Terms and Conditions

The website at waluebiz.frappe.cloud (the "Website") and the Walue products and services described on it are owned and operated by ZIBMOC Business Solutions Private Limited, a private limited company incorporated under the Companies Act, 2013 on 2 August 2024, having Corporate Identity Number (CIN) U62099KA2024PTC191606, registered with the Registrar of Companies, Bangalore, and having its registered office at No. 4, 3rd Cross, 1st Main, Manjunath Layout, Yellukunte, Bommanahalli, Bengaluru – 560068, Karnataka, India ("ZIBMOC", "we", "us" or "our").

"Walue" is a brand and product name of ZIBMOC. All contracts formed under these Terms are with ZIBMOC Business Solutions Private Limited as the contracting entity.

Our registration particulars are: GSTIN 29AACCZ4465H1ZW; PAN AACCZ4465H; DPIIT Startup Recognition Number DIPP241483; D-U-N-S Number 756097602; Udyam Registration Number UDYAM-KR-03-0441795 (registered as a micro enterprise under the Micro, Small and Medium Enterprises Development Act, 2006).

Customer care: info.zibmoc@walue.biz | +91 91870 79385, available 09:00 hrs to 18:00 hrs IST, Monday to Friday, excluding public holidays in Bengaluru, Karnataka.

Grievance Officer: Chinmay Bhat, Grievance Officer, info.zibmoc@walue.biz. Full details and the complaint procedure are set out in Section 24.

These Terms should be read together with our Privacy Policy published at waluebiz.frappe.cloud/privacy-policy, and with the refund and cancellation provisions in Section 11 and the delivery provisions in Section 12, all of which form part of these Terms. Where the Privacy Policy and these Terms deal with the same subject matter, the Privacy Policy prevails in relation to the handling of personal data.

Headings are for convenience only and do not affect interpretation. References to a statute include that statute as amended, re-enacted or replaced from time to time. "Including" means "including without limitation". The singular includes the plural and vice versa. A "day" means a calendar day and a "business day" means a day other than a Saturday, Sunday or public holiday in Bengaluru, Karnataka.

By accessing the Website, creating an account, signing or confirming an Order Form or Statement of Work, making a payment, or using any Service, you agree to be bound by these Terms. If you do not agree, you must not use the Website or the Services.

These Terms constitute an electronic record within the meaning of the Information Technology Act, 2000 and the rules made under it. They are generated by a computer system and do not require any physical or digital signature to be valid and binding. Acceptance by electronic means, including by clicking an acceptance control, confirming by email or making payment, is valid and enforceable.

Business use only. The Services are offered exclusively to businesses, professional firms and other organisations for use in the course of their trade, business or profession. They are not offered for personal, household or domestic use. By accepting these Terms you confirm that you are availing the Services for a commercial purpose and not as a consumer.

If you are accepting these Terms on behalf of an organisation, you represent and warrant that you are duly authorised to bind that organisation, and references to "you" and "Customer" mean that organisation.

You must be at least 18 years of age and legally competent to contract under the Indian Contract Act, 1872.

We may decline to provide, or may discontinue providing, the Services to any person at our discretion, including where we reasonably believe that doing so would breach applicable law or expose us or the Hosting Provider to material risk.

We offer the following categories of Services. The Services purchased by a particular Customer, and their precise scope, are those set out in the applicable Order Form or Statement of Work.

Implementation Services. Discovery and scoping, business process mapping, configuration of ERPNext and related Frappe applications, data migration, report and print-format setup, integration setup, user training, go-live support and post-go-live hypercare, in each case as specified in the Statement of Work.

Subscription Services. Provision of access to a hosted Walue or ERPNext instance deployed and administered by us on the Hosting Provider’s platform, on a recurring subscription basis, together with the administrative services described in the Order Form.

Support and AMC Services. Post-implementation support and annual maintenance, including issue triage, defect resolution, configuration changes within the agreed envelope, version updates and advisory support, at the service levels and within the inclusions and exclusions set out in the Order Form or AMC schedule.

Custom Development Services. Design, development, testing and deployment of Custom Applications, custom DocTypes, scripts, integrations and other bespoke software built specifically for the Customer under a Statement of Work.

Descriptions of the Services on the Website, in brochures, in demonstrations and in marketing material are indicative only, are intended to give a general impression, and do not form part of the Agreement. Only the Order Form and Statement of Work define what we are obliged to deliver.

We may improve, modify or discontinue individual features of the Services. Where a change would materially reduce the functionality of a Subscription Service that the Customer is then paying for, we will give at least thirty (30) days’ prior written notice, and the Customer may terminate the affected Subscription Service with effect from the date the change takes effect.

The Agreement between us consists of these Terms, the applicable Order Form or Statement of Work, any Data Processing Addendum executed between the parties, and the policies referred to in clause 1.6.

If there is any conflict or inconsistency between those documents, the following order of precedence applies, with the earlier prevailing over the later: (a) a Data Processing Addendum executed by both parties; (b) a Statement of Work or Order Form signed or confirmed in writing by both parties; (c) these Terms; (d) the policies referred to in clause 1.6; (e) any other document.

No purchase order, vendor onboarding form, standard terms of the Customer, or similar document issued by the Customer will vary these Terms, whether or not we acknowledge or act on it, unless we expressly agree to the variation in writing with specific reference to the clause being varied.

The Statement of Work records the agreed scope. Each item within it is classified as delivered out of the box, by configuration, by customisation, or as a service, together with the associated effort. Anything not expressly listed in the Statement of Work is out of scope.

The Statement of Work also records the assumptions and Customer dependencies on which our effort estimates and timelines are based. Where an assumption proves incorrect or a dependency is not met, the affected timelines and fees may require adjustment under clause 6.3.

Change control. Any addition to or variation of the agreed scope must be recorded in a written change request specifying the change, its effect on effort, fees and timelines. No work on a change request will begin, and no charge will arise, until the Customer has approved it in writing.

Where the Customer requests a change and does not approve the corresponding change request, we will continue to perform the original scope and are not obliged to accommodate the change.

Effort estimates expressed as ranges are estimates and not fixed-price commitments unless the Order Form expressly states that a fee is fixed. Where a fee is stated to be fixed, it is fixed against the scope recorded in the Statement of Work and no other.

Where a go-live date or delivery date is stated in the Statement of Work, it is given on the basis of the assumptions and Customer dependencies recorded there. Delay caused by the Customer, by a third party under the Customer’s control, or by an event described in Section 22, extends the affected dates by a corresponding period and may attract additional charges for the resulting standby or re-mobilisation effort.

The Customer will nominate a project owner with authority to give instructions, approve deliverables and take decisions on its behalf, and will notify us in writing of any change in that nomination.

The Customer will provide, in the agreed format and within the agreed timelines, all data, documents, information, master records, access credentials, approvals, decisions and personnel required for us to perform the Services.

Accuracy of data. The Customer is solely responsible for the accuracy, completeness, legality and quality of all data it supplies for migration or entry, including opening balances, ledgers, stock quantities, item masters and party masters. We will perform the reconciliation and validation steps recorded in the Statement of Work, but we do not independently verify the correctness of the Customer’s source data.

The Customer will make its users available for training and for user acceptance testing at the times agreed, and will procure that its accountants, auditors, tax advisers and other professional advisers participate to the extent the Statement of Work requires.

Acceptance. Deliverables submitted for acceptance are deemed accepted if the Customer does not give written notice of a material non-conformity within 30 business days of submission, or if the Customer uses the Deliverable in live operations, whichever is earlier.

The Customer is responsible for the security of its own network and devices, for the issue, management and withdrawal of User credentials and roles, for enabling two-factor authentication where available, and for notifying us without delay of any suspected compromise of credentials or unauthorised access.

The Customer will not permit any person other than a User to access the Services, and is responsible for the acts and omissions of its Users as if they were its own.

Hosting. Subscription Services are deployed on the Hosting Provider’s platform. The Hosting Provider is responsible for the underlying infrastructure, platform availability, platform-level backups and platform security, in each case on the terms it publishes. We configure, deploy and administer the Customer’s instance on that platform; we do not own or operate the infrastructure.

We will pass on to the Customer the benefit of any service credit, remedy or refund that we actually receive from the Hosting Provider in respect of the Customer’s instance. Beyond that, we are not liable for outages, degradation, data loss or other failures originating in the Hosting Provider’s platform, save to the extent caused by our own negligence or breach.

Open-source software. The Services are built on open-source software that we do not own. The Frappe Framework is licensed under the MIT Licence. ERPNext is licensed under the GNU General Public License version 3 (GPL-3.0). Other open-source components are licensed under their respective licences. The Customer receives that software under those licences directly, and nothing in these Terms grants the Customer any greater or lesser rights in it than those licences confer, or purports to restrict any right the Customer has under them.

We make no representation or warranty in respect of the Underlying Software, its roadmap, its continued availability, or the acts or omissions of its authors or maintainers.

Third-party integrations. Where the Services connect to third-party systems — including the GST Network and Invoice Registration Portal, e-way bill systems, banks, payment gateways, messaging platforms, email providers and accounting software — those systems are operated by third parties on their own terms and are subject to their own availability. We are not responsible for their downtime, changes to their interfaces, rejections, or charges they levy. Where a government portal or third-party interface is unavailable, the Customer remains responsible for meeting its own statutory deadlines by such alternative means as the relevant authority permits.

A current list of the sub-processors and third-party providers used in the delivery of the Subscription Services is available on written request.

The fees for the Services, the currency, the billing frequency and the payment terms are those set out in the applicable Order Form.

Taxes. All fees are exclusive of Goods and Services Tax and of any other tax, duty, cess, levy or statutory charge, all of which will be charged additionally at the rate prevailing on the date of supply and are payable by the Customer. Software implementation, support, hosting and development services currently attract GST at 18%.

The Customer will furnish its correct GSTIN, legal name, registered address and place of supply before the first invoice is raised, and will notify us promptly of any change. We are not responsible for any loss of input tax credit or other consequence arising from incorrect, incomplete or belated particulars furnished by the Customer.

Invoice itemisation. Where an engagement covers more than one category of Service, our invoices will separately identify the fees attributable to each category, together with the applicable Service Accounting Code, so that the Customer can determine the correct rate of tax deduction at source for each line.

Tax deducted at source. The Customer may deduct tax at source at the rate prescribed by law. Fees are treated as satisfied to the extent that tax so deducted is actually deposited with the Government and reflected against our PAN. The Customer will furnish Form 16A within the statutory timeline. If the Customer deducts tax but fails to deposit it or to furnish the certificate, the Customer will reimburse us the resulting shortfall, together with any interest or penalty we incur, within fifteen (15) days of demand.

Export of services. Where the Customer is located outside India and the supply qualifies as an export of services under section 2(6) of the Integrated Goods and Services Tax Act, 2017, the supply will be zero-rated. The Customer confirms that it is not an establishment of a distinct person in relation to us and will make payment in convertible foreign exchange, or in Indian rupees where permitted by the Reserve Bank of India. If the supply is subsequently held not to qualify as an export, the Customer will pay the tax, interest and penalty that becomes payable.

Micro and small enterprise status. ZIBMOC is registered under the Micro, Small and Medium Enterprises Development Act, 2006 as a micro enterprise under Udyam Registration Number UDYAM-KR-03-0441795. The Customer’s attention is drawn to section 15 of that Act (payment within the period agreed in writing, not exceeding forty-five days from acceptance, and failing written agreement within fifteen days), to section 16 (interest at three times the bank rate notified by the Reserve Bank of India, compounded monthly, on amounts paid late), and to the corresponding disallowance provisions of Indian income-tax law in respect of amounts remaining unpaid to micro and small enterprises.

Late payment. Without prejudice to clause 9.7, we may charge interest on any overdue amount at 1.5% per month (18% per annum), simple interest, from the due date until payment, and may recover the reasonable costs of collection.

Disputed invoices. The Customer must notify us in writing of any bona fide dispute in respect of an invoice within 7 business days of receipt, giving reasons. The Customer will pay all undisputed amounts by the due date. The parties will use reasonable efforts to resolve the disputed portion promptly.

Suspension. If any undisputed amount remains unpaid for more than 30 days after the due date, we may, on seven (7) days’ prior written notice, suspend the Services in whole or in part until payment is received. Suspension does not relieve the Customer of its obligation to pay fees for the period of suspension, and does not extend the subscription term.

Third-party charges. Hosting charges, third-party application or marketplace charges, payment gateway charges, government portal charges and similar amounts are payable by the Customer, either directly to the provider or, where we procure them on the Customer’s behalf, as a pass-through on our invoice. Where the provider changes its prices, the change applies from the date the provider gives it effect.

Change in law. If a new tax, levy or statutory charge is introduced, or an existing rate changes, the change will be passed through to the Customer with effect from the date it takes effect.

Price revision. We may revise subscription and AMC fees with effect from the start of a renewal term on at least thirty (30) days’ prior written notice. If the Customer does not accept the revision, it may decline renewal in accordance with Section 10.

Each Subscription Service runs for the initial term stated in the Order Form and renews automatically for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Cancellation takes effect at the end of the billing period in which notice is given. The Services remain available, and fees remain payable, until that date.

The Customer may cancel a Subscription Service at any time by written notice to info.zibmoc@walue.biz from an authorised contact, or through such self-service mechanism as we make available.

Implementation Services and Custom Development Services are engagement-based and are governed by the termination provisions of the applicable Statement of Work and by Section 21.

Fees are non-refundable. Subscription and AMC fees are charged in advance for the billing period and are not refundable in whole or in part, including where the Customer cancels mid-period, reduces usage, or ceases to use the Services. No pro-rata credit is given for an unused portion of a period.

Fees for Implementation Services and Custom Development Services are earned as the work is performed. Amounts invoiced against milestones that have been delivered or accepted, and amounts invoiced for time actually spent, are non-refundable.

Mobilisation advances and onboarding fees are non-refundable once work has commenced.

Charges levied by third parties, including the Hosting Provider, marketplace application vendors and payment gateways, are not refundable by us.

Where we approve a refund at our discretion, or where a refund is required by applicable law, it will be processed to the original payment method within seven (7) to ten (10) business days of approval. The time taken by the Customer’s bank or card issuer to credit the amount is outside our control.

Nothing in this Section limits any right the Customer may have under Section 19 in respect of Services that are not performed with reasonable skill and care.

All Services are delivered electronically. There is no physical shipment of goods.

For Subscription Services, access credentials and the instance URL are provisioned within 15 business days of realisation of payment and completion of onboarding information, unless a different date is agreed in the Order Form.

Implementation and Custom Development Deliverables are delivered in accordance with the phase plan in the Statement of Work.

Delivery is to the email address and instance nominated by the Customer. The Customer is responsible for ensuring that its nominated contacts and mail systems can receive our communications.

Customer Data. As between the parties, all right, title and interest in Customer Data belongs to the Customer. We claim no ownership in it.

Our background IP. All right, title and interest in our pre-existing and independently developed materials — including our methodologies, project templates, configuration libraries, reusable code, tools, training material and know-how ("Background IP") — remains with us. Nothing in the Agreement transfers Background IP to the Customer.

Custom Applications. On receipt of all amounts due in respect of the relevant Statement of Work, we assign to the Customer all right, title and interest in the bespoke source code written specifically for the Customer under that Statement of Work, excluding (a) our Background IP, (b) open-source components, which remain governed by their own licences, and (c) generic skills, techniques and know-how acquired in the course of the work.

Where Background IP or open-source components are embedded in or necessary to the operation of a Custom Application, we grant the Customer a perpetual, non-exclusive, non-transferable, royalty-free licence to use, modify and maintain them solely as part of that Custom Application for the Customer’s internal business purposes.

Where a Custom Application constitutes a derivative work of ERPNext or of any other GPL-licensed component, the Customer’s rights and obligations in respect of that work are governed by the applicable open-source licence, and clause 13.3 operates subject to it.

Feedback. If the Customer gives us suggestions, feedback or ideas about the Services, we may use them without restriction and without any obligation of compensation, attribution or confidentiality, provided we do not disclose the Customer’s Confidential Information in doing so.

No right to use our name, logo or trade marks is granted except as expressly permitted in Section 23.

We will not access Customer Data except as necessary to provide, support, secure and administer the Services, to comply with law, or on the Customer’s instructions.

Backups. Backups of Subscription Service instances are taken by the Hosting Provider at the frequency and with the retention that the Hosting Provider publishes for the applicable plan, and are stored in the region the Hosting Provider designates. Backup frequency determines the maximum data loss that can occur on a restore. We will inform the Customer of the applicable frequency and retention on request and, where the Customer requires a shorter recovery point, will propose the additional arrangements needed to achieve it, at additional cost.

Export on request. At any time during the term, and for thirty (30) days after termination or expiry, we will on written request provide the Customer with a complete export of its instance in the standard Frappe backup format, comprising the database, public files, private files and site configuration, together with the site encryption key required to restore stored credentials. We may charge our reasonable costs for exports requested more than 12 times in any twelve-month period.

After the thirty (30) day period in clause 14.3, we may delete Customer Data from the systems we control. The Customer is solely responsible for retaining its own copies for as long as its statutory record-retention obligations require.

We will not withhold Customer Data as leverage in a commercial dispute. Where amounts are outstanding, we may require payment of undisputed amounts before providing an export, but will not refuse an export where the Customer has paid all undisputed sums.

The Customer’s statutory obligations. The Customer remains responsible for its own compliance with the law governing its books of account and records, including any requirement that books maintained in electronic mode remain accessible in India at all times, that backups be kept on servers physically located in India and updated as prescribed, that accounting software record an audit trail that cannot be disabled, and that records be retained for prescribed periods. We will configure the Services to support those requirements where the Statement of Work says so, but the obligation to comply, and the responsibility for filings and returns, is and remains the Customer’s.

Our Privacy Policy, published on the Website, describes what personal data we collect about visitors, prospects and contacts, why we collect it, how we use and disclose it, and how it is protected. It forms part of these Terms.

Respective roles. In relation to personal data contained in Customer Data within a Customer’s instance, the Customer determines the purposes and means of processing and we process that data only on the Customer’s documented instructions. In relation to personal data of Website visitors, prospective customers, and the Customer’s billing and administrative contacts, we determine the purposes and means ourselves.

Current legal framework. We handle personal data in accordance with the Information Technology Act, 2000 and the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011, and maintain reasonable security practices and procedures as required by those Rules.

Digital Personal Data Protection Act, 2023. We will comply with the Digital Personal Data Protection Act, 2023 and the Digital Personal Data Protection Rules, 2025 in respect of processing to which they apply, as and when the relevant provisions come into force. Where the Customer is a Data Fiduciary in respect of personal data held in its instance, we will act as its Data Processor under a written contract as required by that Act.

Data Processing Addendum. A Data Processing Addendum recording the parties’ respective obligations, the permitted sub-processors, security measures and breach-notification arrangements is available on written request and, once executed, prevails over these Terms to the extent of any inconsistency in relation to personal data.

Security incidents. We will notify the Customer without undue delay after becoming aware of a security incident affecting that Customer’s personal data, and will provide the information reasonably necessary for the Customer to meet its own notification obligations.

Questions about the processing of personal data may be addressed to our Grievance Officer at the address in Section 24, who is able to answer them on our behalf.

"Confidential Information" means information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including business plans, pricing, customer and supplier information, financial data, technical information and Customer Data.

Each party will keep the other’s Confidential Information confidential, use it only for the purposes of the Agreement, and disclose it only to those of its personnel and professional advisers who need it and who are bound by equivalent obligations.

These obligations do not apply to information that is or becomes public through no breach of the Agreement, that the recipient already lawfully held without restriction, that is independently developed without reference to the disclosing party’s information, or that is lawfully received from a third party without restriction.

A party may disclose Confidential Information to the extent required by law, regulation or an order of a court or authority of competent jurisdiction, and will, where lawful and practicable, give the other party prior notice so that it may seek protective relief.

These obligations continue for three (3) years after termination of the Agreement, and indefinitely in respect of Customer Data and trade secrets.

We will maintain reasonable technical and organisational measures appropriate to the nature of the Services, including access controls, role-based permissions, logging, and reliance on the Hosting Provider’s platform-level controls and its independently audited information security certifications.

The Customer must not, and must ensure that its Users do not:

We may suspend access immediately, without prior notice, where we reasonably believe that continued access presents a material security risk, involves unlawful activity, or is required to comply with a direction of a competent authority or of the Hosting Provider. We will notify the Customer as soon as reasonably practicable and will restore access once the cause is resolved.

We will remind Users at least once every year that non-compliance with these Terms, our policies or applicable law may result in termination of access, in accordance with the rules made under the Information Technology Act, 2000.

Platform availability. The availability of a Subscription Service depends on the Hosting Provider’s platform. We do not independently guarantee any level of uptime. Where the Hosting Provider publishes an availability target or service commitment for the applicable plan, we will inform the Customer of it on request, and clause 8.2 governs remedies.

Support. Support is provided during the hours stated in clause 1.4 or in the Order Form. Where the Order Form or AMC schedule specifies severity levels and target response times, those are targets that we will use reasonable endeavours to meet. They are not guarantees and do not carry a financial remedy unless the Order Form expressly states a service level agreement with a defined remedy.

Support excludes: issues in the Customer’s own network, hardware, devices or internet connectivity; third-party applications or integrations not supplied by us; changes made to the instance by the Customer or by a third party without our knowledge; data correction arising from Customer input error; training beyond the scope of the Order Form; and issues arising from the Customer’s failure to apply an update we have recommended.

Updates and maintenance. We will schedule version updates and maintenance in consultation with the Customer where practicable, and will give reasonable notice of planned windows. A backup will be taken before an update wherever the platform supports it. Some downtime is unavoidable during updates. Emergency security patches may be applied without prior notice.

We will inform the Customer where its chosen plan or instance type is not suited to its production workload, and are not responsible for performance issues arising from the Customer’s decision to remain on it.

Our warranty. We warrant that the Services will be performed with reasonable skill and care, in a professional manner, by personnel with appropriate experience.

Remedy. If the Customer notifies us in writing within thirty (30) days of performance that a Service does not meet the warranty in clause 19.1, we will re-perform the affected Service at no additional charge. This is the Customer’s sole and exclusive remedy for breach of that warranty.

No other warranties. Except as expressly stated in these Terms, the Services and the Website are provided on an "as is" and "as available" basis. To the maximum extent permitted by law we exclude all other warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, non-infringement, accuracy, or uninterrupted or error-free operation.

No compliance guarantee. We do not warrant that the Services will render the Customer compliant with any law. The Services can be configured to support the Customer’s compliance processes, but responsibility for the correctness and timeliness of the Customer’s registers, returns, filings, computations and disclosures rests with the Customer and its professional advisers.

Not professional advice. We are not chartered accountants, auditors, company secretaries, tax advisers or advocates, and nothing we provide constitutes accounting, audit, tax, secretarial or legal advice. The Customer should obtain its own professional advice.

We do not warrant the Underlying Software, third-party applications, or third-party integrations, all of which are subject to Section 8.

Nothing in the Agreement excludes or limits either party’s liability for fraud or fraudulent misrepresentation, for wilful misconduct, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited.

Excluded losses. Subject to clause 20.1, neither party is liable to the other for any indirect, incidental, special, punitive or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, contracts or opportunity, in each case however arising and whether or not foreseeable.

Data. Subject to clause 20.1, our liability for loss of or corruption of Customer Data is limited to the cost of restoring that data from the most recent backup available to us.

Aggregate cap. Subject to clause 20.1, our total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees actually paid by the Customer to us under the applicable Order Form or Statement of Work in the twelve (12) months immediately preceding the first event giving rise to the liability.

Time limit. No claim may be brought under the Agreement more than twelve (12) months after the party bringing it became aware, or ought reasonably to have become aware, of the facts giving rise to it.

The Customer acknowledges that the fees have been set on the basis of the allocation of risk in this Section, and that we would charge materially more if we accepted a greater exposure.

Customer indemnity. The Customer will indemnify us against all losses, liabilities, costs and expenses (including reasonable legal fees) arising out of any third-party claim relating to Customer Data, to the Customer’s use of the Services in breach of the Agreement or of applicable law, or to the Customer’s breach of Section 17.

Our indemnity. We will indemnify the Customer against any third-party claim that a Custom Application developed by us infringes that third party’s intellectual property rights in India, provided the Customer notifies us promptly, gives us sole conduct of the defence and settlement, and provides reasonable assistance. This indemnity does not apply to any claim arising from the Underlying Software or other open-source or third-party components, from the Customer’s specifications or materials, from combination with anything not supplied by us, or from modification of a Deliverable by anyone other than us.

The Agreement continues until all Order Forms and Statements of Work under it have expired or been terminated.

Termination for cause. Either party may terminate the Agreement or any affected Order Form or Statement of Work by written notice if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days of written notice specifying the breach and requiring its remedy.

Insolvency. Either party may terminate immediately by written notice if the other becomes insolvent, is unable to pay its debts as they fall due, enters into liquidation or an arrangement with creditors, or becomes subject to insolvency proceedings that are not dismissed within sixty (60) days.

The Customer may terminate a Subscription Service in accordance with Section 10, and an Implementation or Custom Development engagement in accordance with the applicable Statement of Work.

Effect of termination. On termination or expiry: (a) the Customer’s right to access the Services ceases on the effective date, subject to the export window in clause 14.3; (b) the Customer will pay for all Services performed and all expenses committed up to the effective date, together with any amounts due for the remainder of a committed subscription term where the Customer terminates other than for our material breach; (c) each party will return or destroy the other’s Confidential Information on request, subject to retention required by law; and (d) the clauses that by their nature are intended to survive will do so, including Sections 13, 14, 15, 16, 19, 20, 21.5, 25 and 26.

Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money that has fallen due) to the extent caused by an event beyond its reasonable control, including act of God, flood, fire, earthquake, epidemic or pandemic, war, terrorism, civil disturbance, strike or labour dispute, act or direction of any government or authority, failure of power or telecommunications, failure or outage of a cloud or hosting provider, unavailability of a government portal or public API, or a cyber attack not attributable to that party’s negligence.

The affected party will notify the other as soon as reasonably practicable and will use reasonable endeavours to mitigate. If the event continues for more than sixty (60) days, either party may terminate the affected Order Form or Statement of Work by written notice without liability, save for amounts already due.

We may identify the Customer by name and logo as a customer on our website and in proposals and marketing material, and may describe the Services provided in general terms, unless the Customer notifies us in writing that it does not consent. The Customer may withdraw consent at any time by written notice, and we will remove the reference within a reasonable period.

We will not disclose the Customer’s Confidential Information, commercial terms, or any specific business data in any publicity without the Customer’s prior written consent.

We will not name the Customer as a reference to a prospective customer, or give out the Customer’s contact details, without the Customer’s prior consent on each occasion.

In accordance with the Information Technology Act, 2000 and the rules made under it, and with the Consumer Protection (E-Commerce) Rules, 2020 where applicable, the details of our Grievance Officer are:

A complaint may be sent by email or post to the address above. Please include your name, organisation, contact details, the instance or invoice concerned, and a description of the issue.

We will acknowledge a complaint within twenty-four (24) hours of receipt and will endeavour to resolve it within fifteen (15) days of receipt. Where a complaint requires action by a third party, including the Hosting Provider or a government portal, we will tell you and will keep you informed of progress.

Where the complainant is a consumer within the meaning of the Consumer Protection Act, 2019, the periods in clause 24.3 apply, which are within the forty-eight (48) hours for acknowledgement and one (1) month for redressal required by the Consumer Protection (E-Commerce) Rules, 2020.

Queries relating to personal data, including requests to access, correct or erase personal data, may be sent to the same address and will be handled in accordance with Section 15 and our Privacy Policy.

The Agreement and any dispute or claim arising out of or in connection with it, including any non-contractual dispute or claim, are governed by and construed in accordance with the laws of India.

Escalation. The parties will first attempt in good faith to resolve any dispute by discussion between their respective project owners and, failing resolution within fifteen (15) days, between their respective senior management, within a further fifteen (15) days.

Arbitration. Any dispute not resolved under clause 25.2 will be referred to and finally resolved by arbitration by a sole arbitrator appointed by agreement between the parties, in accordance with the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration will be Bengaluru, Karnataka, and the language of the arbitration will be English. The award will be final and binding.

Jurisdiction. Subject to clause 25.3, the courts at Bengaluru, Karnataka, India have exclusive jurisdiction. Nothing in this Section prevents either party from seeking urgent interim or injunctive relief from any court of competent jurisdiction.

We may amend these Terms from time to time. The current version is always published on the Website with the effective date stated at the top.

Where an amendment materially affects the Customer’s rights or obligations, we will give at least thirty (30) days’ prior notice by email to the Customer’s registered contact, or by prominent notice on the Website. The amendment takes effect on the date stated in the notice.

Continued use of the Services after the effective date constitutes acceptance of the amended Terms. If the Customer does not accept a material amendment, it may terminate the affected Subscription Service by written notice before the amendment takes effect, and we will refund any fees paid in advance for the period after termination.

Amendments to a signed Statement of Work or Order Form require the written agreement of both parties.

Notices to us must be sent to info.zibmoc@walue.biz and, where the notice concerns termination or a legal claim, also by registered post or courier to our registered office at the address in clause 1.1.

Notices to the Customer will be sent to the email address nominated in the Order Form or, failing that, to the email address of the Customer’s registered administrator.

A notice sent by email is deemed received at the time of transmission, provided no delivery failure is received. A notice sent by registered post or courier is deemed received on the third business day after posting.

Each party will keep its notice details current.

Entire agreement. The Agreement constitutes the entire agreement between the parties in respect of its subject matter and supersedes all prior discussions, proposals, representations and understandings, save that nothing excludes liability for fraudulent misrepresentation.

Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

Waiver. No failure or delay in exercising a right operates as a waiver of it, and no single or partial exercise prevents any further exercise.

Assignment. Neither party may assign or novate the Agreement without the other’s prior written consent, such consent not to be unreasonably withheld, except that either party may assign to an affiliate or to a successor in connection with a merger, reorganisation or sale of substantially all of its business, on written notice.

Subcontracting. We may subcontract parts of the Services, and remain responsible for the performance of our subcontractors as if the work were performed by us.

Non-solicitation. During the term and for twelve (12) months afterwards, neither party will knowingly solicit for employment any employee of the other who has been materially involved in the Services, except through a general advertisement not targeted at that person.

Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency or employment relationship.

Third parties. A person who is not a party to the Agreement has no right to enforce any of its terms.

Language. The Agreement is made in English. Any translation is provided for convenience only, and the English text prevails.

Counterparts and electronic execution. The Agreement and any Order Form or Statement of Work may be executed in counterparts and by electronic signature or email confirmation, each of which is an original and all of which together constitute one instrument.