This document is an electronic record in terms of the Indian Information Technology Act, 2000, as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
These ‘Terms of Use’ along with the Privacy Policy (hereinafter referred to as the “Agreement”) constitute legal agreement between you, being a person legally competent to enter into a contract under the applicable laws (hereinafter referred to as the “User”, which term shall, unless the context otherwise requires, include its successors and permitted assigns) that accesses and/ or uses the website www.tacclimited.com and functions and features thereof (“Website”) and TACC Limited a company incorporated under the Companies Act, 2013 bearing Corporate Identification Number U31909MP2022PLC064004 and having its registered office at Industrial Area Mandideep, District Raisen 462046 (hereinafter referred to as the “Company”, which term shall, unless the context otherwise requires, include its successors and permitted assigns) in relation to access and use by the User of the Website and the Offerings (defined hereinafter), on the Website as described in greater detail in the Agreement herein. The User’s access and use of Website and the Offerings shall be governed by the Agreement.
The Company and User shall, hereinafter, be collectively referred to as “Parties” and individually as “Party”.
The Company reserves the right to refuse access and use of the Offerings and / or the Website to any Person at its sole and absolute discretion.
The use of the Website and the Offerings are offered to the User strictly subject to the User’s ‘Acceptance’ of all the terms, conditions and notices contained in the Agreement. Upon the User’s “Acceptance”, the Agreement shall be effective and binding upon the User and between the Company and the User, along with any amendments thereto, from time to time, as published on the Website.
By accessing and using the Website, you acknowledge and agree that you have read and understood the Agreement and shall not claim invalidity of the same on any ground. For the aforesaid purposes, ‘Acceptance’ shall mean your affirmative action in clicking on ‘check-box’ or on the ‘continue’ button as provided on the sign-up / registration page or any such other similar actions that implies your acceptance.
Notwithstanding anything, the User’s access and use of the Website and / or the Offerings constitutes the User’s agreement, ratification and acceptance to be bound by the Agreement. By accepting this Agreement, the User also accepts and agrees to be bound by the Company’s Privacy Policy which is available on the Website and is incorporated herein by way of reference.
If the User does not agree to or is not willing to be bound by the terms and conditions of the Agreement, then the User shall not have any right to access or use the Website or the Offerings.
The Agreement is and shall be deemed to be concluded and executed between the User and the Company at Bhopal, Madhya Pradesh, India.
The Company may revise the Agreement, including the Privacy Policy from time to time, so please review them frequently to check for any changes. The Company will inform the User of any changes by posting the new Terms of Offerings on the Website. If the User does not agree with the Agreement, as amended from time to time, at any point in time, then the User must abstain from using and accessing the Website and the Offerings.
1. DEFINITIONS
In the Agreement, unless inconsistent with the context or otherwise specified, the following words and expressions shall have the following meanings. Any term not defined in this Clause 1, but defined elsewhere in the Agreement, shall have the same meaning throughout the Agreement.
1.1 “Confidential Information” means: (i) the Intellectual Property, programs, concepts, techniques, ideas, and know-how embodied and expressed in the Website and the Offerings, and the benchmark results, manuals, program listings, data structures, flow-charts, logic diagrams, functional specifications etc., in relation thereto; (ii) information reasonably identifiable as confidential and proprietary; (iii) terms and conditions of the Agreement; or any other information provided by a Party to the other Party or otherwise exchanged between the Parties, whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the discloser or (ii) was known to the receiver before receipt from the discloser.
1.2 “Intellectual Property” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags incorporated into the Website, and shall include all right, title and interest (including without limitation any and all patents, copyrights, trademarks, moral rights, design rights, database rights, trade names, service marks and other proprietary rights), source codes, objects codes concepts, designs, know-how, improvements, works of authorship, trade secrets, processes, formulae, user interface, business and product names, logos, slogans, industrial models, processes, designs, databases, methodologies, software, computer programs (including all source codes), technical information, engineering and technical drawings, look and feel, user interface, UX, colour scheme related to the Website together with all associated service names, brand names, internet domain names and sub-domains;
1.3 “Offerings” means that facilities, activities, services, features, functionalities, resources or services provided by the Company through the Website.
1.4 “User Data” means all data, content or information that the User provides, posts, uploads, inputs or submits on the Website for use of the Offerings.
2. ACCESS AND USE OF THE WEBSITE
2.1 The Company has created the Website to provide a facility to the Users to engage and interact with the Company.
2.2 The Offerings provided by the Company to the User under the Agreement shall be:
(i) provided on a non-exclusive basis; and
(ii) used by the User only for lawful activities;
(iii) be non-transferable and non-assignable without express written approval of the Company.
2.3 The Offerings provided herein are limited to scope defined under the Agreement and the User shall not be permitted to:
(i) use the Offerings other than in connection with lawful purposes; or
(ii) tamper with, harm, reverse engineer, modify, decompile, disassemble or otherwise attempt to extract information from the Website; or
(iii) adapt, translate, remove or eliminate the Website.
3. OBLIGATIONS OF THE USER
3.1 The User agree and undertakes that the User shall not use the Offerings to:
(i) violate or encourage any conduct that would violate any applicable law or regulation or would give rise to civil liability; or
(ii) impersonate or misrepresent the User’s affiliation with any person or entity;
3.2 The User agrees and undertakes that the User shall not:
(i) access, tamper with, or use any unauthorized non-public areas of the Website or the Company’s systems or those of the Company’s services providers;
(ii) attempt to probe, scan, or test the vulnerability of the Website or any related system or network or breach any security or authentication measures used in connection with the Website; or
(iii) attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Offerings.
3.3 The User shall use its best effort to hinder and prevent piracy and hacking with respect to the Offerings and the Website at its end. In the case of occurrence of any piracy and hacking with respect to the Offerings and the Website, the User shall inform the Company immediately.
3.4 The User shall indemnify, defend and hold harmless the Company from and against any and all any and all losses, damages, claims, fines, fees, penalties, interest obligations, deficiencies, and expenses suffered or incurred by the Company, as a result of, arising from, or in connection with or relating to any breach or violation of the Agreement by the User; (b) any misuse of the Website and the Offerings by the User.
4. USER ACCOUNT
4.1 In order to use certain Offerings, the User may be required to enter appropriate credentials and provide to the Company necessary information, data, login id, passwords, usernames, PINs, email address, other log-in information, materials or other contact information and content (collectively “Account Information”). Users are permitted to use the Offerings only after proper and valid authentication, which will need to be done explicitly by Users. When creating an account, the User agrees to provide accurate and complete information. In order for the Website and Offerings available therein to function effectively, the User must keep the User’s Account Information up to date and accurate.
4.2 The User is responsible for safeguarding the User’s authentication credentials and the User agrees not to disclose these credentials to any third party. The User agrees to take sole responsibility for any actions made using the User’s authentication credentials, whether or not the User has authorized such actions. The User agrees and understands that the User is
solely responsible for maintaining the confidentiality of the User’s Account Information which would allow the User to access the Website and use the Offerings available on the Website. The User will immediately notify the Company of any unauthorized use of the User’s authentication credentials. By providing the Company with the User’s email address, the User agrees to receive all required notices electronically, to the e-mail address provided.
4.3 By using the Website, the User hereby authorizes the Company to contact you via calls, mails and/or text messages or by any other similar means using the contact details so provided, to furnish you with information regarding our various services currently available or as may be added or made available at any future date. In the event the User does not wish to receive such information, the User may opt out.
5. COMPANY’S PROPRIETARY RIGHTS
5.1 The Company is the sole and absolute owner of any and all rights, including the intellectual property rights and other rights in and to Website and Offerings and the Intellectual Property associated therewith.
5.2 The Parties agree that nothing in the Agreement is intended to, nor shall be construed to vest in, transfer or to otherwise convey to the User any right, title or interest in the Website or any Intellectual Property associated therewith; and the User shall have no right to acquire any right, title or interest in the same by lapse of time or otherwise.
5.3 The User agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Intellectual Property, the Website or the Offerings in whole or in part, by any means.
5.4 All other third party trademarks, service marks, product names, and logos appearing on the Website or in the Offerings are the property of their respective owners.
5.5 The User acknowledges and agrees that the Website and Offerings contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or as authorized by the Company or the relevant third party, the User agrees not to attempt to decipher, decompile, disassemble, or reverse engineer any of the software in relation to the Website or used to provide the Offerings and not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Website, Offerings or the software used to provide the Offerings, in whole or in part.
5.6 The Parties agree that operating the Website and providing Offerings pursuant to the Agreement may result in discovery, creation or development of copyright, designs, processes, methods, techniques, improvements, strategies, or other original works of authorship and other intellectual property rights and the User agrees and acknowledges that all rights, title and interest in and to all such intellectual property, upon the creation of the same, shall always fully and absolutely vest in the Company.
5.7 The Company shall have the right to use the User Data to evaluate, update, improve and upgrade the Website and the Offerings and for analytics and research purposes in accordance with applicable law.
5.8 If the User posts or publishes any content on our Website, subject to availability of such facility, including in form of comments, feedback, surveys etc., the User grants the Company a royalty free and perpetual license to access, use, edit, adapt and publish such content.
5.9 The Company undertakes to implement commercially reasonable and appropriate physical, electronic and managerial data security measures and procedures for the protection of User Data and information against loss, misuse and alteration. The Company shall not allow any access to its system or the User Data to a third party, except on a strictly need to know basis and in accordance with the Privacy Policy, and shall take all reasonable care to maintain the confidentiality of the information as provided under the Agreement.
5.10 The User Data shall be processed and retained in accordance with the Company’s Privacy Policy and at all times in accordance with the applicable laws.
6. THIRD PARTY APPLICATIONS, DATA AND WEBSITES
6.1 The Company may use Third-Party Services provided by the third party vendors to assist in providing the Offerings (“Services Providers”). Certain features and functionality of the Offerings may be implemented through the Third-Party Services or use of a third-party API and other licensed third party software or technology. The Company may use other Services Providers for the following types of services: networking, storage, financial transactions, customer relationship management, website maintenance, database management, web analytics, cloud computing infrastructure, transactional communications, marketing communications, customer services etc.
6.2 The Website may contain links to Third-Party Sites or software that are not owned or controlled by the Company. The Company cannot censor or edit or control the content of any Third-Party Sites. The Company shall not be liable for any losses incurred by the User on account of use of any Third-Party Sites, software or technology.
7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
7.1 The User understands and agrees that the Offerings are provided on an “as is” and “as available” basis and without warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose.
7.2 The Company makes no warranty that the Offerings will meet the User’s requirements or that the Website will be uninterrupted, timely, secure, or error-free.
7.3 The Company assumes no responsibility for any failure of or disruption to the Offerings as a result of any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft, destruction or any other factor, which is outside of Company’s reasonable control.
7.4 The Parties agree that no advice or information, whether oral or written, obtained by User from the Company, whether concerning Offerings, or otherwise, shall create any warranty not expressly stated herein.
7.5 The User expressly understands and agrees that the Company shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, data or other intangible losses (even if the Company has been advised of the possibility of such damages) in connection with the Agreement, including, without limitation, any such damages resulting from: (i) the use or the inability to use the Offerings; (ii) the cost of procurement of substitute services; or (iii) unauthorized access to or alteration of the User’s material.
7.6 In no event shall the Company be liable to the User for any indirect damages (including, without limitation, lost profits, business interruption, or lost information) arising out of the use of or inability to use the Offerings by the User, even if the User has been advised of the possibility of such damages.
7.7 The Company shall have no liability with respect to any of the information transmitted on, downloaded from, or otherwise accessed through the Website or any part thereof, including but not limited to errors or omissions contained therein, violations of public policy, infringements of rights of publicity or privacy, business interruption, personal injury, loss of privacy, or the disclosure of confidential information.
7.8 Notwithstanding anything to the contrary contained in the Agreement, in no event will the Company’s or any of its shareholders’, directors’, employees’, agents’ total and aggregate liability to the User for all damages, liabilities, losses, and causes of action arising out of or relating to (i) the Agreement, (ii) the Offerings, (iii) the User’s use or inability to use the Offerings, however caused and whether arising in contract, tort including negligence, warranty or otherwise, exceed the fee charged by the Company, if any or INR 100 (Rupees Hundred Only), whichever is lower.
7.9 The User expressly recognizes and acknowledges that such limitation of liability is a fundamental element of the basis of the agreement between the Company’s and the User and that it is an essential factor in establishing the price for the Offerings.
8. DISCONTINUATION
8.1 The Company reserves the right to restrict, suspend or terminate the User’s account or access or use of the Website and/or the Offerings in the event the User violates any provisions of the Agreement or acts in violation of any laws or against the interests of the Company.
8.2 The Company reserves the right to discontinue the Website or the Offerings or to change the Offerings at any time and will provide notice of such discontinuation or change to the User through posting changes to the Agreement and/or by notifying the User through email using the Account Information that the User has provided to the Company.
8.3 The User acknowledges that, although the Company has no obligation to monitor the User’s use of the Offerings, the Company has the right to do so for the purpose of operating the Offerings, to ensure the User’s compliance with the Agreement, or to comply with applicable laws or the order or requirement of a court, administrative agency, or other governmental body. The Company reserves the right at all times to disclose, in its sole discretion, any user files when necessary (a) in accordance with applicable any law, regulation, or governmental request or (b) reduce or prevent what the Company considers to be, in the Company’s sole discretion, a serious or imminent threat to the User’s health or safety, or the health or safety of another person.
9. GENERAL
9.1 Amendments.
The Company may update and change all or any part of the Agreement, including the fee and charges associated with the use of the Offerings. If the Company updates or changes the Agreement, the updated Agreement shall be posted on the Website.
9.2 Confidentiality.
Neither Party will use, copy, adapt, alter or part with possession of any Confidential Information of the other Party which is disclosed or otherwise comes into its possession under or in relation to the Agreement other than for providing Offerings and other uses permitted under the Agreement. Both Parties will: (i) protect the confidentiality of the Confidential Information disclosed or otherwise comes into its possession under or in relation to the
Agreement using the same degree of care that it uses with its own Confidential Information of similar nature, but with no less than reasonable care, (ii) not use any Confidential Information for any purpose outside the scope of the Agreement, (iii) not disclose Confidential Information to any third party, and (iv) limit access to Confidential Information to its employees, contractors, advisors and agents on a need to know basis. Provided however, nothing
contained in the Agreement shall restrict any of the Parties from disclosing any information as may be required under applicable law subject to providing a prior written notice of seven (7) days to the other Party.
This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.
9.3 Force Majeure.
Neither Party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; government restrictions; or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.
9.4 Relationship of the Parties.
The User and the Company agree that that nothing in the Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties.
9.5 Assignment
The Company shall be free to assign or transfer its rights/ obligations under the Agreement freely in the manner it deems fit.
9.6 Compliance with Laws.
The Company will comply with all Indian laws in the Company’s provision of the Offerings and the Company’s processing of the User Data. The Company reserves the right at all times to disclose any information and User Data as necessary to satisfy any law, regulation, legal process or governmental request. The User shall comply with all Indian laws with respect to the User’s use of the Offerings.
9.7 Severability.
If any provision of the Agreement is determined to be invalid or unenforceable under the applicable laws, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision and the remaining part of such provision and all other provisions of the Agreement shall continue to remain in full force and effect.
9.8 Notices
Except as otherwise set forth herein, notices made by the Company under the Agreement that affect the User’s generally (e.g., notices for revisions in the terms of Agreement, Plans etc.) shall be posted on Website. Notices for the User or User’s account specifically (e.g., notices of breach) will be provided to the User at the email address provided to the Company in the User’s registration for the Offerings or any updated email address the User provides to the Company’s.
It is the User’s responsibility to keep the User’s email address updated and the User shall be deemed to have received all emails sent to such email address, upon the Company’s sending of the email. All communications and notices to be made or given pursuant to the Agreement shall be in the English language.
Notices to the Company under the Agreement and questions regarding the Agreement or the Offerings, must be sent to the following address:
9.9 Entire Agreement.
The Agreement along with the Privacy Policy is the entire agreement between the Parties for the Offerings and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between the User and the Company, whether written or oral, regarding such subject matter. The Company shall not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of the Agreement (whether or not it would materially alter the Agreement) and which is submitted by the User in any order, acceptance, confirmation, correspondence or other document.
The Company might make versions of the Agreement available in languages other than English. If the Company does so, the English version of the Agreement will govern the Company’s relationship with the User and the translated version is provided for convenience only and will not be interpreted to modify the English version of the Agreement.
10. GOVERNING LAW AND JURISDICTION
10.1 The formation, construction, performance and enforcement of the Agreement shall be in accordance with the laws of India without regard to conflict of law principles.
10.2 All disputes in relation to the Agreement will be resolved by arbitration under the Arbitration and Conciliation Act, 1996, in Bhopal, India, by a sole arbitrator appointed by the Parties mutually. The arbitration award shall be final and binding on the Parties, and enforceable in accordance with its terms. The arbitrator shall state the specific reasons for its findings in writing. The Parties agree to be bound thereby and to act accordingly.
10.3 Subject to Clause 10.2, the courts of competent jurisdiction at Bhopal, Madhya Pradesh, India shall have exclusive jurisdiction over all matters arising pursuant to the Agreement.
