Terms And Conditions

This Software Services Agreement (hereinafter referred to as the “Agreement”) is made and entered into on the date of going live, between Infiniti Software Solutions generally referred as Infiniti and the party who wish to use the solution “ExpenseOut”, who is generally referred as “THE CLIENT”

WHEREAS:

Infiniti is a travel technology company specialized in creating web-based solutions for companies looking to manage their travel and expenses. Infiniti has different products catering to the need of airlines, corporates and travel agencies.
THE CLIENT wants to appoint Infiniti to provide Expense Management (as defined below) and for carrying out Services (as defined below). Infiniti has approached THE CLIENT and represented that it has the necessary resources, approvals, Licenses, infrastructure, skills, manpower and organizational capacity required to provide the Expense Management and Services to THE CLIENT.
THE CLIENT on the basis of the above representation of Infiniti wishes to appoint Infiniti on a non-exclusive basis to provide Expense Management and Services on the terms and conditions as mentioned herein.

NOW THIS AGREEMENT WITNESSES AND THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definitions:

“Agreement” shall mean the agreement between Infiniti and THE CLIENT for the provision of the Expense Management as a service, incorporating these terms and conditions (including the Schedules) and the Statement of Services and any amendments to the Agreement from time to time:

“Business Day” means any weekday, other than a bank or public holiday in India;

“Business Hours” means between 09:00 and 17:30 Indian Standard Time on a Business Day

“Charges” mean the amounts payable by THE CLIENT to Infiniti as per the terms of this Agreement

“Client” means THE CLIENT specified in the Statement of Services;

“Confidential Information” means (a) Any information disclosed (whether disclosed in writing, orally or otherwise) by THE CLIENT to Infiniti during the Term of this Agreement that is marked as “confidential”, described as “confidential” or should have been understood by Infiniti at the time of disclosure to be confidential;(b) The financial terms and conditions of the Agreement; (c) data or information uploaded to, stored on, processed using or transmitted via the Expense Management by or on behalf of THE CLIENT or by any person or application or automated system using THE CLIENT account; and (d) data or information otherwise provided by THE CLIENT to Infiniti in connection with the Agreement;

“Content” here means any data i.e., query-based or macro-related or any other types of data that would harm the working of Expense Management or would cause harm to Infiniti.

“Customisation Services” means any new development in the product required by THE CLIENT

“Defect” means a defect, error or bug having a materially adverse effect on the appearance, operation or functionality of the Expense Management, but excluding any defect, error or bug caused by or arising as a result of

An act or omission of THE CLIENT, or an act or omission of one of Infiniti employees, officers, agents, suppliers or subcontractors; and

An incompatibility between Expense Management and any other system, application, program or software not specified as compatible in the Statement of Services;

“Documentation” means the documentation produced by Infiniti and made available on the Expense Management to THE CLIENT specifying how the Expense Management should be used;

“Effective Date” means the date that the Agreement comes into force as specified in Clause 2;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars;

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, patents, petty patents, topography rights and rights in designs);

“Services” means all the services provided or to be provided by Infiniti to THE CLIENT under the Agreement, including the Support Services;

“Statement of Services” means the document made available by Infiniti to THE CLIENT during the order process that specifies the identity of THE CLIENT, and other matters relating to the Agreement.

“Support Services” means support and maintenance of products and services provided or to be provided by Infiniti to THE CLIENT.

“Expense Management” means a web-based self-service tool for employees, which automates the process of requesting, approving and processing employee requests, thus reducing the time it takes to clear employee claims, Expense requests through a platform hosted, operated and maintained by Infiniti on a 24-hour, 7-day a week basis and the support services during business hours.

“Term” means the term of the Agreement.

2. Agreement :

The Agreement will come into force on the date of going live receipt by Infiniti of THE CLIENT’s order for the Expense Management and the Services

3. The Product: Expense Management :

3.1 Infiniti will make available the Expense Management to THE CLIENT and its associate firms (hereinafter referred to as THE CLIENT) by setting up an administration account for THE CLIENT on the Expense Management and providing to THE CLIENT login details for that account within 7 (seven) Business Days following the Effective Date.

3.2 Subject to the limitations set out in Clause 3.3 and the prohibitions set out in Clause 3.4, Infiniti hereby grants to THE CLIENT a worldwide, non-exclusive licence to a software services model to use the Expense Management for the permitted purpose via any supported web browser in accordance with the Documentation during the Term.

3.3 The license to software service model granted by Infiniti to THE CLIENT under Clause 3.2 is subject to the following limitations:
(a) Expense Management can be used at any point in time by any number of licensed users, provided that THE CLIENT may add or remove user licences;
(b) Expense Management may only be used by the employees of THE CLIENT; and:
(c) THE CLIENT must comply at all times with the terms of the acceptable use policy set out in Schedule 3 and comply with the terms of that acceptable use policy.

3.4 Except to the extent mandated by applicable law or expressly permitted in the Agreement, the license to the software service model granted by Infiniti to THE CLIENT under this Clause 3 is subject to the following prohibitions.
(a) THE CLIENT must not sub-license it;
(b) THE CLIENT must not frame or otherwise re-publish or re-distribute the Expense Management software; and
(c) THE CLIENT must not alter, adapt, or edit the Expense Management save as expressly

3.5 For the avoidance of doubt, THE CLIENT has no right to access the object code or source code of the Expense Management either during or after the Term.

3.6 All Intellectual Property Rights in the Expense Management shall, as between the parties, be the exclusive property of Infiniti.

3.7 THE CLIENT shall ensure that no unauthorised person will or could access the Expense Management using THE CLIENT’s account.

3.8 THE CLIENT must not use the Expense Management in any way that causes or may cause, damage to the Expense Management or impairment of the availability or accessibility of the Expense Management, or any of the areas of, or services on, the Expense Management.

3.9 THE CLIENT must not use the Expense Management:
(a) In any way that is unlawful, illegal, fraudulent or harmful; or
(b) In connection with any unlawful, illegal, fraudulent or harmful purpose or activity

4. Support Services and Upgrades

4.1 During the Term, Infiniti will provide the Support Services to THE CLIENT and may apply upgrades to the Expense Management, in accordance with the service level agreement.

4.2 Infiniti may sub-contract the provision of any of the Support Services with the prior written consent of THE CLIENT. Infiniti will make sure that there is no deterioration in the service level agreement and the said sub-contractor shall abide by the terms and conditions of this Agreement.

5. THE CLIENT Materials

.5.1 All Intellectual Property Rights in THE CLIENT materials will remain, as between the parties, the property of THE CLIENT.

6. Charges

6.1 Infiniti will issue invoices for the Charges to THE CLIENT in accordance with the provisions of Schedule 2.

6.2 THE CLIENT will pay the charges upfront every month to Infiniti within 15(fifteen) Business working days of the date of receipt of an invoice issued in accordance with Clause 6.1.

6.3 THE CLIENT agrees that such software service model charges do not include the value-added or goods and services taxes, customs and/or duties mandated by the Indian government in respect of the Software Service or the provision of the Support Services herein (if any) and agrees to pay the applicable taxes as mentioned in the invoices.

6.4 Charges must be paid by bank transfer (using such payment details as notified by Infiniti to THE CLIENT from time to time).

6.5 If THE CLIENT does not pay any amount properly due to Infiniti under or in connection with the Agreement, Infiniti may claim interest from THE CLIENT.

6.6 Infiniti may suspend access to the Expense Management and the provision of the Services if any amounts due to be paid by THE CLIENT to Infiniti under the Agreement is overdue by more than 30 (thirty) days.

7. Warranties

7.1 THE CLIENT warrants to Infiniti that:
(a) It has the legal right and authority to enter into and perform its obligations under the Agreement.
(b) Provide materially accurate data and information to Infiniti in connection with the Services.
(c) Data provided legally belongs to THE CLIENT and THE CLIENT has the sole right to provide it to Infiniti.
(d) Ensure that THE CLIENT Data does not violate any Intellectual Property Rights.
(e) It will discharge its obligations under this Agreement with reasonable skill and care, including but not limited to good industry practice.

7.2 Infiniti warrants to THE CLIENT that:
- It has the legal right and authority to enter into and perform its obligations under the Agreement.
- It will provide the Services, Software and any Deliverables with the best skill, care and diligence in accordance with the best industry standards. (“THE CLIENT Data”).
- It has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
- The data shared by THE CLIENT to Infiniti would be used only for the services of Expense Management and its related matters.
- Expense Management will incorporate security features reflecting the requirements of good industry practice.
- The application of updates and upgrades to the Expense Management by Infiniti will not introduce any Defect into the Expense Management.

7.3 Infiniti shall at all times represent, warrant, undertake and guarantee that THE CLIENT has sole ownership of the Confidential Information stored in any part of THE CLIENT Data whether or not used in connection with the purpose of this Agreement.

7.4 The Infiniti warrants to THE CLIENT that the Expense Management, when used by THE CLIENT in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under Indian law.

7.5 Infiniti warrants to THE CLIENT that the Expense Management, when used by THE CLIENT in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

8. Indemnities

8.1 Infiniti agrees to defend, indemnify and hold harmless THE CLIENT and its affiliates, from and against any and all damages, costs, expenses, liabilities, claims and causes of action, including, without limitation, reasonable attorneys’ fees, expenses and costs in the defence and disposition of such matters and in relation to enforcing this indemnification provision (together, “Damages”) in any way arising by reason of or relating to any claim (i) by any third party (including any governmental authority) arising from or relating to a claim that Expense Management or Services infringe, misappropriate, breach or violate Intellectual Property of such third party; and/or (ii) arising from the breach by the Infiniti of its material obligations, representations and warranties forming part of this Agreement.

9. Data protection

9.1 THE CLIENT warrants that it has the legal right (subject to applicable statutory guidelines) to disclose all personal data that it does, in fact, disclose to Infiniti under or in connection with the Agreement.

9.2 Infiniti warrants that:
- It will act only on instructions from THE CLIENT in relation to the processing of any personal data performed by Infiniti on behalf of THE CLIENT; and
- It has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of personal data and against loss or corruption of personal data processed by Infiniti on behalf of THE CLIENT.

10. Confidentiality

10.1 Infiniti will:
- Keep confidential and not disclose THE CLIENT Confidential Information to any person save as expressly permitted by this Clause 10.2;
- Protect THE CLIENT’s Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

The obligations set out in this Clause 10.1 above shall not apply to Infiniti if:
THE CLIENT’s Confidential Information is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that Infiniti must where permitted by law give to THE CLIENT prompt advance written notice of such disclosure requirement and if legally possible, to obtain an order or other reliable assurance that confidential treatment shall be accorded to such portion of the Confidential Information to be disclosed which THE CLIENT designates.
THE CLIENT’s Confidential Information is required to be disclosed to Infiniti’s employees, independent contractors and agents (collectively, “Representatives”) who have a need to know such Confidential Information in the performance of this Agreement and who have signed customary confidentiality agreements.

11. Term & Termination

11.1 This Agreement shall come into effect from the Effective Date and shall continue in effect for a period of thirty-six (36) months from the Effective Date (“Term”) unless or otherwise terminated in accordance with this Agreement

11.2 Each Party shall have the right to terminate this Agreement if the other Party commits a breach of this Agreement, by negligent act or omission and such breach is not remedied within sixty (60) days of being required to do so in writing by the Party, not in breach.

11.3 THE CLIENT shall have the right to terminate this Agreement at any time without cause or consequence by giving Infiniti no less than one (1) month’s advance notice in writing.

11.4 This Agreement may be terminated by either Party for cause, by written notice, immediately upon the occurrence of any of the following.
- A receiver is appointed for either Party or it’s/his property;
- The other Party makes a general assignment for the benefit of its/his creditors;
- The other Party commences against itself, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, or
- A proceeding for compulsory winding up is admitted by a court of competent jurisdiction.

11.5 Effects of Termination: Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the Parties shall cease, except that (a) all obligations that accrued prior to the effective date of termination and all remedies for breach of this Agreement shall survive, and (b) the provisions of Clauses 7 (Warranties), 8 (Indemnity), 9 (Data Protection), 10 (Confidentiality), 13 (General Provisions) and this Clause 11.5 (Effects of Termination), shall survive.

12. Force Majeure Event

12.1 Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under the Agreement, those obligations will be suspended for the duration of the Force Majeure Event.

12.2 A Party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under the Agreement, will:
(a) Forthwith notify the other Party; and
(b) Will inform the other of the period for which it is estimated that such failure or delay will continue.

12.3 The affected Party will take reasonable steps to mitigate the effects of the Force Majeure Event.

13. General Provisions

13.1 No breach of any provision of the Agreement will be waived except with the express written consent of the Party not in breach.

13.2 If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect. If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

13.3 The Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.

13.4 Save as expressly provided in this Clause or elsewhere in the Agreement, neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any contractual rights or obligations under the Agreement.

13.5 The Agreement is made for the benefit of the Parties and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree to any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

13.6 Subject to Clause 9.1, the Agreement and the acceptable use policy referred to herein constitute the entire agreement between the parties in relation to the subject matter of the Agreement and supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

13.7 The Agreement will be governed by and construed in accordance with the laws of India and the courts at Chennai will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

13.8 The Parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

13.9 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

Schedule 1

Charges

1. Introduction

1.1 The Charges under the Agreement will consist of the following elements:

(a) Monthly Charges, in respect of access to and use of the Expense Management

(b) THE CLIENT agrees that such licensing charges do not include the value-added or goods and services taxes, customs and/or duties mandated by the Indian government in respect of the Software Services or the provision of the Support Services herein (if any) and agrees to pay the applicable taxes as mentioned in the invoices.

(c) Initial training which includes both user and technical training is subject to successful completion of delivery, installation and validation of the software.

(d) Payment is to be made in the name of Infiniti Software Solutions Pvt Ltd.

2. Users Charges

2.1 The Charges in respect of access to and use of the Expense Management.

One-Time Implementation Fee	NIL
Monthly Charges	Based on the commercial finalised by both parties.

Note:

Any changes in terms of workflow, changes in product template and any 3^rd party tool/application integration will be considered as product customization.
Minimum number of users per month – 0. Customization charges – Rs.1500/Hr
All the charges mentioned under this agreement shall be subject to deduction of TDS and addition of service tax. It is exclusive of taxes.
Any other Third-Party Integration will be Charged Extra.
Additional users will be added at the above-mentioned cost

3. Payment Process

3.1 Monthly/Half-Yearly/Annual Charges should be Upfront.

Schedule 2

Acceptable Use Policy

(1) General restrictions

THE CLIENT must not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service, or any of the areas of the Service.

THE CLIENT must not use the Service:

(a) In any way that is unlawful, illegal, fraudulent, or harmful to Infiniti; or

(b) In connection with any unlawful, illegal, fraudulent, or harmful activity to Infiniti.

(2) Unlawful and illegal material

THE CLIENT must not use the Service to store, host, copy, distribute, display, publish, transmit or send Content that is illegal or unlawful, or that will or may infringe a third party’s legal rights, or that could give rise to legal action whether against THE CLIENT or Infiniti or a third party (in each case in any jurisdiction and under any applicable law). Content (and its publication on the Service) must not:

(a) Be libellous, maliciously false, obscene or indecent;

(b) Infringe any copyright, moral rights, database rights, trademark rights, design rights, rights in passing off, or other intellectual property rights;

(d) Constitute negligent advice or contain any negligent statement;

(e) Constitute an incitement to commit a crime;

(f) Be in contempt of any court, or in breach of any court order;

(g) Be in breach of racial or religious hatred or discrimination legislation;

(h) Be blasphemous;

(i) Be in breach of official secrets legislation; or

(j) Be in breach of any contractual obligation owed to any person.

THE CLIENT must not submit any Content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaints.

(3) Breaches of this Policy

Without prejudice to this general right and Infiniti’s other legal rights, if THE CLIENT breaches this Policy in any way, Infiniti may:

a) Delete or edit any of THE CLIENT Content;
b) Send THE CLIENT one or more formal warnings;
c) Temporarily suspend THE CLIENT access to a part or all of the Service; and/or
d) Permanently prohibit THE CLIENT from using a part or all of the Service.

(4) Monitoring

Notwithstanding the provisions of this Policy, Infiniti does not actively monitor content.

Statement of Services

Expense Management specification

Users can access Expense Management using the current versions of the following internet browsers:

(a) Microsoft Internet Explorer;

(b) Mozilla Firefox;

Several of the reports generated by Expense Management require the installation of Microsoft Excel 2007, 2010 or 2013 in order to be viewed by a user. The Expense Management will be protected using the following security systems and technologies:

(a) Server acess monitoring;

(b) Security vulnerability scanning;

(d) Anti-virus protection.

Licensing

THE CLIENT will advise Infiniti in writing or by email for any deletions or additions for licensed users. Infiniti will update the Expense Management profile to reflect the new number of licensed users within 48 hours of receiving the request from THE CLIENT.