1. Definitions
"Agreement" means these Terms of Service together with any applicable Order Form, Statement of Work, or Schedule executed between the parties.
"AravaliStack" or "Platform" means the enterprise on-premise Platform as a Service software, including all modules, updates, patches, documentation, and APIs made available by the Company under this Agreement.
"Company" means Rajendra Management Pvt. Ltd. (operating as TechRajendra®), its successors, and permitted assigns.
"Customer" means the enterprise entity that has executed an Order Form or accepted these Terms.
"Customer Data" means all data, workloads, and information processed by Customer using the Platform on Customer's own infrastructure.
"Documentation" means the technical, operational, and user documentation provided by the Company with respect to the Platform.
"Authorised Users" means the employees, contractors, or agents of Customer who are authorised by Customer to access and use the Platform under the Agreement.
"Subscription Term" means the period specified in the relevant Order Form during which Customer is licensed to access and use the Platform.
2. Licence Grant
Subject to Customer's full compliance with this Agreement and timely payment of all applicable fees, the Company grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable licence during the Subscription Term to: (a) install and operate the Platform on Customer's own approved infrastructure; (b) permit Authorised Users to access and use the Platform solely for Customer's internal business operations; and (c) use the Documentation for the purpose of operating the Platform.
The licence expressly excludes the right to: (i) sublicense, resell, or otherwise commercially exploit the Platform or any part thereof to third parties, except where Customer is a Managed Service Provider ("MSP") that has entered into a separate MSP Agreement with the Company; (ii) modify, adapt, translate, or create derivative works of the Platform software; (iii) reverse engineer, decompile, or disassemble the Platform except to the extent permitted by applicable law; or (iv) remove or obscure any proprietary notices.
Open-source components incorporated into the Platform are licensed under their respective open-source licences, which are listed in the Platform's NOTICE file and available upon written request.
3. Customer Obligations
Customer shall: (a) be responsible for all activities conducted by Authorised Users under Customer's credentials; (b) implement and maintain reasonable physical, technical, and administrative security controls to protect access to the Platform; (c) comply with all applicable laws and regulations in connection with its use of the Platform, including the DPDP Act, applicable sector-specific regulations (including RBI, SEBI, IRDAI guidelines where applicable), and export control laws; (d) promptly notify the Company of any known or suspected security breach affecting the Platform; and (e) use the Platform only for lawful purposes and not in any manner that could damage, disable, or impair the Platform.
Customer is solely responsible for the accuracy, legality, and adequacy of Customer Data, and for obtaining all consents and authorisations required to process such data through the Platform. The Company does not access, process, or view Customer Data in ordinary course. Any support engagement requiring access to Customer Data will be conducted under a separate data processing addendum.
4. Fees, Payment, and Renewal
Fees for the Platform are set out in the applicable Order Form. Unless otherwise agreed: (a) all fees are invoiced annually in advance in Indian Rupees; (b) payment is due within thirty (30) days of invoice date; (c) undisputed amounts not paid within the due date shall attract interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower; and (d) the Company reserves the right to suspend access to support services (but not to the installed Platform software) upon thirty (30) days' written notice of non-payment.
Subscriptions renew automatically for successive Subscription Terms equal in duration to the initial term unless either party provides written notice of non-renewal at least sixty (60) days prior to the expiry of the then-current Subscription Term. The Company reserves the right to adjust fees at renewal upon sixty (60) days' prior written notice.
All fees are exclusive of applicable taxes. Customer shall be responsible for all goods and services tax (GST), withholding tax, or other statutory deductions applicable under Indian law. If Customer is required to withhold any taxes, the gross amount payable shall be increased such that the Company receives the net amount equal to the agreed fee.
5. Intellectual Property
The Platform, including all software, algorithms, interfaces, documentation, and proprietary methods embodied therein, is and remains the exclusive intellectual property of the Company or its licensors. Nothing in this Agreement transfers any ownership interest in the Platform or the Company's intellectual property to Customer.
Customer retains all right, title, and interest in Customer Data. Customer grants the Company a limited, non-exclusive licence to access Customer Data solely to the extent necessary to provide support services as requested by Customer.
AravaliStack™, TechRajendra®, and related marks are registered or unregistered trademarks of Rajendra Management Pvt. Ltd. Customer shall not use these marks without prior written consent, except to the extent necessary to accurately identify the Platform in ordinary business communications.
6. Confidentiality
Each party ("Receiving Party") agrees to: (a) hold in strict confidence all Confidential Information of the other party ("Disclosing Party"); (b) use Confidential Information solely for the purposes of this Agreement; and (c) restrict disclosure of Confidential Information to those employees or contractors who need to know such information and who are bound by confidentiality obligations no less protective than those set out herein.
"Confidential Information" means all non-public information disclosed by either party that is designated as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure, including the Platform's source code, architecture, pricing, and Customer Data. Confidentiality obligations survive termination of this Agreement for a period of five (5) years.
7. Warranties and Disclaimers
The Company warrants that: (a) it has the right and authority to grant the licence set out in Clause 2; (b) to its knowledge, the Platform does not infringe the intellectual property rights of any third party; and (c) the Platform will perform materially in accordance with the Documentation during the Subscription Term.
EXCEPT AS EXPRESSLY SET FORTH IN THIS CLAUSE, THE PLATFORM IS PROVIDED "AS IS." THE COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.
8. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) THE COMPANY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
The limitations in this Clause shall not apply to: (i) death or personal injury caused by negligence; (ii) fraud or fraudulent misrepresentation; (iii) Customer's obligation to pay undisputed fees; or (iv) any liability that cannot be limited under applicable law.
9. Indemnification
By Company: The Company shall defend, indemnify, and hold harmless Customer against any third-party claim alleging that the Platform, as provided by the Company and used in accordance with this Agreement, infringes the intellectual property rights of such third party. This indemnity shall not apply where the claim arises from: (i) modifications to the Platform made by Customer; (ii) combination of the Platform with third-party products not approved by the Company; or (iii) use of the Platform in violation of this Agreement.
By Customer: Customer shall defend, indemnify, and hold harmless the Company against any third-party claim arising from: (i) Customer's breach of this Agreement; (ii) Customer Data, including any claim by a data principal in respect of processing of their personal data through the Platform; or (iii) Customer's use of the Platform in violation of applicable law.
10. Term and Termination
This Agreement commences on the date of execution of the applicable Order Form and continues for the Subscription Term, unless terminated earlier in accordance with this Clause.
Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or is subject to winding-up or insolvency proceedings that are not dismissed within sixty (60) days.
Effect of Termination: Upon termination or expiry, the licence granted herein shall immediately cease. Customer shall certify in writing, within thirty (30) days, that all copies of the Platform software have been destroyed or returned. Clauses 5 (Intellectual Property), 6 (Confidentiality), 7 (Warranties — Disclaimer section), 8 (Limitation of Liability), 9 (Indemnification), 11 (Governing Law), and any payment obligations accrued prior to termination shall survive.
11. Governing Law, Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws provisions.
Escalation: The parties shall first attempt to resolve any dispute through good-faith negotiations at senior management level for a period of thirty (30) days from written notice of the dispute.
Arbitration: If the dispute is not resolved through negotiation, it shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996, as amended, by a sole arbitrator mutually agreed upon by the parties. The seat and venue of arbitration shall be New Delhi. The language of arbitration shall be English. The award shall be final and binding. Notwithstanding the foregoing, either party may seek emergency injunctive relief from the courts of New Delhi.
12. General Provisions
Entire Agreement: This Agreement, together with all Order Forms and Schedules, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties, and understandings.
Amendment: No amendment to this Agreement shall be effective unless made in writing and signed by authorised representatives of both parties.
Assignment: Customer may not assign this Agreement or any rights hereunder without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
Severability: If any provision of this Agreement is held to be unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.
Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, or governmental action.
Notices: All legal notices under this Agreement shall be in writing and delivered by registered post, courier, or email with read-receipt to the addresses specified in the Order Form. Notices to the Company shall be addressed to: Legal Department, Rajendra Management Pvt. Ltd., Plot No. 190, 3rd Floor, Pocket A2, Sector 17, Golf Course Road, Dwarka, New Delhi – 110075.