MASTER SERVICES AGREEMENT | API Banking Platform

This Master Services Agreement (“Agreement”) is entered into on the [__] day of [__], 2022 (“Effective Date”) between:

Between

DECENTRO TECH PRIVATE LIMITED, a company incorporated under the laws of India, having its corporate office at Address: 461/J, Shri Krishna Temple Rd, Indira Nagar 1st Stage, Stage 1, Indiranagar, Bengaluru, Karnataka 560038, India (hereinafter referred to as the “Service Provider” or the “Company”) which expression shall unless repugnant to the context or meaning thereof mean and include their respective heirs, executors, administrators and assigns);

And

XX, a company incorporated under the Companies Act, [1956/2013] and having its registered office at XX (“Customer”), which expression shall, unless it be repugnant to the subject or context thereof, include its successors and assigns), of the other part.

The Service Provider and the Customer are individually referred to as a “Party” and collectively as “Parties”.

NOW THEREFORE THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS

WHEREAS:

The Service provider is a financial services technology company that owns and operates a technology platform known as ‘Decentro’ (“Platform”) and has developed web applications and application program interfaces for facilitating financial services.
The Customer is in the business of operating XX. (“Business Operations”).
The Customer is desirous of appointing the Service Provider for the purpose of availing the Services (defined below) (“Purpose”).
In furtherance of the Purpose, the Service Provider has agreed to enter into this Agreement with the Customer on such terms and conditions, as detailed out herein. It is hereby agreed to by and between the Parties as follows:

DEFINITIONS AND INTERPRETATION
1. In this Agreement, the following words have the meanings set opposite them unless the context indicates otherwise –
  1. “Access Keys” shall mean any confidential or secret keys, including developer ID, certificate ID, application ID, username and/or password that shall be required by the Customer to access the Services in a staging or production environment.
  2. “Affiliate” means, in respect of any company, any company or Person who (a) directly or indirectly Controls, is Controlled by or is under the Control of, the first-mentioned company or (b) is deemed under Applicable Law to be a related corporation of the first-mentioned company.
  3. “API” or “Application Program Interface” shall mean (i) those application program interfaces that are made available by the Service Provider to the Customer, under the terms of this Agreement and are more specifically detailed in the SOW.
  4. “Applicable Laws” shall mean any statute, law, regulation, ordinance, rule, judgment, order, protocols, notification, circular, decree, bye-law, approval, government resolution, order, directive, guideline, policy, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication having the force of law of any of the foregoing, by any government authority having jurisdiction over the matter in question. For clarity, any reference to Applicable Law shall include laws as may from time to time be enacted amended, supplemented, or re-enacted.
  5. “Authorised Users” shall mean those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation.
  6. “Services” refers to (i) access to the APIs and the Platform that enables the Customer to access specific internet-accessible services identified in each SOW and (ii) any other related service availed under or pursuant to this Agreement.
  7. “Customer Account” shall mean the account created with the Service Provider in order to enable the Customer to access the Services.
  8. “Confidential Information” means any and all proprietary or confidential data or information relating to the Disclosing Party, disclosed (directly or indirectly) to the Recipient, including but not limited to, the terms and conditions of this Agreement and/or any and all financial, technical, non-technical information, data, business operations, future products, on-going research, or business, sales, subscribers, suppliers, clients, employees, ideas and creative works belonging to the Disclosing Party (regardless of whether such information is protectable under copyright, patent or trademark and/or trade secret doctrine) including but not limited to copyright, trade secret and proprietary information, data, techniques, business forecasts, program formats, projects, sales and marketing plans, future development, personnel information, whether in oral, written, graphic or electronic form, and whether designated as confidential or not. For the sake of clarity, Confidential Information shall include Access Keys and Documentation. However, Confidential Information shall not include the following:
    1. Confidential Information which is now in or hereafter comes into the public domain otherwise than as a result of a breach of the confidentiality obligations in this Agreement;
    2. Confidential Information which, before any negotiations or discussions leading to this Agreement, were already known by the Recipient and was obtained or acquired in circumstances under which the Recipient was not bound by any form of confidentiality obligation;
    3. Confidential Information which is required by law or regulation to be disclosed to any person who is authorised by law or regulation to receive the same (after consultation, if practicable, with the Disclosing Party to limit disclosure to such authorised person to the extent necessary).
  9. “Control” shall have the meaning assigned to it in the Companies Act, 2013 of India.
  10. “Documentation” refers to the operating, user or technical manuals and all other related materials provided by the Service Provider to the Customer at no additional cost (whether in printed or electronic form) to enable personnel of the Customer to use, understand the operations of the Services including technical documentation, if any.
  11. “Downtime” shall mean the time period when the Services are unavailable.
  12. “End-Customer” shall mean the consumers of the Customer’s products or services.
  13. “Governmental Authority” shall mean any national governmental authority, statutory authority, regulatory authority, government department, agency, commission, board, rule or regulation making entity or authority having or purporting to have jurisdiction over any Party, or other subdivision thereof to the extent that the rules, regulations, standards, requirements, procedures, or orders of such authority, body, or organisation have the force of any Applicable Law or any court or tribunal having jurisdiction, including but not limited to the Reserve Bank of India.
  14. “Intellectual Property” includes all forms of intellectual property rights subsisting under any law or equity and all analogous rights subsisting under the laws of all jurisdictions and shall include any product or process of the human intellect whether registerable or non-registerable, including inter alia, patents, trademarks, copyrights, discoveries, inventions, permits or derivative works of the same expression or literary creation, unique name, trade secret (including ideas, concepts, research and development, compositions, designs, drawings), presentation, instruction manuals, records, memoranda, database rights (including rights of extraction) and all applications, all service marks, logos and trade names, together with all translations, adaptations, derivations, and combinations thereof, and all applications, registrations, and renewals in connection therewith, etc.
  15. “Intellectual Property Rights” means all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
  16. “Personal Information” shall mean all, personal data or information (including any sensitive personal data or information) as defined under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules 2011 and any other applicable data protection legislation as amended from time to time.
  17. “Scheduled Downtime” shall mean a planned Downtime whereby the Customer has been informed of the Downtime by the Service Provider to the extent practically reasonable, prior to its occurrence.
  18. “Service Level” shall mean quantitative levels of performance of the Services as set forth in the relevant SOW.
  19. “Software” means the object code version of any software to which the Customer is provided access as part of the Services, including any Updates.
  20. “Statement of Work” or “SOW” means the written statement of work signed by both the Parties from time to time, incorporating details of the Services to be rendered by the Service Provider and the scope thereof, the service levels in respect of the Services to be adhered to the Fees and payment terms and any other additional terms.
  21. “Third-Party Software” shall mean certain software or components thereof, not developed by the Service Provider, which may consist of open-source software or third-party proprietary software, that is owned by or licensed from a third party and incorporated into the Software.
  22. “Update” shall mean any bug or error fixes, corrections, patches, updates to the Services or any component thereof and shall exclude Upgrades.
  23. “Upgrade” shall mean a new version of the existing Software that offers a significant change or improvement over the current version.
  24. “Unscheduled Downtime” shall mean an unplanned Downtime due to reasons beyond the Service Provider’s control whereby the Service provider is unable to inform the Customer of the same.
  25. “Virus” shall mean anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
  26. “Vulnerability” shall mean a weakness in the computational logic (for example code) found in the software and hardware components that, when exploited, results in a negative impact including but not limited to confidentiality, integrity or availability.
2. INTERPRETATION
  1. Words importing persons or parties shall include firms and corporations and any organisations having legal capacity and words importing the singular include the plural and vice versa.
  2. Reference to the words “include” or “including” shall be construed without limitation.
  3. Any reference to “writing” shall include printing, typing, facsimile, lithography, transmissions by facsimile or in electronic form (including email) and other means of reproducing words in visible form but shall exclude text messages via mobile phones.
  4. References to this Agreement include any Recitals, SOWs and Annexures to it and references to SOWs, Clauses, Annexure are to the SOWs to, clauses of, and annexures to, this Agreement. References to paragraphs are to paragraphs of the Annexures.
  5. Reference to this Agreement or any other agreement, instrument, or document shall be construed as a reference to this Agreement or such other agreement, instrument, or document as the same may from time to time be amended, varied, supplemented or novated in accordance with the terms of such document.
  6. Any reference to books, records or other information means books, records or other information in any form including, without limitation, paper, electronically stored data, magnetic media, film and microfilm.
  7. Reference to any statute or statutory provision shall include: (i) any previous legislation or statute relating to that statute or statutory provision to the extent applicable under the relevant Clause or Annexure; (ii) any subordinate legislation, rules and regulations under the specific statute or statutory provision framed from time to time; and (iii) such statute or provision as may be amended, modified, repealed, re-enacted or consolidated.
  8. In the event of any inconsistency or conflict between the terms of the Agreement and any SOW, the terms of the Agreement shall take precedence over the relevant SOW, unless expressly stated otherwise in the relevant SOW.
SCOPE OF SERVICES
1. Licenced Use: Subject to the Customer availing the Services, the restrictions set out hereunder and the other terms and conditions of this Agreement, the Service Provider hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable and revocable licence to use the APIs in respect of the Services availed under the relevant SOW in accordance with the terms of this Agreement (“Licence”).
2. The Service Provider shall provide the Services as identified in the relevant SOW to the Customer.
3. Statements of Work:
  1. The Services to be provided by the Service Provider under this Agreement shall be expressly set forth in the relevant SOW.
  2. Each SOW shall specifically identify Services availed by the Customer.
  3. Each SOW shall be deemed separate and severable.
  4. Each SOW shall be annexed to this Agreement as an Annexure and shall form an integral part of this Agreement.
4. Documentation and Training: The Service Provider shall provide the Customer with Documentation and training for each Service, as more particularly detailed in the relevant SOW.
5. Support Services: The Service provider shall provide support to the Customer (“Support Services”) in accordance with the support levels and procedures set forth in the relevant SOW.
PAYMENT
1. The fees for the Services availed (“Fee”) shall be payable to the Service Provider in accordance with and as more specifically defined in the relevant SOW.
2. The Customer agrees to pay the Fee within 10 (Ten) days of the receipt of the invoice. If any Fee remains unpaid by the Customer for a period of 10 (Ten) days from the date of receipt of the invoice, the Service Provider reserves the right to stop providing Services to the Customer, until the Customer completes the payment and provides proof to the Service Provider. Interest shall accrue on delayed invoice amounts at a rate equal to 2% (Two Percent) per month, commencing on the date after the completion of the 10 (Ten) days from the issuance of the concerned invoice, and continuing until such amounts have been fully paid by the Customer to the Service Provider.
3. The Fees shall be exclusive of all applicable taxes, levies, imports, and duties. All such taxes, levies, imports, and duties that pertain to the Services shall be shown separately in the invoices. All and any other taxes, cess, levies, and duties leviable on the Services shall be the Customer’s sole responsibility and liability.
4. The Customer will deduct applicable statutory deductions; such as tax deductible at source as per the provisions of the Income Tax Act, 1961, from the Fee payable to Service Provider and provide Service Provider with the requisite TDS certificates under the requisite provisions of the Income Tax Act, 1961.
5. The Customer shall be responsible for payment of stamp duty in respect of this Agreement, if applicable.
REPRESENTATIONS AND WARRANTIES BY THE SERVICE PROVIDER
1. For the Term, each Party represents, warrants and covenants that:
  1. it has the full right and authority and all necessary licenses, permits and consents to enter into, execute, and perform its obligations under this Agreement;
  2. it will comply with all Applicable Laws and regulations in providing and using the Services and shall inform the other Party as soon as it becomes aware of any changes in Applicable Law that may affect the performance of its obligations under this Agreement;
  3. it has not entered into any other commitments or agreements which may be in breach of the terms of this Agreement or its obligations hereunder;
  4. that there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings, claims, actions, governmental investigations, orders, judgments, or decrees of any nature made, existing, or pending or, to the best knowledge of each Party, threatened or anticipated against it which may prejudicially affect the Party’s due performance of or the enforceability of this Agreement; and
  5. It will collect and use the Personal Information in accordance with the Applicable Laws.
DISCLAIMERS
1. The Customer acknowledges that the Services provided by the Service Provider are provided on an “as is” basis and expressly subject to the other provisions of this Clause 5.
2. To the fullest extent permissible under Applicable Law, unless otherwise agreed under this Agreement, the Service Provider expressly disclaims all other warranties of any kind, express or implied, with respect to the Services, including warranties of merchantability, compatibility, applicability, usability and appropriateness, fitness for a particular purpose, satisfactory quality, accuracy, and any warranties that may arise out of the course of performance or course of dealing.
3. Notwithstanding any provision to the contrary, to the fullest extent permissible by Applicable Law, the Service Provider, its Affiliates, and its related parties each disclaim all liability towards the Customer for any loss or damage arising out of or due to the Customer’s use of, inability to use, or availability or unavailability of the Services, including any Third Party Software;
4. The Parties agree and acknowledge that the Service Provider’s ability to provide the Services is dependent on third parties, and the Service Provider shall not be liable for any delays, errors, interruptions, inaccuracies, communication failures, or defects with respect to the Services or any consequent loss, or damage that is attributable to such third parties. The Service Provider makes no representations and excludes all warranties and liabilities arising out of or pertaining to such third-party services.
5. The Customer understands that the Service Provider may have Scheduled Downtime for maintenance of the Services. The Customer will be informed to the extent practicable in respect of any Scheduled Downtime, via e-mail. The Service Provider shall not be held liable to the Customer in any manner for such Scheduled or Unscheduled Downtime.
6. Notwithstanding anything to the contrary contained in this Agreement, the Service Provider shall have no liability for a claim of infringement arising out of, or in connection with:
  1. any Third-Party Software;
  2. any portions of the Services that rest on open source software;
  3. any modification of the Services by anyone other than the Service Provider
  4. the combination of the Services with products or services not provided by the Service Provider, which claim would have been avoided but for such combination;
  5. the use of the Services, the APIs or Documentation in a manner not permitted or contemplated hereunder or approved by the Service Provider.
  6. the Customer's use of the Services or Documentation after notice of the alleged or actual infringement from the Service Provider or any appropriate authority.
CUSTOMER OBLIGATIONS
1. The Customer shall at all times comply with all Applicable Laws including but not limited to the laws related to data protection, privacy and transaction and financial data including but not limited to the Information Technology Act, 2000 and Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011, and any other Applicable Laws.
2. The Customer shall ensure that the Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Authorised User's breach of this Agreement.
3. The Customer shall not:
  1. except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the Parties and except to the extent expressly permitted under this Agreement:
    1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the APIs and/or the Documentation (as applicable) in any form or media or by any means; or
    2. attempt to decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
  2. use the API to replicate or attempt to replace the user experience of the Software; or
  3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available/accessible to any third party except the Authorised Users,
  4. attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Agreement;
  5. share the Access Keys with any third-parties other than the Authorised Users;
  6. reproduce any portion of the Services except as expressly permitted herein;
  7. use the Services in any unlawful manner or for any fraudulent or malicious activities;
  8. breach or otherwise circumvent any security or authentication methods on the Platform;
  9. remove any proprietary notices from the Platform;
  10. directly or indirectly use the Services to transmit any data or send or upload any material that contains Viruses, Vulnerabilities, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programmes or similar computer code designed to adversely affect the operation of any computer software or hardware;
  11. use any robot, crawler, other automated device, or manual process on the Platform to monitor or copy any part or the whole of the Services;
  12. undertake activities that are in violation of the Applicable Law; or
  13. permit or authorize any third party to do any of the foregoing.
4. The Customer expressly agrees that the Customer shall be solely responsible for maintaining confidentiality of the login credentials for the Customer Account and consents to be liable and accountable for all activities that take place through the Customer Account.
5. The Customer shall notify the Service Provider as soon as it becomes aware of any unauthorised use of the Services by any Person and shall use all endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation.
6. The Customer shall solely be responsible and liable:
  1. for obtaining all requisite approvals and ensure compliance with the Applicable Law. To further clarify, the Customer shall ensure that it obtains consent from each End Customer for any authentications (to be carried by the Customer in the due course of providing the Services) to fetch data from the original data base (which may be owned or maintained by third parties). The Service Provider assumes that the Customer has collected valid authorizations or release forms prior to availing the Services. In case the Customer does not furnish the authorizations to the Service Provider at the time of starting the verification, it shall be deemed that the Customer has taken valid authorizations from the End Customers and the Service Provider shall not be liable for the same.
  2. for maintaining the Ancillary Software which shall be required to connect to, access or otherwise use the Services, including without limitation, ensuring the integration of the APIs with its systems.
7. The Customer shall provide the Service Provider a copy of the consent or any other proof evidencing the End Customer’s grant of consent to the extent required under Applicable Law or as and when required by any authority.
INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS
1. Unless otherwise agreed upon between the Parties in writing, each Party reserves and retains all right, title, and interest to its own Intellectual Property. The Parties shall take all steps required to maintain the validity and enforceability of its rights to its respective Intellectual Property.
2. The Customer shall not violate any proprietary and Intellectual Property Rights of the Service Provider or any third party or the Applicable Laws, including without limitation, confidential relationships, patent, trade secrets, copyright and any other proprietary rights.
3. Trademarks: The Customer agrees that, it shall use the Service Provider’s trademarks, marks, and trade names (“Marks”), only after obtaining the prior consent of the Service Provider. However, nothing contained herein shall prohibit the Service Provider from using the Marks of the Customer for marketing purposes.
CONFIDENTIALITY
1. Each Party (“Recipient”) undertakes not to use the other Party’s (“Disclosing Party”) Confidential Information otherwise than in the exercise and performance of its rights and obligations under this Agreement (“Permitted Purposes”).
2. In relation to the Disclosing Party’s Confidential Information, the Recipient shall treat as confidential all Confidential Information of the Disclosing Party supplied under this Agreement. The Recipient shall not divulge any such Confidential Information to any person except to its own employees, sub-contractors, agents, and consultants who need to know it for the Permitted Purposes. The Recipient shall ensure that its employees, sub-contractors, agents, and consultants are aware of, and comply with, this Clause 8, and execute appropriate agreements with each such employee, sub-contractor, agent, and consultant that contain obligations detailed in this Clause 8.
3. All Confidential Information (including copies thereof) shall remain the property of the Disclosing Party and shall be returned to the Disclosing Party (or, at the Disclosing Party’s option, certified as destroyed) upon written request of the Disclosing Party and, in any event, upon expiration or termination of this Agreement). Each Party agrees that it shall within 10 (ten) days of written notification return or destroy all documents and tangible items in its possession, which contain any Confidential Information and, if requested, provide a certificate of return or destruction of such Confidential Information.
4. Each Party also agrees to maintain adequate administrative, technical, and physical safeguards to protect the confidentiality of protected information of the Customers. Any breach of security or unlawful disclosure of information of a Customer shall be reported to the Discloser within 3 (three) days of the Recipient learning of such breach or disclosure and may be a ground for termination of this Agreement.
5. The Recipient further agrees that it shall not use the Confidential Information to build a competitive product or render competitive services.
6. This Clause 8 shall remain in full force and effect in the event of any termination of this Agreement.
LIMITATION OF LIABILITY
1. In no event shall either Party be liable to the other Party or any third party for any special, indirect, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to loss of business, data, profits, or use or for the cost of procuring substitute products, services or other goods), arising out of or relating to this Agreement, regardless of the fact whether such Party was advised of the possibility of such damage or loss.
2. Notwithstanding anything else provided herein, the Service Provider’s maximum aggregate liability to the Customer or any third party under or arising out of this Agreement will be limited to the aggregate amounts paid by the Customer to the Service Provider in the preceding 3 (three) months or due and owing by the Customer to the Service Provider hereunder.
REGULATORY COMPLIANCE
The Customer will promptly notify the Service Provider of any change in Applicable Laws in relation to the Services and provide all support that is required for the Service Provider to meet all of its requirements imposed under the Applicable Laws.
TERM AND TERMINATION
1. Term: The term of this Agreement will commence on the Effective Date and continue for so long as a Statement of Work remains in effect (“Term”), unless earlier terminated in accordance with Clause 11.2 herein.
2. Termination for Breach or Insolvency: Each Party may terminate this Agreement upon written notice if (a) the other Party ceases to do business in the ordinary course or is insolvent (i.e., unable to pay its debts in the ordinary course as they come due), or is the subject of any liquidation or insolvency proceeding which is not dismissed within ninety (90) days, or makes any assignment for the benefit of creditors, or (b) the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof.
3. Either Party shall have the right to terminate this Agreement in whole or in part by providing a prior written notice of at least 30 (Thirty) days to the other Party without assigning any reason for the same.
4. In addition to any other rights under this Agreement, the Service Provider will have the right in its sole discretion to suspend the Services upon written notice, wherever feasible, if: the Service Provider, determines or suspects that (a) the Customer’s access to the APIs poses a risk of security breach to the Service Provider, (b) if there is any unauthorised access to the Platform or the APIs, (c) if the Customer is in breach of any Applicable Laws, or (d) if the Customer fails to pay any undisputed fees within thirty (30) days of the applicable due date.
5. Effect of Termination: Upon the expiration or termination of this Agreement:
  1. Each Party will immediately pay to the other all amounts due hereunder;
  2. Upon request, each Party will return to the other Party all Confidential Information received from such other Party; and
  3. All licenses granted under this Agreement will cease unless expressly stated otherwise.
GOVERNING LAW AND DISPUTE RESOLUTION
1. The provisions of this Agreement shall be governed by and construed in accordance with Indian law.
2. Any dispute arising out of or in connection with the Agreement or other Transaction Document, including any questions regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in Bengaluru in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which rules are deemed to be incorporated by reference in this Clause 12.2.
3. If any controversies, conflicts, disputes and/or differences (“Dispute”) arises between the disputing Parties hereto during the subsistence of this Agreement or thereafter, the disputing Parties shall endeavour to settle such dispute amicably and attempt to resolve the matter.
4. If amicable settlement is not arrived at as above, within 30 (thirty) days of the date of Dispute, the Dispute shall be exclusively and finally resolved and settled by arbitration in accordance with Clause 12.2 and either disputing Party may issue a notice of Dispute (“Notice of Dispute”) to the other disputing Parties.
5. Within 30 (thirty) days of the issue of a Notice of Dispute, the disputing Parties shall mutually agree on the appointment of a sole arbitrator. If such mutual agreement is not arrived at within the aforesaid 30 (thirty) days’ period, the Parties shall appoint such sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996.
6. Such arbitration shall be governed in accordance with Clause 12.2. The seat of arbitration shall be Bengaluru and the arbitration proceedings shall be conducted in the English language.
7. The award rendered by the arbitrator shall be final and binding on all Parties hereto.
8. Parties hereto agree that their consent for resolution of Disputes through arbitration shall not preclude or restrain either of them from seeking suitable injunctive relief in appropriate circumstances from courts in Bengaluru.
9. The cost of arbitration shall be borne in the manner and by a Party as determined by the arbitrators. In the meantime, each Party shall bear its own cost for the arbitration which shall be reimbursed as per the directions in the arbitral award.

MISCELLANEOUS

No Partnership: Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, nor authorise any Party to make or enter into any commitments for or on behalf of any other Party.
Amendment: Any provision of the Agreement may be amended or waived if, and only if such amendment or waiver is in writing and executed mutually by both Parties.
Waiver: No failure or delay by any Party in exercising any right, power or privilege under the Agreement may be interpreted as a waiver thereof. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Laws.

Notice: All notices, requests, demands, claims, and other communications (“Notice”) hereunder shall be in writing. Any Notice shall be deemed duly given if emailed or sent by speed post to the addresses below (or at such other address if notified by a Party through a Notice sent to the other Party in this manner). Without prejudice to the foregoing, all Notices shall conclusively be deemed to have been received upon receiving successful transmission report, if sent by post or international overnight courier, 7 (Seven) business days from the time of posting, or at the time of delivery, if delivered by hand, or 1 (One) business day from the date of email, if sent by email.

Party	Details
Service Provider	Address: 461/J, Shri Krishna Temple Road, Indiranagar 1st Stage, Bangalore – 560038 Attention: admin@decentro.tech Email: Rohit Taneja
Customer	Address: XX Attention: XX Email: XX

Party

Details

Service Provider

Address: 461/J, Shri Krishna Temple Road, Indiranagar 1st Stage, Bangalore – 560038

Attention: admin@decentro.tech

Email: Rohit Taneja

Customer

Address: XX

Attention: XX

Email: XX

Counterpart: If the Agreement is signed in counterparts, each counterpart shall be deemed to be an original.
Assignment: The Customer shall not assign this Agreement without the prior written consent of the Service Provider, which consent may not be unreasonably withheld. Any attempted assignment in violation of this section will be void.
No Third-Party Beneficiaries: The Parties’ statements of fact in this agreement are for their sole benefit and not intended to confer any rights on third parties.
No Unauthorized Representations: The Customer shall not make any representations or statements of any kind concerning the Services without the Service Provider’s prior written authorization.
Severability: If a provision of this agreement is held unenforceable by a court of competent jurisdiction, that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not).
Force Majeure: Neither Party will be deemed in default, nor will it hold the other Party responsible for, any cessation, interruption or delay in performance (except the Customer’s payment obligations) due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labour controversy, civil disturbance, disruption of the public markets, war or armed conflict, or the inability to obtain sufficient material, supplies, labour, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
Survival: The following clauses shall survive the termination or expiry of this Agreement: clause 3 (Payments), clause 4 (Representations and Warranties), clause 5 (Disclaimers), clause 6 (Customer Obligations), clause 7 (Intellectual Property and Proprietary Rights), clause 8 (Confidentiality), clause 9 (Limitation of liability) and clause 11 (Term and Termination).
Entire Agreement: This agreement, the SOWs and the Annexures herein constitute the entire understanding between the Parties regarding the subject of this agreement and supersedes all prior agreements, whether written or oral, between the Parties.