TERMS AND CONDITIONS

The terms and conditions contained herein (‘T&C”) shall apply to an User when it browses

https://itsez.tech/ shall form a valid and legally binding agreement and contain the complete terms and conditions that apply to a User and govern the User’s access to and use of the Service (as defined below) . However, for certain Services, the User may have to agree to additional terms and conditions. Unless otherwise provided, those additional terms shall be deemed to be part of this T&C.

1. DEFINITIONS

Unless repugnant to the context, the terms used in the T&C have the following meaning:

“Force Majeure Event” includes any act, event, non-happening, omission or accident beyond the reasonable control of ITSEZ and includes, without limitation, the following events:

(a)strikes, lock-outs or other industrial action;

a) riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

b) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

c) impossibility of the use of public or private telecommunications networks or internet services;

And

d) the acts, decrees, legislation, regulations or restrictions of any government, as may be

applicable.

“Personal Data” shall have the same meaning as ascribed to the term “Sensitive Personal Data” or “information” under the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or information) Rules, 2011 (as amended from time to time).

“Services” means the product or services offered by ITSEZ through the Website, including but not limited to facilitation interaction between the User and Counter parties to enable them to enter into transactions, including (without limitation) for securitisation, direct assignments, or any other product or services offered.

‘ITSEZ’ means ITSEZ TECH Private Limited (including its successors and assigns)

“User” means any authorized representative or person may hold an account on and access the

Website.

a) ln case of an individual, any person who visits the Website and provides information on the Website;

or

b) ln case of persons other than individuals,

 i. An entity who holds an account on the Website, and who may access the Website

through its representatives or authorised officials; or 

ii. An entity on whose behalf

“Website” means the Website (including sub-Websites) launched by ITSEZ for offering Services to the User.

2. ACCEPTANCE OF T&C

a) By (i) using the Website or availing the Services provided through the Website in any way; or

(ii) browsing the Website, the User is deemed to have read, understood and accepted the T&C

as well as the privacy policy which is available on the Website and can be accessed at [insert

Url].

b) ln the event the User is not agreeable to the T&C, it shall not access the Website or avail the
Services and shall immediately recluse itself from usage of any form of the Website and any
associated Services.

c) This T&C contained herein expressly supersede all prior agreements or arrangements between ITSEZ and the User.

d) The User understands that the access to the Website and the offer of Services is conditional

upon the User’s irrevocable consent and acceptance of all the terms, conditions and obligations

contained in this T&C (as may be amended from time to time). For utilizing the Services, the

User agrees to enter into or execute any document, agreement or terms and conditions which

is required by ITSEZ and agrees to be abide by such document or agreement or terms and

condition while utilizing the services on the Website.

e) By accessing the Website, the User hereby agrees to receive communication regarding

registration on the Website or Website Services (including but not limited to any promotional,

transactional messages) through Email and/or SMS and/ or any other electronic medium, third

party channels (including WhatsApp) from ITSEZ.

f)  By agreeing to the T&C and by availing the Services, the User represents that. 

i) The User acknowledges in relation to the Services that ITSEZ is merely providing a

Website for facilitating the transactions between the User and the Counterparties on the

Website and shall ín no manner be liable or responsible for any such transactions or be

construed as an agent of the User in relation to the Services.

 ii. The User acknowledges and agrees that any use of the Website and the availing of the

Services are at the sole risk of the User.

iii. The User acknowledges and agrees that it is solely responsible for its data uploaded to or

transmitted through the Website, as well as, the consequences of uploading or transmitting

its data onto or through the Website.

iv. The User acknowledges, represents, and warrants that with respect to any data posted on

or transmitted through the Website:

v. it has all necessary licenses, rights, consents, and permissions to upload, transmit, or

publish such data and that it grants ITSEZ, express, irrevocable license and authorization

to use such data for the Services; and 

vi. Any use by ITSEZ of the data uploaded, transmitted, or published by it on the Website will

not constitute infringement of any third party’s rights, over such data posted or transmitted

through the Website.

g) The User agrees and acknowledges that it is solely responsible to ITSEZ and to any other party for any breach of its obligations under the T&C and for the consequences of any such breacñ(including any loss or damage which ITSEZ may suffer).

3. USE OF WEBSITE AND SERVICES

a) ln order to access the Website and to obtain the benefit of the Services, the User will have to

register and create an account by providing accurate and complete information. ITSEZ is not

responsible for verifying the accuracy and completeness of any such information. The User

agrees and acknowledges that the onus of ensuring the completeness and accuracy of such

information shall, at all times, lie with the User.

b) Without prejudice to the above, the User hereby agrees, acknowledges and accepts that ITSEZ may, for the purpose of rendering the Services, seek to obtain such necessary and requisite information and data as required by it from various authoritative sources including but not limited to statutory and regulatory filings, credit bureau records and such other sources as

determined by it at its sole discretion, as required by it to effectively render the Services and

the User hereby accepts and provides consent for the same.

c) ITSEZ reserves the right to reject the request for creation of the account, at its sole discretion,

if the data or information submitted appears to be incomplete, incorrect or fraudulent.

d) On the creation of the account, ITSEZ grants to the User a non-exclusive, limited privilege to

access and use the Website and the Services offered on the Website, subject to compliance

with the T&C. The account created by the User for use of the Website shall be nontransferable and its use is restricted to the User creating the account.

e) The User is solely responsible for its account and any act¡vity on it, and must keep the log-in

credentials (log-in lD and password) in respect of its account secure at all times. The User shall

not sell, transfer or sublicense the log-in credentials in relation to its account on the Website

to any other person. The User shall ensure that only its duly authorized personnel shall access  

and operate its account. The User undertakes that the User shall promptly on becoming aware

of any unauthorized use of its account, notify ITSEZ of such unauthorized use or access . lt is

expressly understood that ITSEZ shall not be liable to ensure or verify that the usage of the

User’s account is by its authorized persons and that the onus of ensuring that only authorized

personnel access and operate the said account shall, at all times, lie with the User. The User

agree and acknowledge that failure to notify ITSEZ regarding any such unauthorized use of its

account on the Website may attract liability on the User for any losses/damages caused by

any unauthorized use of the account.

f) The availing of the Services and the use of Website is only for purposes permitted by: (i) the

T&C; and (ii) any applicable law, regulation or generally accepted practices or guidelines and

the same shall not be for any other illegal or other purpose which is expressly or impliedly

barred by any applicable law, statute, ordinance or regulation in force from time to time.

4. GENERAL UNDERTAKINGS OFTHE USER

a) The User agrees to access any information, material, documents on Website, provided by itself or any third party but accessible to the User, or avail any Service only through the authorized access provided by ITSEZ.

b) The User shall not use or attempt to use any unauthorized means, including but not limited to, use of any deep link, program, automatic device, algorithm or methodology, or any similar

processes, or hacking to access, utilize, copy or monitor any parUfeature of the Website or its

content, or avail any Services or in any way reproduce or circumvent the source code, structure

or layout of the Website, or obtain or attempt to obtain any information not openly available on

the Website.

c) The User undertakes not to attempt to gain any unauthorized access to the Website, the server on which the Website is hosted or any other database, server or computer connected to the Website.

d) The User shall not misuse the Services or corrupt or try to corrupt the Website by introducing

any bugs, viruses, worms, malwares, spyware or any similar program which is malicious or

Harmful.

e) The User further undertakes not to:

i. engage in any activity that disrupts access to the Website or the Services;

ii. disrupt or interfere with the security of, or otherwise cause harm to, the Website,

accounts, passwords, servers or networks connected to or accessible through the

Website; 

iii. cause any interference or attempt to interfere with the proper working of the Website or

any transaction being conducted on the Website, or with any other person’s use of the

Website; 

iv. upload or distribute files that contain such material which is infringing any third party

intellectual property rights;

v. use the Website or Services for any purpose that is fraudulent, unlawful or prohibited

by the T&C and by applicable law, or to solicit the performance of any illegal activity or

other activity which infringes the rights of ITSEZ or any Counterparties; 

vi. download any file posted by the other party that the User should know, or reasonably

should know, cannot be legally distributed in such manner; 

vii. violate the T&C or any applicable laws or regulations for the time being in force.

5. CONFIDENTIALITY

  1. The User acknowledges and agrees that all information, data or details in any form with respect to the Website, its designs, structure and arrangement, visual interfaces, specifications,documentation, components, source code, object code, images, icons, audio-visual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part in addition to all documents, data, papers, statements, any business/customer information, trade secrets and process of ITSEZ relating to its business practices or in connection with the provision of services by ITSEZ, trade and business of ITSEZ, or othen¡vise, any information, available to it through Website (“Confidential information”) is of a sensitive and confidential nature.
  1. The User undertakes to keep all Confidential information confidential and shall ensure that none any of its employees, agents, representatives do anything to breach the confidentiality. The User undertakes to use all Confidential information with such care and discretion, but not less than reasonable care, to avoid disclosure, publication or dissemination of Confidential information as it uses with its own similar information that it does not wish to disclose, publish or disseminate. 
  1. The User may disclose Confidential information only to: 

i. its employees, representatives, agents or contractors on a ‘need to know’ basis and only for the purposes of performance of its obligations under the transaction/Services;

 ii. the extent required by any regulatory authority or governmental authority under applicable law; and

iii. any other party with the User’s prior written consent.

  1. The User agrees:

 i. to take all necessary action to protect the Confidential information against misuse, sale, loss, destruction, deletion and/or alteration; 

ii. use the Confidential information only in connection with the Services/transaction for which the Confidential information is obtained; and 

iii. not to misuse or permit misuse directly or indirectly, commercially exploit the Confidential information of ITSEZ or any other party available to it through the Website for economic or other benefit or in a manner prejudicial to ITSEZ. 

6. DATA PROTECTION

a) The storage, usage and transmission of all information obtained by it through the Website,

shall at all times be in accordance with the information Technology Act, 2000 read with information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or information) Rules, 2011 and all other applicable law. 

b) ITSEZ shall at all times have appropriate technical and organizational measures in place to:

i. prevent unauthorized or unlawful processing of any Personal Data/Confidential information;

ii. protect any Personal Data/Confidential information against accidental loss, destruction or damage; 

ii. ensure the reliability of its employees/contractor having access to the Personal Data/Confidential Information; 

7. SERVICE LIMITATIONS 

a) ITSEZ, its, employees, agents, and associates, will not be liable with respect to any subject matter relating to the T&C under any contract or torts, or on account of negligence, strict liability or other legal or equitable rights for: (i) any special or consequential damages; (ii) for interruption of use; (iii) loss or corruption of data.

b) ITSEZ shall not be liable or responsible for:

i. any faulty operation of system during accessing of Website or during the transmission/transfer of any data/information;

ii. any damage that occurs due to any information provided by the User but not being received by ITSEZ or any other party or not being received promptly or appropriately, as a consequence of technical faults with the Website (whether or not in ITSEZ’s control); 

iii. any loss or damage caused due any bugs, viruses, worms, malwares, spyware or any similar program that may infect the User’s computer system; and

iv. any failure to perform, or delay in performance of, any of obligations or Services by ITSEZ or any other party due events outside ITSEZ’s reasonable control.

c) ITSEZ is not responsible for any indirect losses including, without limitation, loss of income, business, profits, data or any injury to reputation, however arising.

8. ASSIGNMENT RIGHTS 

a) This T&C are binding on the User, its successors and permitted assigns. lt may not transfer, assign, charge or otherwise dispose of any of its rights, benefits, liabilities or obligations, under the T&C without the prior written consent of the ITSEZ.

b) However, ITSEZ may transfer, assign, sub-contract or otherwise dispose of any of its rights, benefits, liabilities or obligations under the T&C at any time or ay involve or appoint any third party to satisfy its obligations, without any necessity to notify the User. 

9. DATA SECURITY 

a) All facilities used to store data and process the transaction will adhere to reasonable security standards, which will be at par with ITSEZ’s security standards for processing and storing its own information of a similar nature. ITSEZ has implemented industry standard systems and procedures to ensure the security and confidentiality of a transaction and related data, protect the User against anticipated threats or breaches to the security or integrity of a transaction and related data, and protect the User against unauthorized access to its data.

b) The User further acknowledges and agrees that it has granted ITSEZ the permission as well as the non-exclusive right to store and transfer its data, as part of the Services. 

c) ITSEZ does not claim any ownership, intellectual property rights or other rights whatsoever outside the scope of what is necessary to provide the Services. 

d) ITSEZ reserves the right to perform statistical analysis of the activity on the Website in order to measure interests in the various sections of the Website for the purpose of product and Service development. Any non-personal information such as internet domain, host names, lP addresses, clickstream patterns, and the dates and times on which the Website is accessed may be recorded for the purpose of analysis. The analytical data collected is for internal use only. 

10. INTELLECTUAL PROPERTY RIGHTS 

a) The Website and the arrangement and processes thereof, including, but not limited to, all text, graphics, user interfaces, visual interfaces, and the computer code , source code, object code and is owned by ITSEZ, and the design, structure, and arrangement of thereof is protected by copyright, patent and trademark laws, and all other applicable intellectual property laws and the User shall not use the aforesaid without the prior written consent of ITSEZ. 

b) The trademarks, logos and marks displayed on the Website are the property of ITSEZ, or the property of the User(s) or of any other party(ies), as the case may be. The User shall not use any trademarks, logos and marks not belonging to it, without the prior consent of ITSEZ or any other party, as the case may be. 

c) lf the User infringes or attempts to infringe the copyrights or other intellectual property rights of ITSEZ, ITSEZ may, in its sole discretion, deny the User access to and use of the Website.

11. MODIFICATION OF T&C 

The User acknowledges and agrees that ITSEZ has the right to revise, modify, amend or discontinue any of the T&C from time to time. 

12. SERVICE SUSPENSION AND TERMINATION 

a) ITSEZ does not guarantee uninterrupted access to the Website. The access to Website or the Services may be disrupted: 

i. on the occurrence of Force Majeure Event;

ii. for the purposes of repair, maintenance, upgrading or for other similar activities, shall endeavor to take all reasonable measures to minimize any such periods during which the Website and the Services are unavailable and shall put best effort in resuming the Services and the Website.

b) ITSEZ shall not be responsible or liable for any losses or damages suffered due to any of the events specified in sub-Clause (a) above due to the suspension of Services or due to the inability to cure such events. 

c) ln the event of a system failure due to any unforeseeable circumstances or disruption, the access to Website and Services may be temporarily suspended and no information may be accepted during such suspension. 

d) ITSEZ has the right to temporarily or permanently disable the User’s account when, in ITSEZ’s opinion, without any cause or notice. On such breach, ITSEZ may also block access to the User’s account and/or procure that any outstanding transactions are cancelled/suspended immediately. 

e) ITSEZ reserves the right to restrict or suspend access to the Website or terminate the Website completely, at its sole discretion. f) All provisions of the T&C, which by their nature should survive termination, shall survive termination, including, without limitation, ownership, warranty, limitations of liability, confidentiality, disclaimers, indemnity. 

13. DISCLAIMER OF WARRANTIES 

a) The Website is provided on “as is” and “as available” basis. ITSEZ hereby disclaims all warranties of any kind, express or implied, including without limitation, the warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, availability, accuracy, completeness, security or reliability of the Services and/or any data uploaded, used or transmitted on or through the Website. The User uses the data and/or the Seruices through the Website at its own discretion and risk and ITSEZ is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such data and the User assumes all liability for its use. 

b) ITSEZ is not obligated to be involved in or facilitate the resolution of any dispute between the User and any other party on the Website, the User hereby releases ITSEZ, its employees, agents, and associates from any claims, demands and damages, arising out of or in any way related to such disputes. Without prejudice to the above, the User hereby waives any legal or equitable rights or remedies that it may possess against ITSEZ in relation to the dispute. 

c) Notwithstanding anything contained in this T&C, total aggregate liability of ITSEZ shall not exceed INR 1000/- (Rupees One thousand only). 

14. INDEMNITY 

The User hereby agrees to indemnify and hold harmless ITSEZ (including its directors, employees, representatives and agents) from time to time, against any and all losses, liabilities, obligations, damages, judgments, costs, expenses (including, without limitation, advisors fees), claims, fines, penalties, proceedings, actions or demands, of any kind or nature incurred by ITSEZ caused to ITSEZ on account of User’s use of the Website or the Services, including but not limited to the violation of the T&C. 

15. GOVERNING LAW AND JURISDICTION 

The T&C are governed and construed in accordance with the laws of India and the User hereby submits themselves to the exclusive jurisdiction of courts and tribunals at Mumbai, india. The User irrevocably waives any objection it may have now or in the future to the choice of courts and tribunal of Mumbai, india as an inconvenient forum.