Customer Agreement

This Agreement (“Agreement”) is between you (“You”, “Your” or “Customer”) and QistonPe Technologies Private Limited AMBITION10T INNOVATIONS PRIVATE LIMITED, a private limited company incorporated in India under the Companies Act, 2013 and having registered office at Flat No-501, Building-A 24 Glitterati 1 Apartment, New DP Road Sangavi, Pune, Pune City, Maharashtra, India, 411027 ("QistonPe”) and governs Your use of QistonPe’s software platform and services. This Agreement shall be applicable in respect of any and all services provided by QistonPe to the Customer through its software platform, and shall be in addition to any terms and conditions that may be applicable in respect of any specific set of services availed by the Customer.

By clicking “I Accept” or “I Agree” on the signup page, or by accessing and using software platform and/or services in any way, you agree to be bound by these terms and conditions.

1. DEFINITIONS
   1. “Agreement” means this Agreement and any other ancillary or supplemental document, executed by the Customer and verified and accepted by QistonPe for the purpose of availing QistonPe’s services.
   2. “Customer Account” shall mean the INR denominated bank account of the Customer designated for receiving payments pursuant to its sale of goods and services.
   3. “Escrow Account” shall mean the INR denominated bank account operated as per the instructions of the Customer in collaboration with Escrow Partner, opened with the partner banks, with no cheque facility, for limited purpose.
   4. “Escrow Partner” shall mean the Escrow Agent with whom QistonPe has opened the Escrow Account.
   5. “Lending Partner” shall mean the Lending Partner(s) associated with QistonPe who may provide loan/ advance (including pursuant to invoice discounting facility) to Customers referred by QistonPe through the Platform by entering into Loan Agreement.
   6. “Lending Partner’s Account” shall mean the INR denominated bank account of the Lending Partner designated as such under the Loan Agreement for repayment towards Loan by the Customer.
   7. “Loan" shall mean financial assistance including finance/ loan pursuant to invoice discounting facility, provided by Lending Partner to the Customer on terms and conditions agreed between the Customer and the Lending Partner.
   8. “Loan Agreement” shall mean any and all financing documents provided by the Lending Partner to the Customer and/or entered between the Lending Partner and Customer such as sanction letter, KFS, loan agreement etc.
   9. “Intellectual Property Rights” shall deem to mean and include all copyright, designs, inventions patents, service marks, trademarks (in each case, whether registered or arising at common law, or its overseas equivalent) or applications for any of these, formulations, trade names, business names, inventions, discoveries, trade secrets, know-how, source code, object code, technical information, commercial and financial data and all other industrial or intellectual property rights (whether or not registered).
   10. “INR” means Indian National Rupee.
   11. “Platform” means and includes the software, applications and systems of QistonPe and or its service providers through which the services are provided by QistonPe to the Customer.
   12. “Security Breach” shall refer to any unauthorized access, use, disclosure, damage or destruction of the Platform and/or any data on the Platform and shall include but not be limited to any viruses or other alien computer programming having been transmitted to the Platform, that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any part of the system or data on the Platform.
   13. “Services” shall mean technology transaction processing services provided through the Platform on standard terms and conditions and may include and is not limited to those specified in the Schedule attached hereto.
2. INTERPRETATION
   1. The phrase “including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly). Similarly, the words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem generis or be construed as any limitation upon the generality of any preceding words or matters specifically referred to.
   2. Words and abbreviations which have well known technical or trade/commercial meanings are used in this Agreement in accordance with such meanings.
   3. Reference to an “amendment” includes a supplement, modification, novation, replacement or re-enactment and “amended” is to be construed accordingly.
   4. Unless the context otherwise required, the singular includes the plural and vice-versa.
   5. Heading and the use of bold typeface shall be ignored in its construction.
   6. Words importing a particular gender include all genders.
3. SCOPE OF SERVICES AND ARRANGEMENT
   1. Subject to the terms of this Agreement and in consideration of the fees set out herein, QistonPe hereby grants to the Customer a limited, revocable, non- transferable, non-sublicensable, non-assignable license to use the Platform.
   2. The usage of the Platform provided by QistonPe to the Customer under this Agreement shall be subject to the following terms:
      1. QistonPe will provide the Customer with confidential security keys, including the username and password that shall be required for the Customer to access the Services (“Access Keys”).
      2. The Customer acknowledges and agrees that the Access Key/s are the exclusive property of QistonPe and that the misuse of the Access Key/s by the Customer or any third party could cause substantial loss and damage to QistonPe and its customers. Accordingly, the Customer shall take appropriate measures to protect the security of the Access Key/s and not provide the Access Key/s to any Third Party without prior written consent of QistonPe.
      3. The Customer hereby agrees to (a) notify QistonPe promptly if the Customer suspects any misappropriation or misuse or loss or unauthorized access or use of the Access Key/s, and (b) ensure that the user exits from the Platform, at the end of each session by “Signing Out”. QistonPe cannot and will not be liable for any direct, indirect, incidental or consequential loss or damage arising from the Customer’s failure to comply with this Clause 3.2.3. The Customer shall solely be held liable for any and all losses, claims, damages, costs, demands or expenses incurred by QistonPe or any other user/client or visitor of the Platform due to authorized or unauthorized use of any of Services by the Customer or Customer’s representatives.
      4. QistonPe reserves the right to revoke the Access Keys without prior notice, at any time, during the duration of this Agreement, if it suspects or has any reason to believe misuse or unauthorized access or ownership of the Access Key/s provided that wherever possible, QistonPe shall endeavor to provide prior notice to the Customer.
      5. Upon termination or expiry of this Agreement, the Customer shall immediately delete and also ensure that Customer’s representatives who have been given access by the Customer to any or all of the Services in accordance with the terms of this Agreement, delete any and all information relating to the Access Key/s from the respective systems and shall not attempt to or use the Access Key/s, thereafter.
   3. QistonPe reserves the right to suspend Customer’s access to any or all of Services upon receiving the notice of Security Breach or at its sole discretion, where QistonPe has reason to believe that there is any actual, potential or suspected event and/or threat of a Security Breach. Such suspension of Services by QistonPe shall continue till such time that QistonPe has been provided sufficient proof of rectification of such Security Breach, or that the Customer has taken sufficient measures to avoid any potential Security Breach.
   4. QistonPe reserves the right to make changes to the QistonPe Services including rolling back any feature introduced or discontinuing any or all of the QistonPe Services or their availability, without providing any reason for such discontinuation subject to prior written notice to the Customer, wherever possible.
4. RESPONSIBILITIES OF THE CUSTOMER
   1. The Platform can be used by the Customer and/or Customer’s representatives only for the purpose of availing the Services in accordance with the terms of this Agreement.
   2. The Customer shall ensure and be responsible for compliance by all Customer’s representatives with the provisions of this Agreement.
   3. The Customer acknowledges that QistonPe’ ability to provide the Services, as contemplated in this Agreement, is subject to and depends upon the proper fulfilment by the Customer of its obligations hereunder.
   4. The Customer must not use the Platform and the Services in any way that is unlawful, illegal, fraudulent or harmful. The Customer shall always comply with the applicable laws.
   5. The Customer shall promptly notify QistonPe of any actual or threatened unauthorized use of the Platform of which the Customer becomes aware and put reasonable efforts to immediately prevent further occurrences of such unauthorized use.
   6. The Customer shall not, directly or indirectly and shall ensure that none of Customer’s representatives directly or indirectly:
      1. modify, translate, or create derivative works based on the any of the Services (except to the extent expressly permitted by QistonPe or authorized within the Services);
      2. use the Services for the benefit of a third party; or remove any proprietary notices or labels;
      3. make the Services available to any third party, other than the authorized users in furtherance of the Customer’s business purposes, whether for a fee or otherwise;
      4. use the Services to send unsolicited communications junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
      5. use the Services to store or transmit any content that infringes upon any person’s Intellectual Property Rights;
      6. use the Services to knowingly post, transmit, upload, link to, send or store any viruses, malware, trojan horses or any other similar harmful software;
      7. try to use or use the Services in violation of this Agreement.
   7. The Customer shall not circumvent or disable any security or technological features or measures of any or all of the Services.
5. PAYMENT
   1. The Customer shall pay the following charges to QistonPe:
   2. Platform Fees- Fee for right to use of Platform as specified in the Schedule hereunder shall be paid by the Customer on a monthly basis. The Customer agrees, acknowledges and authorises that QistonPe shall have the right to debit the monthly fees for right to use of Platform and the Services, as may be availed by the Customer up to 7 (seven) days before the start of the billing cycle. Any delayed payments would attract interest @ 2% per annum
   3. Fees for use of any additional feature/ service: Fee for right to use/avail each such additional service/ feature shall be notified to the Customer from time to time and may be on monthly, quarterly or annual basis.
   4. QistonPe will raise periodical invoices for recovery of various payments.
   5. For the purpose of payment of the fees and other charges under this Agreement, the Customer shall give his unconditional consent and authorize QistonPe to debit Customer's Account through Electronic Clearing System (“ECS”) and or valid standing instructions in the manner as provided in the Agreement. The Customer further authorizes QistonPe to recover all costs and expenses in the event the payment of any amounts and other monetary obligations are not honoured on the respective due dates as per the ECS mandate and or the standing instructions. The Customer shall provide valid standing instructions for debiting the Customer Account in the manner as may be required by QistonPe from time to time.
6. TAXES
   1. Taxes, etc.: The Customer shall be responsible for any applicable sales, value-added, service use and similar taxes and impositions (“Taxes”) payable with respect to right to use the Platform or Services or availing any feature or otherwise arising out of or in connection with the Agreement and these Agreement, whether currently applicable or made applicable in future.
   2. Withholding: The Customer shall be responsible to deduct the tax at source as applicable under Income Tax Act, 1961 or any other laws,/rules,/ or regulations as may be applicable from time to time and deposit the same to the credit of the government within the respective due dates. Also the Customer shall be responsible to submit the certificate of tax deducted or any other document evidencing deduction of tax as applicable within 30 days from the due date for submission of returns of tax deduction to the government. The duty to comply with the provisions of tax deduction solely rests upon the Customer and QistonPe shall not be liable for the same under any circumstances and in any manner whatsoever. Subject to this Clause 6.2, the Customer shall make all payments of amounts/fees due under this Agreement to QistonPe free and clear of, and without reduction for, any withholding taxes.
   3. Audit: The Customer shall keep complete and accurate records regarding (i) the Services provided by QistonPe under this Agreement; (ii) proof of delivery of products and services supplied by the Customer in the manner satisfactory to QistonPe; (iii) identity proof; and (iv) such other information as may be required by QistonPe from time to time or necessary for the Customer or QistonPe to validate the Customer's compliance with its obligations, rights and fees owed under these the Agreement and Agreement. The Customer shall provide such information to QistonPe within seven (7) days of QistonPe' s written request and with not less than two (2) days’ prior notice, QistonPe or its representatives may inspect, audit, and copy such records of the Customer, at any time during the Customer's regular business hours.
7. OBLIGATIONS, REPRESENTATIONS AND WARRANTIES
   1. The Customer represents and warrants to QistonPe that on the date hereof:
      1. It is an entity duly incorporated, validly existing and in good standing under the laws of India;
      2. It has all necessary power and authority to enter into this arrangement;
      3. The persons signing the Agreement digitally in the manner specified by QistonPe on behalf of the Customer have the authority to sign, execute and accept it on behalf of the Customer so as to create binding obligations on the Customer and all information provided by the Customer pursuant to the Agreement is true and correct;
      4. The execution and delivery of the Agreement, and the consummation of the transaction contemplated hereby, and the fulfilment of and compliance with the Agreement hereof, do not (i) violate any applicable laws, judicial or administrative order, award, judgment or decree applicable to it, or (ii) conflict with the terms, conditions or provisions of its constitutive documents or any other contractual obligations or regulations; and
      5. The Agreement in electronic form, constitutes valid and legally binding obligation and will be enforceable against the Customer.
   2. The Customer shall comply with all the applicable laws including the guidelines and standard Agreement as set out herein and such other amended guidelines and terms issued by QistonPe from time to time and further acknowledge that QistonPe shall not have any obligation to verify whether or not the Customer has acted in accordance therewith.
   3. QistonPe is not giving any warranties either express or implied, whether of merchantability or fitness for any particular use or otherwise, in respect of the Platform or the Services or any features provided under the Agreement and no waiver, alteration or modification of the foregoing condition shall be valid unless made in writing and signed by QistonPe. QistonPe makes no guarantees with respect to the availability or uptime of any Services as they are dependent on third party sources. The Customer's sole and exclusive remedy in the event of interruption to or loss of use and/or access to the Services and/ or any Platform shall be to get the Services and/ Platform Feature, as the case may be restored from QistonPe. QistonPe will use reasonable endeavors, at its sole and absolute discretion which shall be final and binding on the Customer, to restore the Services and/ or the Platform and/or access to the Services and/ or the Platform as soon as reasonably possible.
8. CONFIDENTIAL INFORMATION
   1. The Customer recognizes that it may be given and have access to Confidential Information of QistonPe. The Customer undertakes not to use any such Confidential Information, for its own purposes except as permitted hereunder, without the prior written consent of QistonPe. The Customer further undertakes that it shall at all times during and after termination of this Agreement keep the Confidential Information confidential and not disclose it to any third party. The contents of the Agreement shall also be kept confidential.
   2. No announcement, circular, press releases, advertising, marketing materials or promotional materials in connection with the subject matter of these Agreement shall be made or issued (whether in print, electronically or otherwise) by or on behalf of the Customer other than (i) as required by law or (ii) to any authority to which the Customer is subject, without the prior written consent of QistonPe except where such an announcement is required by reason of any of (i) or (ii) above, the Customer shall consult with QistonPe as to the contents of any such announcement and take into account all reasonable request of QistonPe relating thereto.
9. INTELLECTUAL PROPERTY RIGHTS
   1. Except for use permitted under this Agreement, the Customer shall not use any QistonPe's trademark, service mark, trade name or logo without specific authorization to the effect. Any infringement of any QistonPe's Intellectual Property Rights shall be subject to legal action and damages.
   2. The Customer shall not to do anything whatsoever which might impair QistonPe' s right, title or interest in or to QistonPe' s Intellectual Property Rights and agree that the Customer shall not acquire or attempt to acquire any right, claims, title or interest, license in or to any of the Intellectual Property Rights of QistonPe. QistonPe shall at all times own and/or be deemed to own all rights in or to any derivative works of or improvements enhancements, modifications or update to the Platform. QistonPe shall retain title to any tools, developer codes, templates, platform or software used in connection with the Services and the Platform.
   3. The Customer shall not decompile/disassemble, or create or attempt to create or reconstruct, by reverse engineering or otherwise, any code supplied under the Agreement including in respect of the Platform or use it to create any derivative work.
10. FACILITATION FOR PROVISION OF LOAN
    1. As part of the Services, QistonPe may share processed data of the Customer with the Lending Partner which may be used by the Lending Partner for provision of Loan to the Customer.
    2. The Customer acknowledges and confirms that the Lending Partner may its sole and absolute discretion, and subject to receipt of such documents as it may require, provide Loan to the Customer. It is further agreed that QistonPe shall have no responsibility in respect of such Loans offered by the Lending Partner to the Customer.
    3. The Customer agrees and understands that the provision of money lending services by the Lending Partner to Customer shall be subject to the terms of Loan Agreement and provisions of the applicable laws.
    4. The Customer shall not construe QistonPe as soliciting or procuring lending business for or on behalf of the Lending Partner. For avoidance of doubt, QistonPe shall in no manner be construed to provide any services other than merely facilitation of Services and access to Platform as provided herein.
    5. Notwithstanding anything to the contrary contained in this Agreement, all lending related liabilities arising from the arrangement and its implementation shall be between the Lending Partner and the Customer.
    6. It is further agreed that all loan related disputes between the Lending Partner and Customer shall be settled by and between themselves; and QistonPe shall not in any manner be responsible or assume any liability for the same.
11. ESCROW RELATED SERVICES
    1. The Escrow Partner shall, in all cases where the Customer has requested the Escrow Partner through QistonPe Platform, in the manner as required by Escrow Partner, to split transaction amount to be received by the Customer in two parts based on the communication made by QistonPe and approved by the Customer on the QistonPe Platform. A part of the amount which will be split will be credited to the Lending Partner’s Account and the other part will be remitted to the Customer’s Account.
    2. The facilitation provided by QistonPe through the Platform in this regard shall subsist till QistonPe is notified by the Customer that the Customer’s Loans are repaid, and QistonPe is satisfied of such notification/ confirmation.
    3. The Customer shall ensure that it is properly registered and has created its sub- account on the Platform for availing the escrow related services from the Escrow Partner.
    4. The Customer shall strictly abide by the terms, conditions and guidelines prescribed by the Escrow Partner for sending instructions to the Escrow Partner for remission of amounts to the Lending Partner’s Account. For avoidance of doubt, QistonPe and the Escrow Partner shall not be liable for any wrong credit or no credit arising out of any instructions (in original or otherwise) sent by QistonPe which is illegible, unclear, incomplete, garbled or self-contradictory; or it is unable to verify any signature on the communication against the specimen signature provided for the relevant authorized signatory of the Customer.
    5. The Customer shall ensure that Escrow Partner has received complete and final instructions from the Customer to make split of payment of the amount.
12. ADDITIONAL TERMS
    1. The Customer hereby also confirms and acknowledges that it is aware of and agrees to abide by applicable laws, rules and regulations.
    2. The Customer hereby acknowledges that QistonPe may from time to time procure, extract or obtain credit related information about the Customer from various credit bureaus including but not limited to Credit Information Bureau (India) Limited (CIBIL). The Customer hereby agrees, authorizes and permits QistonPe to procure, extract and or obtain such information without prior intimation to the Customer.
    3. QistonPe or the Lending Partner or entity associated with QistonPe shall not be responsible for any delivery, after-sales service, payment, invoicing or collection, customer enquiries (not limited to sales enquiries), technical support maintenance services and/or any other obligations or services relating to or in respect of the products whatsoever.
    4. The Customer agrees and undertakes that any and all disputes regarding quality, merchantability, non-delivery/non- fulfilment and delay in delivery / fulfilment of the products or otherwise will be dealt with by and between the Customer and the Customer directly and QistonPe and the Lending Partner or entity associated with QistonPe shall not be made party to any such disputes. The Customer shall hold QistonPe, the Lending Partner and/ or entity associated with QistonPe saved and harmless from any such actions or claims that may be initiated against it for reason thereof.
    5. QistonPe shall not be liable in contract, tort or otherwise for any indirect or consequential loss or damage sustained by the Customer by any use of or reliance on the electronic communication, orders or messages including that of Services provided by QistonPe to the Customer whether with or without the utilization of any security measures, including but not limited to any loss or damage resulting as a consequence of any defects, delays, interruptions, errors, inaccuracies or failures in the various communications and QistonPe specifically excludes the same to the fullest extent permitted by law even if QistonPe shall have been advised in advance of the possibility of such damages.
    6. Whilst QistonPe shall use its best endeavours to ensure that there is no breakdown/ interruption or any technical flaw in the Services, the Customer shall not hold QistonPe responsible for any breakdown / interruption or any technical flaw in the Services and/or any consequent delay or failure in completion of payment instructions as a consequence thereof.
13. INDEMNIFICATION
    1. The Customer shall indemnify, defend, and hold QistonPe, the Lending Partner, the Escrow Partner and/or entities associated with QistonPe including its directors, employees and agents harmless from and against any liabilities, claims or demands (including the costs, expenses, dispute resolution costs and attorneys' fees on account thereof) relating to or which may result from any:
       1. Breach by the Customer of its obligations, including but not limited to those specified in this Agreement;
       2. Any claims brought against QistonPe arising in whole or in part out of claims brought against the Customer involving, fraud;
       3. Any claim or proceeding brought by any person against QistonPe or Lending Partner, Escrow Partner and/or entitles associated with QistonPe in respect of any products, services and/ or operations of the Customer;
       4. Any act of negligence or default by the Customer or the Customer's affiliates, agents, employees or licensees or the Customer;
       5. Any act or omission by the Customer in respect of the sale of /payment for the products;
       6. Any fines, penalties, interest on delayed payments imposed directly or indirectly on QistonPe and/or Lending Partner, Escrow Partner and/or entities associated with QistonPe on account of the Customer and/or the products.
    2. Notwithstanding anything contained in these Agreement, in no event shall QistonPe and Lending Partner and/or entities associated with QistonPe be directly or indirectly liable to the Customer for any consequential, remote, direct, indirect, special, incidental or punitive loss, damages, compensation, costs, charges or expenses (including without limitation, loss of profits or revenues, loss of opportunity etc.) of any nature whatsoever by reason of termination of the arrangement between the Customer and QistonPe.
    3. In the event of QistonPe being entitled to be indemnified pursuant to this Agreement, QistonPe shall be entitled to accordingly and to such extent debit the payments to be made to the Customer irrespective of any dispute that the Customer may have in respect of such debit and shall be also entitled to collect the said money in any manner whatsoever.
14. TERMINATION
    1. This Agreement shall become effective on the Effective Date and shall remain in full force till either Party delivers to the other Party a written notice for termination of this Agreement as per provisions under this Agreement or if the Customer declines to accept the Agreement electronically.
    2. QistonPe can terminate this Agreement with or without reason whatsoever by providing an advance notice of Seven (7) days. The Customer can terminate this Agreement with reason by providing an advance notice of thirty (30) days.
    3. Notwithstanding the above, QistonPe may terminate this Agreement with immediate effect and without notice in the event that the Customer breaches any of the Agreement or fails to honour, observe, adhere to, abide by or comply with any directions or instruction issued by QistonPe and/or fails to honour, observe, perform or undertake any of its obligation under the Agreement.
    4. If there is a breach by the Customer of its obligations or responsibilities under this Agreement, then QistonPe shall have the right to immediately suspend performance of its obligations hereunder till the time such breach is cured by the Customer.
15. MISCELLANEOUS
    1. Governing Law And Dispute Resolution

       This Agreement shall be governed by and construed in accordance with the laws of India. All disputes under this Agreement shall be referred to arbitration by sole arbitrator appointed by QistonPe. The proceedings of such arbitration shall be governed by the provisions of the Arbitration and Conciliation Act of 1996 (as amended from time to time) and shall be held at Pune, India. The Parties shall be entitled to apply to the competent courts for interim or interlocutory relief in respect of such arbitration. Subject to the above, competent courts in Pune, India shall have exclusive jurisdiction over any of the disputes arising out of or in connection with this Agreement.

    2. Force Majeure

       Neither Party shall be liable to the other nor shall be in default if such Party is adversely affected due to circumstances beyond its reasonable control such as applicable laws, natural calamities, acts of God, threat of wars, riots, strikes, acts of Government, shortages of materials, industrial emergencies, etc.

    3. Documents

       The Customer agrees and undertakes to provide all such true and correct documents including but not limited to proof of identification, declaration in case of proprietorship concern, address proof etc. as and in the form required by QistonPe at the time of submitting this Agreement and from time to time.

    4. General

       These Agreement constitute the entire agreement between the parties with respect to the subject matter herein and supersedes all prior arrangements between the parties regarding such subject matter. The arrangement between QistonPe and the Customer is non-exclusive and on principal to principal basis and nothing contained herein creates any agency or partnership or joint venture relationship between the QistonPe and the Customer. The Customer shall not assign or transfer any of its rights and liabilities to any third party. No failure on the part of QistonPe to exercise or delay in exercising any of its rights will be deemed a waiver thereof, nor will any single or partial exercise preclude any further or other exercise of such or any other right. Any notices/communication to be given by a party to the other shall be sent by registered letter or email to the other party at the address/email ID last notified by such party. However, any notice or communication sent by QistonPe to the Customer via email or message on the registered email or registered mobile number or of the Customer or via or in - app notification through the Platform shall considered a valid written notice and shall be deemed to have been duly served on the day such email, message or notification is sent. If any part of these Agreement is unenforceable because of any rule of law, public policy or for any other reason, such unenforceable provision shall be severed from these Agreement, and the remaining provisions of these Agreement shall remain in full force and effect. The provisions of these Agreement which by its nature survives shall survive the termination of the arrangement between the Customer and QistonPe.