These Terms and Conditions constitute a contract between you, the client and Minions Ventures Private Limited, having its registered address at Wing A, Ground Floor, Office 1, Block A, Salarpuria Softzone, Bellandur, Bangalore – 560103, and includes its successors and assigns (“KredX”), governing inter alia your use of the Software (defined hereinafter). KredX owns and operates a software application to facilitate through various modules management of inter alia invoices, accounts payable, accounts receivable, discounting of invoices (including dynamic discounting), other features introduced from time to time under new modules (“Software” or “Capvel”).
By accessing the Software and opening and using an account in the Software, you agree to these Terms and Conditions that will govern your use of the Software. If you are creating an account in the Software and using the Software for commercial purposes on behalf of a company, organisation or other entity, you represent and warrant that you are authorised to do so and have the authority to bind such entity to these Terms and Conditions, in which case the words “you” and “your” as used in these Terms and Conditions shall refer to such entity.
KredX may revise these Terms and Conditions from time to time. The revised version will be effective at the time we post it, unless otherwise specified. If changes/revisions to these Terms and Conditions reduce your rights or increase your responsibilities, KredX will post a notice of the same on the KredX website. By continuing to use the Software after changes to these Terms and Conditions are effected by KredX, you agree to abide and be bound by those changes. If you do not agree with any changes to these Terms and Conditions, you may close your account in the Software.
In these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall bear the meanings ascribed to them below:
(a) “Acceptable Use Policy” shall have the meaning ascribed to the term in Clause;
(b) “Affiliate” shall mean an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party, where 'control' is defined as the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise;
(c) “Applicable Law” shall mean any law, statute, rule, regulation, ordinance, direction, guideline, judgment, award, decree, writ or other binding action or condition imposed by any government department/agency or instrumentality of any governmental authority, or any court or arbitral tribunal or any self-regulatory body of any jurisdiction which is applicable to a Party or to which its business or assets may be subject;
(d) “Client Data” shall mean all data (including personally identifiable information of individuals, if any) uploaded by you on to the Platform in connection with the use of the Software;
(e) “Effective Date” shall mean the date of execution of this Agreement by both the Parties;
(f) “Intellectual Property Rights” shall mean all past, present and future rights of the following types, which may exist or be created under the laws of any jurisdiction in the world:
(g) "Party" shall mean either the KredX or you. "Parties" shall mean a collective reference to KredX and you;
(h) “Person” shall mean any natural person, limited or unlimited liability company, corporation, general partnership, limited partnership, proprietorship, trust, union, association, court, tribunal, agency, government, ministry, department, commission, self-regulatory organisation, arbitrator, board, or other entity, enterprise, authority, or business organisation;
(i) “Platform” shall mean the platform or interface developed or used by KredX, for hosting the Software, and which platform/interface/tool is accessed by your to use the Software pursuant to the license under this Agreement;
Unless the context otherwise requires in these Terms and Conditions:
(a) words importing persons or parties shall include firms and corporations and any organizations having legal capacity;
(b) words importing the singular include the plural and vice versa where the context so requires;
(c) reference to any law shall include such law as from time to time enacted amended, supplemented or re-enacted;
(d) reference to any gender includes a reference to all other genders;
(e) reference to the words "include" or "including" shall be construed without limitation;
(f) reference to these Terms and Conditions or any other agreement, deed or other instrument or document shall be construed as a reference to these Terms and Conditions, such agreement, deed or other instrument or document as the same may from time to time be amended, varied, supplemented or novated;
(g) in addition to the terms defined in Clause 1.1 above, certain other terms are defined elsewhere in these Terms and Conditions and wherever such terms are used in these Terms and Conditions, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires;
(h) the headings and titles in these Terms and Conditions are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction hereof;
1 KredX grants to you, and you hereby accept, the non-exclusive, non-transferable, non-sub-licensable, non-assignable, limited and revocable right to access and use the Software in accordance with the terms of these Terms and Conditions.
2 You agree and acknowledge that KredX is entitled to, from time to time, develop and improve additional features to the Software.
3 You acknowledge that these Terms and Conditions constitute a licensing and services agreement, and you shall not have the right to download, install or make copies of the Software or use the Software without accessing the Platform.
Suspension of Use of Software
(a) You agree that KredX shall be entitled to suspend access and use of the Software by you and your users, vendors, suppliers and customers as applicable (“Other Users”), if KredX is of the opinion, in its sole discretion, that:
(b) When reasonably practicable and subject to Applicable Law, KredX will provide you with an advance notice of any such suspension pursuant to Clause 2.4(a) hereinabove. KredX will use reasonable efforts to re-establish access to the Software promptly after KredX determines that the issue(s) causing the suspension has been resolved. Any suspension under this Clause 2.4 shall not absolve you from making payments agreed to between you and KredX.
(c) Notwithstanding the aforesaid, KredX shall be entitled to suspend access and use of the Software (or any part thereof) in case of a scheduled downtime or maintenance of the Software carried out by KredX by issuing an advanced reasonable notice to you.
You hereby acknowledge and agree that:
(a) the Software is licensed for use in an "as is" and "as available" manner. Except as expressly stated in these Terms and Conditions, KredX makes no warranties as to the availability of uninterrupted, error free, completely secure and virus free Software, or the merchantability or fitness thereof. KredX will not be liable for any acts which are beyond its reasonable control, but will use reasonable efforts to correct any performance related problem brought to its attention;
(b) for using the Software, you will procure all necessary infrastructure, facilities, services and third-party products as may be required by KredX, at no cost to KredX;
(c) KredX will not be responsible/liable for any shortcomings, defects or deficiencies in the performance of any third-party products/intellectual property used by you while using the Software. KredX makes no representations or warranties relating to any other third-party products/intellectual property used by you with respect to gaining access to and using the Software;
(d) KredX will not be responsible for the accuracy and completeness of any data uploaded/accessed by you (including its employees or any other authorised representatives) or Other Users on the Platform;
(e) You shall not, and shall not permit anyone to:
(i) copy or republish the Software,
(ii) make the Software available to any Person except Other Users pursuant to an authorization from you
(iii) use or access the Software to provide any service to third party(ies)
(iv) modify or create derivative works based on the Software,
(v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software
(vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software
(vii) access the Software in order to build a similar product or competitive product, or
(viii)remove any proprietary notices or labels. Subject to the limited license granted herein, KredX shall own all right, title and interest in and to the Software and other deliverables provided under these Terms and Conditions, including all modifications, customizations, improvements, upgrades, derivative works and Intellectual Property Rights therein
(f) you will cooperate with the integration of the Client Data as may be required for use of the Software;
(g) you shall notify KredX (and cause the Other Users to notify KredX) immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security and provide reasonable assistance (and cause the Other Users to provide reasonable assistance) to stop any unauthorized use of the Software;
(h) you shall be responsible solely for maintaining the security of your account, password(s) (including but not limited to administrative and user password(s)) and files, and for all uses of your account with or without your knowledge or consent;
(i) you shall be responsible for the Other Users’ maintenance of the security of their accounts, password(s) (including but not limited to administrative and user password(s)) and files in respect to the use of the Software; and
(j) access to the Software is subject to the following conditions (“Acceptable Use Policy”) being fulfilled:
(i) you having paid the fees due and payable, in accordance with the terms agreed; and
(ii) the Software is being used/availed/accessed in accordance with these Terms and Conditions.
Each Party represents and warrants that:
(a) it has the power and requisite authority, permission, approval and sanction to enter into and to exercise its rights and to perform its obligations hereunder;
(b) it has taken all necessary action to authorize the execution of and the performance of its obligations hereunder;
(c) the obligations expressed to be assumed by it hereunder are legal, valid, binding and enforceable; and
(d) neither the execution nor performance of this Agreement will contravene any provision of any Applicable Laws; or any contract, agreement or document by which it is/may be bound.
You further represent, warrants and covenant that:
(a) you have the necessary and valid, licenses, registrations, approvals, consents, permissions and authorisations from appropriate authorities for use of the Software as per the terms of these Terms and Conditions. You agree and undertake that you shall, at all times, keep such licenses, registrations, approvals, consents, permissions and authorisations valid and subsisting and provide copies thereof at the request of KredX. Further, you agree and undertake to use the Software in accordance/compliance with Applicable Law;
(b) you shall implement necessary processes to limit access to the Software only to your authorized employees or Other Users pursuant to an authorization, and that such authorized employees or Other Users access the Software in accordance with the terms hereof. Further, you shall, at all times, be responsible for the acts or omissions on part of your employees, agents, representatives, or Other Users in relation to the use of the Software;
(c) you shall follow (and cause the Other Users to follow) directions which KredX may stipulate from time to time in relation to the use of the Software;
(d) you shall not do any act or undertake any process which would infringe the Intellectual Property Rights of KredX and/or any third party;
(e) you shall not do any act or undertake any process which would be in violation of the Applicable Laws;
(f) you shall observe the highest standards of ethics within your organisation and shall not have engaged in and shall not hereafter engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice (collectively the “Prohibited Practices”). Notwithstanding anything to the contrary contained in these Terms and Conditions, KredX shall be entitled to terminate these Terms and Conditions with immediate effect, without being liable in any manner whatsoever to you, if KredX determines that you have, directly or indirectly or through an agent, engaged in any Prohibited Practices; and
KredX does not warrant on matters pertaining to transactions between you and Other Users carried out on the Platform. KredX shall not be liable to you or any third-party in respect of any failure by you or a third-party to fulfil obligations in relation to transactions effected of facilitated on the Platform through use of the Software.
Each Party may, as a result of the relationship contemplated hereunder, disclose to the other Party any such information that is confidential and proprietary (“Confidential Information”) to the disclosing Party as may be necessary in relation to the performance of this Agreement. It is clarified and agreed that this Agreement (including its existence) shall constitute Confidential Information of the Parties.
The receiving Party undertakes to the disclosing Party, to keep confidential the disclosing Party’s Confidential Information, and not to disclose the Confidential Information in whole or in part to any other Person without the disclosing Party’s prior written consent, except to the receiving Party’s employees, agents and sub-contractors involved in the performance of this Agreement or in the availing/provision of the Services on a confidential and need-to-know basis and provided that employees, agents and sub-contractors are bound by written agreements of confidentiality which are at least as stringent as the provisions of this Agreement and are bound to use the Confidential Information solely in connection with this Agreement.
The aforementioned confidentiality obligations will not extend to Confidential Information which:
(a) was in possession of the receiving Party before receipt from the disclosing Party;
(b) is or becomes a matter of public knowledge through no fault of the receiving Party;
(c) is lawfully received by the receiving Party from a third party;
(d) is disclosed by the disclosing Party to a third party without a duty of confidentiality on the third party;
(e) is independently developed by the receiving Party without use of the disclosing Party’s Confidential Information; or
(f) is disclosed under operation of law, provided receiving Party notifies disclosing Party and upon disclosing Party’s request, agrees to cooperate in all reasonable respects to contest the disclosure or obtain a protective order or other remedy.
At any time, at the request and option of the disclosing Party and in the event of termination or expiration of this Agreement, the receiving Party must promptly (a) return to the disclosing Party, as instructed by the disclosing Party, all the Confidential Information in any medium in its possession or control, which contain or refer to the disclosing Party’s Confidential Information, or (b) if the Confidential Information is not in a form returnable, the receiving Party must permanently destroy or erase (on all forms of recordation) the Confidential Information and certify in writing to the disclosing Party, the destruction of such Confidential Information.
All intellectual property, including any and/or all patents and applications, inventions, trade secrets, design, methods, processes, know-how, software (including the Software), copyrights, copyrights registrations and applications, trade names, corporate names, logos, common law trademarks, trademark registrations and applications, computer programs, applications or software whether in source, object or executable code and any proprietary rights in such programs, including documentation and other materials or documents related thereto, owned by a Party, its licensors or sub-contractors as on the effective date of these Terms and Conditions shall continue to be owned by such Party, its licensors or sub-contractors and, except as expressly provided in this Agreement, the other Party shall not acquire any right, title or interest in or to such intellectual property rights. KredX shall own all right, title and interest in and to any intellectual property created or developed by KredX, its employees or agents or its sub-contractors for its internal use or for assisting you for using the Software and you shall own all right, title and interest in and to any intellectual property created or developed by you, your employees or agents or its sub-contractors for your internal use. It is further clarified that, subject to the limited rights granted to you to use the Software as per the terms of these Terms and Conditions, any and all Intellectual Property Rights relating to the Software shall rest solely with KredX.
You hereby grant to KredX, solely in relation to the access/use of the Software, a non-exclusive license to list/use the details of the employees/clients/Other Users or any other information as may be required under these Terms and Conditions on the Software and use the trademarks, brand name, logo and any other insignia associated with you on (a) the Software, and/or (b) any marketing materials prepared by or provided to KredX in relation to the facilitation of use of the Software. However, KredX warrants that it shall endeavor to ensure prevention of any misuse of your data and details listed on the Software or the marketing materials and it shall at all times adhere to your directions regarding the use of your data, logo and trademark as instructed by you from time to time.
You agree and acknowledge that the Client Data uploaded on the Platform may be accessed, processed and stored on the Platform by you, KredX and/or Other Users as per the terms and the feature of the Software.
You hereby provide specific consent (or shall procure consents/approvals from the Other Users, if required) for KredX and/or its Affiliates to access or process any Client Data as may be required for use of the Software or under Applicable Laws. You hereby agree to comply with all Applicable Laws while using, accessing, processing and sharing any Client Data. Further, the you hereby agree to execute such other documents as may be required by KredX to comply with data protection laws as may be applicable in relation to Client Data, the access/use of the Software as per the terms hereof.
In accessing and using this Platform, you agree not to host, display, upload, modify publish, transmit, update or share any information that:
a) belongs to another person and to which you do not have any right;
b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling or otherwise unlawful in any manner whatsoever;
c) harms minors in any way;
d) infringes any patent, trademark, copyright or other proprietary rights;
e) violates any law for the time being in force;
f) deceives or misleads KredX/third parties about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
g) impersonates another person;
h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource of KredX or otherwise;
i) threatens the unity, integrity, defence, security, sovereignty of India, friendly relations with foreign states or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
You agree that in the event of your failure to comply with these Terms and Conditions, KredX has the right to immediately terminate your access and usage of the Platform and also remove any information uploaded by you on the Platform.
You hereby agree to execute an agreement containing the detailed terms and conditions of use of the Software, the rights, obligations and liabilities of the Parties (“Agreement”). These Terms and Conditions shall be read in conjunction with the Agreement. In the event of any conflict between the terms hereof and the terms of the Agreement, the terms of the Agreement shall prevail.