Platform Agreement
This PLATFORM AGREEMENT is entered into,
BY AND BETWEEN:
(1) HELENA EDTECH PRIVATE LIMITED, a private limited company incorporated under the Companies Act, 2013, with corporate identity number U62099GJ2020PTC112589 and having its registered office at 30, Omkar House, Nr Swastik Char Rasta, Navrangpura, Ahmedabad, Gujarat, India – 380009, (hereinafter referred to as the “Company”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors, assigns and Subsidiary(ies)(defined below), acting for itself and on behalf of its wholly owned Subsidiary(ies) (defined below), of the FIRST PART;
AND
(2) THE INDIVIDUAL OR ENTITY WHO USES THE PLATFORM (DEFINED BELOW) AND PROVIDES THE SERVICES (DEFINED BELOW), (hereinafter referred to as the “Partner”, which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include his/her heirs, nominees, executors, permitted assigns and administrators, as the case may be) of the SECOND PART.
Particulars of the Partner shall be as communicated by the Partner to the Company.
(‘Company’ and ‘Partner’ are hereinafter individually referred to as such or the “Party” and collectively referred to as the “Parties”.)
WHEREAS:
(A) The Company operates a technology platform known as ‘Vittam by EduFund’ (available at https://edufund.in/, https://vittamfin.com/, and via its mobile application) and any other platform developed by the Company from time to time for management and distribution of the Products (as defined below) (“Platform”). The Products offered through the Platform are provided by the Company and Subsidiary(ies) (as defined below).
(B) The Subsidiary(ies) engage in the business activities set forth in Schedule 1.
(C) The Partner is desirous of being empanelled/appointed to provide the Services (as defined below) in connection with the Products (as defined below), and the Company (on behalf of its Subsidiary(ies), as applicable), based on the representations, warranties, indemnities, undertakings, and covenants provided by the Partner, is willing to accept such empanelment/appointment, subject to the terms and conditions set forth herein.
(D) The Parties are entering into this Agreement to record the terms and conditions governing their relationship.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. DEFINITIONS, INTERPRETATION AND ORDER OF PRECEDENCE
1.1 Definitions. As used in this Agreement, the terms and expressions when used with the first letter capitalized as set out in Schedule 3 shall have the meanings assigned to them in the said Schedule. But, if such capitalized term is not defined in Schedule 3, it will have the meaning as indicated in other parts of this Agreement, where indicated.
1.2 Interpretation. The rules of interpretation set out in Schedule 3 shall apply to this Agreement.
2. APPOINTMENT OF PARTNER AND SERVICES
2.1 The Partner is hereby empanelled/appointed by the Company (on behalf of its Subsidiary(ies), as applicable) to provide the Services in connection with the Products, based on the representations, warranties, indemnities, undertakings, and covenants provided by the Partner, and the Partner hereby accepts such empanelment/appointment.
2.2 The Partner shall provide the Services to the Subsidiary(ies) of the Company, and if applicable, the Company, in accordance with the terms and conditions set forth in this Agreement.
2.3 The Partner acknowledges that, by entering into this Agreement, neither the Company nor any of its Subsidiary(ies) provides any assurance or guarantee of a minimum revenue commitment or revenue generation.
3. TERM
This Agreement will start on the Commencement Date and remain in effect until the later of the following, unless terminated earlier in accordance with this Agreement (“Term”):
(a) the date on which the Partner discontinues its use of the Platform by completing the de-registration process; or
(b) the date on which all obligations under this Agreement have been completed to the satisfaction of the Subsidiary(ies), and if applicable, the Company.
4. FEES
4.1 In consideration for the Partner performing the Services pursuant to the terms of this Agreement, the Subsidiary(ies), and if applicable, the Company shall pay to the Partner the applicable Fees as communicated from time to time by the Company and/or Subsidiary(ies), as the case may be, in accordance with the terms specified in Partner Specific Terms and Conditions. It is hereby agreed amongst the Parties that upon death of the Partner, the legal heir of the Partner shall be entitled to receive the accrued Fees for which services have been successfully rendered by the Partner.
4.2 The Fees payable by the Company and/or Subsidiary(ies), as the case may be, to the Partner under this Agreement shall be subject to applicable withholding Taxes, which the Company and/or Subsidiary(ies), as the case may be, shall deduct and remit as required by Applicable Laws. The Fees is exclusive of any applicable Taxes, including goods and services tax or any similar taxes, levies, or charges imposed by any Governmental Authority. The Company and/or Subsidiary(ies), as the case may be, shall pay such applicable Taxes to the Partner over and above the Fees, and the Partner shall be responsible for remitting such Taxes to the relevant Governmental Authority in accordance with Applicable Laws.
5. REPRESENTATION AND WARRANTIES
5.1 In addition to the representation and warranties set out in Partner Specific Terms and Conditions, the Partner represents and warrants to the Company and its Subsidiary(ies), as follows:
(a) where the Partner is body corporate, it has been duly incorporated, organised and/or established and is validly existing under the laws of the jurisdiction of its incorporation, organisation or establishment (as the case may be) and has the relevant approvals to conduct the Services in accordance with the terms of this Agreement;
(b) this Agreement constitutes a legal, valid and binding agreement of the Partner, enforceable against the Partner in accordance with its terms;
(c) it possesses all requisite certificates, authorisations, licences and permits (whether issued by any regulatory authority or otherwise) for the performance of the Services;
(d) it shall, at all times during the performance of the Services, keep itself acquainted with and comply with all Applicable Laws;
(e) the Partner and/or the Partner’s Personnel (where the Partner is body corporate) have the necessary skill and expertise which would reasonably be expected to be observed by a skilled and experienced person engaged in carrying out activities the same as, or similar to, the Services on the terms set out in this Agreement.
6. COVENANTS OF THE PARTNER
6.1 The Partner hereby covenants to the Company and its Subsidiary(ies), that:
(a) unless specifically authorised in writing by the Subsidiary(ies), and if applicable, the Company, it shall not have any authority to incur expenditure in the name or for the account of the Company and Subsidiary(ies) or hold itself out in any way as having authority to bind the Company and Subsidiary(ies);
(b) it shall comply with the requirements specified in Partner Specific Terms and Conditions, and shall perform the Services in accordance with Applicable Laws and Good Industry Practice;
(c) the Partner and all Partner’s Personnel owe a duty of loyalty to the Company and the Subsidiary(ies) and shall not use their positions to profit personally at the expense of the Company and Subsidiary(ies) (financially or otherwise);
(d) it shall process all Personal Data strictly in accordance with the Subsidiary’s, and if applicable, the Company’s instructions and applicable DP Laws. The Partner must immediately notify the Subsidiary(ies), and/or the Company (if applicable), of any legal requirement, suspected breach of DP Laws, or actual Personal Data Breach affecting confidentiality, integrity, or security of Personal Data. The Partner shall implement and maintain appropriate technical and organizational security measures to protect Personal Data, promptly notify the Subsidiary(ies), and if applicable, the Company, of any incidents, and fully cooperate with the Subsidiary’s, and if applicable, the Company’s reasonable requests including assistance with data subject rights, impact assessments, breach notifications, and audits to ensure compliance with DP Laws. Upon termination, the Partner shall return or securely delete all Personal Data, retaining only legally required archival copies under strict confidentiality. Failure to comply shall be deemed a material breach, entitling the Company to immediate termination and indemnification for any damages incurred; and
(e) it shall notify the Subsidiary(ies), and/or the Company (if applicable), immediately upon any failure of the Partner to maintain necessary authorizations or licenses, including but not limited to any violations of the Applicable Laws by the Partner, which affects its ability to perform its duties.
7. INDEMNITY
The Partner shall defend, hold harmless and indemnify the Company, Subsidiary(ies) and any of their Affiliates, its or their respective directors, officers, employees and agents, from and against any and all losses, claims, costs, liabilities, damages (including any loss of, or damage to, any property of, or injury to or death of, any person) and expenses suffered or incurred by the Company, Subsidiary(ies), any of their Affiliates, its or their respective directors, officers, employees and agents (the “Indemnified Persons”) arising from or in connection with any fraud, wilful or negligent act or omission by the Partner or its officers, directors, employees, agents or subcontractors and/or any breach by the Partner of this Agreement, Applicable Laws or arising directly or indirectly out of the performance by the Partner of its obligations under this Agreement.
8. PROJECT MANAGEMENT AND PERSONNEL
8.1 The Company and/or Subsidiary(ies), as the case may be, may appoint one or more person(s) engaged by it as the project representative (“Project Representatives”), as communicated from time to time by the Company and/or Subsidiary(ies), as the case may be, to the Partner, to coordinate matters related to the Services. The Partner agrees to follow all reasonable instructions given by the Company and/or Subsidiary(ies), as the case may be, or its Project Representatives from time to time.
8.2 The Partner shall provide reports and any related information about the Services, as reasonably requested by the Company and/or Subsidiary(ies), as the case may be, in the format specified by the Subsidiary(ies) or Company.
8.3 The Partner shall maintain accurate records of all activities related to the Services and shall make such records available for review or provide copies upon request by the Company or Subsidiary(ies).
9. PARTNER’S REPRESENTATIVE AND PERSONNEL
Where the Partner is a body corporate, it shall, at the time of signing up on the Platform, identify its representative (“Partner Representative”), who may be changed by written intimation to the Subsidiary(ies) and/or the Company (if applicable). Where the Partner is any Person other than a body corporate, the Partner itself shall be the Partner Representative. If the Partner Representative (where applicable) leaves, is unable to continue, or is removed, a qualified replacement must be appointed without delay. The Subsidiary(ies) and/or the Company (if applicable) may rely on the Partner Representative to act on the Partner’s behalf, and the Partner is fully responsible for the acts of its Partner Representative. The Partner shall ensure all personnel involved in the Services are qualified and competent, and shall promptly replace any found unfit with an equally or better qualified person.
10. INTELLECTUAL PROPERTY RIGHTS AND RELIANCE
All intellectual property rights in any Project Materials, deliverables, or work product created or developed by the Partner under this Agreement shall vest exclusively and immediately in the Subsidiary(ies), and/ or the Company (if applicable), and the Partner irrevocably assigns all such rights, including copyrights and moral rights, without additional consideration. The Partner warrants that the Project Materials are original and do not infringe any third-party rights, and agrees to indemnify, defend, and hold harmless the Company, Subsidiary(ies), and their Affiliates from any claims or losses arising from such infringement. This clause shall survive termination or expiry of the Agreement and supersedes any conflicting provisions.
11. CONFIDENTIALITY
The Partner shall keep all Confidential Information, and any non-public information related to the Company and/or the Subsidiary(ies) and/or Services strictly confidential and use it only for the purposes of this Agreement. Confidential Information may be shared only with authorized personnel on a need-to-know basis, who must also maintain confidentiality. This obligation excludes information already public, lawfully known, or received from a third party without breach. The Partner may disclose Confidential Information if required by law, provided that it gives the Company and/or the Subsidiary(ies) prompt written notice of such requirement (to the extent legally permitted) to allow the Subsidiary(ies) and/or Company to seek protective measures. The Partner acknowledges that breaches may cause irreparable harm, entitling the Company and Subsidiary(ies) to injunctive relief. This Clause shall survive termination or expiry of the Agreement and supersedes any conflicting provisions.
12. SUSPENSION AND TERMINATION OF THIS AGREEMENT
12.1 The Company (on behalf of the Subsidiary, as applicable) may terminate this Agreement immediately by written notice if the Partner:
(a) is in material breach of this Agreement; and/or
(b) undergoes insolvency events such as inability to pay debts, winding-up, or appointment of a receiver; and/or
(c) fails to maintain necessary authorizations, licenses, or approvals to perform its duties and obligations under this Agreement; and/or
(d) ceases to conduct its business with respect to the Services; and/or
(e) commits fraud or engages in any unethical or unlawful conduct;
(f) undergoes any material adverse event affecting its ability to provide the Services;
(g) dies or becomes disabled affecting his ability to carry out its duties under this Agreement; and/or
(h) is in breach of provisions of Clause 11 (Confidentiality).
12.2 This Agreement may be terminated at any time by mutual written agreement of the Parties.
12.3 The Company (on behalf of the Subsidiary, as applicable) may at any time suspend this Agreement and the access of the Partner to the Platform. In case this Agreement remains suspended for a period of 90 (ninety) days, then the Company (on behalf of the Subsidiary, as applicable) shall have the right to terminate this Agreement by providing a notice of termination to the Partner.
12.4 In addition to the consequences of termination, if any, provided in Partner Specific Terms and Conditions, termination shall not affect accrued rights or obligations prior to termination. The Partner shall immediately hand over all Project Material and Confidential Information. The Subsidiary(ies) and/or Company, as the case may be, shall pay for all satisfactorily completed work. If Fees were paid in advance for unperformed services, the excess shall be refunded. The Subsidiary(ies) and/or Company, as the case may be, will release payment only for services actually performed up to termination. Upon such termination, the Subsidiary and/or Company, as the case may be, is not liable to pay for any work or costs incurred after termination.
12.5 The Parties agree that Clauses intended to survive termination, including confidentiality, intellectual property, indemnity, and payment obligations, will survive termination of this Agreement.
13. ASSIGNMENT AND SUB-CONTRACTING
The Partner shall not assign, sublicense, transfer, create a charge over or otherwise dispose of any of its rights or subcontract, transfer or otherwise dispose of any of its obligations under this Agreement. The Company shall at all times have the right to assign this Agreement to its Affiliate(s), including without limitation the Subsidiary(ies).
14. NOTICES
14.1 Any notice or other communication to be given under this Agreement shall be in writing, which includes electronic mail and may be delivered or sent by post, or electronic mail to the Party to be served at its address as specified in the name clause of this Agreement or at such other address as a Party may have notified to the other Party in accordance with this Clause 14.1 (as the case may be). All notices to the Company should be copied to the relevant Subsidiary(ies) at the address specified in Schedule 1 (Details of Subsidiary(ies)).
14.2 In proving service of a notice or other formal communication, it shall be sufficient to prove that delivery was made or that the envelope containing the communication was properly addressed and posted either by prepaid post or by prepaid airmail or that the e-mail was properly addressed and transmitted by the sender’s server into the network and there was no apparent error in the operation of the sender’s e-mail system (as the case may be).
15. FORCE MAJEURE
15.1 Neither Party shall be liable for any failure to perform any of its obligations under this Agreement if the performance is prevented, hindered or delayed by a Force Majeure Event (defined below), and in such case its obligations shall be suspended for so long as the Force Majeure Event continues. Each party shall promptly inform the other of the existence of a Force Majeure Event and shall consult together to find a mutually acceptable solution.
15.2 Whenever a Force Majeure Event occurs, the Partner shall allocate limited resources between or among its own work and the Services to be performed under this Agreement, and the Company and/or Subsidiary(ies), as the case may be, shall receive at least the same priority in respect of such allocation as the highest priority given to the Partner’s own work.
16. GOVERNING LAW AND JURISDICTION
16.1 This Agreement shall be governed by and construed in accordance with the laws of India.
16.2 The courts of Ahmedabad, Gujarat, have exclusive jurisdiction to settle any dispute arising from or connected with this Agreement (a “Dispute”).
17. ARBITRATION
17.1 All disputes arising in connection with this Agreement shall, to the extent possible, be settled amicably by prompt good faith negotiations between the representatives of the Parties. In default of such amicable settlement within 30 (thirty) days of the commencement of discussions, the dispute shall be settled under the (Indian) Arbitration and Conciliation Act, 1996. All proceedings of the arbitration shall be in the English and the venue of arbitration shall be Ahmedabad, India. The arbitration shall be conducted before a sole arbitrator. All claims and counterclaims (including non-monetary and declaratory claims) shall, to the extent such claims or counterclaims are known at the time any arbitration is commenced, be consolidated and determined in the same arbitration proceeding. The arbitrator shall, inter alia, have the authority to award declaratory relief and consider and award specific enforcement of this Agreement.
17.2 Nothing shall preclude a Party from seeking interim equitable or injunctive relief, or both, from any court having jurisdiction to grant the same. The pursuit of equitable or injunctive relief shall not be a waiver of the duty of the Parties to pursue any remedy for monetary losses through the arbitration described in this Clause.
18. GENERAL
18.1 No Partnership
Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or other fiduciary relationship between the Parties. No Party shall have any authority to bind or represent the other Party in any manner or for any purpose whatsoever. Each Party confirms that it is acting on its own behalf and not as an agent or representative of the other.
18.2 Third Party Rights
A person who is not a Party to this Agreement has no right to enforce any term of this Agreement.
18.3 Waiver
The rights of each Party under this Agreement may be exercised as often as necessary and may be waived only in writing and specifically. Delay in exercising or non-exercise of any such right is not a waiver of that right.
18.4 Further Assurance
Each Party shall, at its own expense, at all times from the Commencement Date, do or procure the doing of all things as may be required to give full effect to this Agreement, including the execution of all documents.
18.5 Entire Agreement
This Agreement constitutes whole agreement between the Parties relating to the transactions contemplated by this Agreement and supersede all previous agreements between the Parties relating to the subject matter of this Agreement.
18.6 Severability
The provisions of this Agreement are severable and enforceable independently of each other. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions.
18.7 Amendment
Any amendment to this Agreement shall not be binding on the Parties unless set out in writing, expressed to vary this Agreement and signed by authorised representatives of each of the Parties.
18.8 Execution and Counterparts
This Agreement is executed and accepted by the Partner through electronic means by way of a click-wrap process on the Platform. The Partner’s affirmative action in selecting the “I Agree” (or equivalent) option shall constitute valid acceptance and execution of this Agreement, and no physical or digital signature shall be required for its enforceability. This Agreement may also be executed in any number of counterparts (including by electronic transmission), each of which shall be deemed an original, and all of which together shall constitute the same instrument. Acceptance through the click-wrap process shall be deemed execution of an original counterpart.
SCHEDULE 1
DETAILS OF SUBSIDIARY(IES)
| NAME OF THE SUBSIDIARY | REGISTERED OFFICE ADDRESS | CIN / OTHER REGISTRATIONS | BUSINESS |
|---|---|---|---|
| Edubillions Tech Private Limited (“ETPL”) | 30 Omkar House, Nr Swastik Char Rasta, Navrangpura, Ahmedabad, Gujarat, India – 380009 |
CIN: U72900GJ2022PTC136100 AMFI Registration No. ARN: 258733 Valid 956K allowing it to solicit EB-5 as an immigration programme in their capacity of being Foreign Finders. |
ETPL is engaged in the business of distributing:
a) Mutual funds (empanelled with several AMCs) b) Fixed deposits c) Immigration by investment |
| College Credit Tech Private Limited (“CCTPL”), a Company incorporated under the Companies Act, 2013. | 30, Omkar House, Nr Swastik Chaar Rasta, Navrangpura, Ahmedabad, Gujarat – 380009 | CIN: U74999GJ2021PTC122196 | CCTPL offers student-related services including education loans, health insurance, visas, housing solutions, and other ancillary student support services. |
SCHEDULE 2
PRODUCTS
This Schedule sets out Products distributed by the Company and Subsidiaries. For the avoidance of doubt, the terms and conditions applicable to each category of Product (agreed to as Partner Specific Terms and Conditions) shall apply solely and exclusively to the extent that the Partner is appointed or authorized to perform such Services in relation to a specific Product.
A. Company
(i) Term Insurance
(ii) Education counselling
B. ETPL
(i) Mutual Fund
(ii) Fixed Deposit
(iii) Immigration by investment
C. CCTPL
(i) Education Loan
(ii) Student Health Insurance (Abroad)
(iii) Forex cards
SCHEDULE 3
DEFINITIONS AND INTERPRETATION
Definitions. In this Agreement (including the above Recitals) and in the Schedules hereto, unless the context otherwise requires, the following expressions shall have the respective meanings set out against them:
“Affiliate” means, in relation to a person, a company or entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, that person;
“Agreement” means this Agreement, including all schedules and all amendments or restatements;
“Applicable Laws” means any applicable statutes, enactments, laws, ordinances, bye-laws, rules, regulations, guidelines, notifications, notices, and/or judgments, decrees, injunctions, awards, writs or orders of any court, statutory or regulatory or taxation authority, tribunal, arbitral tribunal, board or stock exchange in any applicable country, as may be in force and effect during the subsistence of this Agreement;
“Commencement Date” means the date on which the Partner signs up on the Platform;
“Confidential Information” means all information of whatever nature relating wholly or partly to the Services or the affairs of the Company, Subsidiary(ies) or their Affiliates which:
(a) is supplied by or on behalf of the Company or Subsidiary(ies) or their Affiliates to the Partner or Partner Representative, in writing or orally, and whether before or after the date of this Agreement;
(b) is obtained by the Partner or Partner Representative, in writing or orally, through or following discussions with the management, employees, agents or advisers of the Company, Subsidiary(ies) or an Affiliate thereof;
(c) is acquired by observation or attendance by the Partner or Partner Representative at the offices or other premises of the Company, Subsidiary(ies) and/or their Affiliates; or
(d) consists of any reports, compilations or other documents prepared by, on behalf of or for the Partner, and which contain or are derived from or otherwise reflect any information described in sub-clause (a) to (c) above;
“Control” means:
(a) to have, directly or indirectly, the power to direct or cause the direction of the management and policies of a corporation, company or other entity, whether (i) through the ownership of voting securities entitling the right to elect or appoint, directly or indirectly, the majority of the board of directors or a similar managing authority; (ii) by contract; or (iii) otherwise; and
(b) to own, directly or indirectly, more than fifty percent (50%) of the total ownership shares of such other entity,
and “Controlled” shall be construed accordingly;
“Dispute” has the meaning given in Clause 16.2;
“Partner’s Materials” means any property of the Partner (other than any Project Materials);
“Partner’s Personnel” means those employees of the Partner assigned by the Partner to the provision of the Services and, where appropriate, any replacements of such employees;
“DP Laws” means any applicable data protection laws relating to the protection and processing of Personal Data;
“Fees” means the fee or fees as notified from time to time by the Company to the Partner which is payable by the Company or Subsidiary(ies), as the case may be, to the Partner in respect of the Services provided under this Agreement;
“Force Majeure Event” means any event due to any cause beyond the reasonable control of either Party including, without limitation, unavailability of any communication system including internet, breach or virus in the processes or payment mechanism, sabotage, fire, flood, explosion, acts of god, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorized access to computer data and storage devices, computer crashes, breach of security and encryption codes;
“Good Industry Practice” means the practices, methods, acts, processes and procedures and that degree of skill, diligence, prudence and foresight that would reasonably be expected to be observed by a skilled and experienced professional engaged in carrying out activities the same as or similar to the Services or such other relevant services (if applicable) under the same or similar circumstances as those contemplated in this Agreement;
“Governmental Authority” means any national, central, state, regional, provincial, local or other government, government department, ministry, governmental or administrative authority, council, regulator, agency, commission, secretary of state, minister, court, tribunal, judicial or arbitral body, recognised stock exchange or other financial market infrastructure body or any other person exercising judicial, executive, interpretative, enforcement, regulatory, investigative, fiscal, taxing or legislative powers or authority anywhere in the world with competent jurisdiction;
“Intellectual Property Rights” means (i) copyright, patents, database rights and rights in trademarks, designs, know-how and related confidential information (whether registered or unregistered); (ii) applications for registration, and the right to apply for registration, for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world;
“Personal Data” means data which relates to an identified or identifiable individual, or any other meaning ascribed to it under the applicable and prevailing DP Laws;
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
“Products” means the products offered by the Company and/or Subsidiary(ies), as the case may be, and as specified in Schedule 2 hereto;
“Project Materials” means any works and materials (tangible or intangible) created, developed, written or prepared by the Partner, its employees, agents or subcontractors in relation to or as part of, the performance of the Services including any concepts, content, working files, reports, studies, data, databases, diagrams, charts, specifications, pre-contractual and contractual documents and all drafts thereof and working papers relating thereto;
“Services” means the services in relation to the Product(s) to be provided by the Partner, from time to time, to the Company and/or Subsidiary(ies), as the case may be;
“Subsidiary(ies)” means the wholly owned subsidiary(ies) of the Company as listed out in Schedule 1 (Details of Subsidiary(ies)); and
“Taxes/Tax” means all direct and indirect taxes, charges or levies recoverable or payable under or by reason of any Applicable Law for the time being in force, including income-tax, goods and services tax, fringe benefit tax, withholding tax/ collection of tax at source, stamp duty, tax on central, state or local income, tax on sales, value added tax, excise duty, customs duty, duties or other taxes, of any kind whatsoever, including any interest, penalties or additions to tax.
2. Interpretation.
In this Agreement, except where the context otherwise requires:
(a) references to a person include an individual, a body corporate, a partnership and an unincorporated association of persons; and
(b) references to a party to this Agreement include references to the successors or assigns (immediate or otherwise) of that party.
The headings in this Agreement do not affect its interpretation. The recitals to this Agreement shall form a part hereof.
The schedules and appendices to this Agreement form part of it and any reference to “Clauses” or “Schedules” means a clause or schedule to this Agreement respectively.
The words “includes” or “including” shall mean “including without limitation”.
The following documents and their attachments, if any, together constitute this Agreement.
The Parties agree that certain Product specific terms and conditions governing the Services to be provided by the Partner shall be entered into between the Parties from time to time in writing (“Partner Specific Terms and Conditions” or “PSTCs”). Such PSTCs shall contain additional or modified conditions applicable solely to the relevant Services. Each PSTC executed by the Parties shall form an integral part of this Agreement and shall be deemed incorporated herein by reference as of the date of its execution. In the event of any conflict between the provisions of this Agreement and those of a PSTC, the provisions of the PSTC shall prevail, but only to the extent of such conflict and solely with respect to the specific Services addressed in that PSTC. For the avoidance of doubt, no PSTC shall amend or modify this Agreement unless expressly stated therein and agreed to by both Parties in accordance with the amendment provisions of this Agreement.
