Book a Demo

Term & Conditions

Term & Conditions

These General Terms and Conditions (“Terms”) govern your use of the carbon accounting and ESG management platform (“Platform”) provided by Vishwa Carbon Private Limited, formerly BCV Tech Private Limited (“Company”), registered under the Companies Act, 2013, at Sai Hira Complex, Mundhwa Road, Pune, Maharashtra 411036, India (CIN: U74999PN2022PTC217340). By signing the Order Form, you (“Customer”) agree to these Terms, which, with the Order Form, form the contract. In case the foregoing general terms and conditions differ from or conflict with the terms and conditions in the Customer’s order or confirmation, then these Terms shall prevail, unless otherwise is specifically agreed by us in writing.

  1. DEFINITIONS.
    1. “Acceptable Use Policy” or “AUP” shall have the meaning set forth in Clause 3.2
    2. “Affiliate” means an entity directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future. An entity shall “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has primary management or operational responsibility.
    3. “AI Credits” means units allocated for the use of artificial intelligence features on the Platform, such as automated data analysis, predictive modeling, or ESG reporting.
    4. “Change of Control” means one or more transactions whereby (a) Control of a Party is transferred, directly or indirectly, whether by operation of law or otherwise, (b) all or substantially all of such Party’s assets or equity securities are acquired by a person, firm or entity or (c) such Party is merged or consolidated with or into another entity; provided, that, in any case, such Party’s equity owners of record immediately before such transaction(s) shall, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity.
    5. “Client”/ “Clients” means an end customer of Customer granted access to the Platform under these Terms to receive Customer’s services related to carbon accounting and ESG management.
    6. “Company’s Proprietary Materials” means the Platform, Company’s Software, and any other system or technology used, owned, or licensed by Company or its Affiliates or licensors in connection with the Platform, including communications, integrations, networks, software, source code, object code, algorithms, proprietary elements, documentation, records, trade secrets, know-how, and all custom implementations, integrations, or modifications developed by the Company, including all Intellectual Property Rights therein.
    7. “Company’s Software” means the Company’s software application(s) and any third-party or other software, in machine-readable object code, including Documentation, new versions, updates, revisions, improvements, and modifications, provided as part of the Services, excluding Open-Source Software.
    8. “Confidential Information” means proprietary, nonpublic or trade secret information, disclosed in written, oral or visual form, that the disclosing Party, its Affiliates or agents (each, a “Disclosing Party“) provides to the receiving Party, its Affiliates or agents (each, a “Receiving Party“) and that Disclosing Party designates as being confidential or, if disclosed orally, states to be confidential at the time of initial disclosure, or if not so marked or stated should reasonably have been understood to be confidential as to Disclosing Party, either because of the circumstances of disclosure or the nature of the information itself and that (a) relates to Disclosing Party, its products, services, developments, trade secrets, know-how or personnel; and (b) is received by Receiving Party from Disclosing Party during the Term.
    9. Customer Data” shall have the meaning set forth in Clause 8.1.
    10. “Documentation” means all generally available documentation relating to the Platform, including user manuals, operating manuals, instructions, specifications, and materials describing any component, feature, or functionality of the Platform.
    11. “ESG” means Environmental, Social, and Governance factors used to evaluate a Company’s sustainability and societal impact. Environmental refers to how a company manages its ecological footprint, Social pertains to its relationships with employees, customers, and communities, and Governance covers the company’s leadership, ethics, and compliance with laws and regulations.
    12. “Force Majeure Event” shall have the meaning set forth in Clause 16.4.
    13. “Harmful Code” means any software, hardware or other technologies, devices or means, the purpose or effect of which is to: (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use or operation of any data processed thereby; or (b) prevent Customer or any End User from accessing or using the Services as intended by these Terms, and includes any virus, bug, trojan horse, worm, backdoor or other malicious computer code and any time bomb or drop dead device.
    14. “Intellectual Property Rights” means all rights, title, and interest in any form of intellectual property, whether registered or unregistered, and includes, without limitation, patents, trademarks, copyrights, trade secrets, know-how, industrial designs, and any other proprietary rights recognized under applicable laws. This encompasses, but is not limited to, patents and patent applications, reissues, extensions, and supplementary protection certificates; trademarks, service marks, trade names, logos, domain names, trade dress, and all associated goodwill; copyrights and related rights in literary, artistic, and other works, including rights to registration and protection; trade secrets and proprietary information, including business plans, marketing strategies, formulas, processes, and methods; design rights, whether registered or unregistered, protecting the appearance of products; and any other intellectual property rights, whether existing now or created in the future.
    15. “Order Form” means the acknowledgment of Customer’s purchase order for the Platform pursuant to a Company’s proposal or Customer’s purchase order request referencing these Terms, incorporated herein upon signature by both Parties.
    16. “Professional Services” means data conversion, implementation, configuration, integration, deployment, training, project management, or other consulting services provided by the Company under a mutually agreed Order Form.
    17. “Service Order” or “SO” means a specification of Services to be performed by Company and the associated fees or charges, as agreed by the Parties.
    18. “Service Supplement” means any attachment to these Terms setting forth the description, rates, service levels and other applicable terms for the Service identified.
    19. “Statement of Work” or “SOW” means a specification of the non-standard (i.e., custom or professional) Services to be performed by Company and the associated fees or charges, as agreed by the Parties.
    20. “Subscription Period” means the period of subscription to the Platform as specified in Annexure A, including any extensions thereof.
    21. “Taxes” means any applicable taxes, tax-like charges, tax-related charges and other charges or surcharges, including all excise, use, sales, value-added and other fees, surcharges and levies.
    22. “User”/ “Users” means named individuals employed by Customer or its Affiliates, as indicated in Annexure A or agreed in writing, with User IDs authorized to access and use the Platform.
    23. “User ID” means the unique identification name and password assigned to a User required to access the Platform.
  2. COMPANY OBLIGATIONS.
    1. Grant of Subscription Rights. During the Subscription Period and subject to the terms of these Terms, Company grants Customer, its Affiliates, and their Users a non-transferable, non-exclusive, worldwide, royalty-free, limited license to: (a) access and use the Platform solely for Customer’s and its Affiliates’ internal business use and to provide services to Clients for carbon accounting and ESG management; (b) generate, print, copy, upload, download, store, and process all output, displays, and content resulting from such use; (c) print, download, and use copies of the Documentation for Customer’s use; (d) access and use the Platform for non-production purposes (e.g., analysis, configuration, testing, training) without charge; and (e) perform, display, execute, modify, and distribute Company’s Proprietary Materials solely as necessary to access or use the Platform. The initial number of Users and Subscription Period are set forth in the Order Form.
    2. Scope of Services. The “Services” include: (a) deployment, management, operation, and administration of the Company’s Software and Platform for remote access via external login; (b) maintenance and support as described in Annexure A; (c) AI capabilities as described in Annexure B; and (d) onboarding and training as described in Annexure C. The Company retains all right, title, and interest in Company’s Proprietary Materials.
    3. Standards of Performance. The Company shall provide the Services in a professional and businesslike manner, using due care, good faith, and standard industry practices, and meet the service availability standards in Annexure B.
    4. Availability of Service; Service Level Credits. The Platform shall be available 24/7, except for scheduled maintenance notified seven (7) days in advance, with a minimum 98% uptime as specified in Annexure B. If the Company fails to meet this SLA, Customer shall receive service credits as outlined in Annexure B. The Company is not responsible for downtime caused by Customer’s or Clients’ misuse, internet disruptions, or third-party systems.
    5. Company Relationship Manager. Company shall appoint a relationship manager to coordinate obligations and serve as the primary liaison with Customer, changeable upon two (2) weeks’ written notice.
    6. Control of Services. Company may, at its discretion, reengineer components, change service locations, use subcontractors, or modify technology, provided such changes do not compromise the Services’ performance.
    7. Personnel. Company shall dedicate necessary personnel, retaining the right to assign, replace, or reassign them, and is solely responsible for their compensation and taxes.
    8. Professional Services. Services outside the scope (e.g., custom development, API integrations) shall be provided under a mutually agreed Order Form, subject to Company’s approval and pricing.
    9. Minimization of Planned Service Disruptions. The Parties shall mutually agree on the scope, timing, and duration of planned disruptions, scheduling routine maintenance between 10:00 PM and 8:00 AM IST or on weekends (6:00 PM Saturday to 8:00 AM Monday IST).
    10. Unplanned Service Disruptions. Company shall use commercially reasonable efforts to prevent unplanned disruptions (“Downtime”) within its control. Company is not liable for Downtime caused by Customer, Clients, internet issues, or third-party systems but shall assist in resolving such issues where practicable.
    11. Compliance with Data Protection Laws. Company shall process Customer Data in compliance with the Information Technology Act, 2000, the Digital Personal Data Protection Act, 2023 (if applicable), GDPR, and CCPA where relevant, and shall not store or access Customer Data post-deployment except as necessary to provide Services.
  3. CUSTOMER OBLIGATIONS.
    1. Customer Relationship Manager. Customer shall appoint a qualified relationship manager to coordinate its obligations under these Terms, serve as the primary liaison with Company, and ensure effective communication. The relationship manager shall: (a) provide company with an outage communications plan within thirty (30) days of the Effective Date, detailing escalation procedures and contact points; (b) submit quarterly updates on User and Client compliance; and (c) maintain an escalation matrix for critical issues, updated annually or upon request. Customer may change the relationship manager by providing seven (7) days’ written notice to the Company, ensuring continuity of communication.
    2. Users and Clients. Only authorized Users and Clients, as defined in Clause 1, may access the Platform. Customer shall: (a) ensure Users and Clients comply with the terms of these Terms, including the AUP and Privacy Policy at https://bharatcarbon.earth/privacy-policy/ ; (b) provide initial and annual training to Users and Clients on Platform usage, security protocols, and compliance obligations; (c) implement access controls to prevent unauthorized access, including role-based permissions and multi-factor authentication (MFA); (d) maintain an audit trail of User and Client access activities, available to the Company upon request; and (e) be solely liable for any non-compliance, misuse, or breach by Users or Clients, including any resulting damages or costs.
    3. Protection of Platform Components. Customer shall ensure that no Platform components, including source code, object code, algorithms, or security features, are displayed, copied, modified, or distributed outside the Platform environment without Company’s prior written consent. Customer shall: (a) prohibit Users and Clients from tampering with or bypassing security controls, including encryption or access restrictions; (b) report any discovered vulnerabilities or security weaknesses to the Company within twenty four (24) hours; and (c) cooperate in remediating such issues, including implementing Company’s recommended fixes.
    4. Compliance with Specifications. Customer shall comply with all technical specifications, security guidelines, operating protocols, and Documentation provided by the Company, including requirements for password strength, system compatibility, and API usage. Customer shall: (a) promptly adopt Company’s security patches, updates, or upgrades within fourteen (14) days of release, unless otherwise agreed; (b) maintain systems and networks compatible with the Platform’s requirements, as specified in the Documentation; and (c) notify the Company of any compatibility issues within seven (7) days of discovery, providing details to facilitate resolution.
    5. Unauthorized Access. Customer shall not, and shall ensure Users and Clients do not, attempt to access unauthorized data, files, programs, or systems within the Platform. Customer shall: (a) conduct quarterly access reviews to verify User and Client permissions, documenting results and addressing discrepancies; (b) immediately return any inadvertently accessed materials to the Company, treating them as Confidential Information per Clause 9; (c) implement an incident response protocol to detect and mitigate unauthorized access attempts; and (d) notify the Company of any suspected unauthorized access within twenty four (24) hours, providing a detailed incident report.
    6. Publicity Consent. Customer grants the Company a revocable, non-exclusive license to use its name, logo, feedback, comments, or testimonials in marketing materials, provided such use does not disclose Confidential Information or Sensitive Information. Customer may revoke this consent by providing thirty (30) days’ written notice to the Company. The Company shall limit use to anonymized case studies or general references unless Customer provides explicit written approval for identifiable use. Company shall comply with Customer’s branding guidelines, if provided, and remove Customer’s materials from marketing within fourteen (14) days of revocation.
    7. Data Protection Obligations. Customer shall: (a) obtain all necessary consents, permissions, and authorizations from Users, Clients, and data subjects for the processing of Customer Data, including Sensitive Information, in accordance with applicable data protection laws (e.g., Digital Personal Data Protection Act, 2023, GDPR, CCPA); (b) promptly notify the Company of any data subject requests (e.g., access, deletion, rectification) related to Customer Data, providing details to facilitate compliance; (c) implement reasonable security measures to protect Customer Data before transmission to the Platform; and (d) indemnify the company against claims arising from Customer’s failure to comply with data protection obligations.
  4. ACCESS; COMPLIANCE.
    1. Access. Customer shall ensure that only active employees, contractors, or Clients, as authorized in Annexure A, are assigned User IDs to access the Platform. Customer shall: (a) revoke access for former employees, contractors, or Clients within twenty four (24) hours of termination or role change; (b) enforce strong password policies (e.g., minimum 12 characters, mixed case, numbers, symbols) and enable mandatory multi-factor authentication (MFA) for all User IDs; (c) maintain a register of authorized Users and Clients, updated quarterly and available to the Company upon request; and (d) keep all passwords, access credentials, and User IDs confidential, using secure storage and transmission methods.
    2. Unauthorized Use. Customer shall: (a) notify the Company within twenty four (24) hours of detecting any unauthorized use, security breach, or suspected compromise of the Platform or Customer Data, providing a detailed incident report; (b) take immediate steps to investigate, contain, and stop any known or suspected unauthorized use, cooperating fully with the Company’s investigation; (c) implement mitigation measures recommended by Company to prevent recurrence; and (d) not provide false identity information or credentials to access the Platform, with any such attempt constituting a material breach.
    3. Compliance. Customer is solely responsible for ensuring that its business operations, Platform use, and processing of Customer Data comply with all applicable laws, including data protection laws (e.g., Digital Personal Data Protection Act, 2023, GDPR, CCPA), environmental regulations, and industry standards. Customer shall: (a) conduct annual compliance reviews to verify adherence to legal and contractual obligations, documenting results; (b) provide Company with compliance certifications or attestations upon request, within thirty (30) days; (c) implement adequate security and privacy measures to protect Customer Data, consistent with industry best practices; and (d) notify the Company of any specific legal or regulatory requirements applicable to Customer’s use of the Platform within fourteen (14) days of signing or upon change, providing details to ensure compatibility.
    4. No Joint Undertaking. The Services provided under these Terms do not constitute a joint undertaking, partnership, or agency relationship between the Company and Customer or its Clients. The Company provides Services solely to Customer and its authorized Users and Clients, and has no direct contractual or legal obligations to Clients. Customer is solely responsible for its agreement with Clients, including ensuring Client compliance with these Terms, and shall indemnify Company against claims arising from Client actions.
    5. Security Incident Reporting. Customer shall report any security incident involving Customer Data, including unauthorized access, disclosure, or loss, to the Company within twenty four (24) hours of detection. The report shall include: (a) the nature and scope of the incident; (b) the affected data or systems; (c) Customer’s initial response and mitigation measures; and (d) contact details for further coordination. Customer shall cooperate with the Company in investigating and remediating the incident, including implementing corrective actions and notifying affected data subjects if required by law. Failure to report incidents promptly constitutes a material breach.
  5. LICENSE TO USE THE SERVICES.
    1. License Restrictions. The license granted in Clause 2.1 is subject to Customer, its Affiliates, Users, and Clients not engaging in, or permitting any third party to engage in, the following: (a) copying, modifying, adapting, or tampering with the Platform, Documentation, or security features; (b) exceeding usage limits specified in Order Forms, including User, Client, or AI Credit allocations; (c) creating derivative works or external links to/from the Platform, except for internal business use; (d) reverse engineering, disassembling, decompiling, or attempting to discover source code, algorithms, or underlying technology; (e) using unauthorized versions or data to develop competing products or services; (f) selling, reselling, leasing, renting, licensing, or sublicensing the Platform or access thereto; (g) allowing access by unauthorized users or sharing User IDs; (h) removing, obscuring, or altering proprietary notices or trademarks; (i) disclosing Platform performance statistics or benchmarks without Company’s prior written consent; (j) using the Platform for illegal activities, including violating data protection or environmental laws; (k) overloading, flooding, or attacking the Platform to disrupt service; or (l) bypassing or disabling security controls, including encryption or access restrictions. Any violation of these restrictions constitutes a material breach.
    2. Retention of Rights. Company reserves all Intellectual Property Rights in the Platform, Company’s Proprietary Materials, and any modifications, enhancements, or custom developments made for Customer, not expressly granted herein. Company may, at its discretion, add, delete, or modify Platform features, notifying Customer at least seven (7) days in advance, provided such changes do not materially reduce functionality or breach prior commitments. Customer acknowledges that the Company retains sole ownership of the Platform, including any custom developments, integrations, or configurations, unless otherwise agreed in a signed Order Form. Company may audit Customer’s compliance with this Section upon seven (7) days’ notice, with Customer providing reasonable access to records and systems to verify adherence.
    3. Reporting Violations. Customer shall maintain a compliance log documenting any known or suspected violations of this Section by Users, Clients, or third parties. Customer shall: (a) report violations to the Company within forty eight (48) hours, including details of the incident and affected components; (b) submit a remediation plan within seven(7) days, addressing root causes and preventive measures; and (c) take all reasonable steps requested by the Company to remedy or prevent future violations, including suspending or terminating offending Users or Clients. Failure to report or remediate violations constitutes a material breach.
    4. Usage Monitoring. Company may monitor Customer’s, Users’, and Clients’ usage of the Platform to ensure compliance with these Terms, including license limits, security requirements, and AUP. Monitoring may include tracking User IDs, API calls, AI Credit usage, and data volumes. Company shall provide Customer with quarterly usage reports, detailing compliance status and any anomalies. Customer shall cooperate with the Company in resolving any identified issues, including adjusting usage or purchasing additional licenses as needed. Monitoring data shall be treated as Confidential Information and used solely for Terms administration and compliance.
  6. SUBSCRIPTION FEES.
    1. Subscription Fees. Customer shall pay the Subscription Fees as specified in the Order Form, which are fixed for the Initial Term and subject to adjustment only upon renewal per Clause 6.4. Quantities purchased (e.g., Users, Clients, AI Credits) cannot be decreased during the Subscription Period. Customer may add Users, Clients, or AI Credits at the rates in Annexure A by submitting a new Order Form, with fees pro-rated for the remaining Subscription Period. Payment obligations are non-cancellable, and fees are non-refundable except as provided in Clause 14.3 (Termination for Company’s Material Breach). Company shall provide fourteen (14) days’ notice before adding new Users or Clients to invoices, allowing Customer to verify authorization.
    2. Invoices and Payment Dates. Company shall issue invoices annually in advance, as specified in Annexure A, with payment due within thirty (30) days to the Company’s designated bank account via bank transfer, cheque, or other mutually agreed method. Invoices shall include a breakdown of fees, taxes, and any overage charges. Customer shall notify the company of billing disputes within fourteen (14) days of invoice receipt, providing details of the disputed amount. Undisputed amounts shall be paid by the due date, and the Parties shall resolve disputes within thirty (30) days through good-faith negotiation. Company shall provide electronic copies of invoices to Customer’s designated billing contact, with hard copies available upon request.
    3. Non-Payment. If Customer fails to pay amounts due within thirty (30) days of invoice receipt, Company shall provide written notice of default, granting a seven (7) day cure period for the payment. If payment remains outstanding, Company may suspend Customer’s, Users’, or Clients’ access to the Platform until payment is received, with Company held harmless for resulting disruptions. Suspension shall not relieve Customer of payment obligations, and late payments shall incur a 2% per month interest charge (or the maximum permitted by law) until paid in full. Upon receipt of payment, Company shall reinstate access within two (2) business days, provided Customer complies with all other obligations.
    4. Revision in Subscription Fees. Company may adjust Subscription Fees at the start of a Renewal Term, providing Customer with sixty (60) days’ prior written notice. Fee increases shall be justified based on inflation, enhanced Platform features, or increased operational costs, with Company providing a written explanation upon request. Customer shall cooperate with Company’s annual usage reviews to verify User, Client, and AI Credit counts, conducted at least ninety (90) days before renewal. No fee adjustments shall be made for decreases below the minimum license quantity specified in Annexure A during the Subscription Period.
    5. Tax Liability. Subscription Fees exclude all applicable taxes, including Goods and Services Tax (GST) or other indirect taxes, which Customer shall pay unless a valid tax exemption certificate is provided to the Company within thirty (30) days of the Effective Date. Customer shall be responsible for all taxes imposed due to these Terms, except taxes on Company’s net income. Company shall include applicable taxes on invoices, and Customer shall remit tax payments directly to Company or the relevant tax authority, as required by law. Customer shall provide tax exemption documentation or updates promptly upon request.
    6. Reimbursement of Expenses. Out-of-pocket expenses incurred by Company (e.g., travel for onsite support) shall not be reimbursed unless pre-approved by Customer in a signed Order Form and supported by itemized receipts. Company shall submit expense claims within thirty (60) days of incurrence, and Customer shall reimburse approved expenses within thirty (30) days of receipt. Expenses not pre-approved or submitted timely shall be borne by Company.
    7. Refund Policy. Subscription Fees are Please note that we do not offer refunds on subscription fees. Once paid, the amount will be directly allocated towards the use and maintenance of our software services.
    8. Overage Charges. If Customer exceeds the usage limits specified in Annexure A (e.g., number of Clients, AI Credits), Company shall notify Customer and automatically invoice overage charges at the rates in Annexure A. Overage charges shall be pro-rated for the remaining Subscription Period and due within thirty (30) days of invoice receipt. Customer may request a detailed usage report to verify overage charges, which the Company shall provide within seven (7) days. Failure to pay overage charges shall be treated as non-payment under Section 6.3.
  7. GRANT OF RIGHTS, INTELLECTUAL PROPERTY.
    1. The Company grants to Customer the right to access and use the Platform during the Term solely for the internal business purposes of the Customer. Subject only to the foregoing, the Company retains all worldwide rights, title, and interest in and to the Services, Platform, cloud, equipment, network and methodologies, software and Intellectual Property Rights embodied therein or related thereto, whenever developed. Customer shall not and shall require that Client do not either directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from Platform, Services (including any related software, cloud, hardware, or information) unless explicitly authorized by the Company in writing.
    2. The Customer grants to the Company, its agents, suppliers, and subcontractors, the right to access and use, upload, reproduce, duplicate, format, store, distribute, display, and perform Customer Data and associated  reports/invoices/receipts/documents as necessary to provide the Services. Customer retains all rights, title, and interest in and to its Customer Data, subject to the rights granted to the Company as described above. However, nothing in these Terms shall grant the Customer any rights or ownership in any of the Company’s intellectual property or proprietary materials.
    3. Any improvements, modifications, or derivative works to the Services, made by the Customer or otherwise resulting from the Customer’s use of the Services, shall remain the sole and exclusive property of the Company, and the Customer shall assign any rights, title, or interest in such improvements to the Company, without any further action required. Customer shall not assign, sublicense, or transfer the rights granted to it under these Terms, except as expressly permitted herein.
  8. DATA.
    1. The Parties acknowledge and agree that (a) Company, its Affiliates and agents shall, by virtue of providing Services, come into possession of Customer Data including reports, invoices, receipts, documents, as part of providing the Services; (b) any processing of such data will occur exclusively at the direction and discretion of Customer, exercised through workflows or other agreed means and (c) the Company, its Affiliates and agents may use, process and, or transfer Customer Data, including transfers to entities in jurisdictions that may not provide the same statutory protections for personal data as required in Customer’s jurisdiction, (i) in connection with providing Services , and (ii) as applicable, to incorporate Customer Data into databases controlled by Company and its Affiliates for purpose including, but not limited to administration, provisioning, invoicing, and reconciliation, verification of Customer identity and solvency, maintenance, support, product development, fraud detection and prevention, sales, revenue and Customer analysis, reporting, marketing, and Customer use analysis. For clarity, “Customer Data” means information that relates to ESG (Environmental, Social, and Governance) data sources including IOT (Internet of Things) and other data elements captured automatically as required for the Services of a Customer.
    2. Use of De-identified Data. Customer grants the Company the right to use de-identified data collected or derived from Customer’s data (“De-identified Data”) for the purpose of improving the Platform, Services, developing new or conducting research, and performing analytics, and providing insights. De-identified Data shall not contain any Personally Identifiable Information (PII) or sensitive information that could be used to identify individuals or confidential business information. The Customer acknowledges that once data has been de-identified, it is no longer considered Customer Data and may be used by the Company for its own business purposes, including product and service development, industry insights, and reporting.
    3. Data Retention. The Company may retain De-identified Data for as long as necessary to fulfill the purposes outlined in these Terms unless otherwise specified by the Customer in writing. Customer Data (including any personal data) will be retained in accordance with applicable laws and regulations and only for the duration necessary to fulfill the Services or comply with legal obligations. The Company retains all ownership rights over any non-personal data generated from or related to the Customer’s use of the Services, including aggregated, anonymized, or otherwise processed data. Customer acknowledges that it has no rights, title, or interest in such data once it is de-identified.
    4. Data Processing. The Company processes personal data on behalf of the Customer as part of providing the Services, the Parties shall enter into a separate Data Processing Agreement (DPA) or addendum, as required by applicable data protection laws, such as the General Data Protection Regulation (GDPR) or other relevant privacy laws. This DPA will outline the terms of processing, including data security measures, data subject rights, and the scope of the processing. The Company will process personal data only in accordance with the Customer’s instructions and will take all necessary technical and organizational measures to ensure the confidentiality, integrity, and security of Customer Data.
    5. Indemnification. The Customer agrees to indemnify, defend, and hold harmless the Company, its Affiliates, agents, and subcontractors from any claims, losses, liabilities, damages, and expenses (including legal fees) arising out of or related to (a) the Customer’s provision of data under these Terms, (b) any breach of the Customer’s obligations under applicable data protection laws, or (c) any claims related to infringement of third-party rights. This indemnification obligation shall survive the termination of these Terms.
    6. Security Measures. The Company will implement reasonable and appropriate security measures to protect Customer Data against unauthorized access, disclosure, alteration, or destruction including encryption, access controls, and monitoring of data usage. The Company will ensure that all agents, subcontractors, and service providers who process Customer Data on behalf of the Company also adhere to these security measures.
    7. Audit and Compliance. Upon reasonable request, the Company will provide the Customer with information regarding its data processing practices, security measures, and compliance with applicable laws. The Customer agrees that it shall not have the right to audit or inspect the Company’s internal processes unless specifically required by law or in response to a regulatory inquiry. The Company will cooperate with the Customer to ensure compliance with data protection obligations, but any audit shall not unreasonably interfere with the Company’s business operations or reveal confidential business information.
    8. Survival. The obligations and rights of the Parties under this Data Protection Clause, including those relating to the retention, use, and protection of Customer Data, shall survive the termination or expiration of these Terms for as long as the Company retains any Customer Data. The Customer agrees that the Company may retain anonymized or De-identified data indefinitely.
  9. CONFIDENTIALITY.
    1. Definition of Confidential Information. For the purposes of these Terms, “Confidential Information” refers to all non-public, proprietary, or confidential information disclosed by the Company (the “Disclosing Party”) to the Customer (the “Receiving Party”), including but not limited to business plans, strategies, financial data, intellectual property, customer and supplier information, trade secrets, and any other information that is marked or otherwise identified as confidential at the time of disclosure.
    2. Confidentiality Obligations. During the term of the Order Form and for a period of three (3) years thereafter, the Receiving Party shall not use, copy, disclose, or otherwise make available any Confidential Information, except as expressly permitted in these Terms.
    3. Ownership of Confidential Information. All copies, notes, or extracts of Confidential Information remain the sole property of the Disclosing Party. The Receiving Party shall take all necessary precautions to protect the confidentiality of such information, using no less than the same degree of care as they would to protect their own confidential information.
    4. Permitted Disclosures. The Receiving Party may disclose Confidential Information only to employees, consultants, or contractors who have a need to know and have signed a confidentiality agreements at least as strict as these Terms. The Receiving Party may also disclose Confidential Information to its legal advisors or other consultants who are legally required to maintain confidentiality. The Receiving Party is also permitted to disclose Confidential Information if required by law, regulation, subpoena, or court order, provided that they follow the steps outlined below.
    5. Disclosure Due to Legal Requirement. In case of disclosure required by a legal requirement (such as a subpoena or court order), the Receiving Party must:
      1. Provide reasonable prior notice to the Disclosing Party (unless prohibited by law), giving the Disclosing Party an opportunity to contest the disclosure;
      2. Cooperate with the Disclosing Party to comply with any applicable protective orders or equivalent;
      3. Only disclose Confidential Information to the extent necessary to comply with the legal requirement.
    6. Notification of Unauthorized Use or Disclosure. The Receiving Party must notify the Disclosing Party immediately upon discovering any unauthorized use or disclosure of Confidential Information. The Receiving Party shall cooperate with the Disclosing Party to take appropriate action to prevent further unauthorized use or disclosure.
    7. No Implied Access. The Receiving Party shall not be deemed to have received or accessed the Confidential Information merely because they are providing services to the Disclosing Party, unless such information is explicitly disclosed to them in connection with those services.
    8. Injunctive Relief. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information will cause irreparable harm to the Disclosing Party and that monetary damages may be insufficient to remedy the harm. Therefore, the Disclosing Party is entitled to seek injunctive relief to prevent any violation or threatened violation of this Clause, without the need to post a bond, in addition to any other legal or equitable remedies available.
  10. REPRESENTATIONS AND WARRANTIES.
    1. Each Party represents and warrants that: (a) it possesses the full right, power and authority to enter into and fully perform these Terms and grant the rights granted herein; (b) it has obtained and shall comply with, and make any necessary payments due in connection with, all required authorizations, approvals, licenses or permits from all third Parties, government authorities or otherwise in order for it to enter into and perform its obligations herein; (c) it is not bound by any contractual or other legal obligation that would prevent it from entering into or performing its obligations herein; (d) the execution, delivery and performance of these Terms has been duly authorized by all necessary corporate action; and (e) it shall comply with all applicable laws, rules and regulations in its performance hereunder.
    2. The Customer represents and warrants that it has obtained and will maintain all necessary and legally required consents, permissions, and authorizations for the use, processing, and transfer of Customer Data provided to the Company, including any necessary consent from Client, in compliance with applicable laws and regulations (including data protection laws). The Customer further warrants that such data is provided to the Company in a lawful manner and does not violate any third-party rights.
    3. Customer represents and warrants that (a) none of its known Client are (i) designated on any U.S. Government or other governmental list of restricted parties, including the List of Specially Designated Nationals and Blocked Persons administered by the Office of Foreign Asset Controls (OFAC) at the U.S. Department of the Treasury, or (ii) otherwise prohibited from using or accessing the Services by any applicable laws, including but not limited to U.S. or other international sanctions laws; (b) none of the Customer’s known Client are located in, or otherwise ordinarily resident in, any country or territory that is subject to U.S. or other government sanctions or embargoes, where the provision of Services is prohibited; (c) it shall not, directly or indirectly, use the Services or make the Services available to any individual, entity, or government that is subject to sanctions or restrictions under any applicable laws or regulations; and (d) it shall comply with all applicable export control laws and regulations and not use the Services for any illegal or prohibited activities.
    4. In the event of a breach of any of the above representations and warranties by the Customer, the Company reserves the right, at its sole discretion, to immediately terminate or suspend these Terms, suspend access to the Platform/Services, and/or take any other necessary actions to protect its interests, including seeking legal remedies, without any liability or obligation to the Customer.
    5. The Customer agrees to indemnify, defend, and hold harmless the Company, its Affiliates, agents, and service providers, from any and all claims, liabilities, losses, damages, expenses (including reasonable legal fees), and costs arising from or related to the Customer’s breach of any of the above representations and warranties, including any third-party claims of data misuse, violation of export controls or sanctions, or other legal violations.
  11. DISCLAIMER.
    1. THE SERVICES ARE PROVIDED BY THE COMPANY “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL SUCH WARRANTIES, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
    2. THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES, DEFECTS, OR OTHER HARMFUL COMPONENTS. THE CUSTOMER AGREES TO USE THE PLATFORM/ SERVICES AT THEIR OWN RISK.
  12. LIMITATION OF LIABILITY.
    1. NOTWITHSTANDING ANYTIHNG TO THE CONTRARY CONTAINED ELSEWHERE IN THESe TERMS EITHER Party SHALL be liable TO THE OTHER PARTY for indirect, COLLATERAL, SPECIAL, CONSEQUENTIAL, PUNITIVE or EXEMPLARY damages OF ANY KIND, including lost REVENUES, PROFITS OR GOODWILL, LOST OR DAMAGED Customer DATA, LOST CUSTOMERS, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES, however, caused and REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT SUCH PARTY KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY of such damages AND WHETHER or not THE REMEDIES PROVIDED FOR HEREIN FAIL OF THEIR ESSENTIAL PURPOSE, or WHETHER FORESEEABLE OR NOT, ARISING FROM THE PERFORMANCE OR NONPERFORMANCE OF THESE TERMS, OR ANY ACTS OR OMISSIONS ASSOCIATED THEREWITH OR RELATED TO COMPANY SYSTEMS, NETWORKS, COMPONENTS OR PROCESSES, ANY COMPANY SERVICES, EQUIPMENT, SOFTWARE OR DOCUMENTATION. COMPANY shall have no liability for DATA THEFT, Denial of Service ATTACKS or other MALICIOUS ACTS BY THIRD PARTIES. COMPANY’s AGGREGATE liability for any and all causes of actions, claims and damages in connection with thESE Terms is limited to the lesser of (1) direct damages proven by Customer or (2) the amount OF FEES OR CHARGES PAID by Customer to COMPANY DURING the SIX (6) monthS PERIOD BEFORE the date on which ANY claim arose.
  13. INDEMNIFICATION.
    1. Insurance. Each Party shall maintain adequate insurance protection covering its respective activities hereunder, including coverage for statutory worker’s compensation, comprehensive general liability for bodily injury and tangible property damage, as well as adequate coverage for vehicles.
    2. Indemnification. Customer shall, at its cost, defend, indemnify and hold harmless Company and its officers, directors, employees, agents and permitted successors and assigns (each a “Company Indemnitee”) through final judgment or settlement, from and against any third-Party claim, action, suit, proceeding, judgments, settlements, losses, damages, expenses (including reasonable legal fees and expenses) and costs (including allocable costs of in-house counsel) (“Claim”) brought against a Company Indemnitee arising out of or based upon (a) bodily injury, death or loss of or damage to real or tangible personal property to the extent that such Claims were alleged to have been proximately caused by any negligent act, omission or willful misconduct of Customer, its agents or employees, (b) operation or use of Customer Data (c) unauthorized use of or access to the Platform/ Services by Customer, (d) Company’s compliance with Customer specifications, (e) a combination or modification of the Services or Company Platform/Services by or on behalf of Customer by anyone other than Company or its authorized agents, or (f) use of other than the then-current, unaltered release of any Company provided software used in the Platform/ Service.
    3. Indemnification Process. The Company Indemnitee shall (a) promptly provide notice to Customer of any Claim for which indemnity is claimed (provided, that, any delay in providing notice shall not relieve Customer of its obligations hereunder, except to the extent that Customer is materially prejudiced by such delay), (b) Customer shall have the right to control the defence of the Claim, subject to the Company Indemnitee’s right to participate fully in the defence at its own cost. If Customer fails to defend the Claim within a reasonable period after notice, the Company Indemnitee may assume the defence of the Claim at Customer’s cost (c) Customer may not consent to the entry of any judgment or settlement that imposes liability or obligations on the Company Indemnitee without obtaining the Company Indemnitee’s prior written consent. Consent will not be unreasonably withheld, except where the settlement involves cessation of infringing activity, confidential treatment, or payment that Customer indemnifies under these Terms.
    4. Remedies in the Event of Infringement of Intellectual Property Rights. In the event any portion of the Platform/Services is held or believed by Company to infringe the Intellectual Property Rights of any third party (such portion to be deemed the “Infringing Materials), the Company shall, at its sole expense and at its option (a) obtain from such third party the right for Customer to continue to use the Infringing Materials; (b) modify the Infringing Materials to avoid and eliminate such infringement; (c) upon mutual agreement with Customer, remove and disable the Infringing Materials; or (d) if none of the foregoing remedies is commercially feasible, terminate these Terms. This Clause 13.4 contains Customer’s sole and exclusive remedy and Company’s entire liability (except as provided by Clause 13.2) for infringement or alleged infringement of third-party intellectual property rights. Notwithstanding the foregoing, the Company shall not be liable for infringement caused by the combination of the Platform/Services with materials or services not provided by the Company or any modification of the Platform/Services by Customer without the Company’s written consent.
  14. VALIDITY PERIOD AND TERMINATION.
    1. Validity Period. These Terms shall be valid during the Subscription Period and shall automatically renew for subsequent Subscription Periods unless either Party provides written notice of its election not to renew these Terms at least thirty (30) days prior to end of the then-current Subscription Period or otherwise terminates this Terms pursuant to the terms of these Terms. Demand Form will not raise the rates under these Terms in any renewal term over the prior term unless Demand Form provides written notice of the price increase to Customer at least forty-five (45) days in advance of the expiration of the then-current term (and, if no such notice is provided, the rates in the applicable renewal term will be the same as the prior term).
    2. Termination upon Notice. Subject to Clause 14.6 (Lock-In Period), Customer may terminate these Terms for convenience after the Initial Term by providing sixty (60) days’ prior written notice to Vishwa Carbon. During the lock-in period, termination for convenience is not permitted, and Customer shall remain liable for all Subscription Fees for the remaining lock-in term, as specified in Annexure A. Upon termination for convenience, all prepayments are non-refundable, and Customer shall pay any outstanding charges per Annexure A within thirty (30) days of termination. Company may terminate for convenience with ninety (90) days’ prior written notice, provided Customer is offered a pro-rata refund for the unused portion of the Subscription Period, less any applicable discounts or credits.
    3. Termination for Material Breach. Either Party may terminate these Terms for a material breach by the other Party, provided the breaching Party fails to cure the breach within thirty (30) days of receiving written notice specifying the breach. For purposes of these Terms, “material breach” includes, but is not limited to: (a) Customer’s failure to pay Subscription Fees or other amounts due; (b) Customer’s or Client’s unauthorized use of the Platform or violation of the Acceptable Use Policy; (c) Company’s failure to meet the 98% uptime SLA for 3 consecutive months, as specified in Annexure B; (d) breach of confidentiality obligations under Clause 9; or (e) failure to comply with data protection obligations under Sections 2.11 or 3.7. Company may suspend Customer’s or any Client’s access to the Platform immediately upon written notice if Customer’s use poses a security risk, risks damaging systems or data, or violates these Terms. Suspension shall not relieve Customer of payment obligations. If the issue is resolved within fifteen (15) days, Company shall reinstate access; otherwise, Company may terminate these Terms. Upon termination for Customer’s breach, all fees for the remaining Subscription Period are due immediately and non-refundable. Upon termination for Company’s breach, Customer shall receive a pro-rata refund for the unused portion of the Subscription Period.
    4. Termination for Insolvency. Either Party shall be in default hereof if it becomes insolvent, makes an assignment for the benefit of its creditors, a receiver is appointed or a petition in bankruptcy is filed with respect to the Party and is not challenged within sixty (60) days of notice thereof.
    5. Procedures upon Termination. Upon termination or expiration of these Terms for any reason: (a) Company shall disable Customer’s, Users, and Clients’ access to the Platform within five (5) days, except as provided in Clause 14.7; (b) Customer shall pay all outstanding amounts due, including Subscription Fees for the remaining lock-in term (if applicable), within thirty (30) days of termination; (c) Each Party shall, within fifteen (14) days, return or certify destruction of the other Party’s Confidential Information, including Customer Data (subject to Section 14.7) and Company’s Proprietary Materials, in a manner verifiable upon request. The non-breaching Party may audit compliance with this obligation upon seven (7) days’ notice; (d) Company shall provide Customer a thirty (30) day period from the termination date (the “Data Retrieval Period”) to export Customer Data using standard Platform tools, subject to Customer’s compliance with payment obligations. Data not retrieved within this period may be deleted, with Company held harmless; (e) Any use of Customer Data post-termination shall comply with Clause 8.2 (Use of De-identified Data), ensuring Sensitive Information is redacted.
    6. Lock-In Period. The Customer agrees to a lock-in period of 1 year (“Lock-In Period“) starting from the Contract Start Date mentioned in Order Form. During this Lock-In Period, the Customer cannot terminate these Terms for convenience and will be bound by the terms and conditions of these Terms for the entire duration of the Lock-In Period.
      1. The Customer may not terminate these Terms prior to the expiry of the Lock-In Period unless:
        1. There is a material breach by the Company, which remains uncured for thirty (30) days following written notice by the Customer specifying the breach.
        2. Company undergoes insolvency, bankruptcy, or is unable to perform its obligations under these Terms
    7. Effect of Termination. Upon termination or expiration: (a) All licenses granted to Customer under Section 2.1 shall immediately cease, and Customer shall discontinue all use of the Platform, except for data retrieval as permitted in Section 14.5; (b) Customer’s payment obligations for the Subscription Period, including the Lock-In Period, survive termination, except in cases of Company’s material breach; (c) Clause 5 (License to Use the Services), Clause 7 (Grant of Rights, Intellectual Property), Clause 8 (Data), 9 (Confidentiality), Clause 12 (Limitation of Liability), Clause 13 (Insurance; Indemnity), Clause 14 (Validity Period and Termination), and Clause 16 (Miscellaneous) shall survive termination, along with any other provisions that by their nature should survive; (d) Company shall have no obligation to store or provide access to Customer Data after the Data Retrieval Period, except as required by applicable law.
  15. PUBLICITY.
    1. The Company shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to these Terms or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship.
  16. MISCELLANEOUS.
    1. Non-Solicitation. During the term of these Terms and for a period of two (2) years following its termination or expiration, the Customer agrees not to, and shall ensure that its Affiliates do not, directly or indirectly, solicit or recruit for employment any person who is employed by the Company to provide Services. This restriction does not apply to employment initiated through indirect solicitation, such as general job advertisements in newspapers or online job postings that are not specifically targeted at the Company’s employees.
    2. Non-Compete. For a period of two (2) years following the termination or expiration of these Terms, the Customer acknowledges and agrees that the Services provided under these Terms are exclusively for the Company. During this period, the Customer shall not use the Services, directly or indirectly, for their own benefit or for any other entity. Additionally, the Customer agrees not to engage in, or offer services that compete with, the Company’s business or Services. This commitment is intended to remain in effect for the specified duration, ensuring the protection of the Company’s interests.
    3. Notices. Any notices to be given hereunder to any other Party, including any notice of a change of address, shall be in writing and shall be deemed validly given if (a) delivered personally, (b) sent by overnight or second day express delivery service, (c) sent by registered or certified mail, postage prepaid, return receipt requested, or (d) sent by confirmed facsimile, as follows:If to Company:Vishwa Carbon Pvt. Ltd.
      Second Floor, Sai Hira, Mundhwa,
      Pune, Maharashtra 411036, India
      Attention: _________________

      If to Customer:
      __________________________
      __________________________
      __________________________
      Attention: _______________

      Either Party may change its contact information upon notice to the other Party. For clarity, if a notice is not received because the receiving Party has failed to notify the other Party per the preceding sentence or because receipt is refused, such notice nonetheless shall be deemed to have been conclusively made seven days after delivery was reasonably initiated.

    4. Force Majeure. Neither Party shall be liable to the other Party for any delay or failure of performance of its respective obligations hereunder caused due to any reason beyond the reasonable control of such Party, including but not limited to, fire, floods, acts of God, act of public enemy, wars, insurrections, riots, sabotage, cyber-attacks, any law, ordinance, order, actions or regulations of government, etc. The Party prevented from performing its obligations shall, within ten (10) days, notify the other Party of the commencement and cessation of the occurrence of such event or situation. If such an event or situation continues for a period of at least thirty (30) days, then, the other party may immediately terminate these Terms.
    5. Governing Law & Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. Any dispute, claim, or controversy arising out of or in connection with these Terms (a “Dispute“) shall be subject to the exclusive jurisdiction of the courts located in Pune, India. Each Party hereby consents to the jurisdiction of such courts and waives any objection to venue or jurisdiction. In the event of a Dispute, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the dispute.
    6. Relationship of Parties. The Parties are independent contractors and agree that these Terms does not establish a partnership, association, joint venture or agency relationship or other co-operative entity between the Parties.
    7. Waiver, Amendments. No failure or delay by either Party to exercise or enforce any right herein shall operate as a waiver of any such right. These Terms may be amended only by a writing signed by an authorized representative of Company and an authorized representative of Customer.
    8. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable or contrary to law, such holding shall not render these Terms unenforceable or contrary to law as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such provisions within the limits of applicable law.
    9. Assignment. Neither Party may assign these Terms without the other Party’s express prior consent except that Company may freely assign its rights and obligations under these Terms, in whole or in part, (a) to a parent or Affiliate or (b) in connection with a Change of Control. These Terms shall be binding upon and inure to the benefit of all permitted successors and assigns. Any assignment in contravention of this Clause 16.9 is null and void.
    10. Subcontracting. Company may subcontract Services, ensuring subcontractors comply with these Terms. Company remains liable for subcontractors’ performance and acts.
    11. Sub-licensing. Customer shall not sub-license the Platform to any third party, including subsidiaries or affiliates, without Company’s consent. Unauthorized access incurs license fees from the first Order Form date and damages for breach.
    12. Survival. The Parties’ rights and obligations set forth in Clause 6.2 (Invoice and Payment Dates), 7 (Grant of Rights, Intellectual Property), 8 (Data), 9 (Confidentiality), 11 (Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), and 16 (Miscellaneous) shall survive termination or expiration of these Terms.
    13. Entire Agreement. These Terms, the Order Form, and any referenced AUP, DPA, or annexures constitute the entire agreement, superseding all prior or contemporaneous agreements, whether written or oral.
    14. Remedies. Unless otherwise provided for in these Terms, to the extent permitted by applicable law, the Parties rights and remedies provided herein are cumulative and in addition to any other rights and remedies at law or equity.
    15. Construction. Descriptive headings in these Terms are for convenience only and shall not affect the construction of these Terms. The terms “include,” “including” or “e.g.,” mean “include, without limitation”. The term “day” means calendar day unless otherwise indicated. Terms with well-known technical or industry meanings are so construed. Each Party and its counsel have fully reviewed and contributed to this Terms. Any rule of construction that ambiguities are resolved against the drafting Party shall not apply in interpreting these Terms.

ANNEXURE A

MAINTENANCE, SUPPORT, AND SERVICE LEVEL TERMS
  1. Maintenance and Support Services
    1. During the Subscription Period, Company shall provide the following maintenance and support services during normal working hours (9:00 AM to 6:00 PM IST, Monday to Friday, excluding holidays) at no additional charge:
      1. Definitions:
        1. “Enhancement” means any modifications or additions that change the Platform’s utility, efficiency, or functionality.
        2. “Error” means any failure of the Platform to conform to Documentation, excluding errors from Customer’s or Client’s misuse, alteration, or use with incompatible systems.
        3. “Error Correction” means any modifications, additions, or procedures to restore conformity to Specifications.
        4. “Releases” means any new versions of the Platform, including Error Corrections and Enhancements.
        5. “Third Party Products” means any products used with the Platform not licensed by Company.
      2. Support Process:
        1. Users or Clients may report Errors via a web-based ticketing system (if available) or on email support@bharatcarbon.earth
        2. Company shall respond within 24 hours and provide unlimited support via email or ticketing system.
        3. Onsite support, implementation, or integrations are charged separately per mutual Terms.
      3. Error Correction:
        1. Company shall verify and correct reproducible Errors promptly, agreeing on severity and resolution times with Customer.
        2. Support applies only to the most recent Platform Release.
      4. Third Party Products:
        1. Customer is responsible for primary support of Third-Party Products. Company shall assist in diagnosing issues but is not liable for Third Party Product errors.
      5. Additional Services:
        1. Services like data conversion or customizations are subject to Company’s standard rates and a separate Statement of Work.
      6. Service Levels and Availability:
        1. Regular Support: 12×5 during normal working hours.
        2. Premium Support: 12×7 for critical (S1) issues.
        3. Availability: The Platform shall be available 98% of the time monthly (24/7, Monday to Friday IST), excluding scheduled maintenance or third-party issues.
      7. Resolution Matrix and SLAs
        Issue Type SLA (Response Time) TAT (Resolution Time)
        S1 15 Mins 8 Hours (Regular) / 6 Hours (Premium)
        S2 20 Mins 18 Hours (Regular) / 12 Hours (Premium)
        S3 30 Mins 24 Hours (Regular) / 18 Hours (Premium)
        1. Issue Classification:
            • S1: Issues blocking the usage of Company.
            • S2: Issues affecting multiple modules across the organization.
            • S3: Specific module errors not impacting overall usage.
      8. Service Level Credits:
        1. If the 98% uptime SLA is not met, Customer receives a service credit of one day License Fee for each downtime.
        2. Credits must be requested within thirty (30) days and applied to the next invoice or refunded.
      9. Monitoring and Management:
        1. Company shall proactively monitor Platform functions, servers, firewalls, and security components, taking remedial measures to ensure availability.

ANNEXURE B

AI CAPABILITIES AND SERVICES
  1. Introduction
    1. The Platform includes AI-driven features for automated data analysis, predictive modelling, and ESG reporting, subject to these Terms.
  2. AI Credits
    1. The Base License includes 500 AI Credits/month for Client use, with unused credits expiring monthly.
    2. Additional AI Credits may be purchased at INR 6000 for 1000 AI Credits, valid for 12 months or until consumed.
    3. Usage is monitored via the Platform’s dashboard, with monthly reports provided.
  3. Terms of Use
    1. AI Credits are non-transferable, non-redeemable for cash, and limited to AI feature access.
    2. Company may modify AI features, notifying Customers of significant changes.

ANNEXURE C

ONBOARDING AND TRAINING
  1. Standard Plan
    1. Onboarding: One-day accelerated onboarding (on-site at Customer premises or remote) to guide Users through Platform features, boundary setting, data-source mapping, and initial configuration.
    2. Training: One-time training during onboarding, with annual refresher sessions on-demand (refresher/extra training is chargeable as an Add-On).
    3. In-App Help: Access to embedded help content; email/phone support and secure data storage provided during the project term.
    4. Renewal Conversation: Structured discussion with Customer Success at close-out to confirm outcomes and define the Phase-2 roadmap.
    5. Business Review: Focus on adoption and ROI, informed by Value Assurance and Cost–Benefit analysis deliverables.
  2. Add-Ons
    1. Custom LMS content for self-hosted or Company’s LMS (scope and fees to be mutually agreed).
    2. In-person training at INR At-actuals/day plus travel and stay (economy-class flight + hotel stay).
  3. Scope
    1. Scope Services not listed are provided at additional cost based on Customer requirements.

Tell us more about your challenges

So we can craft the right solutions to support your sustainability goals, optimize your ESG performance, and help you achieve measurable impact.

Scroll to Top