Terms and Condition: Partner
Deeppulse Digital India Private Limited, is a company incorporated under the laws of India, with its registered address at S No. 230A/1, 229 Viman Nagar, Lohegaon, Pune – 411014 (“Company” or “we” or “us”).
The Company, through its proprietary web and mobile-based platform, ‘QuiCard’ (“Platform” or “QuiCard”) enables (inter alia) background verification service providers (“BGV Provider(s)” or “you”), to provide your services to Enterprises (defined below).
These Terms of Use (“Terms”) constitute a binding and enforceable contract between the Company and you.
1. General Terms
1.1 By registering a BGV Account, or by otherwise indicating your acceptance of these Terms, you expressly acknowledge and agree that you have read and understood these Terms, agree to these Terms, and are bound by these Terms.
1.2 If you do not agree to these Terms, you may not register a BGV Account, or offer your services on the Platform.
1.3 If you are an individual accepting these Terms on behalf of a BGV Provider i.e. in respect of which the BGV Account has been registered: (a) you represent and warrant that you have full legal authority to bind such BGV Provider to these Terms, and (b) you agree, on behalf of such BGV Provider, to these Terms.
1.4 If you are a natural person creating an BGV Account on your own behalf i.e. to offer your services as an individual or independent verifier / not on behalf of an incorporated entity or firm, or other third-party, you represent and warrant that you are aged eighteen (18) years or above, and have the capacity to execute legally binding contracts under the Indian Contract Act, 1872, and / or any other applicable law.
1.5 You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you will update the contact / point of contact details associated with your BGV Account regularly.
2. Definitions: For the purposes of these Terms, the following capitalised terms shall have the following meanings:
a. “Agreement” means these Terms, along with any contract, agreement, order form, statement of work or any other document or instrument executed between you and the Company that references these Terms.
b. “Authorised User” means each of your employees, contractors, consultants, or other persons within your organisation that: (i) will or could access / utilise your BGV Account for the purposes set out in the Agreement; and (ii) have, or could reasonably be expected to have access to the Candidate Data and/or the Derivative Data.
c. “BGV Account” is the account created by you or on behalf of you on the Platform, which shall enable Enterprises to avail your services via the Platform.
d. “Candidate” means each individual that, on request from an Enterprise, will be the subject matter of background verification to be undertaken by a BGV Provider.
e. “Candidate Data” means any and all data, information, details, and documentation about or in relation to or capable of identifying, a Candidate, and disclosed / provided to you by the Company, such Candidate, third-parties, and/or Enterprises.
f. “Derivative Data” means any and all findings, analyses, reports, compilations, notes, studies, summaries or extracts, or correspondence in whatever form created by you or by an Authorised User or otherwise on your behalf / instructions, which contain or reflect or are generated from any Candidate Data.
g. “Documentation”, in relation to the Platform / its usage includes reference and other manuals, user guides, and all other materials relating to the Platform and usage thereof, as may be provided to you by the Company.
h. “Enterprise(s)” means the individual(s) / entity(s) registered on the Platform to avail background verification of Candidates, and services in relation thereto.
3. License & Permitted Use
3.1 Subject to the terms and conditions of the Agreement, you shall:
a. have a non-exclusive, non-sublicensable, non-transferable, limited right to access and use, and to permit Authorised Users to access and use the Platform through your BGV Account, solely to provide background verification services to Enterprises on request; and
b. be granted (on terms and conditions mutually agreed between you and the Company), a non-exclusive, non-sublicensable, non-transferable, limited license to download, install, and provide your services through the Platform’s web-based application on devices that are owned and controlled by you.
3.2 The rights granted in Paragraph 3.1 above are granted solely for the duration / term agreed by you and the Company in the Agreement
3.3 you shall:
a. be responsible for your, and your Authorised Users’ access to the Platform and your BGV Account in the manner permitted in the Agreement;
b. ensure and procure (in a manner that legally binds the Authorised Users) that your Authorised Users comply with all terms and conditions of the Agreement; and
c. maintain, and ensure that Authorised Users maintain the confidentiality of all login and other credentials that pertain to your BGV Account.
3.4 We will provide you with Level 1 technical support for the Platform via e-mail during our normal business hours, on working days i.e. all days except Saturdays, Sundays, and days on which banking institutions in Pune, India are closed for regular (non-automated) business.
3.5 You hereby agree that you shall not, and shall procure and ensure that your Authorised Users do not (directly or indirectly):
a. modify, translate, copy or create derivative works based on the Platform;
b. reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, Application Programming Interface(s) or underlying ideas or algorithms of the Platform;
c. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or any part thereof or our services available to any third party without the Company’s prior written consent;
d. remove or obscure any copyright, trademark or other proprietary notices, legends or branding contained in or on the Platform (or any part or portion or aspect thereof);
e. utilise the Platform or your BGV Account in any manner that violates any applicable law, or violates any person’s privacy rights under applicable law or otherwise;
f. attempt to bypass or break any security or limiting mechanism, or any other such mechanism in or forming part of the Platform;
g. conduct load testing or penetration testing on your infrastructure that interoperates with the Platform, or conduct such testing or vulnerability assessments on the Platform without the Company’s prior written consent in each instance;
h. gain, or attempt to gain access to any user account(s) on the Platform, except your BGV Account; or
i. gain unauthorised access to, interfere with, damage or disrupt any parts of the Platform, or engage in any other conduct that impacts the availability, reliability, or stability of the Platform.
3.6 Your use of / access to the Platform, registration of a BGV Account, or display / provision of your services on the Platform shall not, in any manner, be construed or considered as a transfer (in any manner) to you, of any right or license to use the Platform in excess of that expressly set forth in the Agreement.
3.7 The Company reserves the right to suspend your access to the whole or any part of the Platform and/or your BGV Account for any reason whatsoever (including but not limited to technical/operational reasons). The Company shall be under no liability to you in such an event. We further reserve the right to permanently terminate your usage of the Platform at any time for any reason, including any breach of the Agreement.
3.8 During the period of your suspension, or upon termination of your BGV Account by the Company, you may not continue to use the Platform under the same BGV Account, a third-party’s registered account on the Platform, or re-register under a new user account.
3.9 You shall, within one (01) day from any suspension or termination of your BGV Account, or within one (01) day from your receipt of a written request from the Company (whichever occurs earlier): (i) deliver to the Company, any and all Derivative Data in your possession; and thereafter, (ii) destroy any and all Candidate Data and Derivative Data, including copies thereof in your possession (whether in physical, electronic, or any other form).
3.10 Provisions of the Agreement which, by their nature should survive the termination of the Agreement and/or your use of or access to the Platform (in any manner), shall survive such termination, including, without limitation, provisions relating to Disclaimers, Indemnity, Limitations of Liability, and Intellectual Property.
4. Security of Candidate Data
Candidate Data (and the collection, processing, and treatment thereof) is subject to applicable data protection regulations and compliances, and you understand that the Company is committed to ensuring that it is processed in an appropriate, lawful, and ethical manner. Pursuant to the same, you hereby represent, warrant, and undertake that, in relation to all Candidate Data and Derivative Data, you will:
4.1 establish, implement and maintain physical, electronic, and procedural safeguards (in-line with best industry practices) to maintain the security and confidentiality of Candidate Data, and Derivative Data including, where applicable, encrypting such Candidate Data and Derivative Data;
4.2 ensure that Candidate Data and Derivative Data in your possession are not accessed, used, processed, stored, or disclosed contrary to the provisions of the Agreement, or any other applicable privacy laws and regulations; and
4.3 promptly comply with all directions and instructions provided to you by the Company, and take such actions and steps as the Company may specify, in connection with the detection, prevention or mitigation of any event(s) resulting in the unauthorised or accidental access or damage to, or use or disclosure of, any Candidate Data or Derivative Data (or the risk of any such access, damage, use or disclosure occurring).
5. Intellectual Property
5.1 As between you and the Company, the Company owns, or has duly licensed all right, title and interest (including, without limitation, all patent, copyright, trademarks, trade secret and other intellectual property rights) in and to the Platform, all Documentation, all related and underlying technology, and any enhancements, improvements, updates, upgrades, and modifications thereto, and all derivative works of or modifications to any of the foregoing. There are no implied licenses granted under the Agreement, and all rights not expressly set forth in the Agreement are hereby expressly reserved and retained by the Company.
5.2 All reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted or offered to the Company on or through the Platform, or otherwise disclosed, submitted or offered in connection with your use of the Platform in any manner (collectively, the “Feedback”) shall be and remain Company property. Such disclosure, submission or offer of any Feedback shall constitute an assignment to the Company of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Feedback. Thus, the Company owns exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Feedback.
5.3 The Company shall be entitled to use (including without limit, to incorporate in the Platform), reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Feedback you submit for any purpose whatsoever, without restriction and without compensating you in any way. The Company shall be under no obligation:
a. to maintain any Feedback in confidence;
b. to pay you any compensation for any Feedback; and/or
c. to respond to any Feedback.
5.4 You agree that any Feedback submitted by you to QuiCard / the Company shall not violate these Terms or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and shall not cause injury to any person or entity, including the Company. You further agree that no Feedback submitted by you to the Company shall be, or contain, libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, chain letters, mass mailings or any form of “spam”, or material which could have an adverse effect or impact on the Company, its standing, reputation, and any goodwill associated with it or its related and associated entities, parent(s), subsidiary(s), successors and assigns.
5.5 The Company may not regularly review your Feedback, but does reserve the right (but not the obligation) to monitor and edit or remove any Feedback. You grant the Company the right to use the name that you submit (whether as a natural person or the entity or firm or proprietorship on behalf of which you submit the Feedback) in connection with any Feedback. You agree not to use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any Feedback you submit. You are and shall remain solely responsible for the content of any Feedback you make and you agree to indemnify the Company (which term in this context shall include its directors, officers, agents, related and associated entities, parent(s), subsidiary(s), successors and assigns) and applicable third-parties, for all claims resulting from any Feedback you submit. The Company takes no responsibility and assumes no liability for any Feedback submitted by you or any third party.
6. Disclaimers
6.1 Except as expressly set forth in these Terms, the Platform, and all related components and information, our services, and the Documentation are provided on an “as is” and “as available” basis without any warranties of any kind, and we do not make any other warranty of any kind, whether express, implied, statutory or otherwise, and specifically disclaim any and all other warranties, including without limitation, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You hereby acknowledge that we do not warrant that QuiCard, or your usage thereof will be uninterrupted, timely, secure, or error-free.
6.2 The functions of the Platform are limited to: (i) enabling Candidates to upload and store their data/information on QuiCard; (ii) enabling (on the Platform) the display of background verification services offered/provided by you; (iii) enabling Enterprises to select BGV Providers that they deem best suited to their verification requirements; and (iv) any other functionalities expressly set out in the Agreement.
6.3 The Company only acts as a technology enabler by making the Platform available for your use; the Company does not act as a commercial intermediary or any similar role, and is not responsible for any activities, acts, or omissions of or by any Candidate or Enterprise that you engage with, in any manner, on the Platform.
7. Indemnity & Limitation of Liability
7.1 By accessing QuiCard / creating a BGV Account / availing the facilities offered to you by the Platform, you agree to defend, indemnify and hold harmless the Company, its employees, directors, officers, agents, related and associated entities, parent(s), subsidiary(s), successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorneys’ fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to the Company or any third-party, including but not limited to breach of any warranties, representations, covenants, undertakings or in relation to the non-fulfillment of any of your obligations under the Agreement, or arising out of your violation of any applicable laws, and infringement of intellectual property or other rights. This Paragraph shall survive the expiry or termination of the Agreement.
7.2 The Company (which term shall include its employees, directors, officers, agents, related and associated entities, parent(s), subsidiary(s), successors and assigns, as applicable) shall not be liable (in any manner) to you or any third-party with respect to any: (a) liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, costs and expenses of whatsoever kind or nature, imposed on, incurred by or asserted against you, and resulting from, arising out of, as a result of, or pursuant to any activities, acts, or omissions of or by any Candidate or Enterprise you associate with, provide services to, or otherwise engage with in any manner, or (b) any indirect, special, incidental or consequential, or punitive damages however arising, damages based on lost revenues or profits, loss of business or goodwill, loss or corruption of data or breaches in system security. These limitations shall apply to the maximum extent permitted by applicable law, whether or not the Company has been advised of the possibility of such damages.
7.3 Notwithstanding anything else contained in the Agreement, the Company’s entire and cumulative liability to you under the Agreement (for any reason whatsoever) shall not exceed the amount actually remitted to you by the Company within the one (01) month immediately preceding the event that gave rise to the liability.
8. Modification of these Terms
The Company may, at any time, modify these Terms without any prior notification to you. The Company will notify you of these changes via the e-mail address provided to us at the time your BGV Account was created, and/or by posting a notice on the Platform, informing you that these Terms have been modified. You can access the latest version of the Terms at any given time on the Platform. In the event the modified terms and conditions of the Terms are not acceptable to you, you should discontinue accessing your BGV Account. However, if you continue to access your BGV Account, you shall be deemed to have agreed to accept and abide by the modified terms and conditions of these Terms.
9. Entire Agreement; Order of Priority
The Agreement constitutes the entire agreement between you and the Company in respect of the subject matter it is applicable to, and supersedes all previous representations, understandings etc. whether oral or in writing made prior to the date of execution of the first document forming part of the Agreement. In the event of a conflict between these Terms, and any other document or instrument forming part of the Agreement, the provisions of these Terms shall prevail. However, where there are additional terms and conditions specifically provided for your or the Company’s rights and obligations, such additional terms and conditions shall, unless they conflict with these Terms, be deemed to be applicable.
10. Severability
If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed to be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms shall continue in effect.
11. Governing Law & Jurisdiction
The Terms shall be construed in accordance with the applicable laws of India. Courts of competent jurisdiction in Pune, India shall have sole and exclusive jurisdiction in any proceedings arising out of these Terms.
Information
- Phone
+91 20 49306342
- Address
402, Konark Epitome, Vimannagar,
Pune 411014, Maharashtra, India