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Setup Support Services Agreement


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Setup Support 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.

This Setup Support Services Agreement (“Agreement”) is between IDfy and You for the rendering of support services in relation to integration and aid the use of IDfy\’s Products and Services (defined below).  

This Agreement governs the integration of support services pertaining to various verification and related products and/or services “offline know your customer verification”, “video knows your customer”, “background verification” or such other services (offered by IDfy from time to time) as may be opted by You (“IDfy Products and Services”).

1. Definitions and Interpretations

(a) References to “IDfy”, “Ourselves”, \”We\” or \”Us\” in this Agreement, are to “Baldor Technologies Private Limited, a company incorporated under the Companies Act, 1956 whose C.I.N. is U74900MH2011PTC291275, having its registered office and corporate offices at 4-F, Rushabh Chambers, Plot No.609, Off Makwana Road, Marol Naka, Andheri (East), Mumbai Maharashtra – 400059, India, website: www.IDfy.com,      
(b) References to “User”, “Client”, “Customer”, \”You\” and “Your” refers to you, the person or the user availing the Integration Services of IDfy Products and Services as offered by IDfy from time to time. These terms “User”, “Client”, shall be construed accordingly.
(c) References to the “Website\” in this Agreement shall mean www.IDfy.com and include reference to its contents.
(d) References to “Party”, “Parties” or “Us” are to the Customer and IDfy.
(e) References to \”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.
(f) References to \”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

      (iv) any information which according to Applicable Law is confidential or sensitive information.

(g) References to \”Intellectual Property\” means any and all of the following in any jurisdiction throughout the world

      (i) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

      (ii) copyrights, including all applications and registrations related to the foregoing,

      (iii) trade secrets and confidential know-how,

      (iv) patents and patent applications,

      (v) websites and internet domain name registrations, and

other intellectual property and proprietary rights, interests, and protections (including all rights to sue and recover and retain damages, costs, and attorneys\’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

(h) References to \”Permits\” means all material licenses, consents, franchises, permits, certificates, approvals, and authorizations, from governmental authorities or third parties necessary for the ownership and operation of the party\’s business.

(i) References to “Fee Quotation” means the quotation setting out the fees, associated commercial terms, and services agreed between the User and IDfy with respect to IDfy Products and Services.

(j) In this Agreement, unless the context otherwise requires:

     (i) words denoting the singular include the plural and vice versa;

     (ii) references to a specified clause or Annexure of this Agreement shall be construed as a reference to that specified clause or Annexure;

     (iii) the headings and titles in this Agreement are for reference only and shall not affect the construction or interpretation of this Agreement;

     (iv) 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

     (v) the annexures and schedules 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.

2. Integration Services – Scope and Fees

IDfy shall provide on a commercially reasonable basis, advisory and support services in relation to the integration of IDfy Products and Services as set out on the [insert URL address] (\”Integration Services\”) with Your systems and software. IDfy shall use its commercially reasonable efforts for performing such Integration Services that may be requested by You to integrate, assimilate, or otherwise to function with Your systems, the fee for which is provided in the Fee Quotation.

3. Term

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”).

4. Representations and Warranties

4.1  Each Party hereby represents and undertakes to the other Party that:

(i)   it is a body corporate duly incorporated under the laws of India;

(ii)  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; and

(iii) 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 Permits from any third party.

(iv) 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. Intellectual Property Rights

Each Party acknowledges that, as between the Parties, the other Party owns all right, title, and interest in and to such other Party’s Intellectual Property rights, 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 Intellectual Property rights, or, except as provided herein, any right to use any of the other Party’s Intellectual Property rights in any manner.

5.1. You agree that IDfy shall retain absolute ownership and all rights, title, and interest to the IDfy Products and Services provided to You and does not convey any proprietary rights or other interest therein or in the services to You by virtue of this Agreement. You shall have an only limited right to avail of the Integration Services, offered under the terms of this Agreement.
5.2. You hereby agree and undertake not to reproduce, communicate, modify or reverse engineer any software of IDfy. 
5.3. 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 belong to IDfy.
5.4. You agree to abide by all instructions provided on this Website.
5.5. Upon you agreeing to comply with these terms, you shall be granted a non-exclusive, non-transferable, limited right to enter, view, and use the Website.
5.6. You acknowledge and agree that given the very nature of (i) software code and development; (ii) the Implementation Services, there may, despite all reasonable precautions and diligence on IDfy’s part, be unforeseen errors, flaws, 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 it 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.

6. Confidentiality Obligations

6.1. Each Party recognizes 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. 
6.2. Each Party agrees that it shall:

(i) 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;

(ii) limit internal dissemination of such Confidential Information to only those individuals whose duties justify their need to know such information;

(iii) 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 unauthorized manner; 

(iv) provide for the preservation of all Confidential Information in accordance with the requirements of Applicable Law;

(v) immediately upon request by the other Party, return or destroy all Confidential Information together with any copies thereof; and

(vi) 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.

7. Term and Termination

7.1. This Agreement may be terminated by:

(i) either Party upon 7 (seven) days prior written notice to the other Party of its desire to do so; 

(ii) either Party by written notice of 7 (seven) Business Days to the other party if a law, order or government decision comes into force which makes it unlawful for either You or IDfy to carry on their respective businesses;

(iii) either Party with immediate effect in the event that the other Party 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 

(iv) either Party 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;

(v) upon lawful termination of the master service agreement executed between You and We (“MSA”) as set out in Annexure-II to the Fee quotation.

7.2. Upon the termination of this Agreement: 

(i) Your right to receive the Integration Services under the Agreement shall immediately stand terminated; 

(ii) there shall be no effect, adverse or otherwise, on the vested rights of either Party;

(iii) 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 IDfy Products and Services.

8. Indemnification

Without prejudice to any other right available under Applicable Law, You (“Indemnifying Party”) shall indemnify, defend and hold harmless IDfy, its affiliates, directors, officers and employees (collectively, the “Indemnified 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, the Indemnified Parties directly arising out of:

8.1. any inaccuracy in any of the representations made by the Indemnifying Party in this Agreement; 
8.2. any breach of any of the covenants, undertakings, or obligations in this Agreement by the Indemnifying Party; 
8.3. non-compliance with any Applicable Law by the Indemnifying Party in performing its respective duties or exercising its rights under this Agreement; 
8.4. If a third party brings a claim against IDfy alleging that Your use of the services or material provided by You infringes that party’s intellectual property rights.

9. Limitation on Liability

Neither Party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for good will or otherwise made in connection with the business contemplated by this Agreement, solely as a result of the expiration or permitted or lawful termination of this Agreement.

10. Limitation on Liability

Neither Party shall have the right to recover damages or to indemnification of any nature, whether by way of lost profits, expenditures for promotion, payment for goodwill or otherwise made in connection with the business contemplated by this Agreement, solely as a result of the expiration or permitted or lawful termination of this Agreement.

 

9.1. YOU AGREE THAT YOUR USE OF INTEGRATION SERVICES OR THE INTEGRATION OF IDFY PRODUCTS AND SERVICES AND/OR THE 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.
9.2. UNDER NO CIRCUMSTANCES WILL THE TOTAL LIABILITY OF EITHER PARTY AND ITS SUPPLIERS AND LICENSORS OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE SHALL EXCEED TOTAL FEE PAID BY YOU UNDER THE MSA TO IDFY IN THE 12 (TWELVE) MONTH PERIOD PRECEDING THE INCIDENT GIVING RISE TO THE RELEVANT LIABILITY.

10. No Relationship

Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

11. No Authority

Neither party has the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

12. Assignment

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party\’s written consent.

13. Notices

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 acknowledgment 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 recognized 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.

 

13.1. 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 acknowledgment due or by nationally recognized courier service, or (iii) at the time of confirmation of transmission recorded on the sender’s computer, if sent by email.
13.2. For notices to IDfy:

Attention: Mr. Ashok Hariharan

Address:  4-F, Rushabh Chambers, off, Makwana Rd, Gamdevi, Marol,

Andheri East, Mumbai, Maharashtra 400059, India.

Telephone: +91-2249147777

E-mail: ashok@idfy.com.

14. Governing Law, Consent to Jurisdiction and Venue

14.1. 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.
14.2. Arbitration: 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 sixty (60) 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.

15. Waiver

The failure or neglect by a party to enforce any of the rights under this agreement will not be deemed to be a waiver of that party\’s rights.

16. Severability and Amendments

16.1. 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.
 
16.2. 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.

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