These terms and conditions for software licensing and its services (“Terms of Use”) is a legal agreement between Aqeeq Technologies LLP, (LLPIN: ACF-7532), a company incorporated under the laws of India with its registered office at Shop No A-1, Raj Apts, Shankar Nagar, Kathe Galli, Dwarka, Dwarka Corner, Nashik, Maharashtra 422011, India, whether acting on behalf of itself and/or on behalf of any of its affiliates and/or its third-party suppliers and/or its licensors and/or service providers (“Company” or “Our” or “Us”) and merchants (whether an individual or a legally recognized entity) involved in any lawful business for the provision of any services or goods, across the territory of India (“Client”, “You” or “Your”).
The Company, inter alia, offers a suite of messaging software-as-a-service solutions through a single platform to enable its customer to manage communications with their users under the name and style of “ShopLinx”(“Solution”).
The Company may, at its sole discretion, authorize such persons from time to time, who shall carry out all or any of its rights, duties, and obligations under these Terms of Use and any reference to “Aqeeq” under these Terms of Use shall be construed to mean and include any such persons duly authorized and acting on behalf of the Company.
These Terms of Use are an electronic record in terms of the Information Technology Act, 2000, the applicable rules thereunder, and the provisions pertaining to 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 any physical or digital signatures.
These Terms of Use are published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries Guidelines) Rules, 2011 that require publishing of the rules and regulations, privacy policy, and terms of use for access to or usage of any electronic devices and services.
BY USING THE SOLUTION, THE CLIENT ACCEPTS THE TERMS OF THESE TERMS OF USE AND ANY ADDENDUM OR ANNEXURE BEING PART OF THESE TERMS OF USE. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THE CLIENT SHOULD NOT USE THE SOLUTION. THE COMPANY MAY MODIFY OR UPDATE THESE TERMS OF USE FROM TIME TO TIME AND THE SAME SHALL BE MADE AVAILABLE AT https://www.shoplinx.ai/terms-and-conditions FOR ACCESS BY THE CLIENT.
In these Terms of Use, (i) capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and (ii) the capitalized terms as set out below shall have the meanings as indicated therein. In these Terms of Use, the headings are for convenience only and shall not in any way define or limit the scope.
“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, court in India.
“Applicable Data Protection Law” refers to all relevant laws, regulations, and guidelines issued by the Indian government related to aspects such as 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 and agree that when the Digital Personal Data Protection Act (DPDPA) of 2023 is introduced and enforced, the Applicable Data Protection Law will be updated to replace the IT Act, 2000 with the DPDPA, 2023.
“Beta Products” means a pre-released version of the Solution or any of its components circulated to you to try under realistic conditions which are not pre-simulated.
“Business Day” shall mean any day other than Saturday, Sunday or any public holidays, on which the banks in Mumbai are open for business.
“Intellectual Property” means and includes all intellectual property, in any part of the world, whether registered or not registered, and in particular:
These Terms of Use are effective until terminated in accordance with the terms set forth herein (“Term”) and will be automatically renewed beyond the Term (“Auto Renewal”), upon the same terms and conditions as set forth herein, unless expressly revoked by the Client in writing.
During the Term, in consideration of payment of the Fees by the Client to the Company and subject to the terms and conditions herein, the Company grants to the Client a limited, non-exclusive, personal, revocable, non-transferable, and non-licensable license to access and use the Solution on a subscription basis, in accordance with these Terms of Use. Nothing contained herein shall be construed as creating any arrangement for transfer of title, ownership, or interest including rights under any Intellectual Property in or of the Solution in favour of the Client.
The Solution shall be made available by the Company to the Client as a service on a SaaS model, whereby the Company will provide the Client access to the Solution by hosting the Solution on a centrally hosted system, to which the Client will be given necessary access. The Company reserves for itself all other rights and interests not explicitly granted under these Terms of Use. The Client’s subscription to the Solution shall commence on the Subscription Commencement Date, irrespective of the Trial Period. The Client agrees and acknowledges that any delay in implementation of the Solution that can be attributed to the Client, illustratively, due to non-provision or delay in provision of any material, information, or documents requisitioned by the Company for the purposes of implementing the Solution, will not result in any change of the Subscription Commencement Date and will be liable to pay the Fees in accordance with the terms set out in these Terms of Use.
Notwithstanding the foregoing, the Client acknowledges and agrees that the use of the Solution shall be subject to such additional terms and conditions and privacy policy, as may be applicable thereto and available at Privacy Policy, including any updates thereto from time to time. For avoidance of doubt, these Terms of Use shall be in addition to and not in derogation of any terms and conditions and privacy policy applicable to the Solution. Such terms and conditions and the privacy policy applicable shall be read into and shall form an integral part of these Terms of Use.
For availing the Solution, the Client hereby expressly consents and agrees to provide all information, including any applicable documents required by the Company, including Client’s identity, address, and payment details, to the Company, from time to time.
The Client acknowledges and agrees that the Solution provided under these Terms of Use, during the Term, is non-exclusive in nature and that the Company shall be entitled, at all times, to deal with the Solution in any manner it deems fit, which includes the provision of services using the Solution by itself or any variation, Update, or Upgrades through any third party, from time to time. At any time, the Solution shall include all modifications, Updates, future or new Upgrades, additions, at the sole discretion of the Company. It is hereby clarified that the Client’s continued use of the Solution pursuant to any such Updates and Upgrades will be considered deemed acceptance of such Updates and Upgrades.
The License granted under these Terms of Use is only for the limited use of the Solution by the Client for its business operations and shall not include, without limitation, the right to:
The provisions of this Clause 5 (License and Use of Solution) constitute a material term under these Terms of Use, the breach of which by the Client shall constitute an immediate and material breach and termination hereof. The Client agrees that the use of the Solution, or any part thereof, by any party other than the Client will not be permitted, unless specifically approved by the Company in writing.
Client will need to maintain access and be solely responsible for the registered SIM card and will need to present the same in cases of emergencies in no longer than 30 minutes.
The Client shall take all reasonable measures to ensure that the information transmitted to or from the Company servers is secure and shall not authorize any third person to have any unauthorized access to the Company servers. The Client may authorize any of its personnel to use the Solution and must ensure that such authorized personnel follow reasonable security measures as would have been followed by the Client itself. In case of any default on the part of such authorized personnel, it shall be deemed to be a default by the Client under these Terms of Use.
The Client shall ensure that it has taken all necessary approvals and licenses from concerned authorities within or outside the territory for utilizing the Solution from the Company. The Client shall be liable for any default committed by it or by any of its personnel, employees, consultants, and any other personnel authorized on its behalf. The Client shall be solely responsible for any claims or liabilities that may arise on account of any such default.
The Client shall cooperate with the Company for any integration, as may be required under these Terms of Use, into its system and shall provide the Company unfettered access to its systems and computing platform as and when required.
The Client shall pay any and all payments due under these Terms of Use, as and when requested by the Company.
In furtherance of the Company’s efforts to ensure client satisfaction, the Client may be placed on a trial for a period of 7-14 days ("Trial Period") from the Subscription Commencement Date and may be entitled to a limited or complete use of the Solution for such a Trial Period. The rights and obligations set out in these Terms of Use shall also apply to the use of the Solution during the Trial Period.
The Client shall be entitled to terminate these Terms of Use on or before the expiry of the Trial Period, without payment of any Subscription Fees. However, on the expiry of the Trial Period, the Client shall be automatically charged for the Subscription Fees and/or the Usage Fees, as the case may be.
In consideration of the grant of the License, the Client shall pay the Company the payments as set out below:
The subscription period of the Solution shall commence from the Subscription Commencement Date and shall continue until the Subscription End Date, unless agreed otherwise between the Parties. On the Subscription Commencement Date, the Client agrees to provide appropriate details for the Company to process the payment of a non-transferable, non-refundable fee for subscribing to the Solution, at the end of the Trial Period. The Client shall make the payment of the amount as indicated by the Company for the License of the Solution (“Subscription Fees”).
In addition to the Subscription Fee as set forth above, the Client shall also be required to recharge their Wallet as per their needs in order to send and receive conversation messages from their connected WhatsApp Business API number on ShopLinx, as per conversation messaging charges defined in ShopLinx's pricing page. Wallet Recharges are non-transferable and non-refundable (“Usage Fees”). (The Subscription Fees and the Usage Fees shall hereinafter collectively be referred to as “Fees”).
All payments stipulated under these Terms of Use are exclusive of all government levies and taxes. All applicable taxes and charges payable on the Fees, including any goods and service tax, shall be borne by the Client at all times. The Client shall additionally bear to its own account all other taxes, as may be applicable, for payments made to the Company pursuant to these Terms of Use.
The Client shall comply with all filing formalities and requirements in respect of any tax withholdings to be made, including the filing of withholding tax returns as prescribed under the applicable tax laws. The Client shall issue to the Company a certificate for tax deducted or paid on its behalf at source in the form of a certificate issued in accordance with applicable tax laws. The Client shall make best efforts to ensure that the Company gets credit for any tax deducted and provide the Company with all necessary information to assist in its tax and statutory obligations.
The Client agrees that all payments required to be made by the Client to the Company under these Terms of Use shall be in accordance with the following terms:
Each Party hereby represents and warrants to the other that:
The Company may suspend the Client’s right to access or use any portion or all of the Solution immediately without notice if it determines that:
If the Company suspends the Client’s access to the Solution:
Confidential Information includes any proprietary information, data, or materials related to business operations, technologies, plans, and strategies, whether observed or provided in written, graphic, electronic, or oral form.
Confidential Information does not include information that:
Each Party agrees to:
Confidential Information may be disclosed as required by law or a governmental order. The receiving Party must notify the disclosing Party in such cases and assist in obtaining a protective order, if necessary.
Both Parties acknowledge that a breach of confidentiality can cause irreparable harm. In such cases, the disclosing Party is entitled to immediate injunctive relief and any legal remedies available.
These Terms of Use may be terminated by the Client on or before the end of the Trial Period. After the Trial Period, if the Client does not opt for Auto Renewal and provides a written termination notice to the Company, access to the Solution will be revoked on theSubscription End Date.
The utilisation of the Solution under these Terms of Use shall be measured against the service levels and standards, as established in good faith by mutual agreement between the Parties (SLA).
The Company will use commercially reasonable efforts to ensure that the Solution maintains an uptime of 95% (ninety-five percent) over each financial year (Target Availability).
The calculation of uptime does not include unavailability due to:
If the Solution fails to meet the Target Availability for two (2) consecutive months, the Client has the right to terminate the Terms of Use by providing notice to the Company after the second month of unavailability.
In such cases, the Company will refund any Fees paid by the Client for the use of the Solution during the affected period.
Third-party products, software, services, and applications, including but not limited to Third Party Services, may be included with or downloaded in the course of availing the Solution. The Company makes no representations or warranties about such third-party products, software, services, and applications.
The Client acknowledges and agrees that the Company is not responsible for the availability, content, advertising, products, or services provided by third parties. The use of such third-party services is at the Client’s sole risk, and any liabilities or damages arising from their use shall not be the responsibility of the Company.
The Client expressly acknowledges that the quality, performance, accuracy, and effort associated with third-party services are entirely at the Client's own risk. The Client hereby indemnifies, saves, and holds harmless the Company from any risks or liabilities arising from such third-party usage.
The Client further acknowledges that the use of third-party products, services, and applications is governed by their respective terms of use, license agreements, privacy policies, and any applicable contracts. Any information or personal data provided to such third parties, knowingly or unknowingly, shall be subject to their respective privacy policies, which may be incorporated herein by reference to the extent applicable under these Terms of Use.
(i) Client Responsibility: Unless explicitly stated otherwise in these Terms of Use, the Client shall be responsible for ensuring that relevant consents under Applicable Data Protection Laws have been obtained from users and/or data subjects. The Company shall have no liability towards any users arising from the collection and processing of any Personal Data by the Client.
(ii) Consent Records: The Client must maintain records of all consents collected in accordance with Applicable Data Protection Laws. The Client shall be liable for any damages incurred by the Company due to inaccurate and/or insufficient consents received from users.
(iii) Data Use by the Company: The Company will not use any Personal Data collected on behalf of the Client, received from the Client, or processed otherwise, for any purpose other than as necessary for the utilization of the Solution under these Terms of Use.
(iv) Compliance: Both parties shall comply with Applicable Data Protection Laws and undertake reasonable security measures as required under such laws.
(i) No Guarantees or Warranties: To the extent permitted by Applicable Laws, the Company disclaims any and all representations and warranties that the Solution provided under these Terms of Use shall be uninterrupted, error-free, and devoid of any bugs, viruses, bots, or that the Solution shall be provided in a timely, secure, or uninterrupted manner.
(ii) No Liability for Errors or Data Loss: The Company shall not be liable for any errors, omissions, interruptions, deletion of files or emails, loss or damage to data, errors, defects, viruses, delays in operation or transmission, or any failure of performance, communication failures, or data pilferage arising from the use of the Solution.
The Client agrees to indemnify, defend, and hold harmless the Company, its Affiliates, directors, officers, agents, and employees from any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs, and expenses incurred or suffered by the Company, arising out of or related to:
The Company agrees to indemnify, defend, and hold harmless the Client from any and all losses, liabilities, claims, damages, demands, suits, actions, proceedings, costs, and expenses in connection with or arising out of any third-party claims resulting from the provision of the Solution to the Client.
(i) Neither Party shall be liable to the other Party for any indirect, special, incidental, punitive, or consequential loss or damages of any kind. This includes any loss that could have been avoided through reasonable diligence, even if the responsible Party has been advised or should have been aware of the possibility of such damages.
(ii) In no event shall the maximum aggregate liability of the Company under these Terms of Use to the Client, whether arising from contract, indemnity, tort, or otherwise, exceed the total Fees payable by the Client to the Company in the twelve (12) months preceding the date on which the claim arose.
All Intellectual Property Rights in and title to the Solution, including present or future modifications, updates, and upgrades, shall unconditionally remain under the exclusive ownership of the Company at all times. These Terms of Use do not and shall not transfer any ownership or proprietary interest in the Solution from the Company to the Client, except as may be expressly provided in writing by the Parties.
The Client acknowledges that the License granted herein pertains solely to the Solution developed by the Company and does not include any rights to third-party software or intellectual property. The Client shall be responsible for obtaining and maintaining such third-party software and Intellectual Property Rights at its own cost and expense.
The Client shall have no rights regarding any other software or products developed by the Company that are not expressly licensed under these Terms of Use. If the Client wishes to license or use additional software from the Company, the Parties shall negotiate in good faith to determine the applicable terms.
The Client shall not contest the validity or ownership of the Company’s Intellectual Property at any time during or after the Term. Furthermore, the Client shall not use or register any trademark, design, product name, or trade name that is confusingly similar to the Company's trademarks, product names, or trade names.
The Client agrees to promptly notify the Company of any claims, demands, or notices related to the Company’s Intellectual Property and shall provide necessary support, execute documents, and perform any required actions as reasonably requested by the Company.
The relationship between the Parties shall be on a principal-to-principal basis. Each Party is an independent contractor and is not a legal representative, partner, or agent of the other Party. Neither Party shall have any right, power, or authority, whether express or implied, to create any obligation on behalf of the other Party or bind the other Party.
Any and all questions of enforceability and interpretation, which may arise under these Terms of Use, shall be determined and governed by and in accordance with the laws of India. Subject to the arbitration clause, the courts located at Mumbai shall have exclusive jurisdiction.
In the event of any dispute arising out of or in relation to these Terms of Use, the Parties shall attempt to resolve the matter amicably through their respective senior representatives. If unresolved within 30 days, the dispute shall be referred to arbitration before a sole arbitrator jointly appointed by both Parties, under the Arbitration and Conciliation Act, 1996, with amendments. The venue for arbitration shall be Mumbai, and the language of the proceedings shall be English. Arbitration proceedings may also be conducted virtually as mutually agreed upon.
The Company reserves the right to use the Client’s details, including but not limited to the Client’s logo, name, and performance metrics, for marketing and advertising purposes. The Client expressly consents to this usage and grants the Company a perpetual, irrevocable, worldwide, royalty-free license for such purposes.
Neither the Company nor the Client shall be liable for any failure or delay in the performance of obligations arising out of a Force Majeure Event. A “Force Majeure Event” includes, but is not limited to, acts of God, terrorism, revolution, labor strikes, government regulations, natural disasters, or any other cause beyond reasonable control. If a Force Majeure Event delays performance for 15 consecutive days, the Parties shall discuss the potential termination of these Terms of Use. The Client remains liable for any payments due for services rendered.
All communications or notices required under these Terms of Use shall be in writing and addressed to the Company at the provided details. The Company may update these details periodically on the Solution.
Email: compliance@aqeeq.io
Any rights and obligations arising under these Terms of Use, which by their nature should survive, shall remain in full force even after termination. If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain binding and enforceable.
A delay or failure by either Party in enforcing any right or remedy shall not be deemed a waiver of that right. The waiver of any specific right shall not be construed as a waiver of any other right or any similar, ongoing, or repeated circumstances.
The Company may assign these Terms of Use or any part thereof at its discretion, at any time, to any of its affiliates, group companies, holding companies, subsidiary companies, or third parties without prior notice to the Client. However, the Client shall not assign these Terms of Use or any part thereof to any third party without obtaining prior written consent from the Company.
