1 SCOPE OF AGREEMENT AND SERVICE
The terms and conditions of service (“Terms of Service”) apply to all service contracts entered into between a Customer and Ctrl-E Technologies Pvt Ltd (Ctrl-E) operating the Qfast communication platform (Qfast). These Terms of Service may be modified only in writing, signed and approved by an authorized representative of Ctrl-E. Ctrl-E’s failure to object to any term or condition contained in any communication from the Customer (including in any purchase order) shall not be deemed a waiver or modification of these Terms of Service.
The terms mentioned herein shall form a part of terms of service which the Customers acknowledges to, and shall be binding on him/her wherein
1.1 ‘Customer’ means a person/company/firm and whenever and wherever applicable its/his heirs, executors, administrators, successors and permitted assigns or any other association of persons who has subscribed to the Qfast Services from Ctrl-E and its successors and assigns.
1.2 ‘Service’ means Ctrl-E’s managed Qfast communication platform that includes design, implementation, network & server management for multichannel contact and communication management.
1.3 ‘Service Content & Delivery’ comprises of hosted service are delivered through Ctrl-E’s infrastructure of servers, storage and networking along with security, operating systems, databases and communication platform software along with other dependent packages. Hosted services are delivered to the customer through internet access and end users and clients use a web browsers from their location to access the same.
1.4 ‘Channel’ means an electronic communication medium such as Chat Messenger, E-mail, Short Messaging Service (SMS) or any other communication medium that is publicly and widely used.
1.5 ‘Channel Equipment’ means any equipment such as server, mobile or cellular equipment which may be used to send communication messages on behalf of the customer through the channels.
1.6 ‘Channel Subscription’ means any subscription to channel gateways or services through APIs or otherwise to enable sending messages on behalf of the customers through the channels.
1.7 ‘Subscription Fee’ means the tariff schedule and all the rates and related conditions such as deposit, activation fee, advances, rental, subscription, usage charges and any other related fee and service charges under the tariff schedule as notified and published by Ctrl-E, from time to time for providing Services and value added/ supplementary Services, wherever applicable.
1.8 ‘Service Boundary’ extends to accepting and delivering messages as defined in the system to the respective channels in line with the respective channel’s usage policy and as allowed by the features and functionality of the Service and does not include any support or service tied to the functioning of the channel in a standalone mode or with a server or a service that does not belong to Ctrl-E, drop in service levels of the channels itself.
1.9 ‘Third Party Service Providers’ refers to all services or service providers upon whom Ctrl-E depends to offer its service to the Customer.
2 ENROLMENT PERIOD
2.1 The period of subscription shall commence upon activation of the Services and shall be subject to address verification, all applicable laws, by-laws, rules, regulation, notifications, orders and directions in line with the law of the land, regulatory authorities / courts / tribunals and other terms mentioned in this document.
3 OBTAINING & UTILIZING THE SERVICE
3.1 The Customer will be required to fill in the Customer Information Form & Service Agreement (CIF) besides furnishing other particulars or documents, as may be required by Ctrl-E to become eligible for subscribing to Services rendered by Ctrl-E. The Customer shall pay to Ctrl-E all charges for the Services including applicable charges for value added / supplementary Services and other payable charges or levies as published and notified by Ctrl-E.
3.2 Ctrl-E reserve the right to seek/ verify the particulars provided in the CIF or in any other documents submitted to Ctrl-E.
3.3 The grant of subscription to the Services is at the sole discretion of Ctrl-E and Ctrl-E reserves the right to reject any application, for any reason and/or without any liability, whatsoever. The information and documents provided by the Customer and /or gathered by Ctrl-E shall become Ctrl-E’ property even if application is rejected.
3.4 For any Channel that is provisioned by Ctrl-E as part of a customer account, the activation will be done within a reasonable time (normally 72 Hours) and subject to the correctness of the particulars given in the CIF. In addition to this, Ctrl-E might require additional information and support from the Customer to complete the provisioning of the channel. Ctrl-E shall use all reasonable endeavors to maintain the channel connection and provide Services on a best effort basis to the Customers throughout the contract period and is in no way responsible on the performance of the channel or delivery of messages through the platform.
3.5 Ctrl-E shall not be responsible for message throughput, delivery, availability or compliance of any channels where Channel Equipment or Channel Subscription is provided by or managed by the Customer.
3.6 Service Quality, functionality, availability and/or reliability of the Services may be affected, and/or Ctrl-E is entitled to, without any liabilities whatsoever, may refuse, limit, suspend, vary or disconnect the service, in whole or in part, at any time, in its sole discretion, with respect to one/all Customers without any notice, for any reason which is found to be reasonable by Ctrl-E and/or the cellular service provider, including, but not limited to the following:
3.6.1 Government’s rules, regulations, orders, directions, notifications, etc. including charges thereto prohibiting and/ suspending the rendering of such Services.
3.6.2 To combat potential fraud, sabotage, willful destruction, etc.
3.6.3 Any discrepancy/ wrong particular(s) provided by the Customer.
3.6.4 Breach of any term or condition of this Terms of Service on the part of the Customer.
3.6.5 If rendering of Services becomes impossible in view of the problems arising on account of Interconnection between Ctrl-E and other third party service providers.
3.6.6 If Services is used in any manner, which violates any law of the land etc., or adversely affects or interferes, in any manner, the rendering of the Services by Ctrl-E and any of the following conditions
3.6.7 Any other reason, which is found to be reasonable by Ctrl-E warranting suspension/ disconnection.
3.6.8 Force-Majeure circumstances (i.e. Act of God)
3.7 In the event of delayed-payment/ non-payment of bills beyond the due date or non-deposit of any applicable fee, charge or deposit etc., or any increase thereof, Ctrl-E reserves the right to totally or partially disconnect the Customer with or without notifying in case of non-payment of the bill by the due date or in case the cheque deposited with Ctrl-E by the Customer towards payment of the bill is dishonored. Although no notice is mandatory, an SMS message sent or call warning notified to the Customer on the telephone number or any other verbal or written communication shall be construed as due notice in this regard. In case of such disconnection effected, the Customer shall have to apply for reactivation of his connection for subscription to the Service, after having absolved himself of the due payment. Ctrl-E reserves the right to charge for such reactivation at such rates as may be determined from time to time. Without prejudice to the generality of the above, it shall be the sole discretion of Ctrl-E to allow or refuse such reactivation.
3.8 Ctrl-E has the right to assign the credit limit to usage of the service and/or value added/ supplementary Services availed by the Customer as per internal policy. In the event of the Customer exceeding his/her assigned credit limit, he will be responsible to forthwith make interim payment (full or partial) to continue to avail Services without any disruption. Ctrl-E further reserves the right to totally/partially disconnect the Customer’s connection, in the case of exceeding the prescribed credit limit. In the event the Customer has exceeded his assigned credit limit, he/she will be responsible to pay all additional usage of Services beyond the stated limit. However, Ctrl-E reserves the right not to bar the service in its sole discretion and any such allowances made by Ctrl-E shall not create any right in favor of the Customer to such increased amount of credit limit in future.
3.9 The Cellular number is and shall always remain the sole property of the cellular service provider. Customer shall not and Ctrl-E does not claim any right, title or interest to the same upon termination and /or deactivation or temporary suspension of Services.
3.10 To assist Ctrl-E in maintaining the quality of Service, the Customer shall comply with all applicable legislations and regulations. The Customer shall also comply with any directions issued by Ctrl-E, which relate to the Services or matters connected thereto and provide Ctrl-E with all information and co-operation that Ctrl-E may reasonably require. The Customer shall not use the Services for any improper, immoral or unlawful purposes under any circumstances.
3.11 The Customer shall inform Ctrl-E in writing of any change in his address and/or any other subsequent change in any particulars provided in the CIF.
3.12 The Customer has understood that depending upon different plans/schemes chosen by him, the charges/fees etc. and additional terms and conditions applicable thereto will be binding on him. The plan/scheme opted by the Customer may be extended or withdrawn by Ctrl-E at its sole discretion at any point of time.
3.13 Customer represents that he/she is fully conversant with the Services and/or value added or supplementary Services provided by Ctrl-E, its specifications, requirements, limitations etc. and has signed the CIF upon such understanding.
Privacy of communication is subject to government regulations and other statutory and regulatory factors. The Customer specifically agrees that in order to facilitate Ctrl-E to provide Services, Ctrl-E may be required to disclose any information or particulars pertaining to the Customer to any law enforcement agency and reserves the right to comply with directions of such Authorities at its discretion under intimation to the Customer.
5 OWNERSHIP OF DATA
Any data that is managed through the Qfast platform will remain the property of the Customer and Ctrl-E will claim no ownership or control over this data. By agreeing to this Terms of Service, the Customer gives explicit permissions to Ctrl-E and any associated third party to perform relevant actions or process the data through the features of the platform and as explicitly defined by the Customer’s configuration environment on the platform.
In the event of any order, direction or request by a law enforcement agency to access such customer data, Ctrl-E will share the same only on an explicit written permission by the Customer
6 BILLING AND PAYMENT
6.1 The Billing Cycle for the Services or value added or supplementary services shall run on a frequency as shall be decided by Ctrl-E from time to time and bills shall be sent to the Customer accordingly. It is incumbent on the Customer to enquire his/her dues and settle the same even in case of non-receipt of the monthly bill for any reason whatsoever.
6.2 Bills will be sent to the address (“billing address”) of the Customer mentioned in the CIF which is duly accepted by Ctrl-E. For any change of address the Customer shall notify Ctrl-E in writing along with such proof as may be deemed necessary by Ctrl-E. Ctrl-E shall not be responsible or liable for non-receipt of bill by the Customer sent prior to Customer informing Ctrl-E of change in address and Customer shall be liable to make payment in respect of such bill/s before due date.
6.3 All charges and others sums including applicable taxes as specified in the bills issued by Ctrl-E shall be paid by the Customer on or before the prescribed due date as specified in the bill. All charges must be paid in full without any deduction, set-off or withholding.
6.4 The Customer must pay to Ctrl-E the subscription charges, opted value added/supplementary service charges, Service Tax and other payable charges for the Services as published and notified by Ctrl-E from time to time. In case any charges are disputed, Customer shall intimate Ctrl-E within two (2) days of receipt of bills. In case of non-receipts of such information, the charges shall be deemed to have been accepted. Customer shall pay full amount of bill raised including disputed charges, pending settlement of dispute.
6.5 All discounts or other special benefits and service features pertaining to the Services announced by Ctrl-E from time to time shall have a time limit as decided by Ctrl-E.
6.6 Any Increase/ addition/ introduction of taxes and/or levy of any taxes, duties or any other statutory charges etc. (present/future) shall be to the Customer’s account without any notice to him and shall at all times deemed to be part of tariff.
7 DELAYED PAYMENT
The payment against monthly bills beyond the due date shall entail surcharge @2% per month, or such other rate/fixed amount as may be decided by Ctrl-E from time to time, over the payment due, from the date it became due till the actual amount of payment. Although no notice is mandatory, call warning or SMS message may be made/sent to the customer at the contact details mentioned in this CIF to notify the Customer about expiry of the due date. In case payment is made after the due date, applicable discount/benefits will stand withdrawn for that bill. This however is prejudice to the rights of Ctrl-E to suspend or disconnect the Services partially or fully due to non-payment. In case of such disconnection, the Customer shall have to pay for re-activation of the Services. Ctrl-E shall have the right to either re-activate the connection on payment of such re-activation charges as may be fixed from time to time or to refuse re-activation.
8 SERVICE HOURS
8.1 Service Operation : The service would be provided 24 hours x 7days a week from Ctrl-E and will be accessible at https://web.qfast.co
8.2 Service Support : Support for the offered services would be provided by the company as per the Customer Support Policy of the company outlined in Section #12 of this document.
9 SCHEDULED MAINTENANCE & UPDATES
9.1 Service Updates : Ctrl-E services is constantly being upgraded with newer versions and patches. A communication would be sent out to all customers when such an upgrade is performed with a summary of changes.
9.2 Preventive Maintenance : Ctrl-E would perform preventive maintenance of the servers and infrastructure once every few weeks. Preventive maintenance would be as far as possible, scheduled during slack hours and normally performed during weekends and will not impact the Service provided to the customer.
9.3 Maintenance Communication : Any significant activity that will cause disruption of services, will be notified to the Customer well in advance with repeated reminders till such activity is initiated and completed.
10 DATA RETENTION
Ctrl-E commits to retain all data pertaining to the service for maximum period of 90 days. After this the data is flushed from the system. If the customer foresees the need for data retention for more than this period, this will need to be communicated to Ctrl-E and this service will be offered under a separate commercial contract. Data retention beyond 90 days is normally performed on secondary storage and will be made available to the customer on a request basis.
11 SERVICE LEVEL
11.1 Service Dependency & Exclusions : The service offered by Ctrl-E is dependent on the capability and features available with each Channel, various third party services and service providers such as communication networks, geo data providers etc. Though Ctrl-E has sufficient engagement with such vendors and parties, it does not take any responsibility for non-functioning, non-accessibility of these technology components or in-accuracies in the data or reports as part of the service. The customer fully acknowledges that all of the data provided as part of this service is on a best effort basis and will not hold Ctrl-E accountable for any in-accuracies. These technology components include communication channels, associated equipment or subscriptions, delivery of messages on such channels, delivery confirmations and computed reports. It is required that the customer reads and fully understands the terms and conditions of usage and availability as published by the service providers of these technology components. If the customer would like to have reliability of these components, the company recommends that the customer enter into a commercial agreement with Ctrl-E or such technology component service providers directly and share necessary integration data with Ctrl-E for reliable service, terms of which may be agreed upon under a separate commercial agreement.
11.2 Service Availability : Ctrl-E commits to providing an uptime and availability of its service of 99%, based on service availability from third party service providers and availability of the channels used for communication. Ctrl-E or the third party service providers are not liable to the customer or any third party, either directly, in-directly, incidental or consequential of any kind as a result of the service or service disruption.
11.3 Service Response Time : The response of the end service includes access to the web interface for managing the account, users, contacts, campaigns and communication in addition to the delivery of messages from and to channels.
11.3.1 All web application should load normally within 10-15 Seconds.
11.3.2 All pages containing tabular reports should load normally within 15-20 seconds.
11.3.3 Average message throughput of channels is outlined below :
60 Messages / minute
Where Channel is provided by Ctrl-E
60 Messages / minute
Channel as recommended by Ctrl-E is subscribed to and provided by the Customer
4 Messages / minute
Subject to the Customer adhering to usage policies of the channel and not being black listed by the channel
11.4 Disclaimer : Ctrl-E expects its customers to abide by the individual terms and conditions, usage policies and guidelines of each of the channel providers and or any cellular providers and associated services that form a part of this solution, accessed either directly or indirectly through API’s. Ctrl-E will not be responsible under any circumstances for any such breach by the Customer.
12 SUPPORT STRUCTURE
Ctrl-E operates a support center to answer queries, troubleshoot installation and provide support as raised by customer during contract period in accordance with the support methodology practiced by the company as mentioned below :
12.1 Mode of Support : The company offers access to its trained engineers through :
Telephone (10 Hrs a day x 5 Days a week)
Support Form or E-Mail (24 Hrs a day x 7 Days a week)
12.2 Support Center Activities : Ctrl-E at its support center, performs the following activities for services as well as the other applications / services that are offered by the company.
· Account / Channel Provisioning
· Customer account / feature walk-through or assistance
· Remote Troubleshooting of generic usage issues.
· Billing / Account Clarifications
12.3 Problem Management & Resolution : Once a problem has been reported, a central management software ensures ticket generation, appropriate ticket distribution to our support engineers. The generated ticket number is communicated to the customer and the customer may correspond further on the problem resolution based on this ticket number.
12.4 Mean Time to Respond (“MTTR”) : Ctrl-E commits to a Mean Time to Respond (“MTTR”) and shall endeavor to respond to the customer within four (4) Hrs during business hours and 12 Hrs during off-business hours of a problem being reported.
12.5 Resolution Time : Ctrl-E commits to resolve or offer assistance to a problem reported in the least possible time frame. In the event, that we observe that the problem will take significantly longer to resolve, the company will evaluate the same and communicate to the customer.
13 CUSTOMER’S RESPONSIBILITY
13.1 Designate Personnel : The customer will designate the primary contact recorded in this agreement as the coordinator to interact with Ctrl-E’s personnel for design, implementation and support issues as applicable.
13.2 Ownership of Content: Data, files and other content used through the Services may be protected by intellectual property rights of others. The Customer will not copy, upload, download, or share data & files unless the Customer has the right to do so. The Customer will be fully responsible and liable for what is copied, shared, uploaded, downloaded or otherwise used while using Ctrl-E’s Qfast Services. The Customer will not upload spyware or any other malicious software to the Service.
13.3 Security Procedures : The customer’s authorized personnel and agents would have access to managing key Personally Identifiable Information (PII) of contacts managed through the service offered by Ctrl-E. The customer will implement internal security policies and procedures for safeguard of passwords and restrict access to authorized personnel only as may be required for managing such information.
14 SOFTWARE, TITLE & FEEDBACK
These terms do not grant the Customer any right, title, or interest in the Services, Software, or the content in the Services. Any feedback, comments, or suggestions may be used and incorporated into the services by Ctrl-E without any obligation to the Customer. The Software and other technology Ctrl-E uses to provide the Services are protected by copyright, trademark, and other laws of both the India and other countries. These Terms do not grant the Customer any rights to use the CtrlE trademarks, logos, domain names, or other brand features.
15 TRANSFER OF ACCOUNT
The Customer is entitled to transfer the subscription to another entity or individual. Such transfer may be feasible, only under a written request on the letter head of the company with specific information on the reason for transfer and supported by a copy of a new CIF duly signed by the transferee. If any channels owned and managed by the transferor are also to be transferred, then the same may be communicated in the request, failing which the transferee will require new channels to be provisioned.
16.1 The Customer cannot use Services for any unlawful, immoral or abusive purposes or for sending obscene, threatening, harassing messages or sending message or communications that affect/infringe national interest, or create any damage or risk to Ctrl-E or its Service Infrastructure and/or other Customer(s). Any such infringement or misuse shall under no circumstances be attributed to Ctrl-E and the Customer shall be solely responsible for all such acts. The Customer herby agrees to Indemnify and hold harmless Ctrl-E and its Officials/agents from all suits, costs, damages or claims of any kind arising out of any act or omission or misuse of the Service by the Customer or any other person with or without consent of the Customer.
16.2 The Customer hereby agrees to indemnify and hold Ctrl-E harmless against any claim against Ctrl-E for libel or slander arising out of communications sent or received by Customer on Ctrl-E’ Service. The Customer shall also indemnify Ctrl-E against any claim against Ctrl-E arising out of any infringement or violation of copyright by the Customer or by anyone else using the channels provisioned for the customer.
16.3 Ctrl-E shall not be responsible for any civil or criminal liability incurred by the Customer due to misuse of the Service provided by Ctrl-E.
17 AMENDMENTS TO TERMS AND CONDITIONS
Ctrl-E may at its sole discretion vary, alter or amend any term(s) forming part of the Terms of Service due to regulatory, administrative and/or commercial compulsions or for any other reason considered necessary in the interest of the business operations. Ctrl-E shall also have the right to amend this Terms of Service if this is necessary for the proper provisioning and conduct of the Services or in Public interest or is mandated by any change in applicable law or regulation.
18 OTHER TERMS & CONDITIONS
18.1 Ctrl-E makes no express or implied warranties, guaranties, representations, or undertaking, whatsoever, regarding the Service, except those expressly mentioned in this document.
18.2 Ctrl-E shall not be liable to the Customer and/or any person, firm, body corporate claiming through, under, or interest for the Customer and the Customer hereby waives and agrees to continue to waive all claims/ actions for any delays, losses including, but not limited to, loss of business, profit, revenue or goodwill, damages, fees, costs, expenses, orders, Judgment, etc. direct, incidental or consequential arising out of any interruption, delays, errors or defects or other failure with respect to the Service and or value added / supplementary Services or billing arrangements, payments or collections even if Ctrl-E has been advised of the possibility of such damages. In no event, shall the liability if it arises, can exceed the amount paid by the Customer for the service in question for the said timeframe. Further, the Customer remains solely responsible for his/her own negligence, acts or omissions.
18.3 Ctrl-E shall not be liable for any act of commission or emission of any third party/ suppliers/ manufacturers/ including any agency/ company offering any privilege or benefits to Customers without specific permission or authority of Ctrl-E.
18.4 Ctrl-E’ contractual rights and remedies, as well as those available at law or equity, are in independent and cumulative.
18.5 The Customer has fully read/has been explained in vernacular, verbatim the Terms of Service and has understood the contents hereof and has signed the CIF in token of its consent, with the clear understanding that it is valid and binding document on both parties and can be enforced by them in accordance with law.
18.6 In case the Customer is a company/firm or any subscription is taken in the name of the company/firm, the CIF shall be duly signed and sealed by its constituted and authorized signatory. Company/ firm shall intimate Ctrl-E in writing, immediately, in case of any change in the constituted and authorized signatory.
18.7 Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Arbitration Act rules framed by the Govt. of India and the location of arbitration will be Bangalore City, India. This contract will be subject to the laws as in-force by the Government of India, state of Karnataka with jurisdiction set to Bangalore city.
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