Terms & Conditions

IMPORTANT. READ CAREFULLY.

These terms and conditions for software licensing and its services (“Terms of Use”) constitute a legal agreement between Adol Technologies (CIN U72900GJ2013PLC107560), a company incorporated under the laws of India, with its registered office at 101, Saffron, Nr. Centre Point, Ambawadi, Ahmedabad, Gujarat (hereinafter referred to as the “Company,” “Our,” or “Us”) and merchants (whether an individual or a legally recognized entity) involved in any lawful business for provision of any services or goods across the territory of India (referred to as “Client,” “You,” or “Your”).

The Company offers a suite of messaging software-as-a-service (SaaS) solutions under the brand name “BillPlus” to help clients manage communications with their users.

The Company may authorize certain individuals to exercise its rights, duties, and obligations under these Terms of Use. References to “Adol Technologies” shall include any such authorized individuals acting on behalf of the Company.

Electronic Record and Acceptance

These Terms of Use are an electronic record in accordance with the Information Technology Act, 2000, and applicable rules under the act, along with provisions concerning electronic records in various statutes as amended by the Information Technology Act, 2000. These Terms of Use are generated by a computer system and do not require physical or digital signatures.

These Terms of Use are published in accordance with Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011, which requires the publishing of rules, regulations, privacy policies, and terms of use for access to or usage of electronic devices and services.

BY USING THE SOLUTION, THE CLIENT ACCEPTS THE TERMS OF THESE TERMS OF USE AND ANY ADDENDUM OR ANNEXURE ATTACHED. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THEY SHOULD NOT USE THE SOLUTION. THE COMPANY MAY MODIFY OR UPDATE THESE TERMS OF USE FROM TIME TO TIME, AND SUCH UPDATED TERMS WILL BE MADE AVAILABLE AT [insert link] FOR CLIENT ACCESS.

Definitions

In these Terms of Use:

• (i) Capitalized terms defined by inclusion in quotations and/or parentheses will have the meanings ascribed to them; and
• (ii) The capitalized terms as listed below shall have the meanings indicated.

The headings in these Terms of Use are for convenience only and will not define or limit the scope of the Terms.

“Applicable Law” means and includes all applicable Indian statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives, and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board, or court in India.

“Applicable Data Protection Law” refers to all relevant laws, regulations, and guidelines issued by the Indian government regarding privacy, data processing, data protection, data security, encryption, or confidentiality. This includes, but is not limited to, the Indian Information Technology Act, 2000. The parties acknowledge that when the Digital Personal Data Protection Act (DPDPA) of 2023 is enacted, it will replace the IT Act, 2000, and apply retroactively.

“Beta Products” means pre-released versions of the Solution or its components, distributed to you to try under realistic conditions that are not pre-simulated.

“Business Day” means any day other than Saturday, Sunday, or any public holidays, when banks in Mumbai are open for business.

“Intellectual Property” includes all intellectual property worldwide, whether registered or not, including:

• (i) Trademarks, service marks, trade names, logos, domain names; patents, design rights; trade secrets (e.g., know-how, technology, inventions, processes, etc.); copyrights; computer hardware and software including source code, programs, and user interfaces; and
• (ii) Any rights under licenses in respect of the above;
• (iii) Applications or registrations for such rights; and
• (iv) All renewals and extensions of these rights.

“Personal Data” refers to any information relating to an identified or identifiable natural person, considered personally identifiable under Applicable Data Protection Law.

“SaaS” means Software as a Service.

“Subscription Commencement Date” means the date when the Client accepts and acknowledges these Terms of Use.

“Scheduled Maintenance” means the Company’s scheduled routine maintenance of the Solution, for which the Client will be notified at least two (2) hours in advance and will not exceed eight (8) hours per week.

“Third Party Services” refers to third-party services made available by the Company under the Solution, including but not limited to WhatsApp.

“Update” means modifications or revisions made to the Solution:

• (i) To improve or repair existing features,
• (ii) To ensure compatibility with new releases of existing systems, and
• (iii) To comply with Applicable Laws, industry standards, or market practices.

“Upgrades” refers to new versions of the Solution intended to enhance functionality, which may also change the version number of the Solution.

Agreement to Terms

1. Acceptance of Terms
   • By signing the Agreement or using the Solution, you, the Client, are entering into a binding agreement with Billplus. These Terms of Use will govern your use of the Solution, including any updates, new versions, or beta products provided by Billplus.
   • Billplus may update these Terms of Use from time to time. Any changes to the Terms of Use will be communicated to you, and your continued use of the Solution after such notification constitutes your acceptance of the revised terms.
2. Eligibility
   • By using the Solution, you confirm that you are either an individual over the age of 18 or a legal entity with the necessary authority to enter into this agreement. You also confirm that your use of the Solution will comply with all applicable laws and regulations.
3. Account Creation and Responsibility
   • To access the Solution, you must create an account with Billplus. You agree to provide accurate, complete, and up-to-date information during the registration process. You are solely responsible for maintaining the confidentiality of your account details, including passwords and security credentials.
   • You agree to notify Billplus immediately if you become aware of any unauthorized use of your account.
4. License Grant
   • Billplus grants you a non-exclusive, non-transferable, and revocable license to use the Solution in accordance with these Terms of Use. This license is limited to your internal business use only and is not transferable to third parties unless expressly authorized in writing by Billplus.

Use of the Solution

1. General Usage
   • You agree to use the Solution solely for the purpose for which it is provided and in compliance with all applicable laws and regulations.
   • You will not, and will not permit others to, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Solution.
2. Prohibited Activities
   • You agree not to use the Solution for any unlawful or prohibited purposes. This includes, but is not limited to:
     • Using the Solution to infringe the intellectual property rights of Billplus or any third party.
     • Attempting to gain unauthorized access to any systems or data.
     • Using the Solution in a way that disrupts or interferes with its proper functioning.
3. User Data
   • You are solely responsible for any data that you upload, store, or share through the Solution. By submitting data, you grant Billplus the right to process, use, and store that data in accordance with these Terms of Use and the Privacy Policy.
   • You must ensure that any data you upload or use does not infringe upon the intellectual property or privacy rights of others.

Fees and Payments

1. Subscription Fees
   • You agree to pay all fees associated with the subscription to the Solution, as specified in the Order Form or Pricing Schedule. The fees are non-refundable, except as otherwise provided in these Terms of Use.
   • Billplus reserves the right to change the subscription fees with prior notice. Any changes to the fees will take effect at the beginning of the next billing cycle.
2. Payment Terms
   • Payments for the Solution are due according to the billing cycle agreed upon between the parties. You agree to pay all amounts due on or before the due date. Late payments may be subject to penalties, interest, or suspension of access to the Solution.
3. Taxes
   • You are responsible for paying all applicable taxes, including sales tax, VAT, or any other taxes imposed by any governmental authority. Billplus will invoice you for such taxes, where applicable.

Confidentiality and Data Protection

1. Confidential Information
   • During the term of this Agreement, each party may have access to certain confidential information of the other party. Both parties agree to maintain the confidentiality of all confidential information disclosed and to use it only in connection with the performance of this Agreement.
   • The obligation of confidentiality does not apply to information that:
     • Was already known to the receiving party before disclosure.
     • Becomes publicly available without breach of this Agreement.
     • Is independently developed by the receiving party.
     • Is required to be disclosed by law or legal process.
2. Data Protection
   • Billplus will process any personal data in accordance with applicable data protection laws and its Privacy Policy. You agree to comply with all relevant data protection regulations in connection with your use of the Solution.
   • Billplus will implement reasonable measures to protect the security of your data but does not guarantee that unauthorized access will never occur.
3. Data Ownership
   • You retain all ownership rights to the data you submit, upload, or input into the Solution. Billplus does not claim any ownership of your data but will have the right to use it for the purpose of providing the Solution and fulfilling its obligations under this Agreement.
   • Upon termination of this Agreement, Billplus will return or destroy your data as per your request, subject to any legal requirements.

Intellectual Property Rights

1. Ownership of the Solution
   • The Solution, including all software, content, and intellectual property rights associated with it, is owned by Billplus or its licensors. You agree that you will not acquire any ownership rights in the Solution or its components except for the limited license granted under these Terms of Use.
2. Feedback
   • If you provide feedback, suggestions, or recommendations regarding the Solution, you grant Billplus a royalty-free, worldwide, irrevocable license to use, modify, and incorporate that feedback into the Solution or other products without compensation to you.

Term and Termination

1. Term
   • This Agreement will begin on the Effective Date and continue until terminated by either party in accordance with the provisions outlined herein.
2. Termination for Convenience
   • Either party may terminate this Agreement for convenience by providing thirty (30) days’ written notice to the other party. Upon termination, you will cease using the Solution and pay any outstanding fees due to Billplus.
3. Termination for Cause
   • Billplus may terminate this Agreement immediately if you breach any of the terms herein, including non-payment of fees or misuse of the Solution. You may terminate this Agreement if Billplus fails to perform its obligations and does not remedy the failure within a reasonable time.
4. Effect of Termination
   • Upon termination, all licenses granted to you will terminate, and you will cease all use of the Solution. You are responsible for paying any outstanding fees up to the effective date of termination. Billplus will return or destroy your data, subject to the terms of this Agreement.

Limitation of Liability

1. Disclaimer of Warranties
   • The Solution is provided “as is” without warranty of any kind, either express or implied. Billplus does not warrant that the Solution will meet your requirements or that its operation will be uninterrupted or error-free.
2. Limitation of Liability
   • In no event will Billplus be liable for any indirect, incidental, special, or consequential damages, including loss of profits or data, arising from or related to this Agreement, even if Billplus has been advised of the possibility of such damages.
   • Billplus‘s total liability under this Agreement will be limited to the amount paid by you for the Solution during the 12 months immediately preceding the event that gave rise to the claim.

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Indemnification

1. Your Indemnification
   • You agree to indemnify, defend, and hold harmless Billplus, its officers, employees, agents, and affiliates, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
     • Your breach of this Agreement.
     • Your use of the Solution in violation of any applicable laws or third-party rights.
     • Any content that you submit, upload, or transmit through the Solution.
2. Billplus Indemnification
   • Billplus agrees to indemnify, defend, and hold harmless you, your officers, employees, agents, and affiliates, from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
     • Billplus‘s breach of this Agreement.
     • The infringement of any intellectual property rights by the Solution.

Miscellaneous

1. Force Majeure
   • Neither party will be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including natural disasters, strikes, labor disputes, pandemics, wars, or government actions.
2. Governing Law and Dispute Resolution
   • This Agreement will be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
   • Any disputes arising out of or in connection with this Agreement will be resolved through arbitration conducted in Mumbai, India, under the rules of the Arbitration and Conciliation Act, 1996. The arbitration award will be final and binding.
3. Assignment
   • You may not assign or transfer any of your rights or obligations under this Agreement without the prior written consent of Billplus. Billplus may assign or transfer its rights and obligations to any affiliate or third party without your consent.
4. Entire Agreement
   • This Agreement, including any schedules or attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof. Any prior agreements or understandings, written or oral, are superseded by this Agreement.
5. Severability
   • If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
6. Amendment
   • Billplus reserves the right to modify or amend this Agreement at any time. Any changes will be communicated to you via email or other means, and the changes will be effective upon your continued use of the Solution.

Termination

1. Termination for Convenience
   • Either party may terminate this Agreement at any time, for any reason, by providing thirty (30) days written notice to the other party.
2. Termination for Cause
   • Either party may terminate this Agreement immediately if the other party:
     • Breaches any material term of this Agreement and fails to remedy the breach within thirty (30) days after receiving written notice of the breach.
     • Becomes insolvent, files for bankruptcy, or ceases to do business.
3. Effect of Termination
   • Upon termination of this Agreement for any reason:
     • You will immediately cease all use of the Solution.
     • You will pay any outstanding fees due to Billplus.
     • All data provided by you will be returned or destroyed, as per your request, subject to any applicable data retention requirements under law.
     • Any accrued rights or obligations as of the termination date will survive the termination of this Agreement.
4. Return of Materials
   • Upon termination, you agree to return all materials provided by Billplus, including but not limited to documentation, licenses, and software, in your possession.

Confidentiality

1. Confidential Information
   • Both parties agree to treat all non-public information disclosed under this Agreement as confidential, including any proprietary information, trade secrets, business plans, and customer data, and will not disclose such information to third parties without prior written consent, except as required by law.
2. Exclusions
   • Confidential information does not include information that:
     • Is or becomes publicly available through no fault of the receiving party.
     • Was lawfully in the possession of the receiving party prior to disclosure.
     • Is independently developed by the receiving party without reference to the disclosing party’s confidential information.
3. Duration of Confidentiality Obligations
   • The confidentiality obligations will remain in effect for a period of three (3) years after the termination of this Agreement.