Terms and Conditions

Terms and Conditions

Welcome to Headstart, a product of HEADSTART INFO TECH (OPC) PVT. LTD..

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE.

By accessing, browsing, using, or engaging with the website or any services offered by HEADSTART INFOTECH PVT LTD (hereinafter referred to as “the Company”), you agree to these Terms of Service (“Agreement”). If you do not agree with the terms herein, you must refrain from using the services. Your continued use of the website or services indicates your acceptance of these Terms and any associated policies (including but not limited to the Privacy Policy and other policies referenced herein).

These Terms and Conditions constitute an electronic record, in accordance with the provisions of the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require physical or digital signatures.

Definitions

• “Headstart,” “Headstart Info Tech Private Limited,” “we,” “us,” or “our” refers to HEADSTART INFO TECH (OPC) PVT LTD, a company incorporated under the Ministry of Corporate Affairs, Govt. of India, having its registered address at 548, 26TH MAIN, BTM LAYOUT, 2NO STAGE, Bengaluru Urban, Karnataka 560076.
• “You,” “Your,” or “Customer” refers to any individual or legal entity availing services from the Company as specified in the relevant Memorandum of Understanding (MoU).
• “Allied Services” includes third-party services such as email, SMS, WhatsApp, and cloud telephony, provided through vendors and offered on an “as is” basis.
• “Consulting Services” refers to professional services provided by Headstart, including training, integration, and installation.
• “Customer Data” refers to any data you submit to the Headstart platform.
• “Force majeure” refers to events beyond the control of either party, including, but not limited to, war, terrorism, natural disasters, cyber-attacks, pandemics, or governmental actions, as recognized under Section 32 of the Indian Contract Act of 1872.
• “MoU” refers to a signed agreement detailing the services, fees, and obligations under this Agreement.
• “Planned Downtime” refers to scheduled maintenance periods notified at least 24 hours in advance.
• “Subscription Services” refers to services granted under a subscription model, per the terms of the relevant MoU.

Scope of Services

Subscription Services

• During the subscription period specified in the MoU, Headstart grants you a non-transferable, non-exclusive right to allow authorized users to access and use the Headstart platform, subject to these terms and applicable laws, including the Information Technology Act, 2000 and any other applicable Indian laws. You may add additional services to the MoU through an addendum with associated fees. Subscription Services may be affected by Planned Downtime or Force Majeure.

Allied Services

• Allied Services are offered on an “as is” basis, per the MoU’s terms. You must purchase credits in advance for these services.

Consulting Services

• Consulting services are provided in line with the MoU and are typically rendered remotely in English.

Third-Party Providers

• We may use third-party vendors for service provision. The Company will continue to be liable for the performance of these services in accordance with Section 230 of the Indian Contract Act, 1872.

Use of Subscription Services

By using the Subscription Services, you agree to comply with all applicable Indian laws and regulations, including but not limited to:

• Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021
• You will refrain from unlawful activities, including scraping data, overloading the platform, gaining unauthorized access, or transmitting malicious content.
• Section 43 of the Information Technology Act, 2000

• You agree not to damage or disrupt the services or engage in unauthorized access to user data, which may result in civil or criminal penalties.

Service Usage Limitations:

• You must comply with the usage limits specified in the MoU. The Company reserves the right to monitor usage and charge additional fees in the event of overuse or to suspend services if usage limits are exceeded, in accordance with Section 62 of the Indian Contract Act, 1872.

Fees and Payment Terms

Subscription Fees:

• You will pay the fees for the Subscription Services as outlined in the MoU. Subscription Fees will remain fixed during the subscription term, subject to changes for overuse or the addition of new features. Any pro-rata charges for overuse will be communicated to you.

Allied Services

• Allied Services requires pre-purchased credits. Pricing may be adjusted based on vendor revisions with prior notice.

Consulting Fees and Expenses

• Consulting fees are specified in the MoU. You must reimburse Headstart for any expenses incurred if services are provided on-site.

Payment Gateway Services

• Fees and settlement terms for Payment Gateway services are outlined in the MoU. Pricing may be revised based on vendor adjustments, with advance notice to you.

Termination and Modifications

We reserve the right to modify these Terms of Service at any time, and it is your responsibility to review them regularly. If you do not agree with the updated terms, you may terminate the Agreement as per the provisions of the MoU, subject to Section 62 of the Indian Contract Act, 1872.

Confidentiality

Both parties agree to keep any confidential information, including trade secrets and business information, private, in accordance with Section 72A of the Information Technology Act, 2000. Unauthorized disclosure may lead to civil or criminal liability.

Force Majeure

Neither party will be liable for any failure or delay in the performance of its obligations under this Agreement due to Force Majeure events, as defined under Section 32 of the Indian Contract Act, 1872.

Dispute Resolution and Governing Law

Any disputes arising from this Agreement will be resolved through arbitration in accordance with the Arbitration and Conciliation Act, 1996, with arbitration to be conducted in New Delhi. The Agreement will be governed by and construed in accordance with the laws of India, and any litigation will be subject to the jurisdiction of the courts in New Delhi.

If you are under 18 years of age, please ensure that a parent or guardian reads and consents to these Terms on your behalf. If they do not consent, you are not authorized to use this site or any services provided by HEADSTART INFO TECH (OPC) PVT. LTD.(“Headstart”).

Payment Terms

Subscription Fees:

• All Subscription Fees are payable in advance for the entire Subscription Term before the start of the Billing Cycle, as detailed in the relevant Memorandum of Understanding (MoU). Similarly, Consulting Service fees are to be paid before the commencement of the agreed services, as per the MoU.

Non-refundable Fees:

• All Service Fees are non-refundable and cannot be canceled unless otherwise explicitly stated in the MoU.

Payment Obligations:

• The respective MoU shall govern all payment obligations and other relevant terms.

Invoicing and Payments

• Invoicing Schedule: We will issue invoices before the start of the initial Subscription Term and prior to the provision of any Consulting Services. Thereafter, we will send invoices no later than 45 (forty-five) days before each Billing Cycle or renewal of the Subscription Term or at other times when payments become due.

Payment Deadlines:

• Payments are due within 7 (seven) days from the invoice date unless otherwise agreed in the MoU.

Late Payments:

• In case of late payments, interest will be charged at the rate of 1.5% (one and a half percent) per month or the maximum rate permissible under Indian law, whichever is higher, in accordance with the provisions of the Interest Act, 1978.

Taxes:

• Tax Obligations: All Service Fees are exclusive of applicable taxes, levies, cesses, and other charges. The Customer shall be liable for all such charges as per Indian tax laws.

Tax Deduction:

• If the Customer is required by law to deduct or withhold taxes from payments to us, the Customer must comply with Section 195 of the Income Tax Act, 1961, and any other applicable tax regulations. The Customer will also pay any additional amounts necessary to ensure we receive the full amount due.

Ownership and Intellectual Property Rights

Headstart’s Rights:

• All intellectual property rights in the Headstart platform, including all customizations, adaptations, and derivatives, belong to us. This includes copyrights, trademarks, patents, and trade secrets, as per the Indian Copyright Act of 1957 and the Indian Patents Act of 1970. Any suggestions or feedback the Customer provides shall be considered our property, and the Customer shall assign all such rights to us at no cost.

Customer’s Data Rights:

• The Customer retains ownership of all data provided to us (“Customer Data”). However, the Customer grants us a limited, non-exclusive, and worldwide license to access and use this data to provide the Services.

Marketing Use of Customer Information:

• The Customer consents to our use of their name, website address, and logo in marketing materials during and after the term of engagement, subject to the provisions of the Indian Contract Act of 1872.

Confidentiality

Definition of Confidential Information:

• Confidential Information includes all proprietary data disclosed by either party, such as the Customer’s Data, Headstart’s platform details, business plans, and financial information. Exceptions apply to information that becomes public, is disclosed by a third party, or is independently developed.

Confidentiality Obligations:

• Both parties agree to protect each other’s Confidential Information using reasonable care and restrict access to such information per the terms outlined in this Agreement and Section 72 of the Information Technology Act, 2000. The provisions of this confidentiality clause shall survive termination of the agreement.

Customer Data Protection:

• Data Protection Standards: We will implement industry-standard security measures to protect the confidentiality and integrity of Customer Data in compliance with the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.

Processing of Customer Data:

• The Customer is responsible for ensuring compliance with all applicable data protection laws, such as the Information Technology Act 2000, while we shall act as the data processor.

Retention and Deletion:

• Upon termination of Services, Customer Data will be retained for 30 (thirty) days, after which it will be permanently deleted unless otherwise agreed.

Termination and Suspension

Term and Renewal:

• The Subscription Term will automatically renew unless a non-renewal notice is given at least 30 (thirty) days prior to the renewal date. Consulting Services, if recurring, will auto-renew with the Subscription Term.

Suspension of Services:

• We reserve the right to suspend the Customer’s account with 15 (fifteen) days’ notice if payments are overdue or in cases of unauthorized access, violations of applicable laws, or security risks to the platform.

Termination for Cause:

• Either party may terminate this Agreement upon 60 (sixty) days’ notice if a material breach remains uncured or if one party becomes insolvent, as per the Insolvency and Bankruptcy Code, 2016.

Indemnity

Indemnification by Customer:

• The Customer agrees to indemnify and defend us against any claims or legal actions arising from (i) breaches of this Agreement or (ii) third-party claims relating to intellectual property or data privacy infringements, as per the Indian Copyright Act, 1957, and the Information Technology Act, 2000.

Disclaimers and Limitations of Liability

Warranties:

• Services are provided “as is” without warranties, except those explicitly stated, in accordance with the provisions of the Indian Contract Act of 1872.

Limitation of Liability:

• Neither party shall be liable for any indirect or consequential damages, including loss of profit or data. Our cumulative liability shall not exceed the fees paid by the Customer in the preceding month or INR 10,000, whichever is lower.

Anti-Corruption and Compliance

• The Customer warrants compliance with the Prevention of Corruption Act, 1988, and ensures that no unlawful payments or gifts are made to government officials or entities.

Other Provisions

Force Majeure:

• Neither party shall be liable for delays caused by events beyond their reasonable control, including natural disasters, as defined under Section 32 of the Indian Contract Act of 1872.

Severability:

• If a competent court finds any part of this Agreement invalid, the remaining provisions will remain in full force, as per Section 10 of the Indian Contract Act, 1872.

Governing Law and Dispute Resolution:

• This Agreement is governed by Indian law, with disputes subject to arbitration under the Arbitration and Conciliation Act of 1996. The arbitration will be conducted in Delhi, with the courts in Delhi holding exclusive jurisdiction.

Contact Information

• If you have any questions regarding these Terms of Service, please contact us at [email protected] / [email protected]

• By continuing to use our services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.