TERMS & CONDITIONS

ENCRISS TECHNOLOGIES LLP

Effective Date: 26th May 2026

These Terms & Conditions (“Terms”) govern the access to and use of the websites, platforms, products, software, applications, APIs, chatbot systems, Artificial Intelligence systems, automation platforms, consulting services, implementation services, support services, cloud services, integrations, and all related offerings provided by Encriss Technologies LLP (“Encriss”, “Company”, “we”, “our”, or “us”), including but not limited to GMart Automation and associated systems.

By accessing, browsing, registering, subscribing to, purchasing, implementing, integrating with, or otherwise using any Encriss Services, the user, customer, subscriber, partner, affiliate, organization, or entity (“Client”, “Customer”, “User”, “you”, or “your”) acknowledges and agrees to be bound by these Terms.

These Terms shall apply in addition to any Statement of Work (“SOW”), proposal, quotation, order form, commercial agreement, subscription plan, implementation agreement, or other agreement executed between Encriss and the Client.

1. DEFINITIONS

For the purposes of these Terms:

1.1. “Affiliate” means any partner, reseller, referral entity, implementation partner, marketing partner, or channel partner associated with Encriss.

1.2. “AI Services” means Artificial Intelligence systems, Large Language Models (LLM), Generative AI systems, Agentic AI systems, recommendation systems, workflow automation systems, predictive systems, chatbot systems, and all related AI-driven capabilities provided by Encriss.

1.3. “Applicable Law” means all laws, regulations, rules, governmental notifications, guidelines, regulatory requirements, industry standards, and legal obligations applicable to the Parties.

1.4. “Client Data” means all data, records, content, prompts, workflows, messages, customer information, documents, media, configurations, analytics, metadata, or materials submitted, uploaded, processed, stored, transmitted, or generated by the Client or Users through the Platform or Services.

1.5. “Deliverables” means any implementation, configuration, workflow, chatbot flow, customization, integration, software output, documentation, report, automation setup, dashboard, or related work product provided by Encriss.

1.6. “GMart Automation” means the automation platform, workflow systems, AI systems, chatbot systems, APIs, dashboards, integrations, and associated technologies developed, operated, or licensed by Encriss.

1.7. “Platform” means GMart Automation and all associated systems, applications, APIs, portals, dashboards, integrations, automation engines, AI systems, communication systems, cloud systems, and related technologies.

1.8. “Services” means all software, SaaS offerings, implementation services, AI services, automation services, support services, consulting services, cloud services, integrations, maintenance services, hosting services, and related offerings provided by Encriss.

1.9. “SOW” or “Statement of Work” means a mutually agreed document defining implementation scope, Deliverables, commercials, timelines, assumptions, exclusions, and responsibilities.

1.10. “Subscription Services” means recurring platform, hosting, AI, chatbot, automation, support, maintenance, cloud, analytics, communication, or API-based services.

1.11. “Third Party Technology” means third-party software, APIs, cloud providers, Meta (WhatsApp), OpenAI systems, payment gateways, telecom providers, communication providers, integrations, external systems, and infrastructure providers.

1.12. “Users” means employees, contractors, representatives, agents, consultants, or authorized personnel accessing or using the Services on behalf of the Client.

2. SCOPE OF SERVICES

2.1. General Scope

Encriss shall provide technology services to the Client including, but not limited to:

(a) GMart Automation Platform and related modules;

(b) WhatsApp Chatbot Automation and communication workflows;

(d) Cloud infrastructure setup, DevOps, deployment, and system integration services;

(e) IT consulting, architecture design, advisory, and implementation support;

(f) Workflow automation services;

(g) API integrations and communication systems;

(h) SaaS-based enterprise platforms;

(i) AI-assisted automation and analytics systems.

2.2. Nature of Services

Services may include:

(a) design;

(b) development;

(d) customization;

(e) deployment;

(f) integration;

(g) testing;

(h) training;

(i) maintenance;

(j) support;

(k) migration;

(l) optimization;

(m) analytics;

(n) AI orchestration;

(o) monitoring;

(p) automation services;

(q) cloud infrastructure management.

2.3. Statements of Work (SOW)

Specific engagements may be governed by one or more Statements of Work (“SOW”).

Each SOW may define:

(a) scope;

(b) Deliverables;

(d) commercials;

(e) implementation assumptions;

(f) exclusions;

(g) acceptance criteria;

(h) support obligations;

(i) project responsibilities.

In the event of conflict between these Terms and any SOW, the SOW shall prevail only with respect to:

(a) scope;

(b) Deliverables;

(d) implementation timelines.

All legal protections, intellectual property rights, limitation of liability provisions, confidentiality obligations, dispute resolution clauses, and risk allocation provisions under these Terms shall continue to prevail.

2.4. Exclusions

Unless expressly agreed in writing, Encriss shall have no obligation to provide:

(a) additional features;

(b) custom development beyond agreed scope;

(d) regulatory compliance services;

(e) data migration;

(f) custom reporting;

(g) source code;

(h) dedicated infrastructure;

(i) extended support;

(j) operational staffing;

(k) ongoing consulting;

(l) disaster recovery services.

2.5. Change Management

Any change in scope, Deliverables, integrations, timelines, or implementation requirements shall require prior written approval and may involve:

(a) revised timelines;

(b) additional costs;

(d) revised SOWs;

(e) operational dependencies.

3. ENGAGEMENT MODEL

3.1. Nature of Engagement

The engagement may include:

(a) implementation services;

(b) milestone-based services;

(d) support and maintenance services;

(e) consulting services;

(f) AI usage-based services;

(g) communication-based services;

(h) infrastructure-based services.

3.2. Implementation Engagement

Implementation scope, Deliverables, timelines, milestones, assumptions, and acceptance criteria shall be defined in the applicable SOW.

No enhancement, deviation, or additional requirement shall be included unless formally approved in writing.

3.3. Delivery Acceptance

Deliverables shall be deemed accepted if no written rejection is received within seven (7) calendar days from delivery.

3.4. Dependency on Client Inputs

Timelines and implementation obligations shall be dependent on timely:

(a) approvals;

(b) feedback;

(d) data availability;

(e) access permissions;

(f) infrastructure readiness;

(g) third-party approvals;

(h) API access.

3.5. Support Services

Support services may include:

(a) bug fixes;

(b) troubleshooting;

(d) minor enhancements;

(e) platform support;

(f) issue diagnostics.

Support services shall not include:

(a) major development;

(b) architectural redesign;

(d) large-scale integrations;

(e) new feature development.

3.6. Support Hours

Support services shall generally be provided between 10:00 AM IST and 6:00 PM IST on business days excluding public holidays unless otherwise agreed.

Unused support hours shall not automatically roll over unless expressly agreed.

3.7. Commercial Models

Services may be charged under:

(a) fixed fee;

(b) milestone-based;

(d) subscription-based;

(e) usage-based;

(f) revenue share;

(g) API consumption;

(h) infrastructure consumption.

3.8. Non-Exclusivity

Encriss shall remain free to provide similar services to other clients.

4. USER ELIGIBILITY AND ACCOUNT RESPONSIBILITY

4.1. The User represents and warrants that:

(a) the User has legal authority to enter into binding agreements;

(b) all information provided is accurate and complete;

(d) the Services shall be used only for lawful purposes.

4.2. The Client shall be responsible for:

(a) account credentials;

(b) password management;

(d) activity performed through user accounts;

(e) restricting access to authorized users.

4.3. The Client shall immediately notify Encriss regarding:

(a) unauthorized access;

(b) credential compromise;

(d) security incidents.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. Ownership

All intellectual property rights in and to:

(a) GMart Automation;

(b) workflows;

(d) AI systems;

(e) APIs;

(f) dashboards;

(g) integrations;

(h) automation logic;

(i) templates;

(j) reusable components;

(k) libraries;

(l) source code;

(m) utilities;

(n) configurations;

(o) architecture;

(p) methodologies;

(q) documentation;

(r) Deliverables;

(s) derivatives;

(t) enhancements,

whether existing prior to or developed during the engagement, shall remain the sole and exclusive property of Encriss.

5.2. License to client

Subject to full payment of all applicable fees and compliance with the terms of this Agreement, Encriss hereby grants to the Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Platform and Deliverables solely for its internal business purposes during the subsistence of this Agreement. The license granted under this Clause is conditional upon timely payment of all fees, and shall automatically stand suspended or terminated in the event of payment default.

5.3. No Transfer of Ownership
Nothing contained in this terms & conditions shall be construed as a transfer or assignment of any intellectual property rights from Encriss to the Client, and all rights not expressly granted herein are reserved by Encriss.

5.4. Restrictions

The Client shall not:

(a) reverse engineer;

(b) decompile;

(d) reproduce;

(e) copy;

(f) distribute;

(g) sublicense;

(h) resell;

(i) white-label;

(j) modify;

(k) commercially exploit;

(l) create competing systems;

(m) derive source code;

(n) replicate workflows or automation logic.

5.5. Reusable Components

Encriss retains unrestricted rights to use reusable:

(a) workflows;

(b) methodologies;

(d) AI orchestration methods;

(e) templates;

(f) libraries;

(g) frameworks;

(h) integrations;

(i) utilities;

(j) know-how.

5.6. Third Party Intellectual Property

All Third Party Technology, Third Party Content, and Third Party Material shall remain the property of their respective owners, and the Client’s use of such components shall be subject to the applicable third-party terms and licenses.

5.7. Source Code

Source code shall not be provided unless expressly agreed in writing.

5.8. Non-Replication/Circumvention

The Client shall not engage any third party to replicate, rebuild, or reverse-engineer the Platform or any substantially similar system using the Deliverables, documentation, workflows, or insights derived from the Services provided by Encriss.

5.9. Injunctive Relief

Any breach of this Clause shall cause irreparable harm to Encriss, and Encriss shall be entitled to seek injunctive relief in addition to any other remedies available under law.

6. PLATFORM DEPENDENCY

6.1 Dependency on Encriss Platform

The Client acknowledges and agrees that the Services, Deliverables, configurations, workflows, automation processes, integrations, dashboards, chatbot systems, AI systems, and related outputs provided by Encriss are designed, developed, configured, hosted, operated, and/or implemented using Encriss’s proprietary technology platform, including GMart Automation and its associated systems, infrastructure, tools, modules, APIs, and frameworks.

6.2 Continued Use and Platform Dependency

The Client further acknowledges that the continued use, performance, availability, functionality, interoperability, and effectiveness of such Services and Deliverables may depend on the continued access to, use of, and operation of the Encriss Platform and related Services.

Encriss shall not be liable for any limitation, disruption, degradation, incompatibility, loss of functionality, or inability to use the Deliverables arising from the Client’s discontinuation of, suspension from, or loss of access to the Encriss Platform or related Services.

6.3 Post-Termination Functionality

Upon expiry, suspension, or termination of the applicable Services, subscription, SOW, or engagement, Encriss shall have no obligation to ensure continued functionality, operability, availability, maintenance, support, compatibility, migration, hosting, or independent use of any Deliverables outside the Encriss Platform, unless expressly agreed in writing under a separate commercial arrangement.

7. DATA OWNERSHIP & USAGE

7.1. Ownership of Client Data

The Client shall retain all rights, title, and interest in and to the Client Data. Nothing contained in these Terms shall be construed as transferring ownership of Client Data to Encriss.

Client Data may be hosted, processed, stored, transmitted, replicated, archived, cached, analyzed, or managed on infrastructure, databases, cloud systems, storage systems, communication systems, AI systems, backup systems, and platform environments operated, managed, controlled, licensed, or used by Encriss or its service providers.

The Client acknowledges that Client Data may be hosted within shared infrastructure, multi-tenant environments, logically isolated environments, cloud-hosted environments, or other operational architectures used by Encriss for providing the Services.

7.2. Rights of Encriss to Process and Use Client Data

The Client acknowledges and agrees that Encriss shall have the right to access, process, store, host, transmit, use, manage, analyze, monitor, secure, maintain, retain, replicate, archive, cache, transfer, and otherwise handle Client Data for the purpose of providing, operating, maintaining, supporting, improving, securing, and enhancing the Platform, Services, Deliverables, integrations, chatbot systems, AI systems, automation workflows, dashboards, APIs, communication systems, analytics systems, and related offerings.

Such rights shall include the right to use Client Data for:

(a) providing the Services;
(b) operating, hosting, maintaining, securing, and improving the Platform;
(c) configuring, deploying, managing, and supporting chatbot systems, automation workflows, AI systems, integrations, APIs, dashboards, and Deliverables;
(d) performing support, troubleshooting, diagnostics, monitoring, maintenance, backups, recovery operations, logging, and operational analysis;
(e) improving service quality, platform performance, workflow accuracy, AI responses, system reliability, analytics, and user experience;
(f) generating operational metrics, logs, usage insights, diagnostics, analytics, and performance reports;
(g) enabling integrations, cloud infrastructure operations, communication systems, AI/LLM systems, and automation systems;
(h) complying with Applicable Law, lawful governmental requests, regulatory obligations, legal requirements, audit obligations, and security requirements; and
(i) engaging third-party infrastructure providers, cloud providers, communication providers, AI providers, API providers, hosting providers, technology partners, subcontractors, and operational service providers required for delivery of the Services.

For clarity, ownership of Client Data shall remain with the Client; however, Encriss shall have all rights necessary to access, process, use, host, manage, analyze, transmit, retain, secure, maintain, archive, replicate, and operate upon Client Data for the purposes of providing, operating, improving, supporting, securing, maintaining, and enhancing the Services and Platform.

7.3. Hosting, Infrastructure, and Service Plan Limitations

The Client acknowledges that the level of:

(a) hosting isolation;
(b) database architecture;
(c) backup availability;
(d) retention periods;
(e) export capability;
(f) security controls;
(g) recovery capability;
(h) infrastructure allocation;
(i) encryption standards; and
(j) operational support,

may vary depending on the applicable subscription plan, hosting model, infrastructure architecture, service tier, commercial arrangement, SOW, or implementation scope.

Where the Client requires dedicated infrastructure, isolated databases, enhanced backup systems, custom retention periods, dedicated hosting, additional security controls, or enhanced governance requirements, such requirements must be separately agreed in writing and may be subject to additional charges.

7.4. Data Access and Export

The Client may request access to or export of Client Data, subject to:

(a) full payment of all outstanding dues;
(b) compliance with all commercial obligations, subscription obligations, termination obligations, and exit obligations;
(c) technical feasibility and availability of the relevant Client Data; and
(d) Encriss’s standard operational, security, and export procedures.

Encriss reserves the right to define:

(a) the format;
(b) structure;
(c) method;
(d) medium;
(e) delivery mechanism;
(f) timeline; and
(g) technical process,

for data export, migration, extraction, archival retrieval, restoration, or transfer.

Encriss may charge reasonable fees for:

(a) data extraction;
(b) data transformation;
(c) custom exports;
(d) migration support;
(e) archival retrieval;
(f) restoration assistance; and
(g) operational effort associated with such requests.

7.5. Data Restriction on Default, Suspension, or Termination

In the event of:

(a) payment default;
(b) suspension of Services;
(c) subscription expiry;
(d) termination of engagement;
(e) breach of these Terms;
(f) misuse of the Platform; or
(g) non-compliance with commercial obligations,

Encriss shall have the right to:

(a) restrict access to Client Data;
(b) suspend data access;
(c) disable Platform usage;
(d) suspend workflows, chatbot systems, AI systems, APIs, integrations, dashboards, automation systems, and communication systems;
(e) limit export capabilities;
(f) restrict recovery or restoration requests; and
(g) withhold migration, restoration, or support services until all obligations are satisfied.

7.6. No Obligation Beyond Agreed Scope

Unless expressly agreed in writing, Encriss shall have no obligation to:

(a) clean, structure, validate, enrich, normalize, deduplicate, classify, correct, or transform Client Data;
(b) verify the legality, accuracy, completeness, or regulatory suitability of Client Data;
(c) ensure compliance of Client Data with Applicable Law;
(d) preserve Client Data beyond applicable retention periods;
(e) provide migration-ready datasets or custom reports;
(f) maintain dedicated backups;
(g) provide archival preservation;
(h) maintain historical records indefinitely; or
(i) act as the Client’s official system of record, statutory archive, compliance repository, or long-term storage provider.

7.7. Data Security Responsibility

Encriss shall implement commercially reasonable administrative, organizational, and technical safeguards in accordance with its standard security practices.

The Client shall remain solely responsible for:

(a) the legality, accuracy, completeness, and quality of Client Data;
(b) obtaining all necessary consents, permissions, authorizations, approvals, and lawful bases required for collection, storage, processing, transmission, communication, and use of Client Data;
(c) compliance with Applicable Law, privacy laws, data protection laws, communication laws, and sector-specific regulations;
(d) user management, access controls, credential security, role assignment, and internal governance; and
(e) ensuring that Client Data does not violate third-party rights, contractual obligations, or legal requirements.

7.8. Processor Relationship

For purposes of Client Data processed through the Platform and Services, the Client shall act as the data controller or equivalent determining entity, and Encriss shall act as a processor, service provider, or operational technology provider for purposes of delivering the Services.

The Client shall remain solely responsible for determining the lawful basis for collection, processing, transmission, storage, communication, and use of Client Data.

7.9. Data Sharing with Service Providers

The Client acknowledges and agrees that Encriss may engage third-party service providers, cloud providers, AI providers, communication providers, API providers, hosting providers, infrastructure providers, subcontractors, analytics providers, monitoring providers, security providers, and technology partners for providing, operating, securing, maintaining, improving, and supporting the Services.

Encriss may share, transmit, process, host, replicate, store, or manage Client Data through such service providers strictly to the extent necessary for the provision, operation, maintenance, support, enhancement, security, analytics, monitoring, or improvement of the Services.

7.10. Compliance Disclaimer

The Client shall be solely responsible for obtaining and maintaining all necessary:

(a) consents;
(b) permissions;
(c) authorizations;
(d) registrations;
(e) approvals; and
(f) lawful bases,

required for the collection, processing, storage, communication, transmission, and use of Client Data.

Encriss shall not be responsible or liable for any non-compliance, violation, claim, penalty, regulatory action, investigation, or loss arising from the Client’s failure to comply with Applicable Law, privacy obligations, communication regulations, third-party policies, or sector-specific compliance requirements.

8. DATA RETENTION

8.1. Retention During Active Subscription

Encriss may retain Client Data during the period of active Subscription Services, active engagement, or active implementation in accordance with:

(a) its standard operational practices;
(b) applicable hosting architecture;
(c) the applicable subscription plan;
(d) service tier limitations;
(e) operational requirements; and
(f) commercial arrangements agreed with the Client.

8.2. Retention on Default, Expiry, Suspension, or Inactivity

In the event of:

(a) payment default exceeding fifteen (15) days;
(b) subscription expiry;
(c) non-renewal of Services;
(d) suspension of Services;
(e) inactivity of the Platform or Services;
(f) termination of engagement; or
(g) discontinuation of Subscription Services,

Encriss shall have no obligation to retain, preserve, maintain, host, restore, support, recover, or provide continued access to Client Data beyond the applicable retention period or operational requirements.

8.3. Limited Access During Grace Period

In the event of payment default, subscription expiry, non-renewal, or suspension, Encriss may, at its sole discretion, provide limited read-only access to Client Data for a grace period of fifteen (15) days (“Grace Period”) solely for the purpose of review or retrieval.

During such Grace Period:

(a) no active Platform usage shall be permitted;
(b) no modifications, workflow executions, chatbot executions, automation executions, AI operations, integrations, API usage, or communication processing shall be permitted;
(c) Encriss shall not be obligated to ensure uptime, availability, support, recovery capability, performance, or uninterrupted access;
(d) access may be revoked, suspended, restricted, or discontinued at any time without notice or liability; and
(e) such limited access shall not constitute waiver of any payment default, breach, or termination right.

8.4. Data Deletion or Archival

Upon expiry of the applicable retention period, Grace Period, suspension period, or termination event, Encriss reserves the right, at its sole discretion, to:

(a) permanently delete Client Data;
(b) archive Client Data into non-operational formats;
(c) move Client Data to cold storage, archival storage, backup systems, or inactive infrastructure;
(d) remove Client Data from active systems;
(e) discontinue access to Client Data; and
(f) discontinue any obligation to host, preserve, maintain, restore, recover, or make available such Client Data.

8.5. Data Restoration

Any request by the Client for restoration, recovery, reactivation, or retrieval of archived, deleted, inaccessible, inactive, or non-operational Client Data:

(a) shall be subject to availability of such data;
(b) shall require prior written approval from Encriss;
(c) shall be subject to technical feasibility;
(d) may require clearance of all outstanding dues; and
(e) shall be chargeable at applicable rates communicated by Encriss.

Encriss does not guarantee successful restoration, recovery, or retrieval of archived, deleted, inaccessible, corrupted, inactive, or non-operational Client Data.

8.6. Export Window Clarification

Any request for export, migration, archival retrieval, restoration, or transfer of Client Data must be initiated within the applicable Grace Period or retention window.

Failure to initiate such request within the applicable period shall result in Encriss having no further obligation to provide:

(a) access;
(b) export;
(c) migration;
(d) restoration;
(e) archival retrieval; or
(f) continued hosting,

of Client Data.

8.7. Backup Disclaimer

Unless expressly agreed in writing, Encriss shall not be treated as:

(a) the Client’s official system of record;
(b) statutory archive;
(c) disaster recovery provider;
(d) compliance repository;
(e) backup provider; or
(f) long-term preservation provider.

The Client shall remain solely responsible for maintaining independent backups, statutory records, compliance records, and archival copies of its data.

8.8. No Liability for Data Loss or Unavailability

Encriss shall not be liable for any loss, corruption, deletion, degradation, inaccessibility, unavailability, non-restoration, or non-retrieval of Client Data arising from or relating to:

(a) payment default;
(b) suspension of Services;
(c) subscription expiry or non-renewal;
(d) termination of Services;
(e) inactivity of the Client;
(f) deletion or archival of data in accordance with these Terms;
(g) third-party infrastructure failures;
(h) cloud outages;
(i) communication failures;
(j) Client-side failures, misuse, or unauthorized access; or
(k) failure by the Client to initiate export or retrieval requests within the applicable Grace Period or retention window.

9. SECURITY RESPONSIBILITY

9.1. Platform Security by Encriss

Encriss shall implement and maintain commercially reasonable administrative, technical, and organizational security measures designed to protect the Platform and Client Data against unauthorized access, use, alteration, or disclosure, in accordance with its standard security practices.

9.2. Client Responsibility

The Client shall be solely responsible for:

(a) management of user access credentials, roles, and permissions;
(b) security and integrity of its Meta (WhatsApp) accounts and related configurations;
(c) security of its devices, networks, endpoints, and internal systems; and
(d) ensuring that access to the Platform is restricted to authorized Users.

9.3. Shared Responsibility Model

The Parties acknowledge that security is a shared responsibility, and Encriss shall not be responsible for any security breach, data loss, or unauthorized access arising from:

(a) compromise of Client credentials or accounts;
(b) misconfiguration by the Client or its Users;
(c) use of insecure devices, networks, or third-party systems; or
(d) actions or omissions of the Client, its Users, or third parties under its control.

9.4. Third Party Security

Encriss shall not be responsible for the security, availability, or integrity of Third Party Technology, external integrations, Meta (WhatsApp) systems, or cloud infrastructure beyond Encriss’s reasonable control.

9.5. Standard of Security

Encriss shall implement and maintain commercially reasonable security measures in accordance with industry practices. While Encriss shall use reasonable efforts to protect the Platform and Client Data, the Client acknowledges that no system, network, or service can be guaranteed to be completely secure or free from vulnerabilities, and Encriss does not warrant absolute security.

10. DATA ENCRYPTION

Encriss shall ensure that all data in transit between the Client and the Platform is encrypted using industry-standard encryption protocols.

● Encriss shall have the capability to provide encryption of data at rest, where required. Such encryption shall be:

● (a) enabled only upon specific written request from the Client;
(b) subject to applicable commercial charges as communicated by Encriss; and
(c) implemented in accordance with Encriss’s standard technical configurations.

● The Client acknowledges that enabling encryption of data at rest may have a marginal impact on system performance, including response times.

● Upon such enablement, Encriss shall ensure that the Client Data stored within the Platform is encrypted at rest in accordance with industry practices.

11. THIRD PARTY DEPENDENCIES

11.1. Use of Third-Party Technology

The Client acknowledges that the Services and Platform may depend upon, integrate with, or utilize Third Party Technology, including but not limited to Meta (WhatsApp), cloud service providers, APIs, payment gateways, communication networks, and other external systems.

● No Control Over Third Parties
Encriss does not own, operate, or control such Third Party Technology and shall not be responsible for availability, uptime, performance, policy changes, pricing changes, regulatory requirements, restrictions, suspensions, or termination of services by such third parties.

● No Liability
Encriss shall not be liable for any Losses, service disruptions, delays, failures, or degradation in performance arising from:

(a) downtime or unavailability of Third Party Technology;
(b) changes in third-party APIs, features, or integrations;
(c) account suspensions, bans, or restrictions imposed by third parties (including Meta);
(d) network failures, infrastructure outages, or connectivity issues.

0. Client Responsibilities
The Client shall be solely responsible for:

(a) obtaining and maintaining required third-party accounts, approvals, and licenses;
(b) compliance with applicable third-party terms, policies, and regulations; and
(c) any costs, fees, or charges imposed by such third parties.

0. Changes in Third Party Ecosystem
The Client acknowledges that Third Party Technology is subject to continuous changes, and Encriss shall not be obligated to maintain backward compatibility, immediately implement changes required due to third-party updates, or provide fixes or workarounds without additional effort or cost.

0. Suspension Cascade
Any suspension, restriction, or termination of third-party services (including Meta / WhatsApp) shall automatically result in corresponding limitation or suspension of the affected Services, without liability on Encriss.

0. No Refund / Credit Obligation
Encriss shall not be obligated to provide any refunds, service credits, or compensation for downtime or failures attributable to Third Party Technology.

0. Change Effort Chargeable
Any effort required to adapt, reconfigure, or modify the Platform or Services due to changes in Third Party Technology shall be treated as additional work and may be chargeable.

12. PAYMENT TERMS

12.1. Fees and Commercials

All fees, charges, and commercials payable by the Client to Encriss shall be as specified in the applicable Statement of Work (“SOW”) or commercial schedule executed between the Parties.

12.2. Payment Structure

Payments shall be structured as:

(a) advance payments; and/or
(b) milestone-based payments; and/or
(c) recurring subscription payments (for platform, chatbot, AI, or support services),

as defined in the applicable SOW.

12.3. Invoicing and Payment Timelines

Encriss shall raise invoices in accordance with the agreed milestones or billing cycles. All invoices shall be payable within 5 days from the date of invoice, unless otherwise agreed in writing.

12.4. Delay in Payment

Any delay in payment beyond the due date shall attract interest at the rate of 2% (two percent) per month, calculated on a pro-rata basis, from the due date until the date of actual payment.

12.5. Dependency on Payments

The Client acknowledges that continuation of Services, access to the Platform, and fulfillment of Deliverables are strictly dependent upon timely payment of all dues. Encriss reserves the right to suspend or restrict Services, disable access to the Platform, or withhold Deliverables in the event of payment default, without any liability.

12.6. Minimum Commitment

The Client agrees to a minimum engagement commitment of 12 months unless otherwise agreed in writing.

12.7. Taxes

All fees are exclusive of applicable taxes, duties, levies, or charges, which shall be payable by the Client in addition to the agreed fees.

12.8. No Set-Off

All payments shall be made without any deduction, withholding, set-off, or counterclaim, except as required under Applicable Law.

12.9. Non-Refundability

All fees paid to Encriss shall be non-refundable, unless explicitly agreed otherwise in writing.

12.10. Prepayment for Restart

In the event of suspension due to payment default, resumption of Services shall be subject to:

(a) full clearance of all outstanding dues; and
(b) advance payment for the next billing cycle.

12.11. Termination for Non-Payment

Encriss reserves the right to terminate this Agreement or any SOW in case of continued payment default beyond 7 days.

12.12. Price Escalation Linkage

Recurring charges, subscription fees, and support costs shall be subject to revision in accordance with Clause 11.

12.13. Currency and Mode

Payments shall be made in INR / USD (as the case maybe) via bank transfer or such other approved modes as may be communicated by Encriss.

12.14. No Usage-Based Withholding

Payment obligations shall not be withheld on account of partial usage or non-utilization of the Services.

13. PRICE ESCALATION

13.1. Annual Price Revision

Encriss reserves the right to revise, increase, or modify the pricing for Subscription Services, support services, maintenance services, hosting services, AI services, chatbot services, usage-based services, infrastructure services, and other recurring charges on an annual basis.

Such annual revision may be by ten percent (10%) or more, as reasonably determined by Encriss based on business, operational, technology, infrastructure, support, manpower, third-party, compliance, or market-related factors.

13.2. Cost-Based Price Revision

Notwithstanding the annual price revision rights set out above, Encriss shall have the right to revise, increase, or modify pricing at any time during the term of the applicable subscription, SOW, order, proposal, or engagement if there is an increase or change in cost arising from or relating to:

(a) cloud infrastructure, hosting, storage, bandwidth, compute, networking, backup, database, security, or monitoring costs;
(b) third-party technology, APIs, integrations, communication providers, payment gateways, telecom providers, Meta/WhatsApp services, AI/LLM providers, or other external service providers;
(c) AI, LLM, chatbot, automation, API, messaging, usage-based, transaction-based, or consumption-based costs;
(d) changes in Applicable Law, taxes, duties, levies, compliance obligations, regulatory requirements, or government-imposed charges;
(e) increased support, maintenance, operational, security, or service delivery requirements; or
(f) changes in the Client’s usage volume, number of users, workflows, messages, API calls, integrations, storage, compute consumption, or service complexity.

13.3. Notification of Revised Pricing

Encriss shall communicate revised pricing to the Client through email, invoice, billing notice, proposal, subscription renewal communication, platform notification, or any other written or electronic communication.

Unless otherwise specified, the revised pricing shall become effective from the date mentioned in such communication or from the next applicable billing cycle.

13.4. Continued Use Deemed Acceptance

Continued access to or use of the Services, Platform, Subscription Services, chatbot systems, AI systems, APIs, integrations, support services, or related offerings after the effective date of revised pricing shall be deemed acceptance of the revised pricing and charges by the Client.

13.5. Non-Acceptance of Revised Pricing

If the Client does not agree to the revised pricing, the Client may discontinue the affected Subscription Services in accordance with the termination provisions of these Terms, subject to:

(a) completion of any minimum commitment period;
(b) payment of all outstanding dues;
(c) payment of charges accrued up to the effective date of discontinuation;
(d) payment of any applicable termination, usage, infrastructure, third-party, or exit charges; and
(e) compliance with data export, termination, and exit obligations under these Terms.

Failure to discontinue the affected Services before the effective date of the revised pricing shall be deemed acceptance of the revised pricing.

14. LIMITATION OF LIABILITY

14.1. Exclusion of Certain Damages

To the maximum extent permitted under Applicable Law, Encriss shall not be liable to the Client, Users, affiliates, partners, or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or in connection with the Services, Platform, Deliverables, Subscription Services, chatbot systems, AI systems, automation workflows, integrations, APIs, support services, or these Terms.

Such excluded damages shall include, without limitation:

(a) loss of profits;
(b) loss of revenue;
(c) loss of business opportunities;
(d) loss of goodwill or reputation;
(e) loss, corruption, deletion, or unavailability of data;
(f) business interruption;
(g) downtime;
(h) loss of anticipated savings;
(i) loss arising from operational disruption;
(j) loss arising from reliance on AI-generated outputs; and
(k) loss arising from third-party technology failures.

This exclusion shall apply whether the claim arises in contract, tort, negligence, strict liability, breach of statutory duty, indemnity, or otherwise, even if Encriss has been advised of the possibility of such damages.

14.2. General Liability Cap

Subject to the indemnity obligations expressly set out under these Terms and to the maximum extent permitted under Applicable Law, the total aggregate liability of Encriss arising out of or in connection with these Terms, the Services, Platform, Deliverables, Subscription Services, support services, SOW, proposal, order, or commercial arrangement shall not exceed the total fees actually received by Encriss from the Client for the specific affected Services during the three (3) months immediately preceding the event giving rise to such liability.

The liability cap specified above shall be an aggregate cap for all claims and shall not apply separately per incident, per claim, per user, per module, per service, or per occurrence.

14.3. WhatsApp Chatbot and Communication Services Liability

Notwithstanding anything contained in these Terms, any liability arising specifically from WhatsApp chatbot services, Meta-related services, messaging services, campaign services, communication workflows, or communication automation shall be limited to the fees actually paid by the Client to Encriss for such affected chatbot or communication services for a period of one (1) month immediately preceding the event giving rise to such liability.

For clarity, such liability cap shall expressly exclude:

(a) Meta / WhatsApp charges;
(b) messaging charges;
(c) conversation charges;
(d) campaign costs;
(e) telecom charges;
(f) third-party API charges;
(g) cloud or infrastructure charges; and
(h) any other third-party fees or pass-through costs.

14.4. Third-Party and Platform Dependency Exclusion

Encriss shall not be liable for any Losses, claims, damages, costs, penalties, service disruption, data loss, delay, failure, downtime, suspension, restriction, or degradation arising from or relating to:

(a) Third Party Technology failures;
(b) API changes, restrictions, outages, or discontinuation;
(c) Meta / WhatsApp account actions, bans, restrictions, policy changes, or pricing changes;
(d) third-party service suspensions or terminations;
(e) cloud provider outages or infrastructure failures;
(f) telecom, internet, network, or communication failures;
(g) payment gateway failures;
(h) AI/LLM provider outages, model changes, inaccuracies, or service restrictions;
(i) changes in third-party terms, policies, pricing, compliance requirements, or approval processes; or
(j) any dependency outside Encriss’s reasonable control.

14.5. Security and Data Limitation

Encriss shall not be liable for any Losses, claims, damages, penalties, data loss, unauthorized access, business interruption, or security incident arising from or relating to:

(a) security breaches beyond Encriss’s reasonable control;
(b) Client-side vulnerabilities;
(c) compromised credentials;
(d) misuse of accounts, passwords, tokens, API keys, or access credentials;
(e) unauthorized access by Client Users or third parties using Client-controlled credentials;
(f) insecure devices, networks, endpoints, browsers, or systems used by the Client;
(g) misconfiguration by the Client or its Users;
(h) unlawful, negligent, or unauthorized acts of the Client, its Users, affiliates, partners, or third parties acting on its behalf; or
(i) failure by the Client to implement appropriate internal access controls, security policies, backups, or governance processes.

14.6. Condition Precedent to Claims

Any claim by the Client under these Terms, any SOW, proposal, subscription, order, commercial arrangement, or related engagement shall be valid only if:

(a) the Client has fulfilled all payment obligations due to Encriss;
(b) the Client is not in breach of these Terms or any applicable SOW;
(c) the claim is notified to Encriss in writing within fifteen (15) calendar days from the date of occurrence of the event giving rise to such claim; and
(d) the Client provides reasonable details, supporting information, and cooperation required for Encriss to evaluate the claim.

14.7. Time-Bar for Claims

No claim, action, demand, dispute, proceeding, or cause of action shall be brought by the Client against Encriss after thirty (30) calendar days from the date of occurrence of the event giving rise to such claim.

Any claim not brought within such period shall be deemed permanently waived to the maximum extent permitted under Applicable Law.

14.8. No Liability for Free, Trial, Demo, Evaluation, or Beta Services

Encriss shall have no liability for any Services, Platform access, features, modules, APIs, chatbot systems, AI systems, automation workflows, proofs of concept, pilots, demos, sandbox environments, evaluation access, beta features, free services, or trial services provided free of cost, at discounted cost, on an experimental basis, or marked as beta, pilot, demo, evaluation, preview, or trial.

Such Services are provided on an “as is” and “as available” basis without any warranty, support commitment, uptime commitment, service level commitment, or liability.

14.9. Applicability to All Causes of Action

The exclusions, limitations, caps, conditions, and restrictions set forth in this Clause shall apply irrespective of the form, nature, or cause of action, whether arising under:

(a) contract;
(b) tort, including negligence;
(c) strict liability;
(d) breach of statutory duty;
(e) indemnity;
(f) misrepresentation;
(g) restitution;
(h) equity; or
(i) otherwise.

14.10. Exclusive Remedy

The remedies expressly set forth in these Terms, any applicable SOW, proposal, order, subscription, or commercial arrangement shall constitute the sole and exclusive remedies available to the Client against Encriss in relation to the Services, Platform, Deliverables, Subscription Services, support services, chatbot systems, AI systems, automation workflows, integrations, APIs, or any related engagement.

15. AI DISCLAIMER

15.1. Nature of AI Outputs

The Client acknowledges that any outputs, responses, recommendations, or insights generated through Artificial Intelligence (AI), Large Language Models (LLM), or agentic systems provided as part of the Services are probabilistic in nature and may not be accurate, complete, or reliable.

15.2. No Reliance

The Client agrees that such AI-generated outputs are provided for informational and assistive purposes only and shall not be solely relied upon for making business, legal, financial, operational, or regulatory decisions.

15.3. No Liability

Encriss shall not be liable for any Losses arising out of or in connection with:

(a) use of AI-generated outputs;
(b) decisions taken or not taken based on such outputs;
(c) errors, omissions, or inaccuracies in AI responses.

15.4. Client Responsibility

The Client shall be solely responsible for:

(a) validating AI-generated outputs before use;
(b) ensuring compliance with applicable laws and regulations; and
(c) any consequences arising from reliance on such outputs.

15.5 Model and Data Limitations

The Client acknowledges that AI systems may:

(a) be trained on third-party data sources;
(b) have inherent limitations, biases, or inaccuracies; and
(c) change behavior over time due to updates or retraining,

and Encriss shall not be responsible for such limitations.

15.6. No Professional Advice

The Client acknowledges that AI-generated outputs do not constitute legal, financial, medical, or professional advice of any kind.

15.7. Input Responsibility

The Client shall be solely responsible for the inputs, prompts, data, and instructions provided to the AI systems, and Encriss shall not be liable for any Losses arising from such inputs.

15.8. Model Change Flexibility

Encriss reserves the right to modify, update, replace, or discontinue AI models or features without guaranteeing identical outputs or behavior.

16. INDEMNITY

16.1. Mutual Indemnity

Each Party (“Indemnifying Party”) agrees to indemnify and hold harmless the other Party (“Indemnified Party”), including its officers, directors, employees, agents, representatives, and affiliates, from and against all liabilities, losses, damages, costs, claims, expenses, and proceedings, including reasonable legal fees, incurred or suffered by the Indemnified Party arising out of or relating to:

(a) any breach by the Indemnifying Party of these Terms;
(b) any breach of representations, warranties, obligations, or undertakings under these Terms;
(c) negligence, fraud, wilful misconduct, or unlawful act of the Indemnifying Party; or
(d) any third-party claim, demand, suit, action, or proceeding arising from the Indemnifying Party’s breach, violation, negligence, fraud, wilful misconduct, or non-compliance with these Terms.

16.2. Notice of Claims

The Indemnified Party shall provide prompt written notice to the Indemnifying Party regarding the existence and specifics of any claim for which indemnity is sought.

Failure or delay in providing such notice shall not reduce, dilute, waive, or lessen the Indemnifying Party’s indemnity obligations, except to the extent such delay materially prejudices the Indemnifying Party’s ability to defend the claim.

16.3. Settlement

The Indemnifying Party shall not settle, compromise, admit liability, or dispose of any indemnified claim without the prior written consent of the Indemnified Party.

Such consent shall not be unreasonably withheld, delayed, or conditioned.

16.4. Client-Specific Indemnity

Without prejudice to the general indemnity obligations set out above, the Client shall indemnify, defend, and hold harmless Encriss, including its officers, directors, employees, agents, representatives, affiliates, partners, and service providers, from and against any and all Losses arising out of or in connection with:

(a) any misuse of the Platform, Services, or Deliverables by the Client or its Users;
(b) any violation of Applicable Law, regulations, third-party terms, platform policies, communication policies, or Meta / WhatsApp policies by the Client or its Users;
(c) any claims arising from Client Data, including its accuracy, legality, ownership, processing, transmission, storage, or use;
(d) any failure by the Client to obtain necessary consents, permissions, authorizations, approvals, licenses, or legal bases; and
(e) any use of AI-generated outputs in a manner contrary to these Terms.

16.5. Third-Party and Platform Use Indemnity

The Client further agrees to indemnify, defend, and hold harmless Encriss from and against any and all Losses arising out of or relating to:

(a) suspension, restriction, termination, blocking, banning, or limitation of third-party services, including Meta / WhatsApp services, due to Client actions, omissions, data, communications, campaigns, or usage;
(b) use of third-party integrations, APIs, systems, accounts, credentials, infrastructure, or services configured by or on behalf of the Client; and
(c) any claims brought by third parties arising from the Client’s use of the Platform, Services, Deliverables, chatbot systems, AI systems, automation workflows, integrations, APIs, or communication services.

16.6. Defence Control

The Indemnifying Party shall assume the defence of the relevant claim using counsel reasonably acceptable to the Indemnified Party.

The Indemnified Party shall have the right to participate in such defence at its own cost.

16.7. Cooperation

The Indemnified Party shall provide reasonable cooperation and assistance in the defence of any indemnified claim, at the cost of the Indemnifying Party.

16.8. Immediate Mitigation by Encriss

Encriss shall have the right to take immediate corrective, preventive, protective, restrictive, or mitigating actions in case of any claim, threat, investigation, complaint, risk, misuse, violation, or potential liability arising from Client actions, Client Data, Client communications, Client integrations, or Client use of the Platform or Services, without requiring prior approval from the Client.

16.9. Survival

The provisions of this Indemnity Clause shall survive termination, expiry, suspension, or discontinuation of the applicable Services, subscription, SOW, engagement, or these Terms.

17. SUSPENSION & TERMINATION

17.1. Termination for Cause

Encriss shall have the right to suspend or terminate these Terms, the Services, Subscription Services, Platform access, and/or any applicable SOW, in whole or in part, with immediate effect upon written notice to the Client in the event of:

(a) breach of any material provision of these Terms or any applicable SOW;
(b) payment default or failure to comply with payment obligations;
(c) misuse of the Platform, Services, Deliverables, APIs, chatbot systems, AI systems, automation workflows, integrations, or communication services; or
(d) violation of Applicable Law, regulations, third-party terms, platform policies, or Meta / WhatsApp policies.

17.2. Termination for Convenience by Encriss

Encriss reserves the right to terminate these Terms, the Services, Subscription Services, Platform access, or any applicable SOW, in whole or in part, by providing thirty (30) days’ prior written notice to the Client.

17.3. Termination by Client

The Client may terminate these Terms, the Services, Subscription Services, or any applicable SOW by providing written notice to Encriss, subject to:

(a) completion of the applicable minimum commitment period; and
(b) payment of all outstanding dues, accrued charges, usage charges, third-party charges, applicable termination charges, and any other amounts payable to Encriss.

17.4. Immediate Suspension Right

Encriss may suspend the Services, Subscription Services, Platform access, APIs, integrations, chatbot systems, AI systems, automation workflows, communication services, support services, or any related Deliverables without prior notice in case of:

(a) risk to the Platform, systems, infrastructure, data, security, or other clients;
(b) misuse, fraud, abuse, or unauthorized activity;
(c) compliance issues or suspected violation of Applicable Law;
(d) violation of third-party policies, including Meta / WhatsApp policies;
(e) payment default; or
(f) any act or omission that may expose Encriss to legal, regulatory, operational, financial, reputational, or security risk.

17.5. Auto-Termination on Long Default

These Terms, the applicable Subscription Services, Platform access, or any applicable SOW may stand terminated automatically if payment default, material breach, or non-compliance continues for more than thirty (30) days.

17.6. Effect of Termination

Upon termination or expiry of these Terms, the Services, Subscription Services, Platform access, or any applicable SOW:

(a) all rights and licenses granted to the Client shall immediately cease;
(b) access to the Platform, Services, APIs, chatbot systems, AI systems, automation workflows, integrations, dashboards, communication systems, support services, and Deliverables may be suspended or terminated; and
(c) Encriss shall have no obligation to continue providing the Services, support, maintenance, hosting, updates, integrations, or related assistance.

17.7. Data Access and Release

The Client shall not be entitled to access, retrieve, export, migrate, or receive any Client Data unless:

(a) all outstanding dues, charges, fees, third-party costs, usage charges, and applicable termination or exit charges are fully paid; and
(b) the data access, export, or retrieval request is made within the applicable retention period or grace period under these Terms.

17.8. No Liability Post-Termination

Encriss shall not be liable for any Losses arising from or relating to:

(a) suspension or termination of Services;
(b) loss of access to the Platform, Services, APIs, chatbot systems, AI systems, automation workflows, integrations, dashboards, or communication systems;
(c) discontinuation of support, hosting, maintenance, or updates; or
(d) data deletion, archival, non-availability, non-restoration, or loss of functionality after termination, expiry, or suspension.

17.9. Survival

All provisions which by their nature are intended to survive termination or expiry shall continue to remain in effect, including but not limited to provisions relating to:

(a) Intellectual Property Rights;
(b) Platform Dependency;
(c) Data Ownership and Usage;
(d) Data Retention;
(e) Confidentiality;
(f) Indemnity;
(g) Limitation of Liability;
(h) Payment obligations;
(i) Third Party Dependencies;
(j) Dispute Resolution; and
(k) Governing Law.

18. BRANDING

18.1. Platform Branding

The Client acknowledges and agrees that the Platform, including GMart Automation and associated systems, may include Encriss and/or GMart branding as part of its standard configuration.

18.2. System-Generated Communications

All system-generated communications, including but not limited to emails, notifications, chatbot interactions, reports, dashboards, automated messages, workflow outputs, invoices, alerts, and platform-generated documents, may include GMart and/or Encriss branding, logos, attribution, identifiers, or platform references for identification, traceability, auditability, and platform integrity purposes.

18.3. Restriction on Removal

The Client shall not remove, obscure, alter, modify, suppress, disable, conceal, or tamper with any branding, attribution, logo, copyright notice, trademark, service mark, platform identifier, or other identification mark of Encriss or GMart embedded within the Platform, Services, Deliverables, system-generated outputs, communications, dashboards, reports, chatbot interactions, or automated messages without prior written consent from Encriss.

18.4. Co-Branded Model

The Client acknowledges that the Platform may operate on a co-branded model. While the Client’s branding, logo, name, colours, or identity may be incorporated into the user interface, dashboards, communications, templates, or outputs, such inclusion shall not override, replace, remove, suppress, or limit Encriss and/or GMart branding unless expressly agreed in writing under a separate commercial arrangement.

18.5. Marketing and Reference Rights

Encriss shall have the right to use the Client’s name, logo, trademark, brand identity, and general description of the engagement for the purpose of identifying or referencing the Client as a customer, user, implementation client, partner, or case study in Encriss’s marketing materials, presentations, proposals, website, brochures, pitch decks, case studies, promotional materials, and sales communications, unless the Client expressly restricts such usage in writing.

18.6. White-Label Restriction

White-labeling of the Platform, Services, Deliverables, chatbot systems, AI systems, automation workflows, dashboards, APIs, communications, or system-generated outputs shall not be permitted unless expressly agreed under a separate written commercial arrangement with Encriss.

19. PARTNER MODEL

19.1. Partner Engagement

The Client acknowledges that the Services, Platform, implementation, onboarding, support, consulting, integration, or related activities may be delivered, implemented, introduced, supported, or facilitated through a Partner, affiliate, reseller, referral partner, implementation partner, consultant, or channel partner associated with Encriss.

19.2. Revenue Sharing

Any revenue sharing, commissions, referral fees, margins, incentives, payouts, commercial arrangements, or partner-linked payments involving a Partner shall be defined and governed under the applicable SOW, partner agreement, commercial arrangement, or separate written agreement, as mutually agreed.

19.3. Non-Circumvention

The Client and/or Partner shall not, directly or indirectly:

(a) bypass, avoid, circumvent, or attempt to exclude Encriss in relation to the Platform, Services, Deliverables, implementation, commercial opportunity, customer engagement, or related business opportunity;
(b) engage with any third party to replicate, substitute, rebuild, reverse-engineer, replace, or create a substantially similar system, service, workflow, automation, chatbot system, AI system, integration, or platform based on Encriss’s Platform, Services, Deliverables, workflows, methodologies, documentation, or insights; or
(c) attempt to procure, develop, license, source, or obtain similar services using Encriss Deliverables, workflows, documentation, architecture, configurations, processes, or insights.

19.4. Protection of Encriss Business Interests

The Client and/or Partner shall not:

(a) solicit, hire, engage, contract with, or otherwise use Encriss personnel, employees, consultants, contractors, developers, architects, advisors, partners, or service providers for similar or competing work outside these Terms or the applicable agreement; or
(b) use Encriss intellectual property, Platform, workflows, documentation, configurations, templates, automation logic, architecture, methodologies, know-how, trade secrets, or proprietary information for any purpose other than as expressly permitted under these Terms or the applicable written agreement.

19.5. Partner Liability

The Client shall remain fully responsible for all actions, omissions, representations, commitments, obligations, breaches, instructions, configurations, data, approvals, and conduct of any Partner, consultant, service provider, or third party engaged by or on behalf of the Client in connection with the Platform or Services.

19.6. Material Breach

Any breach of this Partner Model Clause shall be deemed a material breach of these Terms.

20. CONFIDENTIALITY

20.1. Confidential Information

Each Party acknowledges that, in the course of providing or receiving the Services, it may receive or have access to Confidential Information of the other Party.

“Confidential Information” shall include, without limitation:

(a) business, technical, financial, and operational information;
(b) trade secrets, know-how, and proprietary methodologies;
(c) Client Data and Derived Data, to the extent identifiable;
(d) Platform architecture, workflows, documentation, and configurations; and
(e) any information marked as confidential or reasonably understood to be confidential.

20.2. Obligation of Confidentiality

Each Party agrees to:

(a) maintain the confidentiality of the Confidential Information of the other Party;
(b) use such Confidential Information solely for the purposes of these Terms; and
(c) not disclose such Confidential Information to any third party without prior written consent.

20.3. Permitted Disclosures

Confidential Information may be disclosed:

(a) to employees, agents, subcontractors, or advisors on a need-to-know basis, subject to confidentiality obligations; and
(b) to the extent required under Applicable Law, provided prior notice is given where legally permissible.

20.4. Exclusions

Confidential Information shall not include information that:

(a) is or becomes publicly available without breach of these Terms;
(b) was lawfully known to the receiving Party prior to disclosure;
(c) is independently developed without reference to Confidential Information; or
(d) is lawfully received from a third party without restriction.

20.5. Data and Platform Protection

The Client acknowledges that the Platform, GMart Automation, and all related systems, configurations, workflows, and documentation constitute Confidential Information of Encriss and shall be treated accordingly.

20.6. No Copying or Reproduction

The receiving Party shall not copy or reproduce Confidential Information except as required for performance under these Terms.

20.7. Return or Destruction

Upon termination or upon request, Confidential Information shall be returned or destroyed, save for archival copies required by law or standard backup practices.

20.8. Duration

The obligations under this Clause shall survive for a period of five (5) years from the date of disclosure or termination of these Terms, whichever is later.

20.9. Remedies

Each Party acknowledges that any breach of this Clause may cause irreparable harm, and the non-breaching Party shall be entitled to seek injunctive relief in addition to any other remedies available under Applicable Law.

21. DISPUTE RESOLUTION

21.1. Arbitration

All disputes, controversies, or claims between the Parties arising out of or relating to these Terms, the Services, the Platform, any applicable SOW, or any related engagement, including disputes relating to validity, interpretation, performance, breach, termination, or damages, shall first be attempted to be resolved amicably.

If such disputes are not resolved through amicable discussions, they shall be settled by final and binding arbitration in accordance with the provisions set forth below.

21.2. Invocation of Arbitration

In the event the Parties fail to arrive at an amicable settlement within thirty (30) days from the date of written notice of the dispute, either Party may escalate the dispute to arbitration by issuing a written notice of thirty (30) days to the other Party.

Such arbitration shall be governed by the Arbitration and Conciliation Act, 1996, as amended from time to time, and any other applicable laws in force.

21.3. Appointment of Arbitrator

The dispute shall be referred to a sole arbitrator appointed by mutual agreement of the Parties.

In the event the Parties are unable to agree upon a sole arbitrator within the period specified in the notice invoking arbitration, Encriss shall have the right to appoint the sole arbitrator within a further period of thirty (30) days, provided such arbitrator is willing to act.

21.4. Seat, Venue, and Language

The seat and venue of arbitration shall be Gurgaon, India, and the language of arbitration shall be English.

For Clients located outside India, arbitration may be conducted through an appropriate arbitration centre in New Delhi, India, if mutually agreed or required for procedural convenience.

21.5. Binding Nature of Award

The arbitral award shall be in writing, setting forth the legal and factual basis for the award, and shall be final and binding on the Parties.

The Parties agree to waive all rights of appeal, except as permitted under the Arbitration and Conciliation Act, 1996.

21.6. Costs of Arbitration

Unless the arbitral award provides otherwise, all costs associated with the arbitration shall be borne by the Client.

21.7. Governing Rules and Interpretation

The arbitration proceedings shall be conducted in accordance with the applicable provisions of the Arbitration and Conciliation Act, 1996 and may be guided by the Rules of the Indian Council of Arbitration.

In the event of any conflict between the provisions of this Clause and such Rules, the provisions of this Clause shall prevail to the extent permitted under Applicable Law.

21.8. Powers of Arbitrator

Notwithstanding anything to the contrary, the arbitrator shall be bound by the express terms of these Terms and shall not have authority to modify, vary, or alter any provision of these Terms.

21.9. Enforcement

Judgment upon the arbitral award may be entered in any court of competent jurisdiction, and the Parties agree that the award shall be enforceable in accordance with Applicable Law.

21.10. Continuity of Obligations

The pendency of any dispute shall not relieve either Party of its obligation to continue performing its respective obligations under these Terms, unless such obligations are lawfully suspended or terminated in accordance with these Terms.

21.11. Interim Relief

Nothing contained herein shall prevent either Party from seeking interim or injunctive relief from a court of competent jurisdiction at any time.

22. FORCE MAJEURE

22.1. Force Majeure Event

Neither Party shall be liable for any delay or failure to perform its obligations under these Terms if such delay or failure is due to any cause or condition beyond its reasonable anticipation or control (“Force Majeure Event”).

Such causes or conditions shall include, without limitation:

(a) acts of God or acts of public enemy;
(b) acts, orders, notifications, restrictions, or directions by any government or public authority;
(c) strikes, lockouts, or labour disputes;
(d) refusal or inability of a common carrier or service provider to provide communication or infrastructure capabilities;
(e) shortages of labour, energy, or materials;
(f) freight embargoes or transportation delays;
(g) unusually severe weather conditions;
(h) earthquake, flood, fire, epidemic, or pandemic;
(i) cyber incidents, widespread internet outages, or cloud outages; and
(j) any delay or failure by any supplier, subcontractor, or third-party service provider resulting from the above or from other circumstances beyond the reasonable control of the affected Party.

Provided that lack of funds, lack of credit, or the Services becoming commercially onerous shall not constitute a Force Majeure Event.

22.2. Notice Requirement

A Party seeking to rely on this Clause shall provide written notice to the other Party within fifteen (15) days of the occurrence of the Force Majeure Event, identifying:

(a) the nature of the event;
(b) the date of occurrence; and
(c) the expected duration.

Where prior notice is not feasible, such notice shall be given as soon as reasonably practicable.

22.3. Suspension of Obligations

During the continuance of the Force Majeure Event:

(a) the obligations of the affected Party shall be suspended to the extent impacted;
(b) the affected Party shall use reasonable efforts to mitigate the effects of such event; and
(c) any service levels, timelines, delivery obligations, or performance commitments shall stand suspended without liability.

The affected Party shall periodically update the other Party regarding its inability to perform and the tentative timeline for resumption.

22.4. Resumption of Services

The obligations under these Terms shall resume as soon as the Force Majeure Event ceases to exist.

22.5. Prolonged Force Majeure

In the event a Force Majeure Event continues for a period exceeding sixty (60) days, either Party shall have the right to terminate the affected Services or applicable engagement upon written notice, without liability, except for obligations accrued prior to such termination.

22.6. Payment Obligation Carve-Out

Notwithstanding the above, Force Majeure shall not relieve the Client of its obligation to make payments due prior to the occurrence of the Force Majeure Event.

22.7. Third-Party Dependency Link

Any failure or delay caused by Third Party Technology, including cloud providers, Meta / WhatsApp, APIs, communication providers, infrastructure providers, or other third-party service providers, shall be treated as a Force Majeure Event to the extent such failure is beyond the reasonable control of Encriss.

23. MISCELLANEOUS

23.1. Modification of Terms

Except as otherwise provided herein, these Terms may be modified only by a written instrument issued or agreed by Encriss, or by a written agreement signed by duly authorized representatives of the Parties.

23.2. Assignment

These Terms shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

The Client shall not assign or transfer these Terms, any applicable SOW, or any rights or obligations hereunder, in whole or in part, without prior written consent of Encriss.

Encriss may assign or transfer these Terms, any applicable SOW, or any rights or obligations hereunder to its affiliates or in connection with a merger, restructuring, acquisition, transfer, or sale of business.

23.3. Employees and Subcontractors

Each Party shall be responsible for the acts and omissions of its employees, agents, representatives, and subcontractors engaged in the performance of its obligations under these Terms.

23.4. Independent Contractors

The Parties are independent contractors, and nothing in these Terms shall be deemed to create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between them.

23.5. Governing Law

These Terms shall be governed by and construed in accordance with the laws of India.

23.6. Jurisdiction

Subject to the arbitration provisions set forth herein, the courts at Gurgaon, Haryana shall have exclusive jurisdiction over all matters arising out of or relating to these Terms, the Services, Platform, SOW, or any related engagement.

23.7. Notices

Any notice under these Terms shall be in writing and shall be deemed duly given:

(a) upon receipt if delivered by hand;
(b) ten (10) days after dispatch if sent by registered post or Speed Post;
(c) upon delivery if sent by courier; or
(d) upon confirmation of receipt if sent via email or electronic communication.

All notices shall be sent to the addresses below, or to such other address as may be notified by either Party in writing.

If addressed to Encriss:

Name: Sumit Garg
Designation: Founder and CEO
Email: sgarg@encriss.com
Phone: +919315816885
Address: 1005, 1007, DLF Galleria Tower, DLF Phase IV, Gurgaon – 122009

23.8. Entire Agreement

These Terms, together with any applicable SOW, proposal, order form, commercial schedule, subscription plan, policy, or written agreement, constitute the entire agreement between the Parties and supersede all prior discussions, negotiations, understandings, proposals, or agreements relating to the subject matter hereof.

In the event of any conflict between these Terms and any SOW or Schedule, the terms of the SOW shall prevail only with respect to scope, Deliverables, timelines, and commercials, and not with respect to legal protections, intellectual property rights, limitation of liability, confidentiality, indemnity, dispute resolution, data rights, termination rights, or other risk allocation provisions.

23.9. No Waiver

Failure or delay by either Party in enforcing any provision of these Terms shall not constitute a waiver of such provision or any other provision.

No waiver shall be valid unless made in writing and signed by the Party granting such waiver.

23.10. Non-Solicitation / No Poaching

Neither Party, nor its affiliates, shall directly or indirectly solicit for employment or engagement any employee, contractor, consultant, or personnel of the other Party during the term of the engagement and for a period of two (2) years thereafter, without prior written consent.

This restriction shall not apply to general public advertisements or recruitment efforts not specifically targeted at such employees, contractors, consultants, or personnel.

23.11. Headings and Interpretation

Headings are for convenience only and shall not affect interpretation.

Numbering does not imply priority.

23.12. Counterparts

These Terms, any applicable SOW, or any related agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument.

23.13. Severability

If any provision of these Terms is held invalid, illegal, or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

23.14. Use of Client Marks

The Client grants Encriss a non-exclusive right to use its name, logo, trademarks, trade names, and brand identifiers (“Client Marks”) solely for:

(a) performance of Services; and
(b) marketing, case studies, presentations, proposals, customer references, and promotional materials.

23.15. Audit Restriction

The Client shall have the right, upon prior written appointment and not more than once in a calendar quarter, to conduct a limited virtual review of its own Client Data hosted within the Platform, solely for the purpose of data transparency and verification.

The Client shall not have any audit rights over Encriss systems, infrastructure, source code, proprietary technology, internal tools, security configurations, platform architecture, workflows, documentation, confidential information, or internal processes, except to the limited extent required under Applicable Law and only upon prior written consent of Encriss.

Contact Information

Encriss Technologies LLP
Founder & CEO: Sumit Garg
Email: sgarg@encriss.com
Website: https://www.encriss.com
Platform: https://www.gmart.in
Address: 1005, 1007, DLF Galleria Tower, DLF Phase IV, Gurgaon – 122009, India