THIS MASTER SUBSCRIPTION AND SERVICES AGREEMENT GOVERNS THE CUSTOMER’S USE AND AVAILMENT OF SERVICES PROVIDED BY BIDHELP TECHNOLOGY AND ADVISORY PRIVATE LIMITED (HEREINAFTER BIDHELP). IT CONSTITUTES A BINDING AGREEMENT BETWEEN BIDHELP AND THE CUSTOMER. BY (1) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR (2) CLICKING A BOX INDICATING ACCEPTANCE OF THIS AGREEMENT OR (3) USING THE SERVICES, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND SHALL NOT AVAIL THE SERVICES.

1. DEFINITIONS

• “Affiliate” shall mean, in relation to any person:
  • if that person is an individual, any person who is a relative of such person; and
  • if that person (the “Subject Person”) is other than a natural person, any other person that, either directly or indirectly through one or more intermediate persons, controls, is controlled by or is under common control with the Subject Person. “Control” means the power to direct the management or policies of a person directly or indirectly, whether through the ownership of over fifty percent (50%) of the voting power of such person, or through the power to appoint over half of the members of the board of directors or similar governing body of such person or through any other arrangements. And the words “Controls” or “Controlled by” or “Controlling” shall be construed accordingly.
• “Agreement” means this Master Subscription and Services Agreement, any Order Form, addenda, exhibits and supplements thereto.
• “Applicable Law” means any law, statute, rule, regulation, order, circular, decree, directive, judgement, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to a party or subject matter in question.
• “Assisted Services” means services in relation to Bid management and assistance thereto.
• “Customer Data” means any content, materials, documents, data and information submitted by or for the Customer including any data generated, derived, processed, stored or transmitted thereof.
• “Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates). It includes users of the Services.
• “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
• “Non-Bizhelp Application” means a web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by the Customer or a third party.
• “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and Bizhelp, including any addenda, exhibits and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. For the instances where the Customer avails the Services of Bizhelp through a Reseller, Order form shall deem to mean a document entered into between a Reseller and Bizhelp specifying the Services to be provided by Bizhelp and the charges payable by the Reseller.
• “Technical Services” means migration, implementation, integration, training, or consulting services made available by Bizhelp under applicable Order Form.
• “Reseller/Distributor” means a third party authorised by Bizhelp in writing to sell Services.
• “Services” means Subscription Services, Assisted Services and Technical Services and exclude any Non-Bizhelp Applications.
• “Software” means Bizhelp’s proprietary software and tools including but not limited to advanced filters for targeted bid searches tool, Daily Bid Notification tools, Bid Management Dashboard tools, Automatic Bid Study & Create Bid Participation Documents software, Bid Objection Reply Genrater tools, Bid Price Analysis For Bid Participation, and Bid Modification Tracking system as provided by Bizhelp to the Customer pursuant to an Order Form.
• “Subscription Services” means any services provided by Bizhelp to the Customer including the subscription to Software and related support made available by Bizhelp to the Customer under applicable Order Form.

2. BIDHELP’S RESPONSIBILITIES

• Provision of Subscription Services. Subject to terms of this Agreement and payment of the charges, Bizhelp will (a) make the Subscription Services available to the Customer pursuant to the applicable Order Form (b) provide applicable Bizhelp standard support for the Subscription Services to the Customer.
• Protection of Customer Data. Bizhelp will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data to prevent unauthorized access to Customer Data.

3. USE OF SUBSCRIPTION SERVICES

• Subscriptions. Subject to the terms of this Agreement and payment of charges, Bizhelp grants the Customer, a limited, non-exclusive, non-transferable right to access the Subscription Services. Subscription Services are purchased as subscriptions for the term stated in the applicable Order Form.
• Usage Limits. Subscription Services are subject to usage limits specified in Order Forms. If the Customer exceeds a contractual usage limit or if the Customer uses the Subscription Services beyond the term of the Order Form and,or this Agreement, the Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Bizhelp’s request, and/or pay additional amounts for excess usage in accordance with the “Invoicing and Payment” section below, regardless of whether such excess usage is beyond the term of the Order Form and/or this Agreement. For instances where the Customer has availed the Services through a Reseller, Reseller shall request for additional quantities of the applicable Subscription Services for the Customer and pay applicable charges as agreed between Reseller and Bizhelp.
• Customer Responsibilities. The Customer shall (a) be responsible for compliance with this Agreement and Order Forms, (b) be responsible for the accuracy, quality and legality of the Customer Data, the means by which the Customer acquired the Customer Data, the Customer’s use of the Customer Data with the Services, and the interoperation of any Non-Bizhelp Applications with which the Customer uses Subscription Services, (c) prevent unauthorized access to or use of Subscription Services and notify Bizhelp promptly of any such unauthorized access or use and (d) be responsible for all activities that occur under its usernames, passwords or accounts or as a result of the Customer’s access to the Services and agrees that Bizhelp is not responsible for any harm caused by users, including individuals who were not authorized to have access to the Services but who were able to gain access from the Customer’s user credentials.
• Usage Restrictions. The Customer shall not (a) make any Subscription Service available to anyone other than the Customer or users, or use any Subscription Service for the benefit of anyone other than the Customer or its Affiliates, unless expressly stated otherwise in an Order Form, (b) sell, resell, rent, license, sublicense, distribute, make available, any Subscription Service, or include any Subscription Service in a service bureau or outsourcing offering, (e) interfere with or disrupt the integrity or performance of any Subscription Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Subscription Service or its related systems or networks, (g) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access or use any of Bizhelp intellectual property except as permitted under this Agreement, or Order Form, (h) modify, copy, or create derivative works based on a Subscription Service or any part, feature, function or user interface thereof, (i) disassemble, reverse engineer, reproduce, distribute, republish or decompile a Subscription Service, (j) remove or modify any program markings or any notice of Bizhelp’s or its licensors’ proprietary rights, (k) perform or disclose any benchmark or performance tests of the Services, (l) access Subscription Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) assist a third party in building or supporting, products or Services competitive to Bizhelp or (4) copy any ideas, features, functions or graphics of the Service.
• The Customer’s use of Services shall be subject to terms and conditions of use and privacy policy as updated from time to time by Bizhelp.

4. NON-BIDHELP APPLICATIONS

Any acquisition or use by the Customer of Non-Bizhelp Application, and any exchange of data between the Customer and any Non-Bizhelp Application is solely between the Customer and the applicable Non-Bizhelp Application provider. Bizhelp does not warrant or support Non-Bizhelp Applications or other Non-Bizhelp products or services, whether or not they are designated by Bizhelp as “certified” or otherwise. Bizhelp is not responsible for any disclosure, modification or deletion of the Customer Data resulting from access by such Non-Bizhelp Application or its provider. Bizhelp assumes no responsibility in relation to any services availed by the Customer from a Non-Bizhelp Application and the Customer agrees and undertakes to indemnify and hold Bizhelp harmless from any claim, loss, liability arising out of, or in connection with, or in relation to any such services being availed by the Customer.

5. TECHNICAL SERVICES

Subject to payment of applicable charges, Bizhelp may make available for Customer, Technical Services as set forth in the applicable Order Form. Customer shall render necessary assistance to Bizhelp in order for Bizhelp to fulfil its responsibilities as set forth in this Agreement and the applicable Order Form. Unless otherwise stated in the applicable Order Form, all Technical Services under this Agreement are deemed accepted by Customer upon delivery.

6. ASSISTED SERVICES

The following terms shall additionally govern provision and use of Assisted Services

• The Customer shall ensure that all the information provided for availing Assisted Services is (a) provided promptly, (b) true, (c) accurate and (d) complete.
• The Customer acknowledges and agrees that
  • The scope of services set out in the Order Form is comprehensive and complete,
  • The Assisted Services including deliverables, if any, are provided solely for the benefit of the Customer,
  • It shall not disclose the deliverables or extend the benefit of the Assisted Services to anyone else,
  • It shall be solely responsible for maintenance, custody and archival of the statutory books of accounts, other registers and records,
  • It shall assist with error summary generated after validation checks,
  • It shall notify Bizhelp promptly of any change in the nature of its business or any information provided to Bizhelp,
  • It shall assign competent personnel to coordinate with and provide requisite information to Bizhelp,
  • Bizhelp shall follow the positions and rates adopted by the Customer, however such adoption shall not be considered as Bizhelp’s acceptance or validation or correctness of the positions adopted by the Customer,
  • Bizhelp will rely on the information or documents or data provided by the Customer and the Customer shall be solely responsible for any consequences that may arise from delay in provision of such information or any incompleteness or inaccuracy in the information provided,
  • Bizhelp does not provide tax, legal or Bidding related advice and Bizhelp’s services are not intended to provide, and should not be relied on for, tax, legal or Bidding related advice, and Bizhelp disclaims all liabilities that may arise thereof.
• 6.3. The Customer acknowledges and agrees that Assisted Services rendered by Bizhelp, directly by itself or through any of its employees or third parties, shall specifically exclude
  • Deposit or payment of Bid related fee liability payable by the Customer, or engage in offsetting of liability on the Customer’s behalf,
  • Verifying the authenticity, accuracy or completeness of the information provided by the Customer, (
  • Issuance of any chartered accountant’s certificate with respect to Bids, bidding related document, tax or other related returns, audits or information,
  • Any services prohibited to be provided by a company under Applicable Law including the General finance Act and Rule, and procurement act and rule, Chartered Accountants Act or under the applicable rules, regulations, guidelines and code of ethics of Government Procurement,
  • Providing any audit, assurance or certification services including that are required to be provided exclusively by a chartered accountant or cost accountant, or any professional
  • Expression of any opinion or views as to the manner in which any regulatory, government or judicial authority in India or elsewhere in the world interprets or addresses any issues in relation to the Assisted Services,
  • Identification of matters that need consultation or advice or recommendation from a professional consultant or counsel,
  • Verification of harmonized system of nomenclature codes or similar codes provided by the Customer, ,
  • Participate of any Bid using the Customer’s digital signing certificate
• Nothing herein shall be construed to mean that Bid warrants or undertakes that the statutory, government authorities, judicial or quasi-judicial bodies will concede or ratify the Assisted Services. Bizhelp will not be responsible for any notices, claims, queries, clarifications, inconsistencies that may be notified by any authority or otherwise. Bizhelp will not be responsible to address any legal matters or questions of law.
• Bizhelp may use external consultants, each of which is a separate and independent legal entity, to provide Assisted Services.

7. CHARGES AND PAYMENT

• Charges. The Customer shall pay the charges specified in Order Forms. Except as otherwise specified herein or in an Order Form, (a) charges are based on the Services and subscriptions purchased and not on actual usage and (b) payment obligations are non- cancellable, and charges paid are non-refundable.
• Invoicing and Payment. Unless otherwise stated in the Order Form, all charges will be invoiced in advance and are payable within Three (3) days from the invoice date. The Customer shall be responsible for providing complete and accurate billing and contact information to Bizhelp and notifying Bizhelp of any changes to such information.
• Unless otherwise stated in the Order Form, all invoices will be sent via email and what’s app to the Customer’s email address and mobile Number registered with Bizhelp.
• If any invoiced amount is not received by Bizhelp within the due date, then without limiting Bizhelp’s rights or remedies, Bizhelp may levy interest at the rate of 2% of the outstanding balance per month.
• Suspension of Service. If any invoiced amount owed by the Customer under this or any other agreement for Services is Seven (07) days or more overdue, Bizhelp may, suspend Services until such amounts are paid in full, provided that, Bizhelp will give the Customer at least Five (5) days prior notice that its account is overdue before suspending services to the Customer.
• Taxes. Bizhelp’s charges do not include any taxes. The Customer shall be responsible for paying all taxes associated with its purchases hereunder.
• If a Customer avails or purchases any Services through a Reseller, then such the Customer shall be liable to pay for such Services to the Reseller. However, the Customer shall continue to be liable to pay for Services purchased directly from Bizhelp.
• If a the Customer avails or purchases any Services through a Reseller and (a) such Reseller notifies Bizhelp of such Customer’s failure to pay amounts due to Reseller with respect to a Service; or (b) such Reseller fails to pay any amounts due to Bizhelp; then Bizhelp at its sole and absolute discretion may suspend or terminate the Services or terminate the Services being provided to the Customer. The Customer consents to such suspension and termination rights and acknowledge and agrees that Bizhelp shall not be liable to the Customer to provide any Services to the Customer. The Customer’s sole recourse with respect to any such suspension or termination shall be against the Reseller.

8. PROPRIETARY RIGHTS

• As between Bizhelp and the Customer, the Customer owns all of Customer’s Data and all intellectual property related to Customer’s Data. Notwithstanding anything to the contrary contained herein, the Customer hereby agrees, covenants, consents and grants Bizhelp, its Affiliates, and its third-party service providers, all the rights to host, use, process, analyse, derive, store, display and transmit Customer Data including for providing the Services in accordance with this Agreement. Customer represents that it has, and warrants that it shall maintain, all rights as required to allow Bizhelp, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain Customer Data, including without limitation in combination with other Bizhelp customers’ data.
• Subject to the limited rights expressly granted hereunder, Bizhelp shall retain all right, title and interest in and to the Services and all technology utilized by Bizhelp to provide the Services, including any and all patents, copyrights, trademarks, trade names, trade secrets and other intellectual property rights relating to, embodied by, or incorporated in any of the foregoing including any updates, upgrades, enhancements, modifications or improvements made to, or derivatives of, the Services. If the Customer provides Bizhelp with any feedback regarding any Services, Bizhelp may use all such feedback without restriction. No rights are granted to the Customer hereunder other than as expressly set forth herein.

9. CONFIDENTIALITY

The Parties shall endeavour to protect Confidential Information. In the context of the relationship under this Agreement, each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”) certain confidential information that has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party (“Confidential Information”). Bizhelp’s Confidential Information shall deem to include, without limitation, the pricing of Services, business proposals, technical documentation, integration methodologies, technical data, methods, processes, know-how and inventions. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to, or use of, Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation.

10. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

• 10.1. Each party represents and warrants that: (a) it is duly organized under Applicable Law and has sufficient authority to enter into this Agreement, (b) the person entering into this Agreement is authorized to sign this Agreement on behalf of such party and (c) the execution and performance under this Agreement does not conflict with any contractual obligations such party has to any third party.
• The Customer represents and warrants that :
  • all information which has been given by the Customer or on behalf of the Customer by the Reseller to Bizhelp with respect to the Customer is true, accurate and complete in all respects,
  • it shall maintain, all rights, privileges and licenses as required to allow Bizhelp, its Affiliates and its third-party service providers to compile, use, store, process, analyse, derive and retain the Customer Data,
  • it has obtained all governmental authorizations, consents and approvals and corporate approval, and other consents as required under Applicable Law for the execution and performance of this Agreement have been obtained, and continue in force,
  • it shall pay the charges set out under applicable Order Form in a timely manner and in accordance with the terms of this Agreement,
  • it has reviewed the Services of Bizhelp and that it’s purchase and use of the Services shall not be in breach of Applicable Laws,
  • it is duly authorised to conduct its business under Applicable Laws,
  • the execution, delivery and performance of this Agreement by the Customer shall not
    • violate or conflict with its organizational or constitutional documents, and
    • constitute a violation of Applicable Law,
  • there are no legal, quasi-legal, administrative or other proceedings, claims, actions or governmental investigations of any nature pending against the Customer, or to which the Customer’s assets or properties are subject, and the Customer has not received any notice or intimation of any such proceeding, claim, action or governmental investigation against it, in each case, which relates in any manner to this Agreement or which could otherwise adversely impact its ability to undertake its obligations under this Agreement, and
  • the Customer has not and nor any Associated Persons or former Associated Persons has, directly or indirectly:
    • violated or is in violation of Money Laundering Laws, Anti-Bribery Laws, or rules, regulations, guidelines of the OFAC (“OFAC Regulations”) and other applicable anti-corruption Laws; or
    • made, offered or promised to make, or authorized the payment or giving of money, or anything else of value, to any
      • (i)executive, official, employee or person acting in an official capacity for or on behalf of a government department, government agency or a government-controlled entity or a public international organization (e.g., the International Monetary Fund or the World Bank), or
      • (ii) political party or official thereof, or candidate for political office (each of the foregoing a “Government Official”), or
      • (iii) any other person, while knowing that all or some portion of the money or value will be offered, given or promised to a government official for the purposes of obtaining or retaining business or securing any improper advantage or in other circumstances when such offer, payment or promise would be unlawful; or been subject to any investigation by any Governmental Authorities or regulators with regard to any actual or alleged breach of any relevant anti-corruption law.

Provided that in the case of former Associated Persons such action took place whilst the former Associated Person was an Associated Person.

• Neither the Customer nor any of its current or former Associated Persons is or has been the subject of any investigation, inquiry or litigation, administrative or enforcement proceedings by any Governmental Authority or any customer regarding any offence or alleged offence under Anti-Bribery Laws or Money Laundering Laws, and no notice has been received that such investigation, inquiry or proceedings have been threatened or are pending, and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings.
• The Customer is not (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the OFAC and/or on any other similar list maintained by OFAC or any other U.S. governmental agency pursuant to any authorising statute, executive order or regulation; and (ii) a Person with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or executive order of the President of the United States. For the purposes of this Agreement:
  • “Anti-Bribery Law” means the Indian Prevention of Corruption Act 1988, the US Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010, and shall include any Applicable Laws that relate to the bribery or corruption, in each case as amended, re-enacted or replaced from time to time;
  • “Associated Person” means a Person (including any director, officer, employee, agent or other intermediary) who performs services for or on behalf of that Person or who holds shares of capital stock, partnership interests, limited liability company membership interests and units, shares, interest and other participations in that Person (in each case when performing such services or acting in such capacity);
  • “Money Laundering Law” means the Indian Prevention of Money Laundering Act, 2002 and all applicable anti-money laundering statutes of all jurisdictions, including, without limitation, Indian and U.S. anti-money laundering laws, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental or regulatory agency; and
  • “OFAC” means the Office of Foreign Assets Control of the Department of the Treasury of the United States of America.
• The Customer has not nor had any affiliate or their respective directors, officers, managers, employees, its independent contractors, representatives or agents violated the provisions of the Foreign Corrupt Practices Act, 1977 (“FCPA”), the U.K. Bribery Act or Prevention of Corruption Act, 1988 (“PCA”) or any other applicable anti-bribery or anti-corruption law. None of the any of their directors, officers, employees and its agents or representative has, in any way in relation to the Customer or any of the Customer’s subsidiaries or controlled affiliates,
  • have offered, promised, made, paid or received or will offer, promise, make, pay or receive any bribe, kickback or other similar payment or transfer of value for the benefit of any person in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto;
  • have authorized, induced, or caused or will authorize, induce, or cause any person to offer, promise, make, pay or receive any such payment or transfer of value in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions) or any other party hereto; or
  • possess knowledge or reason to know that any such payment or transfer of value has occurred or will occur in connection with obtaining or retaining business or to secure an improper advantage (including, but not limited to, with respect to its respective capital contributions, including additional contributions and funding and in-kind capital contributions).
• Except as expressly provided herein, the Customer accepts the Services “as is” and acknowledges that Bizhelp makes no other warranty of any kind whether express, implied, statutory or otherwise, and disclaims all implied and statutory warranties, including, but not limited to, any implied warranty of merchantability, fitness for a particular purpose or non-infringement. Bizhelp further disclaims any warranty that the Services will meet the Customer’s needs or expectation, be error free, or that the operation of the Service will be uninterrupted, or the Service errors be corrected.
• The Customer acknowledges and agrees that Bizhelp does not control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Bizhelp shall not be responsible for any delays, delivery failures, or other damage resulting from such problems.
• The parties agree that Bizhelp shall not be responsible for any issues related to the performance, operation or security of the Services that arise from Customer’s applications or third-party applications. Notwithstanding anything contained herein, parties agree that the Services may contain information and data sourced from third-party service providers and such information and data is the sole responsibility of the Person that makes it available. Bizhelp does not make any representation or warranty regarding the reliability, accuracy, completeness, authenticity, merchantability, non-infringement, correctness, or usefulness of the information and data, third-party applications or services, and disclaims all liabilities arising from or related to the information and data, third party applications or services.
• For any breach of the services warranty, the Customer’s exclusive remedy and Bizhelp’s entire liability shall be the correction of the deficient services that caused the breach of warranty, or, if Bizhelp cannot substantially correct the deficiency in a commercially reasonable manner, customer may choose to end the deficient services.

11. INDEMNIFICATION

Notwithstanding anything contained in this Agreement, the Customer shall defend, indemnify and hold harmless Bizhelp (and its affiliates, officers, directors and employees) upon demand from and against any and all damages, actions, proceedings, claims, demands, costs, losses, liabilities, diminution in value, loss of earnings, profits and revenue, opportunity costs, expenses (including court costs and reasonable attorneys’ legal fees) in connection with, arising out of, or in relation to (i) breach or non-compliance of its obligations, consents, grants, undertakings, representations or warranties, and (ii) misrepresentation, negligence, fraud, wilful concealment and misconduct (iii) misuse of the Services and products of Bizhelp for any illegal or unauthorised purposes; (iv) any injuries to persons or damage to property, body, business character, reputation including theft, resulting from the acts or omissions of the Customer; (v) any claims by a third party on Bizhelp for the acts committed or omitted by the Customer; (vi) any violation of municipal, state or central laws governing the Services and products or their sale, that may result from such act or omission by the Customer.

12. LIMITATION OF LIABILITY

IN NO EVENT, BIDHELP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS, SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR DATA USE, ARISING OUT OF, OR RELATING TO, THE SERVICES OR THE ARRANGEMENTS BETWEEN THE PARTIES. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, THE CUMULATIVE MAXIMUM LIABILITY OF BIDHELP, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES OR AGENTS , WHETHER IN CONTRACT OR TORT OR DAMAGES OR INDEMNIFICATION CLAIMS OR NEGLIGENCE, BY STATUTE OR OTHERWISE, INCLUDING ARISING OUT OF THE WORK OR DELIVERABLES OR SERVICES COVERED BY THIS AGREEMENT, AND REGARDLESS OF THE THEORY OF LIABILITY, SHALL BE LIMITED TO PAYMENT OF INCURRED AND SUFFERED DIRECT DAMAGES ONLY AND SHALL IN NO EVENT EXCEED TWENTY FIVE PERCENT OF THE CHARGES RECEIVED BY BIDHELP, FROM THE CUSTOMER.

13. TERM AND TERMINATION

• Term This Agreement commences on the date the Customer first accepts it and, unless terminated earlier in accordance with the terms of this Agreement, shall continue until all the Subscription Services hereunder have expired or the Services have been rendered.
• Term of Subscriptions. The term of each subscription shall be as specified in the applicable Order Form (“Initial Term”). The subscriptions will automatically renew for additional periods equal to the expiring subscription term (“Renewal Term”), unless (a) a renewed Order Form is executed with revised terms and charges, or (b) either party notifies the other party, no less than five (05) days prior to the end of, the Initial Term or any Renewal Term, that it has elected not to renew the Order Form or the Agreement, or (c) Bizhelp intimates revision in the terms and charges post the Initial Term. Unless otherwise stated in an Order Form, the renewal charge shall increase by ten (10) percent of the applicable charges in the immediately preceding Order Form.
• Termination. Bizhelp may terminate this Agreement (a) if the Customer commits a breach of any of the terms and conditions of this Agreement, which if capable of cure or remedy, is not cured or remedied by the Customer, within a period of Five (07) days from the date of issue of notice by Bizhelp informing the Customer of such breach or (b) by providing Five (05) days prior written notice to the Customer Non-payment of invoiced amount within the applicable due date shall constitute material breach of this Agreement. Bizhelp may terminate this Agreement forthwith in the event (a) Bizhelp or the Customer is restricted, prohibited or constrained under Applicable Law from continuing to provide or avail Services respectively, under this Agreement, (b) the Customer acts in violation of Applicable Law, (c) the Customer is adjudicated bankrupt, or if a receiver or a trustee is appointed for it or for a substantial portion of its assets, or if any assignment for the benefit of its creditors is made and such adjudication appointment or assignment is not set aside within 90 (ninety) days, or (d) liquidation proceedings are initiated either voluntarily or compulsorily against the Customer.
• Effects of Termination. Upon any termination or expiration of this Agreement, Bizhelp will cease to provide the Services and all outstanding charges due under an Order Form shall be required to be paid immediately. All charges due under an Order Form are non-cancellable and non-refundable.
• Notwithstanding anything contained in Clauses 13.1 – 13.4, the term of Services purchased and, or availed by the Customer through a Reseller shall be as specified in the document executed between Reseller and Bizhelp.
• The Customer agrees and consents that Bizhelp may refer to it as a customer of Bizhelp in its communications and marketing materials, including by displaying the Customer’s name and logo on Bizhelp’s website and other marketing materials.

14. GENERAL PROVISIONS

• Bizhelp may use third-party service providers, including application service providers, hosting service providers and system integrators for rendering Services.
• Bizhelp shall be excused from performance hereunder, without any liability, to the extent that performance is prevented, delayed or obstructed by circumstances beyond its reasonable control. Such circumstances may be including but not limited to an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure delay, Non-Bizhelp Application, denial of service attack, a virus attack on the Customer’s system leading to disruption, issues with FTP access from the Customer’s system, emergency maintenance upgrades or government restrictions (including the denial or cancellation of any licenses).
• Bizhelp shall have no responsibility or liability in relation to failure of any activity, if such activity may have been initiated by a third party or by the Customer itself, and that has failed or delayed on account of the process of authentication and acceptance of Bidder/s data by GST System or otherwise, including but not limited to, failure or delay as a result of, network or connectivity failure, device or application failure, GeM’s System’s failure, possible down time at GeM System’s end or any other technical or non-technical error of any nature, whether foreseen or unforeseen at the time of entering into this Agreement.
• The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert, hire, retain (including as a consultant) any employee, officer, agent, director, contractor, business partner or such other persons of Bizhelp (“Bizhelp Personnel”) or any former Bizhelp Personnel engaged with Bizhelp in the preceding twelve months.
• The Customer agrees and undertakes that, during the Term and for a period of one year thereafter, it shall not, directly or indirectly, either individually or otherwise, solicit or induce, attempt to solicit or induce, divert any customer of Bizhelp, for provision of services which are same, similar or competes with (whole or in part), the Services.
• Planned Downtime: Bizhelp may shut down the Services to perform planned maintenance or to upgrade the Services. To the extent possible and reasonable, Bizhelp may provide at least 24 hours of notice for such downtime. For the avoidance of doubt, planned downtime will exclude any emergency maintenance undertaken by Bizhelp which shall be endeavoured to be undertaken during the non-business hours during weekends.
• Anti-Corruption. The Customer agrees and confirms that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of Bizhelp in connection with this Agreement.
• Entire Agreement and Order of Precedence. This Agreement along with the Order Forms represents the entire agreement between the Parties regarding the subject matter hereof and supersedes and prevails over any and all other agreements between the Parties including any Customer's vendor registration form, policies, code of conducts, guidelines, whether written or oral, whether executed prior to or subsequent to this Agreement and/or Order Form, whether or not contrary to this Agreement and/or Order Form, regarding the subject matter hereof. For clarity, the provisions of this Agreement supersedes and prevails over any earlier or incidental or any subsequent non-disclosure or confidentiality agreements, purchase orders, Customer's vendor registration form, policies, code of conducts, guidelines or any other Customer documentation (excluding Order Forms). In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement and (3) Terms of Use and Privacy Policy.
• Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
• Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
• Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
• Assignment. The Customer shall not assign any of its rights and obligations under this Agreement without the prior written consent of Bizhelp. Bizhelp may, in its sole and absolute discretion, assign, novate, transfer or otherwise dispose of any or all of its rights and obligations under this Agreement or any part thereof including but not limited to the right to payments, to any of its Affiliates, successors, associates or any other third parties or Persons in order to exercise any of the rights or perform any of the obligations under this Agreement, and the Customer shall, at Bizhelp’s intimation, enter into an appropriate agreement with such Affiliates, successors, associates or any other third parties or Persons in such form as Bizhelp may specify in order to enable Bizhelp to exercise its rights pursuant to this Clause. A change in the legal status of Bizhelp shall not affect the validity of this Agreement and this Agreement shall be binding on any successor to Bizhelp.
• Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of India, without regard to conflict of law principles. The courts, tribunals, councils, forums and other dispute resolution bodies at New Delhi, India shall have the exclusive jurisdiction to adjudicate upon any or all disputes arising out of or in connection with this Agreement. Notice: The Customer shall direct notices under this Agreement to the following address. Attn: Legal Department, Bizhelp technology and Advisory Private limited (aka Bizhelp), Registered office: 40/41, L2D Block, Mohan Garden, Uttam Nagar, New Delhi-110059 Corporate Office: 40/41, L2D Block, Mohan Garden, Uttam Nagar, New Delhi-110059 Email: co, co.
• Survival. Clause 1 (Definitions), Clause 7 (Charges and Payment), Clause 8 (Proprietary Rights), Clause 10 (Representations, Warranties and Disclaimers), Clause 11 (Indemnification), Clause 12 (Limitation of Liability), Clause 13 (Term and Termination) and 14 (General Provisions) shall survive termination or expiration of this Agreement.