Important – read carefully:
a) The Client has requested that Service Provider to provide certain services to the Client more particularly enumerated in the Purchase Order received from the Client.
b) This agreement is entered into between the parties for the supply of services (as defined hereinafter) by Service Provider to the Client under the terms and conditions set out herein under.
d) The Client also represent(s) that the Client(s) have read and understand all of the provisions of this agreement as stipulated herein under and/or on the website (http://choruscall.com/in/terms/). In the event of a conflict between this agreement and your current services agreement with Chorus Call Conferencing India Limited (if any), the terms and conditions of your current services agreement with Chorus Call Conferencing India Limited controls.
2. UNDERSTANDING THESE CONDITIONS:
For the interpretation of this agreement, the following terms are defined as provided:
a)“Client Material” any Documents or other materials, and any data or other information provided by the Client relating to the Services;
b) “Client Information Form” is a document that contains client information such as Name, Company information, Contact details, Service start date, Billing Information, Billing Address, etc.
c) “Client” shall mean the person or legal entity bearing the name as set out in the “Client Information Form” duly executed and also includes any employees, directors, agents and/or representatives subscribing and/or utilizing the Service(s) provided under this Agreement.
d) “Documents” includes, in addition to a document in writing, any map, plan, graph, drawing, wireframe, visual design, screenshot or photograph, any film, negative, tape or other device embodying visual images and any disc, tape or other device (electronic or otherwise) embodying other data;
e) “Fee/Charges” means Service Provider’s fees from time to time for the provision of the Services expressly agreed with the Client from time to time;
f) “Registered e-mail ID” means the email ID(s) designated by the Client for all communications between the parties to this agreement as set out in the “Client Information Form” duly executed
g) “Security Deposit” means the security deposit given to the Service Provider by the Client in terms of clause 4.f) and initially be equivalent to the amount stated in the Client Information Form” duly executed
h) “Service Provider Material” means any Documents or other materials, and any data or other information provided by Service Provider in connection with or relating to the Services;
i) “Service Provider” shall mean Chorus Call Conferencing services India Private Limited
j) “Services” means the services to be provided by Service Provider to the Client in relation to providing various teleconferencing services as may be agreed from time to time between the parties and as mentioned in the Service Provisioning Form and/or the Purchase Orders which will be duly executed by the Parties from time to time;
k) “Start Date” shall mean the date specified in the “Client Information Form” duly executed
l) “Term” the period from the Start Date to the End Date being the period for the provision of the Services as set out in this agreement unless terminated in accordance with the provisions of these Conditions, and continuing thereafter in full force and effect, if extended.
a) The Client may from time to time request or requisition the provision of any specific services from the Service Provider, which requisition may be done by any of the methods below:
i) By an email sent to the Service Provider from a Registered email ID;
ii) By placing an order with a representative of the Service Provider or by calling the Service Provider on its helpline; provided that in such a case a description of the requisition shall be sent to the Client’s Registered email ID, and the Client shall not be entitled to contest the requisition of a service, if no written objection to such email confirmation is received by the Service Provider at least two hours before the Services requisitioned are scheduled to be provided.
b) Pursuant to the execution of this agreement, Service Provider agrees to provide the Services for the Term upon the terms and subject to the conditions specified herein.
c) The specific Services provided by the Service Provider to the Client shall be, as far as possible, in accordance with the specifications of each service provided on the website of the Service Provider, or the email confirmation sent in terms of clause 3.a)ii) above.
d) The requisition for any particular service made by the Client from the Service Provider need not follow any specific format; however, any services provided by the Service Provider to the Client shall be subject to the terms and conditions set out herein.
e) Unless otherwise agreed by the parties in writing, the Client shall supply Service Provider with all necessary Documents or other materials, and all necessary data or other information relating to the Services, within sufficient time to enable Service Provider to provide the Services in accordance with this agreement.
f) Towards the fulfilment of Service Provider’s obligations under this agreement, the Client shall provide its reasonable co-operation. In particular, but without limitation to the foregoing, the Client shall:
i) promptly and fully respond to all communications of Service Provider relating to the provision of the Services and to liaise with Service Provider on matters relevant to the provision of the Services;
ii) conduct its affairs at all times in a proper and reputable manner observing all legal requirements in relation to its business;
iii) provide proper and clear instructions to Service Provider in respect of its requirements in relation to the Services, any Additional Services or in connection with this agreement;
iv) pay Fee/charges promptly when due and if not paid on the due date shall pay such applicable default interest at the rate of 2.00% every month.
g) Throughout the Term of this agreement:
i) the Client shall afford Service Provider such access to the Client’s information or records and other materials relevant to the Services as Service Provider may require in connection with or to provide the Services;
ii) the Client shall assume responsibility for complying with all laws and regulations in connection with the Services.
h) Service Provider does not warrant, guarantee or undertake on behalf of any third party supplier or service provider that access to any facilities or any products or services will be uninterrupted or of any particular level of availability or quality.
a) Subject to any special terms agreed in writing by the parties, the Client shall pay the Fee/charges and any expenses together with such additional sums which are agreed between Service Provider and the Client for the provision of the Services from time to time. In relation to certain specific services agreed to be provided by the Service Provider to the Client, the Service Provider may require that the Fee payable for such service is paid in advance prior to the service being provided.
b) The Client shall be liable for costs incurred as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Material or any other cause attributable to the Client.
c) All Fee and sums quoted payable by the Client under this agreement are exclusive of service tax or any other indirect tax, for which the Client shall be additionally liable at the applicable rate from time to time. The taxes as applicable shall be over and above the Fee quoted and shall be added in the invoices raised.
d) The Fee and any additional sums payable shall be paid in full by the Client into such account as Service Provider shall instruct (subject to any statutory deduction, if any) within 21 days of the date of Service Provider’ invoice or any other time specifically mentioned in Purchase Order. Failure to pay the amounts due under this clause within the said period of 21 days or any other time specifically mentioned in Purchase Order shall result in the Client being liable to pay interest @ 2% per month for each month or part thereof the amount remains unpaid.
e) The Client shall reimburse Service Provider for all pre-approved out of pocket expenses incurred by it in connection with the Services for the Client, if so agreed upon.
f) Apart from the Fee payable under this clause, the Service Provider may require the Client to deposit an additional amount as Security Deposit. Such a requisition shall be sent by electronic mail to the Registered Email ID, and the Client shall comply with such requisition within a period of 7 days. The Service Provider may, at its sole discretion, choose not to provide any services to the Client until the additional amount is paid to it as so requested.
g) In addition to the Security Deposit, the Service Provider may, at its discretion, also require the Client to provide it with post-dated cheques or a bank guarantee for an amount determined at the sole discretion of the Service Provider. The Client agrees to provide the Service Provider with such post-dated cheques within 7 days of receiving a request to do so on its Registered Email ID.
a) The property, copyright and any other intellectual property rights in any Client Material shall belong to the Client. The property, copyright and any other intellectual property rights in the hardware and software platform used for providing the service in any of Service Provider Material shall belong to Service Provider, subject to the provisions of clause 6 below.
b) The Client warrants that any Client Material and its use by Service Provider for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify Service Provider against any loss, damages, costs, expenses or other claims arising from any such infringement.
6. IP RIGHTS
a) Notwithstanding anything contained in clause 5.a) above, the Client shall own all copyright in all materials produced by Service Provider in the performance of its obligations under this agreement.
b) Service Provider undertakes to execute all such documentation as may be necessary to give effect to (a) above.
c) It is expressly agreed by and between the parties that the following shall not be a contravention of the provisions of clause 6.a) above:
i) Publishing screenshots or limited examples of the completed work on the digital platforms operated by Service Provider;
ii) Utilizing screenshots and descriptions of the completed basic in other media published by Service Provider for promotional or educative purposes;
iii) Displaying snippets of the work-in-progress designs on digital platforms to obtain feedback, provided that the identity of the Client is not disclosed.
d) In case of the Client’s failure to adhere to the provisions of clause 4 above, Service Provider shall have a lien over the copyright in all materials produced by it under the terms of this agreement.
7. CONFIDENTIAL INFORMATION
a) The parties agree on the following terms to not at any time during the Term divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this agreement.
b) All information (including, without limitation, the terms of this agreement, business and financial information, customer and vendor lists and pricing and sales information) disclosed by either of the parties (the “Disclosing Party”) to the other party (the “Receiving Party”) pursuant to this agreement shall be confidential. The Receiving Party shall maintain the confidentiality of all such information and shall not, without the prior written consent of the Disclosing Party (i) utilise the same, directly or indirectly, for its own business purposes or for any other purpose or (ii) disclose the same to any third party. This clause does not apply to any information in the public domain or which is required to be disclosed in respect of the provision of the Services by Service Provider, or pursuant to an order issued by a court of competent jurisdiction or applicable law or regulation or information which is disclosed by the Receiving Party to its professional advisors on a confidential basis.
c) The Client specifically undertakes at all times to keep confidential any of Service Provider confidential information (including this document, the lists or specific customer details and information relating to Service Provider’s business or affairs) confidential and specifically not to disclose (whether or not for profit) such list or information to any competitor of Service Provider or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of this agreement.
d) The above shall act in addition to, and not in derogation of, any separate Non-Disclosure/Confidentiality Agreement that may be entered into between the parties.
8. WARRANTIES, RESTRICTIONS AND LIABILITY
a) Service Provider warrants to the Client that the Services will be provided using reasonable care and skill.
b) Service Provider shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or under the express terms of this agreement, for any loss of anticipated savings, business revenues, or profits (whether categorized as direct or indirect) or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims (unless the same could have been reasonably avoided by Service Provider, its servants or agents) which arise out of or in connection with the provision of the Services or their use by the Client.
c) The Client shall not offer for re-sale or re-hire the Services being offered by the Service Provider, or offer them to any third party with whom the Service Provider does not have any agreement.
d) The entire liability of Service Provider to the Client under or in connection with this agreement shall not in any event exceed the amount of fees that was payable by the Client in the month preceding the event giving rise to such liability.
e) The Service Provider shall not be liable for any loss occasioned to the Client due to any incorrect information provided to it by the Client. The Service Provider shall be entitled to charge Fees for any all services provided to the Client regardless of whether the Client is able to make use of the same due to any lapse or error on its part.
f) The Client shall ensure that neither it nor any of its employees utilize any of the services being provided by the Service Provider for any unlawful or illegal purpose. Without prejudice to the generality of this clause, the Client shall ensure that the Services being provided to it by the Service provider are not used for any of the following:
i) To defame, abuse, harass, stalk, or threaten any person;
ii) To plan, conspire to commit, or to commit any offence punishable under any law for the time being in force;
iii) To spread, disseminate, or publish any material that would result in civil or criminal liability;
iv) To make unsolicited calls to any person, whether for the purpose of marketing their goods or services, or otherwise.
g) The Client agrees that, if its employees, directors, agents and/or representatives requests and/or utilizes the Service(s) provided under this Agreement the same shall be deemed to be on behalf of the Client, the Client is nonetheless bound as a principal user by all terms and conditions herein, including all the policy(s) of Service Provider as available on the website (http://choruscall.com/in/terms/) and/or communicated by any other means. The Client employees, directors, agents and/or representatives continued use of our Services ratifies any unauthorized actions of requests and/or utilization of the same. By using the Client Account Identifier and Password/Passcode, or otherwise purporting to act on the Clients’ behalf, the Clients’ employees, directors, agents and/or representatives certifies that he or she is authorized to apply for our Services on the Clients’ behalf, that he or she is authorized to bind the Client to the terms and conditions of this Agreement, that he or she has apprised the Client of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on the Clients’ behalf. In addition, the Client is responsible for any errors made by its employees, directors, agents and/or representatives.
h) The Client shall ensure that the services being provided are not used for telemarketing purposes as defined by the relevant guidelines issued by the Telecom Regulatory Authority of India from time to time. In the case where the Client wishes to avail Dial out services, the Client shall, if necessary take requisite permission from the recipients and shall adhere to the opt-in process prescribed by the relevant authorities.
i) The Client agrees to indemnify and keep Service Provider fully indemnified from and against any loss, claim or liability whatsoever incurred or suffered by Service Provider as a result of negligence or any default by the Client (or its employees, agents or representatives) of its obligations however arising in connection with the Services, together with expense, claim, loss or damage which Service Provider or any of its employees, agents, sub-contractors and other clients) may suffer due to the negligence or breach of the Client (or its employees, agents or subcontractors).
9. FORCE MAJEURE
a) Service Provider shall not be liable to the Client or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Service Provider’ obligations under this agreement if the delay or failure was due to any circumstances or cause beyond Service Provider’ reasonable control.
b) Without prejudice to the generality of the foregoing, circumstances beyond Service Provider’s reasonable control shall include act of God, server crashes, virus attacks on equipment, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, damage, bad weather, failure of either software, power or equipment not caused by the negligence of Service Provider or its employees, strikes, lockouts or other industrial actions or trade disputes (whether involving employees of Service Provider or of a third party).
a) This agreement may be terminated:
i) forthwith by either party if the other commits any material breach of any term of these Conditions and which (in the case of a breach capable of being remedied) has not been remedied within twenty-one (21) days of a written request to remedy the same;
ii) at any time by either party upon service of one months’ notice in writing to the other;
iii) forthwith by Service Provider if the Client fails to make payment of any sums due hereunder within 21 days of the due date or any other time specifically mentioned in Purchase Order;
iv) forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;
v) Forthwith by Service Provider upon notice of two weeks being given to the Client in the event that the Client or its employees or agents engage in any conduct prejudicial to the business of Service Provider or in the event that Service Provider considers that a conflict or potential conflict of interest has arisen between the parties.
b) Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under this agreement or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination. Thus, the Client shall be liable to pay to Service Provider all amounts that have become due for services already rendered prior to such termination.
c) In case this agreement is terminated under the provisions of this clause, the Service Provider shall be entitled to deduct all amounts outstanding from the Client from the Security Deposit, if any. After such deductions, the Service Provider shall refund to the Client the remaining amount, if any, within a period of two weeks from the date this agreement is terminated or determines.
d) The Client agrees and irrevocably declares and acknowledges that under no circumstances shall Service Provider and Service Provider’ officers be required to take any action which they consider unlawful or improper or which in their opinion may cause any of them to incur any personal liability and such refusal shall be without liability or breach of contract.
11. EXCHANGE RATE
a) The Parties agree that the prices are based on the rate of exchange of Rs.65 /- equal to USD 1. This will be referred to hereinafter as the base rate
b) In the case of a variation by more than 5% from the base rate, then the Service Provider has the right to alter the prices in proportion with the variation in the exchange rate.
c) No variation in prices will be allowed if the variation in the rate of exchange remains within the limit of 5% plus minus.
d) The base rate shall not be affected by any changes in the Laws, Acts, Rules or Regulations or any bye laws in regards to the Foreign Exchange Laws in any of the Countries.
e) No other charges will be effected by the change in the rate of exchange.”
a) Any notice or other communications to be given under this agreement shall be in writing and may be delivered by hand or sent by speed post (or if the recipient is in another country by prepaid airmail) to the addresses stated in this agreement (or to such other address as the addressee may from time to time have notified for that purpose) or sent by email.
b) Communications shall be deemed to have been received:
i) if by personal delivery when delivered
ii) if by speed post 3 days after posting
iii) if by email when such email is delivered successfully.
a) The terms and conditions set out in this agreement and along with schedules constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties.
b) Service Provider may employ sub-contractors for carrying out any part of the Services and shall be entitled at all times in its absolute discretion to decide the number of and which of its employees, agents or sub-contractors shall provide the Services on behalf of Service Provider.
c) No failure or delay by either party in exercising any of its rights under this agreement shall be deemed to be a waiver of that right, and no waiver by either party of any breach of this agreement by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
d) The parties acknowledge and agree that this agreement shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.
e) The Client shall provide the KYC documents provided specified in Schedule 1 to this agreement. The Client represents that these KYC documents are valid and subsisting.
f) The Client shall not assign, transfer, mortgage, charge or otherwise encumber or deal with in any other manner (including declaring a trust) all or any of its rights or obligations under this Agreement without the written consent of Service Provider. References to the Client include its personal representatives, permitted origins and successors in title. Each party warrants its power to enter into this agreement and has obtained all necessary approvals to do so.
g) It is expressly represented that the person signing this agreement on behalf of the Client has the necessary authority to do so. If it is subsequently discovered that the person signing does not have such authority, then he/she shall be personally liable for all Services rendered under this agreement as if this agreement was entered into in his/her personal capacity.
h) If any provision of this agreement or these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this agreement or these Conditions and the remainder of the provision in question shall not be affected.
i) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.
j) Headings are inserted for convenience only and shall not affect the construction or interpretation of these Conditions.
k) For the purposes of this agreement, any act done by an employee, agent, or representative of the Client shall be deemed to be an act done by the Client itself.
14. JURISDICTION & DISPUTES
a) The parties agree that this agreement shall be construed according to the laws of India.
b) In case any disputes arise between the parties in the performance of their obligations under this agreement, the same shall be subject to arbitration conducted in Mumbai.
c) For this purpose, the disputes shall be adjudicated upon by a sole arbitrator chosen by the Service Provider.
d) The arbitral proceedings shall be fast-track arbitral proceedings conducted under the provisions of section 29B of the Arbitration and Conciliation Act, 1996.
These Terms and Conditions were last revised in June 2017 and are subject to periodic revisions and updates.