct, indirect, incidental or consequential damages or economic loss or injury resulting howsoever arising, whether in contract, tort or otherwise from your use or inability, or from any action or omission taken as a result of using the Software and/or Services or in connection with this Website, any other services or products provided to you.
9. CONFIDENTIALITY
9.1. Each Party recognises that in the course of the transactions envisaged in this Agreement, it may become privy to Confidential Information, whether in oral, written, audio or visual form, as a result of this Agreement or the transactions envisaged under this Agreement.
9.2. Each Party agrees that it shall:(a) keep confidential all the Confidential Information and shall not, without the prior written consent of the other Party, divulge such Confidential Information to any third party;
(b) limit internal dissemination of such Confidential Information to only those individuals whose duties justify their need to know such information;
(c) use the Confidential Information only for the purposes contemplated in this Agreement or for which it was provided and not profit from the same in an unauthorised manner;
(d) provide for the preservation of all Confidential Information in accordance with the requirements of Applicable Law;
(e) immediately upon request by the other Party, return or destroy all Confidential Information together with any copies thereof; and
(f) maintain secure systems to ensure that there is no breach of its own internal security which may result in any leakage or disclosure of Confidential Information to any third party.
10. THIRD PARTY
(a) Shall not be liable or responsible in any manner whatsoever for any liability or action arising as a result of, or in relation to, the unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services; and
(b) Shall not be considered to be in default of any of its obligations or responsibilities under this Agreement arising out of such unavailability, inaccessibility, inefficiency in performance, or inaccuracy of results obtained from, such Third-Party Services, whether by way of exceeding the turn-around-time (“TAT”) in relation to any particular instance of a Service, or any inaccuracy in any written report or information provided by IDfy to the Client, or any other component of any instance of a Service, or otherwise.
11. FORCE MAJEURE
We shall not be liable for any delay, interruption or failure in the provisioning of Software and Services if caused by acts of God, declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, strike or other labour disturbance, power outage, cyber-attacks, epidemic/pandemic , lockdowns (to the extent the performance of the obligations by either party are not possible through online mode) or data breaches (to the extent beyond the reasonable control of IDfy) water outage, war (whether declared or not), sabotage, order or decree of any court, or action of any governmental authority, the inability to obtain equipment, supplies or other facilities or, other similar or dissimilar events beyond our control that may prevent or delay the provisioning of Software and Services.
12. SEVERABILITY AND AMENDMENT
If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent for any reason including by reason of any Applicable Law, the remainder of this Agreement and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by Applicable Law.
Any invalid or unenforceable provision of this Agreement shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
13. WAIVER
No waiver of any of the provisions of this Agreement will be deemed to constitute a waiver of any other provision nor shall such a waiver constitute a continuing waiver unless otherwise expressly provided in writing duly executed by the party to be bound thereby.
14. ENTIRE AGREEMENT
This Agreement, as may be updated from time to time and posted at www.idfy.com represents the complete agreement and understanding between us with respect to the Software and Services, and supersedes any other written or oral agreement.
15. NOTICES
15.1. Any notice, request, demands or other communication required or permitted to be given under this Agreement (“Notice”) shall be written in English and shall be delivered in any of the following modes of communication: hand delivery or delivery by courier, or by registered post with acknowledgement due or transmitted by e-mail and properly addressed; provided where the Notice has been sent by e-mail, the notice shall also be sent by a nationally recognised courier service or registered-post or hand-delivery, to Us or You at the respective addresses we provide to each other or to such other address as We or You may from time to time specify by notice to the other given as provided in this paragraph.
15.2. Notices shall be deemed to have been validly given (i) when delivered, if Notice has been given by hand delivery; (ii) within 3 (three) days of dispatch of the said Notice, if sent by prepaid registered post with acknowledgement due or by nationally recognised courier service, or (iii) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.
15.3. For notices to IDfy:
Attention: Mr. Ashok Hariharan
Address: SKYLINE ICON, 8th Floor, Unit no. 801 – 804,
Chimat Pada, Marol, Andheri East, Mumbai – 400059, Maharashtra, India,
Telephone: +91-2249147777
E-mail: ashok@IDfy.com
16. GOVERNING LAW AND DISPUTE RESOLUTION
16.1. Notwithstanding anything contained in this Agreement, all disputes arising in connection with this Agreement shall, to the extent possible, be settled amicably by prompt negotiations between the representatives of the Parties. In the event of any failure to settle the disputes by mutual negotiations within thirty (30) days of the commencement of the negotiations, the Parties shall refer the same to arbitration to a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration Rules or any other statutory modification, amendment or re-enactment thereof from time to time in force. The decision of the sole arbitrator shall be final and binding on the Parties. The seat and venue of Arbitration will be Mumbai, India. The language of Arbitration shall be English. Nothing contained herein shall restrict either Party from seeking any interim injunctive or other equitable relief as may be necessary or appropriate to prevent /irreparable loss or harm and mitigate damages from a court of appropriate jurisdiction. The Parties shall bear their respective cost incurred by them for Arbitration.
16.2. This Agreement will be governed by the laws of India. Subject to applicable Law, all disputes between the Parties in relation to this Agreement will be subject to the exclusive jurisdiction of courts in Mumbai, India.
17. NON-SOLICITATION
17.1. Each Party hereby covenants and agrees that it shall not, without the prior written consent of the other Party, directly or indirectly, solicit the employment of any of the directors or employees of the other Party, during the Term and for a period of 3 (three) months thereafter. This clause shall not be applicable in case of recruitment through independent advertisements/sources
18. DISCLAIMER
18.1. YOU ACKNOWLEDGE AND AGREE THAT GIVEN THE VERY NATURE OF SOFTWARE CODE AND DEVELOPMENT, THERE MAY,DESPITE ALL REASONABLE PRECAUTIONS AND DILIGENCE ON IDFY’S PART, BE UNFORESEEN ERRORS, BREAKAGES,DOWNTIME, BUGS, OR CRASHES AFFECTING THE SERVICE. IDFY DOES NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE, WHETHER ON BEHALF OF ITSELF OR THIRD PARTIES, THAT THE SERVICES, OR ANY OTHER APPLICATIONS,WEBSITE, PRODUCTS, FUNCTIONS OR SERVICES OFFERED OR MADE AVAILABLE BY IDFY UNDER THIS AGREEMENT WILL BE ERROR-FREE OR WORK IN AN UNINTERRUPTED MANNER, OR THAT THE SERVICES, ITS APPLICATIONS, OR SERVERS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND YOU HEREBY EXPRESSLY ACCEPT ANY AND ALL ASSOCIATED RISKS INVOLVED WITH ITS USE THEREOF. YOU AGREE AND UNDERTAKE THAT YOU MAY ACCESS THE SERVICE OR IDFY’S WEBSITE AT ITS SOLE RISK, USING ITS BEST AND PRUDENT JUDGEMENT.
18.2. YOU AGREE THAT YOUR USE OF OUR PRODUCTS OR SERVICES OR IDFY’S WEBSITE IS AT YOUR SOLE RISK, WHICH IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. OTHER THAN THE WARRANTIES EXPLICITLY SET OUT IN THIS AGREEMENT, IDFY AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
19. ADDITIONAL TERMS AND CONDITIONS
19.1. Any cancellation within 24 hours (1 Working Day) of receipt of the service request by the Service Provider shall not be charged. Cancellations received beyond 24 hours (1 Working Day) will be subject to 100% of the applicable fee.
19.2. All re-initiation and re-verification requests received from the Client for Services already completed shall be treated as a new service request and the Service Provider shall charge the applicable fee for such request. The Client acknowledges that the responsibility of ensuring that no duplicate service requests are submitted to the Service Provider rests with the Client. The Service Provider shall not be responsible for the same, and if processed, shall charge the applicable fee.
19.3. IDfy shall raise an invoice every month for the Fees applicable in respect of the Services provided in the previous calendar month. Upon such raising of the invoice, the Client shall raise a dispute, if any, in relation to the invoice, within 7 (Seven) days of the date of such invoice; in the event the Client does not raise a dispute in relation to an invoice within the aforesaid period or does not communicate its approval of the invoice within such aforesaid period, the invoice shall be treated as undisputed. IDfy shall raise invoices in a timely manner capturing all necessary details (including the GSTIN) under Applicable Law for the Services. IDfy shall raise and provide invoices to the Client in soft copy form and via email, with an electronic signature (which the Parties agree shall have the same effect as a physical signature), affixed to such invoices. No invoices raised in accordance with the provisions of this Clause 4.2 would be modified under any circumstances. Any adjustment to invoices may only be by way of issue of credit note/ debit note as the case may be, and at the discretion of IDfy.
