Terms and Conditions

1.1The following terms carry the meanings assigned below wherever they appear in these Terms. Words importing the singular shall include the plural and vice versa. References to persons include companies corporations partnerships LLPs trusts and other legal entities.

• a."Platform" or "eProqure" means the cloud-based procurement and supply chain management software system made available by the Company together with all associated web applications dashboards interfaces APIs and features made available by the Company from time to time.
• b."Company" or "Webclues Infotech" means Webclues Infotech and its affiliates being the owner and operator of the eProqure Platform.
• c."Customer" means the organization that has subscribed to or been granted access to the Platform and on whose behalf Users access and use the Platform.
• d."User"means any individual authorised by a Customer to access and use the Platform on the Customer's behalf including administrators procurement personnel approvers and other authorised employees or representatives.
• e."Supplier" means a vendor contractor or service provider invited to or registered on the Platform for the purpose of participating in procurement events and submitting quotations bids or supporting documentation.
• f."Procurement Event" means any Request for Quotation Request for Tender or Reverse Auction created and conducted through the Platform.
• g."Supplier Portal" means the module of the Platform through which Suppliers may be invited to and participate in Procurement Events submit quotations and communicate with the Customer.
• h."Purchase Order" means the record of an order generated or synchronised through the Platform following the award of a Procurement Event or the receipt of an approved purchase request.
• i."ERP" and "CRM" mean the Customer's enterprise resource planning system and customer relationship management system respectively as connected or integrated with the Platform.
• j."Logistics Data" means vehicle tracking shipping container tracking trip tracking delivery milestone and related shipment information made available through the Platform.
• k."Subscription" means the paid access plan under which a Customer obtains access to one or more modules of the Platform for the duration and at the fees agreed in the applicable order form or subscription agreement.
• l."Account" means the registered account created on the Platform for a Customer and the individual User accounts created thereunder.
• m."Customer Data" means all data documents quotations bids specifications drawings pricing supplier information and other content uploaded to or generated within the Platform by or on behalf of a Customer excluding the underlying software and technology of the Platform.
• n."Third-Party Systems" means any ERP CRM finance authentication logistics telematics or other third-party system application or service that is integrated with or connected to the Platform.
• o."Terms" means these Terms and Conditions as amended from time to time in accordance with Clause 26 hereof.
• p."Privacy Policy"means the Company's Privacy Policy published on the Platform governing the collection use and processing of personal data.

1.2Headings in these Terms are for ease of reference only and do not affect interpretation. Where any provision of these Terms conflicts with any other document or communication the Terms shall prevail unless expressly stated otherwise in a separately executed written agreement signed by an authorised representative of the Company.

eProqure is a cloud-based Software-as-a-Service platform that enables organizations to digitize automate and manage their sourcing procurement supplier collaboration purchase order workflows and logistics visibility through a centralized web application. The Platform consists of one or more of the following modules depending on the Customer's subscription and implementation scope.

• 2.1Strategic Sourcing RFQ Management Tender Management and Reverse Auctions enabling the Customer to create configure and conduct Procurement Events with custom bidding rules and auction settings.
• 2.2Supplier Management and the Supplier Portal enabling the Customer to invite Suppliers receive quotations and bids compare submissions and maintain supplier master data.
• 2.3Procurement Approvals and Workflows enabling the Customer to configure approval hierarchies departments locations plants business units roles and permissions.
• 2.4Purchase Order Integration and ERP and CRM Integrations enabling the receipt of approved purchase requests from and the synchronization of awarded supplier and procurement data with the Customer's enterprise systems.
• 2.5WhatsApp and Communication Integrations enabling procurement notifications reminders and updates to be sent through supported communication channels.
• 2.6Vehicle Tracking and Shipping Container Tracking enabling logistics visibility including trip tracking delivery milestone tracking and estimated arrival monitoring where the Customer has subscribed to these modules and the underlying integrations are available.
• 2.7Reporting and Analytics and User and Organization Management enabling the generation of procurement reports dashboards and the administration of Users roles and organizational structures.

2.8The availability of any particular module or feature is dependent on the Customer's subscription plan and implementation scope. The Company reserves the right to introduce modify or discontinue any module or feature of the Platform at its discretion provided that any material discontinuation affecting an active Subscription shall be notified to the Customer in accordance with Clause 26.

• 3.1To access the Platform a Customer must complete the registration process and create an Account. By registering the Customer confirms that it is a validly existing business entity with the legal capacity to enter into binding agreements and that the individual completing the registration is duly authorised to act on the Customer's behalf.
• 3.2The Customer shall ensure that all information provided during registration including organizational details billing details and the identity of authorised Users is accurate complete and kept up to date.
• 3.3The Customer is responsible for creating and managing User accounts under its Account including the assignment of roles and permissions and shall ensure that each User accessing the Platform agrees to comply with these Terms.
• 3.4The Customer shall maintain the confidentiality of Account and User credentials and shall ensure that credentials are not shared between individuals. The Customer shall promptly notify the Company of any actual or suspected unauthorised access to its Account.
• 3.5The Customer is solely responsible for all activities conducted through its Account and User accounts whether or not authorised by the Customer including all Procurement Events Purchase Orders and communications initiated through the Platform.
• 3.6The Company reserves the right to decline any registration or to suspend or terminate any Account at its discretion where the Customer is found to have violated these Terms provided false or misleading information or where continued access would be detrimental to the Platform or to other users.

• 4.1The Customer shall use the Platform solely for legitimate procurement sourcing supplier collaboration and logistics management purposes in connection with its own business operations.
• 4.2The Customer shall not use the Platform for any purpose that is unlawful fraudulent deceptive or that violates these Terms or any applicable law or regulation including competition and anti-bribery law.
• 4.3The Customer shall not attempt to reverse-engineer circumvent or gain unauthorised access to any part of the Platform its underlying systems or any data accessible through the Platform including data belonging to other customers.
• 4.4The Customer shall not use automated tools bots scrapers or data-mining software to extract data from the Platform beyond what is available through officially supported interfaces and APIs.
• 4.5The Customer shall not upload or transmit any content that contains malware viruses spyware or any other code designed to interfere with disrupt or damage the Platform or any connected Third-Party System.
• 4.6The Customer shall ensure that all specifications pricing information and communications submitted to Suppliers through the Platform are accurate and lawful and shall be solely responsible for the content of any Procurement Event it conducts.
• 4.7The Customer shall be solely responsible for evaluating awarding and contracting with Suppliers and for all commercial and legal terms agreed with any Supplier whether or not facilitated through the Platform.
• 4.8The Company reserves the right to investigate any suspected breach of these obligations and to suspend or terminate any Account found to be in breach and may refer suspected unlawful conduct to the relevant law enforcement or regulatory authority.

• 5.1Suppliers may be invited to participate in Procurement Events through the Supplier Portal or through supported communication channels including WhatsApp and email. The Company does not independently verify the accuracy completeness authority or creditworthiness of any Supplier registered on or invited to the Platform.
• 5.2The Company does not participate in and is not a party to any negotiation contract or transaction between a Customer and a Supplier. The Company shall not be liable for any act omission default or misrepresentation by any Supplier or for any dispute arising between a Customer and a Supplier.
• 5.3Bid comparisons evaluation scores and award recommendations generated by the Platform are based on the data and criteria configured by the Customer and are provided for informational purposes only. The Customer remains solely responsible for its supplier selection and award decisions.
• 5.4The Platform may from time to time contain links to or integrations with third-party websites applications or resources. The inclusion of any such link or integration does not constitute an endorsement by the Company and the Company accepts no responsibility for the content availability or practices of any third-party resource.

• 6.1The Platform supports integration with Third-Party Systems including ERP systems CRM systems finance systems email platforms WhatsApp and other communication platforms authentication providers and other business applications.
• 6.2The availability and scope of any integration is dependent on the capabilities of the Customer's existing Third-Party Systems. Integrations can only be implemented where the relevant third-party software provides accessible application programming interfaces open endpoints or other supported integration interfaces and the Company makes no representation that any particular Third-Party System will be compatible with the Platform.
• 6.3Where the Platform receives approved purchase requests from or synchronizes procurement data with a Customer's ERP or CRM system including the transmission of awarded supplier details for automatic or assisted Purchase Order creation the Company shall use reasonable efforts to maintain accurate synchronization but shall not be liable for any error omission or delay arising from the Customer's Third-Party System or from any interruption in connectivity between the Platform and that system.
• 6.4The Customer is responsible for ensuring that it holds all necessary rights licences and permissions to permit the Company to connect with and exchange data through its Third-Party Systems and for configuring the access and permission settings of those systems appropriately.

• 7.1Depending on the modules subscribed to and the availability of supported integrations the Platform may provide logistics visibility features including vehicle tracking shipping container tracking shipment status monitoring trip tracking delivery milestone tracking and estimated arrival monitoring through a centralized shipment visibility dashboard.
• 7.2Tracking information displayed on the Platform is received through third-party service providers including GPS and telematics providers logistics providers and other customer-configured integrations. The Company does not itself operate any tracking hardware fleet or logistics network and integrates such third-party tracking services into the Platform solely for the purpose of consolidating and presenting the information received.
• 7.3The Company does not warrant the accuracy timeliness or completeness of any Logistics Data and shall not be liable for any loss delay or damage arising from inaccurate incomplete or delayed tracking information originating from a third-party service provider or from any interruption in the availability of a third-party tracking service.
• 7.4The Company does not act as and shall not be deemed to be a freight carrier logistics provider or transportation service provider by virtue of providing Logistics Data through the Platform.

• 8.1eProqure is intended to help organizations digitize and optimize procurement and supply chain operations by providing tools for strategic sourcing supplier collaboration procurement workflow automation enterprise integrations reporting and shipment visibility.
• 8.2The Platform facilitates procurement and logistics processes but does not act as a buyer seller supplier marketplace operator freight carrier logistics provider payment processor financial institution or legal representative of any Customer or Supplier.
• 8.3All procurement decisions supplier selection pricing negotiations Purchase Orders transportation arrangements shipment decisions contractual agreements and regulatory compliance remain the sole responsibility of the Customer. Nothing in these Terms shall be construed as creating any agency partnership or fiduciary relationship between the Company and any Customer or Supplier.

The Company collects processes and uses data for the specific and limited purposes described in this section. This section should be read together with the Company's Privacy Policy which provides further detail on data handling practices.

• 9.1Registration and Account Data.When a Customer registers on the Platform the Company collects the organization's name business address contact details and the name email address and role of each authorised User. This data is collected to create and administer the Account verify identity send account-related communications and provide support.
• 9.2Procurement and Transactional Data. The Company collects data generated in the course of using the Platform including Procurement Event details specifications supplier quotations bid comparisons approval records and Purchase Order data. This data is collected to operate the Platform's sourcing procurement and reporting functionality.
• 9.3Supplier Data. The Company collects data relating to Suppliers registered on or invited to the Platform including contact details quotations bids and supporting documents submitted in connection with Procurement Events.
• 9.4Usage and Interaction Data. The Company collects data about how Users interact with the Platform including login timestamps pages visited features used and actions taken. This data is collected to improve Platform performance personalize the User experience monitor for security incidents and conduct internal analytics.
• 9.5Device and Technical Data. The Company automatically collects technical data including IP address browser type operating system and device type to ensure secure access diagnose technical issues and maintain platform security.
• 9.6Payment and Billing Data. Where a Customer activates a paid Subscription the Company collects billing information including name billing address and payment method details. Payment transactions are processed by a third-party payment provider and the Company does not store full card details on its own systems.
• 9.7Logistics and Integration Data. Where the Customer subscribes to logistics or integration modules the Company processes data received from Third-Party Systems and tracking providers solely for the purpose of delivering the relevant module.
• 9.8Communications and Support Data. Where a Customer contacts the Company by email in-Platform messaging or any other channel the Company retains records of those communications for the purpose of responding to enquiries and improving support processes.
• 9.9Cookies and Tracking Technologies. The Platform uses cookies and similar technologies to maintain session state remember preferences enhance security and collect usage analytics as further described in the Privacy Policy.

• 10.1Performance of Contract.The Company processes Account Data procurement and transactional data and billing data to the extent necessary to register the Customer's Account deliver the subscribed modules process subscription payments and provide support. This processing is necessary for the performance of the Company's contractual obligations under these Terms.
• 10.2Legitimate Interests.The Company processes usage data device data and technical logs on the basis of its legitimate interests in maintaining the security and performance of the Platform detecting and preventing fraud and conducting internal analytics to improve the Platform's features.
• 10.3Legal Obligation. The Company may process and retain data to the extent required to comply with applicable laws court orders regulatory requirements and lawful requests from governmental or regulatory authorities.
• 10.4Consent. Where the Company processes data for marketing communications or other purposes not required for contractual performance it does so on the basis of prior opt-in consent which may be withdrawn at any time through the unsubscribe mechanism in any marketing communication or by contacting the Company through the details in Clause 25.

The Company does not sell Customer Data. The following sets out the categories of recipients with whom data may be shared and the purpose of each sharing arrangement.

• 11.1Cloud Hosting and Infrastructure Providers engaged to host operate and maintain the Platform and store data securely on the Company's instructions and subject to contractual data protection obligations.
• 11.2Third-Party System Providers including ERP CRM logistics telematics and communication platform providers with whom data is exchanged solely to the extent necessary to deliver the relevant integration configured by the Customer.
• 11.3Payment and Billing Providers engaged to process Subscription payments and billing information.
• 11.4Technical Support and Maintenance Providers engaged to assist with Platform maintenance diagnostics and support activities who access data only to the extent necessary for the relevant activity and are bound by confidentiality obligations.
• 11.5Legal and Regulatory Authorities where disclosure is required by applicable law ordered by a court of competent jurisdiction or reasonably necessary to protect the rights safety or property of the Company its customers or the public.
• 11.6Professional Advisers including legal financial and audit advisers engaged on a confidential basis and only to the extent necessary for the relevant professional engagement.
• 11.7Business Transfers.In the event of a merger acquisition restructuring or sale of all or substantially all of the Company's assets Customer Data may be transferred to the acquiring or successor entity as part of that transaction. The Company will notify Customers of any such transfer that materially affects the handling of their data and will ensure that the receiving entity is bound by obligations no less protective than these Terms.

• 12.1The Company implements technical and organizational security measures appropriate to the nature of the data processed including encryption of data in transit encryption of data at rest where technically supported role-based access controls secure authentication mechanisms audit logging periodic access reviews vulnerability management and incident response procedures.
• 12.2The Company shall not be liable for any loss damage or unauthorised access arising from security vulnerabilities or failures that are outside the Company's direct control including vulnerabilities in the Customer's own devices networks or Third-Party Systems. The Customer is responsible for maintaining the security of its own Account and User credentials.

• 13.1The Company shall notify affected Customers without undue delay and in any event within the timeframe required by applicable law upon becoming aware of a security incident that has resulted in or is reasonably likely to result in unauthorised access to or disclosure loss or alteration of Customer Data.
• 13.2Such notification shall include to the extent available at the time a description of the nature of the incident the categories of data affected the likely consequences the measures taken or proposed to address the incident and the contact details of the Company's designated contact for further information.
• 13.3The Company shall maintain incident response procedures and shall cooperate with relevant regulatory authorities in the investigation and resolution of security incidents in accordance with applicable law.

• 14.1The Company retains data only for as long as is reasonably necessary for the purposes for which it was collected or as required by applicable law.
• 14.2Account and Procurement Data is retained for the duration of the Customer's active Subscription and for a reasonable period thereafter as necessary for legal compliance and resolution of any outstanding matters.
• 14.3Usage and technical data is retained for a reasonable period not typically exceeding twelve months from collection or such longer period as may be justified by the Company's legitimate interests in platform security and improvement.
• 14.4Payment and billing data is retained for the period required by applicable financial and tax law which may extend beyond the termination of the Customer's Account.
• 14.5Where a Customer requests deletion of its Account and associated data the Company shall process such request within a reasonable period subject to any lawful basis for continued retention and shall confirm to the Customer when deletion has been completed.

The Company is based in India and the Platform may be hosted on cloud infrastructure located in India or in other jurisdictions depending on the Company's infrastructure configuration. By using the Platform the Customer consents to the transfer and processing of data outside the country in which it is located. Wherever data is transferred internationally the Company shall ensure that appropriate safeguards are in place to protect the data in accordance with applicable data protection law. Customers who require further information about the safeguards applicable to international transfers may contact the Company through the details in Clause 25.

• 16.1Customer Data and all content uploaded by the Customer or its Users to the Platform is and shall remain the intellectual property of the Customer. The Company does not acquire any ownership rights in Customer Data by virtue of its being uploaded to or processed through the Platform. The Customer grants the Company a limited non-exclusive royalty-free licence to process store and use Customer Data solely for the purpose of delivering the subscribed modules of the Platform during the period of the Customer's Subscription.
• 16.2The Platform itself including all software architecture dashboards interfaces APIs documentation and all other technology and design elements that are not Customer-generated content is and shall remain the exclusive intellectual property of the Company or its licensors. Nothing in these Terms transfers any intellectual property right in the Platform to the Customer. The Customer's access to and use of the Platform is a limited non-exclusive non-transferable licence to use the Platform for its own internal business purposes during the period of an active Subscription.
• 16.3All trademarks service marks trade names logos and domain names associated with eProqure and Webclues Infotech are the exclusive property of the Company. The Customer shall not use any of these marks without the prior written consent of the Company.
• 16.4Reports dashboards and analytics generated by the Platform in the course of delivering services to the Customer are produced using the Company's proprietary systems. The Customer may use such outputs for its own internal business purposes and shall not reproduce sell distribute or commercialise such outputs without the Company's prior written consent.

• 17.1Access to the Platform requires activation of a paid Subscription following the expiry of any trial or evaluation period offered by the Company. All applicable fees and payment terms are set out in the applicable order form or as displayed on the Platform at the time of purchase and form part of the Customer's agreement with the Company.
• 17.2Subscription fees are charged in advance for the selected subscription period unless otherwise agreed in writing. Where a Subscription is set to auto-renew the Company will notify the Customer in advance of the upcoming renewal and the applicable fee. The Customer may cancel auto-renewal at any time through its account settings or by written notice and cancellation will take effect at the end of the then-current subscription period.
• 17.3All fees paid are generally non-refundable except where required by applicable law or expressly agreed by the Company. Where a Customer believes it is entitled to a refund it should contact the Company within thirty days through the details provided in Clause 25. The Company shall consider all refund requests in good faith and in accordance with its obligations under applicable law.
• 17.4The Company reserves the right to modify Subscription fees at any time provided that it gives the Customer at least thirty days prior written notice before any fee change takes effect. Continued use of the Platform following a fee change notification shall constitute acceptance of the new fees.
• 17.5The Customer shall be responsible for all applicable taxes duties and levies associated with its Subscription other than taxes based on the Company's net income.

• 18.1The Company warrants that it will operate the Platform with reasonable skill and care and that the Platform will function materially in accordance with its described features during any active Subscription period. Where the Platform materially fails to function as described the Company's primary obligation will be to restore conforming performance within a reasonable timeframe.
• 18.2Save for the warranty in the preceding paragraph the Platform is provided on an as-is and as-available basis. The Company does not warrant that the Platform will be uninterrupted or error-free at all times or that all features integrations or Logistics Data will be available at all times without interruption. The Company expressly disclaims any implied warranty of merchantability or fitness for a particular purpose to the maximum extent permitted by applicable law.
• 18.3The Company does not warrant that use of the Platform will result in any particular procurement or commercial outcome. Procurement outcomes are affected by a wide range of factors beyond the Company's control including Supplier conduct market conditions and the Customer's own procurement decisions.

• 19.1To the maximum extent permitted by applicable law the Company's total aggregate liability to any Customer arising out of or in connection with these Terms or the use of the Platform whether in contract tort including negligence breach of statutory duty or otherwise shall not exceed the total Subscription fees paid by that Customer to the Company in the three months immediately preceding the event giving rise to the claim.
• 19.2Neither the Company nor any of its officers directors employees agents or affiliates shall be liable to any Customer for any loss of profit loss of business loss of anticipated savings loss of data loss of goodwill or for any indirect consequential incidental special or punitive damages arising out of or in connection with the use of or inability to use the Platform even if the Company has been advised of the possibility of such losses.
• 19.3Without limiting the foregoing the Company shall not be liable in any circumstances for the following categories of loss. First any loss arising from a Customer's reliance on Logistics Data received from a third-party tracking provider without independent verification. Second any loss arising from the conduct of a Supplier or from any transaction agreed between a Customer and a Supplier whether or not facilitated through the Platform. Third any loss arising from the Customer's failure to maintain the security of its Account and User credentials. Fourth any loss arising from the unavailability incompatibility or malfunction of a Third-Party System. Fifth any loss arising from causes outside the Company's reasonable control including failures in third-party infrastructure or the Customer's own network or devices.
• 19.4Nothing in these Terms shall limit or exclude the Company's liability for death or personal injury caused by its negligence for fraud or fraudulent misrepresentation or for any other liability that cannot lawfully be excluded or limited under applicable law.

20.1The Customer agrees to indemnify defend and hold harmless the Company and its officers directors employees agents affiliates service providers and licensors from and against all claims demands losses damages fines penalties costs and expenses including reasonable legal fees arising out of or connected to the following.

• a.Any breach of these Terms by the Customer or its Users.
• b.The submission of false misleading fraudulent or inaccurate information by the Customer or its Users through the Platform.
• c.The Customer's misuse of the Platform or of any output generated by the Platform.
• d.Any violation by the Customer of applicable law including any data protection procurement competition or anti-bribery law.
• e.Any claim by a Supplier or other third party arising from the Customer's conduct on or through the Platform.

• 21.1A Customer may close its Account at any time by contacting the Company through the details provided in Clause 25 subject to any minimum term set out in the applicable order form. Upon closure of an Account the Customer's access to the Platform will be suspended and data retention following closure is governed by Clause 14 of these Terms.
• 21.2The Company may at any time suspend or terminate a Customer's access to the Platform without prior notice if the Company reasonably believes that the Customer has violated these Terms has submitted false or misleading information or is using the Platform in a manner that poses a risk to other customers or to the Platform. The Company may also suspend access where Subscription fees are overdue and have not been paid within a reasonable period following a written reminder.
• 21.3Upon termination of a Customer's Account all licences granted under these Terms shall immediately cease. Clauses relating to Intellectual Property Data Retention Disclaimers and Warranties Limitation of Liability Indemnification and Dispute Resolution shall survive termination of a Customer's Account.

• 22.1Neither the Company nor the Customer shall be in breach of these Terms or liable to the other for any delay in or failure to perform any obligation under these Terms to the extent that such delay or failure is directly caused by circumstances beyond that party's reasonable control including acts of God natural disasters pandemics or public health emergencies war terrorism civil unrest governmental or regulatory actions power grid failures telecommunications infrastructure failures and internet service provider outages.
• 22.2A party seeking to rely on force majeure shall give prompt written notice to the other party describing the nature and anticipated duration of the relevant event and shall use all reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable. If a force majeure event continues for more than sixty consecutive days either party may terminate these Terms upon written notice without liability for the termination itself subject to settlement of any amounts properly due up to the date of termination.

• 23.1Each party shall keep confidential all non-public business technical and commercial information disclosed by the other party in connection with these Terms and shall not disclose such information to any third party except to its personnel and advisers on a need-to-know basis or as required by applicable law.
• 23.2The obligations of confidentiality under this Clause shall not apply to information that is or becomes publicly available through no fault of the receiving party was lawfully known to the receiving party prior to disclosure or is independently developed without reference to the disclosing party's confidential information.

• 24.1Amicable Resolution: Where any dispute controversy or claim arises between the Company and a Customer in connection with these Terms or the use of the Platform the parties shall first attempt to resolve the dispute amicably through good-faith discussion. The Customer should contact the Company in writing at the details provided in Clause 25 describing the nature of the dispute in reasonable detail. Neither party shall commence formal dispute resolution proceedings before the expiry of thirty days from the date on which the disputing party first notified the other in writing of the dispute unless the circumstances make a shorter period necessary to preserve a party's rights.
• 24.2Arbitration: If the dispute is not resolved in accordance with the preceding clause either party may refer the dispute to binding arbitration conducted in accordance with the Arbitration and Conciliation Act 1996 of India. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties and if the parties fail to agree upon an arbitrator within fifteen days of the notice invoking arbitration the arbitrator shall be appointed in accordance with the applicable rules. The seat and venue of arbitration shall be Ahmedabad Gujarat India and the arbitration shall be conducted in the English language. The arbitral award shall be final and binding upon the parties and may be enforced in any court of competent jurisdiction.
• 24.3Interim Relief: Nothing in this Clause shall prevent either party from seeking temporary preliminary injunctive equitable or other interim relief from the courts of competent jurisdiction at Ahmedabad Gujarat where such relief is necessary to prevent irreparable harm or to protect confidential information intellectual property rights trade secrets or other proprietary rights pending resolution of the dispute.
• 24.4Governing Law and Jurisdiction: These Terms and any dispute claim or controversy arising out of or relating to these Terms their subject matter formation interpretation validity performance enforcement or termination shall be governed by and construed in accordance with the laws of India without regard to its conflict of law principles. Subject to the arbitration provisions set forth above the courts at Ahmedabad, Gujarat shall have exclusive jurisdiction over any matter that is properly brought before a court.

25.1For any privacy-related concerns data rights requests grievances complaints or general enquiries regarding these Terms or the Platform Customers may contact the Company through the following details.

• Company Name: Webclues Infotech
• Email: Sales@webcluesinfotech.com
• Postal Address: 1010, Signature 01, Survey No. 841/1/2/10, Plot No. 287 / 276, S.G. Highway, Makarba, Ahmedabad, Gujarat, India – 380051

• 25.2Response Timeline: The Company shall acknowledge receipt of a grievance or request within three business days and shall endeavour to resolve it within thirty days of acknowledgement.
• 25.3For technical support subscription enquiries and general account assistance Customers may contact the Company through the support channel accessible within the Platform or at the support email address published on the Platform.

• a.Entire Agreement: These Terms together with the Privacy Policy and any order form or subscription agreement executed between the parties constitute the entire agreement between the Company and the Customer with respect to the use of the Platform and supersede all prior agreements representations negotiations correspondence and understandings whether oral or written relating to the Platform and the services described herein.
• b.Amendments:The Company reserves the right to amend or update these Terms at any time. Where the Company makes a material change to these Terms it will notify registered Customers by email or through a notice on the Platform at least thirty days before the change takes effect. The Customer's continued use of the Platform after the effective date of any amendment constitutes acceptance of the updated Terms. Where a Customer does not agree to the amended Terms it should discontinue use of the Platform and close its Account before the amendment takes effect.
• c.Severability: If any provision of these Terms is found by a competent authority to be invalid unlawful or unenforceable that provision shall be severed from the remaining Terms which shall continue in full force and effect. The parties shall in good faith negotiate a valid replacement provision that achieves as nearly as possible the original intention of the severed provision.
• d.Waiver: No failure or delay by the Company in exercising any right or remedy under these Terms shall constitute a waiver of that right or remedy. A waiver of any breach shall not be construed as a waiver of any subsequent breach of the same or any other provision.
• e.Assignment: The Customer may not assign or transfer any of its rights or obligations under these Terms to any third party without the prior written consent of the Company. The Company may assign its rights and obligations under these Terms to an affiliate or to a successor entity in connection with a merger acquisition restructuring or sale of all or substantially all of its assets upon written notice to registered Customers.
• f.Notices:All formal notices from the Company to a Customer under these Terms shall be sent to the email address associated with the Customer's Account. Notices from a Customer to the Company shall be sent to the email address set out in Clause 25. An email notice shall be deemed received on the first business day following the date of transmission provided no delivery failure notification has been received by the sender.
• g.Relationship of Parties: The Company and the Customer are independent parties. Nothing in these Terms creates or shall be deemed to create any partnership joint venture agency employment franchise or fiduciary relationship between them.
• h.Electronic Record: These Terms constitute an electronic record within the meaning of the Information Technology Act 2000 of India and the rules made thereunder and do not require any physical or digital signature to be legally binding. By registering on the Platform or by using the Platform during any trial or Subscription period the Customer confirms its acceptance of and agreement to be bound by these Terms.

By completing the registration process on the Platform by activating a trial or Subscription or by using any feature of the Platform the Customer confirms all of the following.

• a.The Customer has read and understood these Terms in their entirety.
• b.The Customer has had the opportunity to seek independent legal advice before accepting.
• c.The Customer agrees to be bound by these Terms with immediate effect.
• d.The individual accepting these Terms on behalf of the Customer warrants that they hold the authority to bind the Customer to these Terms.