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Terms & Conditions

Terms of Service for SaaS (“Software as a Service”)

Orchid Solutions C-72, Anna Nagar Terms of Service as hereafter set forth ("Agreement") sets out the basis which Orchid Solutions and Software Platform “COMPLYWRIGHT” activity Tracker "we", "us" or "our" as the context requires makes our applications available at https://orchidsolutions.in and https://complywright.in or through the app versions (collectively, the "Software Platform").

A reference to the "Software Platform" includes but is not limited to any functionalities, services or features offered via or in connection with the Software Platform, including the software which is accessible at https://orchidsolutions.in and any related software used in connection with the Software Platform, including any reports, records and other deliverables generated through the Software Platform.

By using the Software Platform on your computer or mobile device and/or clicking a box indicating your acceptance, you agree to be bound by the terms of this agreement.

Some features or services on the Software Platform require a subscription and an official quotation, which includes these agreement terms. If there is any conflict between this agreement and the quotation, the quotation's terms will apply.

We may change this Agreement from time to time by posting amendments at the following URL: https://orchidsolutions.in terms-of-service. By you continuing to use the Software Platform after any such amendment, you agree to be bound by the Agreement as so amended. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "you" or "your" shall refer to you, the individual, or the entity you represent and its affiliates (and, as applicable, your users).

If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this agreement and must not use the Software Platform.

Use Of This Software Platform

  • Subject always to your continuing compliance with the terms of this Agreement and payment of the relevant fees for the Software Platform, Orchidsolutions agrees to grant you and your authorised users a nonexclusive, non-sublicensable and non-transferable user credentials to use the Software Platform insofar as owned by or licensed through us on any compatible device owned by you during the term of this Agreement, and only for your internal business purposes, on and subject to the terms of this Agreement. All other rights not expressly granted to you are reserved by Orchidsolutions.
  • Use of the Software Platform is subject to the usage limits as set out in the relevant quotation. If you exceed the usage limit, you shall promptly notify Orchidsolutions and work with Orchidsolutions to promptly change your usage to comply with the limit. You agree and acknowledge that Orchidsolutions is entitled to invoice you for any usage exceeding the usage limit.
  • Access to some software components used in our Software Platform may be offered under third party licences as we may notify you of, in which case your use of those components is governed by such terms to the extent only of any inconsistency between this Agreement and those terms.
  • You undertake not to (and shall not, knowingly or otherwise, authorise, allow or assist any third party to):
    • alter or adapt all or any portion of the Software Platform, or allow the Software Platform or any part of it to be integrated with or included in any other application, program, or Software Platform that you create;
    • decompile, reverse engineer or otherwise attempt to discover the source code of our Software Platform or any components thereof, except under any specific circumstances expressly permitted by law or by us in writing;
    • reproduce, transfer, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Software Platform, use of the Software Platform, or access to the Software Platform
    • communicate, republish, upload, post, transmit, edit, re-use, rent, lease, loan, sell, assign, transfer, distribute, make available, license, sublicense or create derivative works or adaptations based on the whole or any part of the Software Platform;
    • use the Software Platform in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or in contravention of any applicable law, including infringement of our intellectual property rights or those of any third party in relation to the Software Platform;
    • use the Software Platform in a way that could damage, disable, impair or compromise the Software Platform (or the systems or security of the Software Platform or any other computer systems or devices used in connection therewith) or interfere with other users or affect the reputation of Orchidsolutions;
    • use any automated process or service to access and/or use the Software Platform; • provide, distribute or share, or enable the provision, distribution or sharing of, the Software Platform (or any data associated therewith) with any third party;
    • reproduce, adapt, republish, translate, publish, display, communicate, hyperlink, post, transmit, broadcast, podcast, webcast, distribute, sell, trade or exploit the whole or any part of the Software Platform in any manner or by any means or stored in an information retrieval system except to the extent permitted and with our prior written permission and/or that of the relevant rights owner;
    • reproduce, display or otherwise provide access to the Software Platform on another website or server, for example through framing mirroring, linking, spidering, scraping or any other technological means (including any technology available in the future), without our prior written permission; and
      • transmit or introduce any viruses, corrupted files, harmful elements, or any materials during the course of your use of the Software Platform that:
      • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      • facilitates illegal activity;
      • promotes unlawful violence; or
      • is otherwise illegal or causes damage or injury to any person or property, and we reserve the right, without liability to or prejudice to our other rights against you, to disable your access to any material that breaches the provisions of this sub-clause, or to terminate or suspend your access to the Software Platform.
    • You further undertake to:
      • at your sole responsibility and at your own cost:
        • obtain all necessary hardware, software and communications services necessary for your use of the Software Platform; and
        • in the event where you subscribe to our on-premise software, install antivirus or other mobile security software to protect against any security or other vulnerabilities which may arise in connection with the use of such on-premise software;
      • comply with all applicable laws;
      • where applicable, be solely responsible for payment of all relevant Fees for the use of the Software Platform, and abide by all applicable payment terms as we may make known to you from time to time on our Software Platform; and
  • procure that your authorised users use the Software Platform in accordance with this Agreement. You shall be responsible to Orchidsolutions for any breach of this Agreement by any of your authorised users.
    • You acknowledge and agree that:
  • when using our services, you shall be subjected to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into this Agreement. Orchidsolutions also may offer other services from time to time, which are governed by different terms and conditions;
  • Orchidsolutions may establish general practices and limits concerning use of the Software Platform. You agree that Orchidsolutions has no responsibility or liability for the deletion of or failure to store any messages and other communications or other content maintained or transmitted by the Software Platform. You acknowledge that Orchidsolutions reserves the right to log off accounts that are inactive for an extended period of time. You further acknowledge that Orchidsolutions reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice;
  • Orchidsolutions shall have the right (but not the obligation) to remove or disable access to any content which we deem to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any third

party rights, or for any reason whatsoever. Any editing or removal of any such content from the Software Platform shall be without prejudice to our other rights and remedies available at law;

  • the intellectual property rights in all materials published on the Software Platform (including, but not limited to documents or data in any format, news articles, photographs, images, illustrations, audio clips and video clips) are owned by Orchidsolutions or the party credited as the provider of such materials. You shall at all times abide by all additional copyright notices, information, or restrictions contained in any materials accessed through the Software Platform;
  • the licences granted herein do not confer on you any rights to use any other intellectual property rights of Orchidsolutions, including the Orchidsolutions logo and any other logos, service marks, slogans, product names and designations and other proprietary indicia used as part of the Software Platform, all of which are and remain the property of Orchidsolutions;
  • we shall have the right to at any time and from time to time:
    • switch to another data centre hosting any of the underlying infrastructure, middleware, application software, and application data as determined by Orchidsolutions in its sole and absolute discretion, without ascribing any reasons whatsoever;
    • automatically update the Software Platform and its components, add or remove functionalities, features or services (collectively, "Software Platform Functions"), and;
    • deny or restrict access to the Software Platform or any Software Platform Functions whether to any user or generally, or to block access from or to any resources, at any time, including in the event of a violation or alleged violation of this Agreement, your act or omission that causes harm to Orchidsolutions's or its affiliates' brand, reputation or business as determined by Orchidsolutions in its sole and absolute discretion, without ascribing any reasons whatsoever,
  • and in any such event, you agree that no claims shall lie against us or our affiliates, employees, agents or our service providers (collectively, "Orchidsolutions Personnel") in connection therewith; and
  • unless explicitly stated otherwise, any new features that augment or enhance the Software Platform, shall be subject to the terms of this Agreement.
    • In the event where you subscribe for our subscription or maintenance services as set out in the quotation, such subscription or maintenance services shall include:
  • the hosting of data and attachments, regular backup and disaster recovery at AWS data centre;
  • software updates in connection with government legislative changes, software patches and software enhancements.
  • telephone support from 10 a.m. to 6 p.m., Monday to Friday, excluding public holidays in your territory. Any and all software or technical enquiry shall be raised through Orchidsolutions's connect message or with our customer service email ids provided when registration with Orchid Solutions, unless otherwise agreed in writing between the parties.
    • Nothing herein prohibits your exercise of any express statutory rights you may have under applicable law in relation to the Software Platform.

User “Your” Account

If in connection with your use of the Software Platform, an account on the Software Platform is created for you, the following terms shall apply:

    • You shall provide true, accurate, current and complete information about yourself ("Registration Data") and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Orchidsolutions has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Orchidsolutions has the right to suspend or terminate your account and refuse any and all current or future use of the Software Platform (or any portion hereof).
    • You will receive a password upon activation of your account for certain functionalities, features, or services on the Software Platform.
    • You shall not provide, distribute, or share, or enable the provision, distribution or sharing of, your log-in credentials (or any data from the Software Platform associated therewith) with any third party.
    • Orchidsolutions will treat all data and information provided by you as well as interactions with the Software Platform to have been provided or carried out by you without further inquiry or investigation. We may also prescribe other security procedures applicable to the Software Platform, which you must comply with.
    • You shall, in your sole responsibility, maintain the confidentiality of your account information for the Software Platform (including any usernames and passwords) and ensure that that you exit from your account at the end of each session. You shall not at any time disclose such account information to any other party. You will be fully responsible for any disclosure or unauthorised use thereof and for all activities that occur under your password or account.
    • Orchidsolutions shall not be responsible or liable for any loss caused to or damage incurred or suffered by you or any person by reason of or arising from or as a consequence of any use of your account information, performing any transactions, and/or your failure to comply with the above Clause . If you believe that the security of your account information has been compromised, you shall forthwith notify Orchidsolutions immediately.
    • By using the Software Platform, you represent and warrant that:
      • you have the full right, power, and legal authority to enter into this Agreement;
      • you will not authorise other persons to use your account nor transfer or assign it to any other person;
      • you are not impersonating any other person, operating under an alias or otherwise concealing your identity; and
  • you will not use the Software Platform for unauthorised or unlawful purposes and impair the proper operation of the Software Platform.
    • Orchidsolutions shall be entitled, in the exercise of our sole discretion, to
  • refuse your application or to terminate the use of your account if you fail to fulfil any one of the eligibility criteria above; and/or
  • change the eligibility criteria for registration at any time.
    • You may terminate your account at any time by giving Orchidsolutions three (3) months’ notice in writing.

Privacy Policy

  • We Orchid Solutions will time to time, review and update this Privacy Policy, due to change in the existing laws and new laws, enactments, compliances, regulations and technology.
  • All Personal Information of the users held by us will be governed by our most recent Privacy Policy, posted on our website https://orchidsolutions.in and https://complywright.in
  • It is a continuing condition of your use of the Software Platform that you agree and consent to Orchidsolutions, as well as our representatives and/or agents, collecting, using and disclosing and sharing amongst ourselves your personal data, and disclosing such personal data to our authorised service providers and relevant third parties in accordance with the terms of our privacy policy as amended from time to time, available at privacy policy ("Policy"), the terms of which are also incorporated into this Agreement by reference and apply to your use of the Software Platform.
  • If in connection with your use of the Software Platform, you provide the personal data of any third parties (including any users of the Software Platform), you warrant and represent that the said third parties have also consented to the terms of the Policy, and to the collection, use and disclosure of their personal data in accordance with the aforesaid.
  • You warrant and represent to us that all personal data which is submitted to us by you through your use of the Software Platform is complete, accurate, true and correct.
  • Orchidsolutions shall in its collection, use, disclosure and/or processing of personal data, for any purposes in connection with this Agreement, adhere to all applicable data protection and privacy laws.
  • In the event of any actual or suspected unintended breach, Orchidsolutions will notify the customers without undue delay, within 48 hours after establishing that the data breach is likely to result in significant harm or impact to the individuals to whom the individual relates, or of a significant scale.
  • Orchidsolutions shall undertake to:
    • process personal data only for purposes arising out of or in relation to this Agreement.
    • protect personal data in its possession or under its control by making reasonable security arrangements to prevent unauthorised access, collection, use, disclosure, copying, modification, disposal or similar risks; and
    • cease to retain its documents containing personal data, or remove the means by which the personal data can be associated with particular individuals, as soon as it is reasonable to assume that: o the purpose for which that personal data was collected is no longer being served by retention of the personal data; and o retention is no longer necessary for legal or business purposes.
  • The Software Platform may provide links to external sites whose data protection and privacy practices may differ from those set forth here. We are not responsible for the content and privacy practices of these other websites and you agree to review and bide by the data protection and privacy notices of those sites.
  • The Software Platform uses cookies, web beacons and other technologies. A cookie is a small text file which is placed on your device whenever you run or use the Software Platform. These cookies collect information about your use of the Software Platform. We use cookies and other technologies to facilitate your use of the Software Platform and to improve your experience of the Software Platform. You may change the settings on your device to block the use of cookies. However, if you do choose to block the cookies used in the Software Platform, you may not be able to use certain features and functions of the Software Platform.
  • The Software Platform may also use digital certificates. You are solely responsible for deciding whether or not to rely on such certificates and your reliance on any digital certificates is at your sole risk
  • Personal Information – What do we collect?
    “Personal Information” is information of the user of the Software Platform tracker and the user who engages in getting connected with orchid solutions. Personal Information collected by us during registration of the App or tracker may include (but is not limited to) name, date of birth, contact details like phone numbers, email ids , addresses, gender, occupation and employment details, business profile.
    In some cases, the information above may pertain to entities and not only individuals
  • Personal Information – When and How we collect
    We collect the Personal Information in the following instances:
    • When you visit our website
    • Contact us by telephone, fax, email, post or in person.
    • When use our “Software Platform”
    • Request information about us, our products or our services
    • Provide feedback and connect with us
    • Fill in a form on our website

    We do not collect any Personal Information except when you knowingly provide it. When you visit our website, our website host may collect information for statistical, reporting and maintenance purposes to improve the performance of the website. These information may include:

    • The number of users visiting our website and the number of pages viewed
    • The date, time and duration of a visit
    • The IP address of your computer The path taken through our website
  • Personal Information – Why we collect
    • To allow us to conduct our business functions and to market and sell our products and services. And to provide real time stats of the compliances
    • To personalise and customise your experiences with our website.
    • To manage and administer any account you may hold with us.
    • To improvise customer experiences on our website.
    • To help us improve the needs of our customers and to market our products and services with a better understanding of your needs and the needs of customers generally.
    • To find opportunities to improve and for the purposes of improving existing products or services or creating new products or services for the customer
    • To process any job application submitted by you.
    • To allow us to provide advertising material to you regarding us, our clients, and other business partners. And
    • To share your Personal information with our related entities, business partners and selected third parties To provide information as requested by you from time to time
    • To perform data analysis (market research, surveys, etc.)
    • To assist customers by providing them with information and support
    • To detect unlawful behaviour and maintain the safety and security of the website

    You consent to us using your Personal Information in the above said ways. We may also use your Personal Information for other purposes not listed above. If we do so, we will make it known to you at the time we collect or use your Personal Information.

    We do not otherwise disclose your Personal Information without your permission, unless the disclosure is required or authorized by law, including without limitation the Information Technology Act, 2000. If you choose not to provide your Personal Information to us for the purposes set out in this Privacy Policy, we may not be able to undertake certain activities as requested by you

  • Personal Information - Sharing
    Orchid Solutions may disclose your Personal Information to its related entities, service providers, third parties, etc. to provide products or services you’ve requested or under the following circumstances:
    • We may share information with related entities, branch offices, parent companies, third parties, Customers, etc. for business purposes only
    • We may also disclose your Personal Information to our website host (if this is a third party) or software application providers in certain limited circumstances to improving customer experience
    • We may provide the information to entities who perform work for us under a Confidentiality Deed.
    • We may share the Personal Information with statutory and regulatory
    • authorities, government bodies for compliance purposes or by a decree, order or authorization of law.

    In these circumstances you consent to the collection, use, storage and processing of your Personal information

    Personal Information – How we store and Secure

    We protect your Personal Information with physical, technical (such as firewalls and SSL encryption), and procedural safeguards. We do not collect sensitive or financial data through our website. If your Personal Information is no longer needed, we delete it from our systems

  • Cookies
    The Software Platform uses cookies, web beacons and other technologies. A cookie is a small text file which is placed on your device whenever you run or use the Software Platform. These cookies collect information about your use of the Software Platform. We use cookies and other technologies to facilitate your use of the Software Platform and to improve your experience of the Software Platform. You may change the settings on your device to block the use of cookies. However, if you do choose to block the cookies used in the Software Platform, you may not be able to use certain features and functions of the Software Platform.

Quotation, Fees, Invoice

  • Certain functionalities, features or services on the Software Platform are subject to your due and timely payment of fees prescribed by us from time to time ("Fees"). Save as otherwise set out in the quotation, all Fees shall be paid in advance, are non-refundable (even in the event of early termination or nonavailability of any account or the Software Platform). You shall bear all taxes and other duties payable in connection with all payment of Fees to Orchidsolutions under this Agreement.
  • All payments hereunder shall be made by way of electronic payment to an account designated by Orchidsolutions within seven (7) days from the date of Orchidsolutions invoice as detailed therein except where specified otherwise.
  • Upon commencement of project, any early termination of all or a portion of the Service, you agree to pay Orchidsolutions a sum equal to the Fees as per the invoice issued.
  • You acknowledge and agree that:
  • unless otherwise specified, billing will start from the date as set out in the quotation regardless of whether you have started using the Software Platform or not;
  • for the purpose of calculating the Fees as per quotation per month for the current month, the total number of users shall be based on the total number of active users on the last day of the previous month, or the number of users stated in the Agreement during the contract period, whichever is higher; and
    • if you fail to make payment when due, Orchidsolutions shall have the right to suspend the Software Platform until the late payment is made in full.

Content And Postings

  • Certain functionalities, features or services on the Software Platform may allow you to submit, upload or post information, data, text, photographs, graphics, messages or other materials (collectively, "Submitted Content").
  • In accordance with applicable laws IT ACT Rule 3(1)(b) and best practices, users are strictly prohibited from posting, uploading, transmitting, or sharing any content on this Software Platform that falls under the following categories:
    • Content Belonging to Others: Content that belongs to another individual or entity and is used without proper authorization or legal right.
    • Obscene or Sexually Explicit Content: Content that is obscene, pornographic, paedophilic, or invasive of another person's privacy, including bodily privacy. This also includes content that is abusive, harassing, or insulting on the basis of gender.
    • Hateful or Inciteful Content: Content that promotes hate speech, is racially or ethnically offensive, or incites violence or discrimination based on religion, caste, community, or similar grounds.
    • Harm to Children: Content that is harmful to children in any form, including exploitation or abuse.
    • Intellectual Property Violations: Content that infringes on copyrights, trademarks, patents, or any other proprietary rights
    • False or Misleading Information: Content that misleads or deceives users regarding the origin, facts, or authenticity of the information. This includes misinformation, fake news, or any content identified as false by a government-notified fact-checking unit
    • Impersonation: Content that impersonates another person, group, or organization with the intent to mislead or defraud.
    • Threats to National Security or Public Order: Content that threatens the unity, integrity, security, sovereignty of India, or its relations with foreign states. Content that disturbs public order or obstructs legal investigations is also prohibited.
    • Malicious Software and Harmful Code: Content that contains viruses, malware, or any code designed to harm or interfere with software, hardware, or networks.
    • Unregulated Online Gaming Content: Content promoting or advertising online games that are not verified as permissible under applicable Indian laws
    • Legal Non-Compliance: Any content that violates laws currently in force in India.
  • All submitted content will be securely stored by Orchidsolutions at designated data center – AWS located at South-India region (India).
  • By submitting, uploading or posting Submitted Content through the Software Platform, you irrevocably agree as follows:
    • you have exclusive control and responsibility for determining what Submitted Content you submit, upload or post to the Software Platform and for obtaining all necessary consents and permissions for submission of such Submitted Content and processing instructions to Orchidsolutions. You further agree that you are responsible for the accuracy and legality of all Submitted Content;
    • you grant to Orchidsolutions and Orchidsolutions Personnel a non- exclusive, royalty-free, perpetual, worldwide, sublicensable and transferable right to access and use the Submitted Content, including without limitation the right to store, reproduce, distribute, modify, display, communicate, transmit and broadcast such Submitted Content for the purpose of performing its obligations under this Agreement; and: you represent and warrant that:
      • all Submitted Content do not and will not infringe the intellectual property or other rights of any third party;
      • none of the Submitted Content are proprietary to any third party;
      • none of the Submitted Content will expose Orchidsolutions to any claims or proceedings (civil or criminal) in any part of the world; and
      • that the use of the Submitted Content by Orchidsolutions and Orchidsolutions Personnel and the hosting of such Submitted Content on the Software Platform by Orchidsolutions will not require any further licences or rights from, or infringe any other intellectual property or other rights of any third party.
      • Submitted Content postings are not moderated by us. We are not responsible as author, editor or publisher of any Submitted Content or content provided by any party.
  • The Software Platform may display, publish or make available content that is not provided or published by us (including for example, content provided by third party content aggregation services or information providers) ("Third Party Content"). Such content is the sole responsibility of the person or entity that makes it available. Orchidsolutions is not responsible for such Third-Party Content, and we do not have control over the selection thereof, nor do we routinely monitor such content. Orchidsolutions makes no representations or warranties as to the veracity, accuracy, timeliness, completeness, integrity or quality of such content or any other content or material which may be accessed or made available via the Software Platform, the reproduction and use of which may be governed by the Third-Party Content provider's terms of use.
  • You further acknowledge and agree that any use by you of any content submitted by any third party or which is made available through the Software Platform (including Third Party Content and Submitted Content) is entirely at your own risk. Orchidsolutions does not verify and is not in a position to verify any party's rights to submit any content on the Software Platform, and Orchidsolutions takes no responsibility and assumes no liability, whether direct or indirect or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits or any other commercial damages or losses, for any content posted by you or any third party, or for your use of the same.
  • We shall have the right (but not the obligation) to remove or disable access to any content which we deem to be potentially defamatory of any person, unlawful, objectionable in any way, in violation of any Third-Party rights, or for any reason whatsoever. Any editing or removal of any such content from the Software Platform shall be without prejudice to our other rights and remedies available at law.

Third Party Sites And Links

  • We may link to third-party sites (e.g., articles), but we have no control over them and are not responsible for their content, availability, or any products, services, or materials they offer. You agree that we are not liable for any loss or damage resulting from your use of or reliance on these external sites or resources
  • You further acknowledge that your access to and/or use of Third-Party sites is entirely at your own risk, and that third party sites usually have their own terms and conditions, including privacy policies, over which we have no control, and which will govern your rights and obligations with respect to the use of those sites and resources.
  • We do not warrant that the third party sites will meet your requirements or that the same will not cause you any loss of any kind, and you agree that to the maximum extent permitted by law, Orchidsolutions shall not be liable for any loss or damage of any kind incurred in connection with your use or reliance on any content, information or other materials on or available through such third parties.

No Endorsement

  • You agree that all content, information, Third Party Content and Submitted Content made available on the Software Platform are of a general nature and do not purport and shall not in any way be understood as constituting an offer or provision of any inducement, invitation or recommendation relating to any products, services or investments nor constitute investment, financial, legal or tax advice or recommendation.
  • You acknowledge and agree that Orchidsolutions:
    • does not endorse or recommend any products or services via the Software Platform and that any arrangement entered into between you and any other user of the Software Platform or any third party named or linked to the Software Platform is at your sole risk and responsibility; and
    • is not responsible for any of the information made available or accessed on or through the Software Platform, Submitted Content or any Third-Party Content or any decisions made by you based on any information posted on the Software Platform. You further understand, acknowledge and that we make no warranties or representations in respect of, nor do we guarantee the accuracy, timeliness, completeness, integrity or quality of any information, Submitted Content or Third-Party Content or any other content or material which may be accessed or made available via the Software Platform.

Indemnity

You agree to fully indemnify and hold harmless Orchidsolutions, our affiliates, officers, employees, directors, owners, agents, service providers, information providers, licensors and licensees, successors and assigns (collectively, the "Indemnitees") from and against any claim, action, proceeding, demand, loss, damage, cost, or liability (including legal fees) which any of the Indemnitees may suffer or suffers in connection with or arising from

(a) your breach of this Agreement and any terms relating to your use of the Software Platform; (b) your access or use of the Software Platform; (c) any action taken by us either as part of our investigation of any suspected breach of this Agreement or as a result of our finding or decision that a breach of this Agreement has occurred; and (d) your breach of any rights of any other person. You shall cooperate as fully as reasonably required in the defence of any such claim, action or proceeding. Orchidsolutions reserves the right, at its own expense, to assume the exclusive defence and control of any claim or matter subject to indemnification by you.

This Clause 8 shall survive the termination or expiration of this Agreement (howsoever caused).

Confidentiality

  • For the purpose of this Agreement, "Confidential Information" shall include but not be limited to all information and material:
    • which has commercial value or utility in the business of the relevant party under this Agreement and any information relating to either party's product plans, procedures, specifications,
      designs, drawings, innovations, software, patent applications, costs, prices, marketing plans, business plans, business opportunities, strategies, personnel, research, development, knowhow, agreements, marketing knowledge and information, budgets and/or projections, whether in writing or other machine readable form; and
    • which is designated by disclosing party as confidential in writing or if disclosed orally, reduced to writing and designated as confidential.
  • Each party shall keep, and shall procure that its directors, employees and/or advisers keep, secret and confidential all Confidential Information, communicated to it by the other party in connection with this Agreement and shall not disclose the same or any part of the same to any person whatsoever other than to its directors, employees and/or advisers for any other purpose other than the use of Software Platform and solely on a "need to know" basis.
  • The obligations under above clause shall not apply to information and material that:
    • is in the public domain or otherwise is or becomes generally known or available by publication, commercial use or otherwise through no fault of the receiving party;
    • is known and has been reduced to tangible form by the receiving party prior to the time of disclosure and is not subject to restriction of confidentiality or secrecy or otherwise; • is independently developed or learned by the receiving party, which independent development or learning can be shown by written evidence;
    • is lawfully obtained from a third party who has the right to make such disclosure; or
    • is released for publication by the disclosing party in writing.
  • You may disclose Orchidsolutions's Confidential Information to the extent and to the parties that you are required by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction to disclose such Confidential Information, provided that to the extent it is legally permitted to do so, you shall first give Orchidsolutions as much prior notice of such
    disclosure as possible and you shall take into account the reasonable requests of Orchidsolutions in relation to the content of such disclosure.
  • The provisions of this Clause shall survive beyond termination or expiration of this Agreement for any reason whatsoever and continue in full force and effect.

Warranties And Exclusion Of Liability

  • Each party hereby irrevocably warrants and represents to the other party that it has the full power, legal capacity and authority to enter into and perform this Agreement and all the transactions contemplated under this Agreement.
  • Orchidsolutions further warrants and represents that we will carry out our obligations under this Agreement with reasonable care and skill.
  • To the maximum extent permitted by applicable law:
    • you irrevocably agree and acknowledge that the Software Platform (together with any Software Platform Functions, Third Party Content, Submitted Content or other content or information provided via the Software Platform) are provided on an "as is" and "as available" basis with all faults and without warranty of any kind. For the avoidance of doubt, we do not warrant the merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy, quiet enjoyment, and noninfringement of third party rights, or as to the accuracy, correctness, reliability, timeliness, noninfringement of or compliance with any laws, regulations and/or third party rights in connection with the Software Platform (together with any Software Platform Functions, Submitted Content, Third Party Content or other content or information provided via the Software Platform); and
    • the Indemnitees shall not be liable for any claim, damage or loss of any kind of any nature whatsoever caused and howsoever arising as a result (direct or indirect) of or otherwise in connection with your use of or reliance on the Software Platform, including but not limited to any claim, damage or loss suffered (whether incidental, special, indirect or consequential) as a result of or in connection or in reliance of
      • any Submitted Content or Third-Party Content or other content or any other information made available or accessed on or through the Software Platform or contained in or available from the Software Platform;
      • your use or the inability to use or reliance on any products or services available on or accessed via the Software Platform and/or the Software Platform Functions; or
      • the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Software Platform.
      • unauthorised access to or alteration of your transmissions or data;
      • statements or conduct of any third party on the Software Platform;
      • any matter relating to the Software Platform; or
      • any infringement of any rights arising in connection therewith, including without limitation any loss of data, profits, goodwill, anticipated savings, reputation, business or business opportunity, regardless of the cause thereof and even if we have been advised of the possibility thereof.
  • You expressly acknowledge and agree that, to the maximum extent permitted by applicable law, use of the Software Platform is at your sole risk and that the entire risk as to satisfactory quality, performance, accuracy and effort is with you.
  • In no event shall the Indemnitees' total liability to you for any and all damages not excluded (other than as may be required by applicable law in cases involving personal injury) exceed in aggregate the fees paid or payable to Orchidsolutions in the six (6) months preceding the claim.

Term And Termination

  • Agreement shall commence on the date as set out in the quotation, unless earlier terminated pursuant to the terms of this Agreement and will continue for such duration as set out in the quotation.
  • Either party may terminate this Agreement by giving the other party three (3) months prior written notice.
  • We have the right to terminate and/or suspend your account and/or access to the Software Platform, where applicable, if you breach this Agreement; or you make any voluntary arrangement with your creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or an encumbrancer takes possession, or a receiver is appointed, of any of your property or assets.
  • Upon suspension or termination of your use of the Software Platform:
    • you shall immediately cease access to or use of the Software Platform and Orchidsolutions is entitled to block or delete your accounts.
    • all rights and licenses granted hereunder immediately cease.
    • any accrued right or liability of either party shall not be prejudiced.
    • you remain liable for all payment transactions and/or any other obligations you may have incurred under this Agreement.
    • in the event of termination by you before the expiry of the contract period, you agree to pay Orchidsolutions a sum equal to the Fees as per the invoice issued minus all Fees that have already been paid to Orchidsolutions prior to such termination. In case the Fees are already prepaid, you agree that Orchidsolutions will not return any balance sum for whatsoever reason; and
    • Orchidsolutions will at your option, return your Submitted Content as a backup or delete all your Submitted Content within 30 days of termination of this Agreement.

Force Majeure

Save as is otherwise specifically provided in the Agreement, we shall not be liable for failures or delays in performing our obligations hereunder arising from any cause beyond Orchidsolutions's reasonable control, including without limitation, any breakdown or malfunction of hardware, software, networks or systems used in connection with the Software Platform, acts of God, outbreak of hostilities, civil disturbance, acts of civil or military authority, fires, strikes, lockouts or labour disputes or industrial action of any kind, epidemics, governmental restrictions, wars, terrorist acts, riots, explosions, fire, earthquakes, storms, typhoons, floods and breakdowns in electronic and computer information and communications systems, and in the event of any such delay, the time for our performance shall be extended for a period equal to the time lost by reason of the delay and any additional recovery time required by us.

Assignment

You shall not assign, transfer, sub-contract or in any other manner make over to any third party the rights, benefit and/or obligations under this Agreement without the prior written consent of Orchidsolutions.

Publicity

You hereby grant to Orchidsolutions a non-exclusive, perpetual, sublicensable, royalty- free licence to Orchidsolutions to use, display and reproduce your trade name(s), corporate mark(s) and logo(s) to identify you as a customer of Orchidsolutions in connection with corporate publicity or marketing purposes.

Audit

Orchidsolutions shall, upon at least 90 days' written notice, permit Company and/or its designated agent or auditors to conduct an on-premises audit of Orchidsolutions's facilities, documents, records and/or data during normal business hours for the purposes of verifying compliance with the terms of this Agreement, provided that each of such audit: (a) is carried out no more than 1 times and no more than 8 hours in every 12-month period following the commencement of this Agreement, (b) does not unreasonably interfere with the business or operations of Orchidsolutions, (c) is carried out at Company's sole cost and expense, and (d) is subject to applicable laws and any third party confidentiality restrictions and obligations. During such audit, Company shall, and shall procure that its designated agent or auditors, comply in all material respects with Orchidsolutions 's reasonable requirements relating to security, health and safety and confidentiality.

General

  • Each of the terms and conditions in this Agreement is severable and distinct from one another and if at any time, any one or more of this Agreement and conditions or any part thereof is or becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will not thereby be affected or impaired in any way and will remain in force.
  • The rights and remedies provided in this Agreement are cumulative and not exclusive of any other right or remedies (whether provided by law or otherwise).
  • No failure on our part to exercise and no delay on our part in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude any other or further exercise of such right or remedy or the exercise of any other right of remedy. Any waiver by us of our rights or remedies in respect of any terms under this Agreement or any breach of this Agreement on your part must be in writing and may be given subject to such terms and conditions as we may deem fit and is effective only in the instance and for the purpose for which it is given.
  • Unless the context otherwise requires, words importing the singular shall also include the plural and vice versa. Words denoting the masculine gender include the feminine gender and both shall include the neuter gender.
  • The headings in this Agreement are inserted for ease of references only and shall not affect the construction of this Agreement.
  • This Agreement, and the documents in it, constitutes the entire agreement between you and us with respect to your use of the Software Platform and you have not entered into this Agreement in reliance upon any representation, warranty or undertaking of Orchidsolutions which is not set out in this Agreement. Nothing in this Clause 16.6 shall however operate to limit or exclude liability for fraud.
  • The illegality, invalidity or unenforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
  • The failure of Orchidsolutions to exercise and/or enforce, and no delay on its part in exercising and/or enforcing, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. The rights provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
  • The parties hereto are independent contractors and neither party is a partner or joint venturer or employee or agent of the other nor is either party entitled to act as the other party's agent nor shall the latter be liable in respect of any representation act or omission of the former of whatever nature. For the avoidance of doubt, each party shall have no authority, express or implied, to assume or create any obligation or liability on behalf of the other party and shall have no authority to represent the latter in any other capacity except as expressly provided in this Agreement.

Notice

  • Notices to you may be made via either email or regular mail. The Software Platform may also provide notices of changes to this Agreement or other matters by displaying notices or links to notices to you generally on the Software Platform. We are committed to keeping our users informed about any updates to our Terms C Conditions. As part of this commitment:
  • We will notify users periodically, and at least once every year, of any changes to these Terms C Conditions.
  • Notifications may be sent via email campaigns or other direct communication channels to ensure users are aware of important updates.
  • Additionally, users may request a copy of these Terms C Conditions in any of the languages listed under the Eighth Schedule of the Constitution of India. To request a translated version, please contact us at manager@orchidsolutions.in

Contacting Orchidsolutions

To ask any questions about this Agreement, or our Software Platform, or make any suggestions or tell us about any other ideas concerning our Software Platform, Please contact: Orchid Solutions, C-72, Anna Nagar, Chennai 600102

Email address: manager@Orchidsolutions.in

Terms and Conditions for communication through WhatsApp messenger

(the “terms and conditions”)

By Opting-in/ accepting the terms and conditions, you (the “User”) give consent to Orchid Solutions which is OS with We and or US/Ours and its partners to communicate with you on WhatsApp for all its transactional and promotional messages/ communication needs (“WhatsApp/ Service/ Facility”).

We will store your details responsibly and use it to enrich your experience with Us.

  • You are subscribing to the WhatsApp/ Service/ Facility and participating in engaging with us using WhatsApp channel. Subscribing to the WhatsApp/ Service/ Facility will be taken as your explicit consent to receive communication from Us on WhatsApp.
  • You can unsubscribe to the WhatsApp/ Service/ Facility at any time by sending ‘STOP’ to our official WhatsApp number post which any messages will not be sent. This subscription will be applicable for all linked accounts which have the same registered mobile number.
  • The User should not share any personal identification/account related sensitive personal information such as account number, password, PIN, OTP, etc. on the WhatsApp/ Service/ Facility.
  • Subscription obtained will be deemed applicable for all linked accounts which have the same mobile number registered with ORCHID SOLUTIONS
  • Upon subscribing to the WhatsApp/ Service/ Facility, User agrees that Orchid Solutions shall share User’s registered mobile number and name as available in ORCHID SOLUTIONS official records with WhatsApp
  • You may continue to receive SMS/ email alerts for selected communications.
  • In case of lost/ stolen phone/ device, to stop receiving WhatsApp messages on the lost device, User has to send ‘STOP’ keyword to ORCHID SOLUTIONS’s official WhatsApp profile
  • User shall ensure appropriate network connection. Receipt of messages by User shall be subject to the network connection and ORCHID SOLUTIONS shall not be held responsible for any delay or non-receipt of the responses from ORCHID SOLUTIONS due to non-compatibility of device, internet usage plans, insufficient network connection from service provider or any other reason whatsoever.
  • It is advisable and recommended to User/s who has subscribed to WhatsApp/ Service/ Facility to delete WhatsApp when changing their device.
  • You shall not submit or transmit any content through the WhatsApp/ Service/ Facility that is: unethical and/or immoral data.
  • User unconditionally and irrevocably agrees to the following:
  • That all the WhatsApp/ Service/ Facility provided are subject to applicable law and the rules, regulations, notifications, circulars and guidelines, act introduced or amended from time to time by any regulatory/ statutory/ governmental authority and the Reserve Bank of India
  • That the User shall provide ORCHID SOLUTIONS with such information and/or assistance as is required for the performance of the WhatsApp/ Service/ Facility.
  • That the User shall not submit or transmit any content through the WhatsApp/ Service/ Facility i.e.:
  • obscene, vulgar, or pornographic, immoral, illegal, illicit, unethical, anti- social etc.
  • That encourages the commission of a crime or violation of any law.
  • That violates any laws bound in the state and country of use and/or the jurisdiction in which you reside;
  • That infringes the intellectual property rights of a third party.
  • The User understands that using WhatsApp application may carry extra risks and may not be secured. Further any message and information exchanged is subject to the risk of being read, interrupted, intercepted, or defrauded by third party or otherwise subject to manipulation by third party or involve delay in transmission. ORCHID SOLUTIONS shall not be responsible or liable to the User or any third party for the consequences arising out of or in connection with any fraud or impersonation incidents through WhatsApp application.
  • The User understands that his device is vulnerable to the threats such as but not limited to:
  • Unauthorised Intruders getting into unauthorized access to the data/information contained on such device.
  • Understands theft and implications.
  • Understands data privacy violations.
  • Understands the impact of planting of stealth software, malware, viruses etc.;
  • Understands disablement or distortion of planning and operations.
  • Understands the interception of the transmission of encrypted data/ message etc.
  • The User is responsible for maintaining the security and safeguarding of his account on WhatsApp application as well as the registered mobile number and linked device (s).
  • The User hereby unconditionally and irrevocably understands and agrees that he must:
  • Keep the passwords to his device fully and strictly confidential and shall under no circumstance reveal any of the password(s) to any other person.
  • commit the password to memory and not record any of them in a written or electronic form.
  • not let any unauthorized person have access to his device or leave his device unattended while accessing WhatsApp.
  • put in place a passcode or password or PIN or a security key of similar nature to lock/ restrict access to his Device and secure it from any unauthorized access and not share such passcode/ password/ PIN/ security key with any other person;
  • not remove the restrictions that may be imposed by the device provider on the device;
  • take adequate precautions from any ransomware, malware, virus or any other security threat from entering the device, including installing adequate anti-virus protection.
  • The User hereby agrees and accepts that he/she shall at all times be solely responsible for the protection and safe custody of his SIM card, device and the applications installed thereon, specifically WhatsApp, login ids, User Information, security details and passwords as mentioned hereinabove and hereby fully agrees that ORCHID SOLUTIONS shall in no manner be liable for any direct or indirect or consequential or other loss occurring out of any action or omission because of compromise of the same.
  • The User agrees that he/she understands the risks of losing his/her SIM card or transferring his/her SIM card to another device. Further the User understands the risks of compromise of his/her QR code and the implications that it may have on his/her WhatsApp, including access by a third party to the User’s WhatsApp application and the WhatsApp/ Service/ Facility. The User agrees that ORCHID SOLUTIONS assumes no liability whatsoever in case of any event of such compromise of the User’s WhatsApp application and ORCHID SOLUTIONS shall not be held responsible for any such event. Further, the User agrees and understands that WhatsApp application can also be logged on more than one device at the same time, including by using web log in and the User is aware of the risk in this regard while availing the WhatsApp/ Service/ Facility such as compromise of User Information, breach of security of the User’s WhatsApp account from a device other than the Users etc. and the User undertakes to be vigilant and careful and takes full responsibility for the security of his/her WhatsApp account. ORCHID SOLUTIONS shall not be responsible or liable to you or any third party for the consequences arising out of or in connection with using of the WhatsApp/ Service/ Facility. The User also agrees and accepts that any person having access to any such email/ phone number/ authentication form factor/User’s registered mobile number, shall be deemed to be duly authorised by the User and acting for and on behalf of the User, with the authority and intention to bind the User irrevocably with any actions pursuant thereto including the acceptance of these terms and conditions.
  • The User agrees that all information that may be provided on WhatsApp, upon making a request to that effect, are information extracted from a computerized backup system maintained by ORCHID SOLUTIONS and may not be continuously updated in real time. ORCHID SOLUTIONS shall provide the information as may be last updated on the systems of ORCHID SOLUTIONS. While ORCHID SOLUTIONS will take all reasonable steps to ensure the accuracy of the information provided, it shall not be liable for any error or held responsible for any loss incurred or action taken by the User by relying on such information.
  • ORCHID SOLUTIONS does not make any representation or warranty that the WhatsApp/ Service/ Facility will be available at all times without any interruption and further that ORCHID SOLUTIONS shall not be responsible for any variation, reduction or imposition of the terms of use and operation of WhatsApp application or the User’s inability to use mobile applications.
  • Under no circumstances shall ORCHID SOLUTIONS, or its agents, affiliated companies, officers, directors, employees, and contractors be liable for any direct, indirect, punitive, incidental, special, or consequential damages that results from the use of, or inability to use the WhatsApp/ Service/ Facility or unavailability of the WhatsApp/ Service/
  • Facility for reasons not attributable to ORCHID SOLUTIONS or for receipt of any answer provided by the program running at the back-end.
  • ORCHID SOLUTIONS will use WhatsApp Messenger as an additional channel to communicate with User/s from time to time for selected communications like service, marketing messages and will be free to expand scope of communications from time to time. • WhatsApp and the Facebook family of companies may use this information to help operate, provide, improve, understand, customize, support, and market their business products, consumer services and their offerings as per the terms and conditions accepted by you at the time of availing WhatsApp Messenger facility in your device.
  • These terms and conditions shall be in addition to any other terms and conditions as stipulated by ORCHID SOLUTIONS from time to time including on its website (https://complywright.in or mobile application whether pertaining to the account or in relation to other products, services, facilities or offers provided by ORCHID SOLUTIONS.
  • Please note the WhatsApp/ Service/ Facility cannot be used for grievance redressal or reporting fraud, and ORCHID SOLUTIONS will have no liability if such incidents are reported on this channel.
  • ORCHID SOLUTIONS will continue to send messages/alerts on User’s device even if the SIM belonging to the registered mobile number has been removed as the phone number will still be registered for the WhatsApp/ Service/ Facility. It is the User’s responsibility to install WhatsApp on the mobile phone/ device on which the registered mobile number is being used, in order to correctly receive WhatsApp messages being sent from ORCHID SOLUTIONS.
  • ORCHID SOLUTIONS reserves the right to, at any stage and at its discretion, without prior notice or assigning any reasons thereof, to add/ alter/ modify/ change or vary all or any of these terms and conditions or to replace it wholly.
  • These terms and conditions and/or the use of the WhatsApp/ Service/ Facility provided through WhatsApp shall be governed by the laws of the Republic of India. The User agrees to submit to the exclusive jurisdiction of the Courts located in Chennai, India as regards any claims or matters arising under these terms and conditions. ORCHID SOLUTIONS accepts no liability whatsoever, direct or indirect, for non-compliance with the laws of any country other than the Republic of India. The mere fact that the WhatsApp/ Service/ Facility may be accessed through the internet by a User in a country other than India shall not be interpreted to imply that the laws of the said country govern these terms and conditions and/or the use of the WhatsApp/ Service/ Facility.
  • User is not bound in any way to obtain this WhatsApp/ Service/ Facility, as acceptance of the WhatsApp/ Service/ Facility is voluntary in nature. Without a User being required to do any further act, he/ she shall be deemed to have expressly read, verified, understood, irrevocably agreed to and accepted and delivered all the terms and conditions contained herein by ticking/ clicking the “I agree to the terms and conditions” or any similar icon/ tab/ option on the online system/ Website/ portal/ platform of ORCHID SOLUTIONS as well as by entering the one time password (OTP) sent to the User’s registered mobile number and/or any other mode of authentication or registration process prescribed by ORCHID SOLUTIONS from time to time, and that there is no requirement of User’s any other signature or physical signature for the terms and conditions or of the User signing the terms and conditions in physical form.

The User hereby expressly acknowledges and confirms that at the time of accepting these terms and conditions as above, the User fulfils the eligibility criteria to utilize the WhatsApp/ Service/ Facility as provided in these terms and conditions.