These Terms and Conditions are an agreement between Krishnas Digital Technologies and Softlabs Private Limited (“Salesquared”, “SaleSquared”, “Salequared SMS”, “Salesquared Voice Calls”, “Salesquared Conference Calls”, which term shall, unless it is repugnant to the context or meaning thereof, be deemed to mean and include all its affiliates, subsidiaries, successors and permitted assigns) and any person who is a user/browser/accessed the Site, (User/Customer), whether or not registered, of any of the services available on this website (Site). The term ‘Person’ shall mean and include any individual, corporation, partnership, limited liability company, trust, joint-stock company, business, limited liability partnership, trust, unincorporated association, Hindu undivided family, joint venture, an organisation similar to the foregoing, governmental authority or other entity of any nature whatsoever.
This is a legally valid agreement that lays out the terms and conditions for the use of all services which come under the Salesquared’s Services agreed by you. Therefore, the service usage is limited under all the terms & conditions herewith published.
This agreement shall be governed by the rules and regulations of the authorities of the government of India. Therefore, please read this agreement carefully. All notices under this agreement will be considered written and duly signed once the same is electronically confirmed.
1. Description of Services
“Services” in this agreement shall mean:
- telephone numbers that SaleSquared shall allocate to the Customer (hereinafter referred to as “Virtual Number/DID”);
- SaleSquared platform, user interface along with the related application program interfaces (hereinafter referred to as “API;
- SaleSquared browser extension and our software development kit;
- SaleSquared mobile phone applications (iOS & Android); and
- any other Services provided by SaleSquared
- any document made available by SaleSquared to Customer relating to the Services or its use (hereinafter referred to as “Documentation”)
By “APIs”, SaleSquared means a set of routines, protocols and tools enabled by SaleSquared which allow its Customers to develop programs as per their requirements and/or customise the Services to suit their needs. A list of APIs is available at https://developer.salesquared.io/, or maybe available on any other webpage, as may be notified from time to time.
2. Right to Use the Services
The right to use any Service is limited only to the User. However, where the User is a Company, such right shall include its employees, provided that any contraventions by the employees of such company of the provisions of the Terms and Conditions or any Service Agreement shall be deemed to be breached by the User and accordingly for the Terms & Conditions, and/or any Service Agreements, the company shall be liable to Salesquared for all such contraventions.
SaleSquared has agreed to grant to Customer a non-exclusive, non-transferable and revocable right to use the Services following the terms and conditions of this agreement, and Customer has decided to use the Services subject to such terms and conditions. The non-exclusive, non-transferable and revocable right to use the Services will cease when this agreement is terminated as per clause 16 on Termination of this Agreement. In addition, it is clarified that SaleSquared is not creating any right or interest in SaleSquared’s Virtual Numbers in favour of the Customer or its Authorised Users under this agreement; except for the limited purpose defined in this agreement.
Also, SaleSquared or any of Salesquared’s group companies and partners can use customer brand names, logos, and testimonials for marketing/promotion-related activities.
3. Restrictions and Limitations to the Right to Use the Services
User understands and agrees to the following restrictions and limitations that apply to the Customer’s right to use the Services under this agreement:
(a) SaleSquared’s numbers provided by SaleSquared can be used only for the Customer’s use, as mentioned in the documents. This number cannot be used for any other company without obtaining the requisite Authorisation from the third party and prior written approval from SaleSquared.
(b) The change of name of Customer is not permitted as the Services or any other resources in use is not transferable. The change in name between the blood relatives/ legal heirs is permitted provided a new Customer Acquisition Form (CAF), and all the procedure for registering a new subscriber is followed, and Services or any other resources are issued. However, after the name change, the connection shall be treated as a new connection. In such a case, address change is not permitted. Further, a No-Objection Certificate from the original User shall also be taken. In case of death of the original Customer, the death certificate will suffice instead of a No Objection Certificate.
(c) The Services can be used only by Customer and/or a person whom Customer may specifically authorise to use SaleSquared Services (hereinafter referred to as an “Authorised User”) for business communication purposes. It is hereby further clarified that Customers or the Authorised User(s) are not permitted to resell the right to use our Services.
(d) All the Customers, either individual or bulk, should intimate to SaleSquared, any change of address within one week of such change along with new proof of address. Suppose during the re-verification process by SaleSquared or any other Security Agency, if the Customer’s address is not correct in the database, the service may be disconnected forthwith, and the Customer shall be solely responsible for any consequent hardship. The Customer shall be suitably advised by SaleSquared while subscribing for a new connection. The database of SaleSquared must be updated at all points of time.
(e) Being a public cloud user, the Customer will share the Services or SaleSquareds telephony resources on a shared network. Therefore, customer experience may vary depending on volumes from other customers.
(f) The current API Throttling Limit is 200 per minute. This API Throttling Limit may be increased based on a request from the Customer
(g) By “API Throttling Limit”, we mean the maximum number of concurrent HTTP requests per minute on a given API endpoint. The list of API endpoints may be available at https://developer.salesquared.io, or any other webpage, as may be notified from time to time.
(h) SaleSquared is an intermediary and has no control over the way Customers use the Services. The Customer is required to use the Services in accordance with all the applicable laws. If Customer uses the Services outside of India, Customer expressly understands and agrees that Customer is responsible for determining compliance with different laws, regulations, or customs that may apply in connection with SaleSquared use of the Services.
(i) In order to give the Customer a better experience and/or to deal with certain external factors, SaleSquared reserves the right to modify the attributes and resources available to the APIs from time to time. SaleSquared will notify the Customer about any such changes made to the API through e-mail to the primary admin and popup notifications in the application. Please note that SaleSquared will not be liable to Customer or any third party for such modifications to the API/(s) or adverse effects (if any) that may result to Customer from such modifications.
(j) The Services may not be available to Customer for use if Customer exceeds their Credit Limit as defined below in clause 4.1.
(k) SaleSquared will not change or revoke the SaleSquared Numbers allocated to Customer unless:
- the telecommunication service provider revokes the SaleSquared Numbers; and/or
- a regulatory authority prohibits the use of SaleSquared Number(s); and/or
- the law requires SaleSquared to do so.
- Breach of the terms and conditions of this agreement
- the subscription is renewed on or before the due date
(l) The standard delivery time for any service is one week starting from the date of receipt of payment, verification of KYC and acceptance by SaleSquared. However, the same is subject to the agreed delivery lead times during the acceptance stage.
(m) SaleSquared ensures superior service. We are available for customer service from Monday to Friday, 10 am to 7 pm, and on Saturdays from 10 am to 4 pm, except in the case of planned maintenance or when the telecommunication service provider’s networks and servers are down. The functionality of the Services will also be subject to limitations, delays and other problems due to the use of external infrastructure, technology and services. The Customer understands that SaleSquared will not be responsible for any delays, default, or other loss or damage caused by a person outside SaleSquared control.
(n) Before beginning planned maintenance, SaleSquared will notify the registered person either by phone or SMS or WhatsApp or by chat app or by in-app notification about the maintenance activity.
(o) “SMS Credit” means one (1) standard short message (SMS) of 160 characters which shall be reflected in the User Account of the relevant User, and “Credits” shall be construed accordingly. A standard text message is 160 characters long (SMS sent using the GSM 3.38 Character set). Users can send longer SMS of up to 918 characters split into smaller SMS and later joined at the receiving end, a mobile. In this scenario, SMS length is calculated for 153 characters as seven characters are used to concatenate the message when delivered to the handset. Unicode allows the support of a much more comprehensive character set and includes most character sets in the world, the standard length of a Unicode message is 63 characters (compared to 160 for GSM). Long messages are also supported for Unicode messages, and they are in multiples of 63 (compared to 153 for GSM).
(p) Any Credit once bought cannot be refunded, encashed or otherwise redeemed by the User except for the use of Services unless specifically stated otherwise in these Terms and Conditions. If the User opts to close his User Account, all Credits accumulated in such User Account will immediately after that expire and cease to be valid. If the User Account is closed by Salesquared in accordance with the rights granted to Salesquared under the Terms and Conditions or any of the Service Agreements, all Credits accumulated in the User Account of such User shall stand forfeited immediately. Salesquared shall not incur any monetary or other liability to the User or any other person regarding Credits expiration/lost due to the closure of the User Account.
(q) Credits may not be transferred between Users or from one User Account to another User Account of the same User.
(r) Salesquared reserves the right to refuse and/or cancel the sale of Credits to any User based on its sole discretion.
(s) Salesquared reserves the right to withhold the Credits of any User, and/or do not permit such User to use such Credits for such period of time as Salesquared may in its sole discretion deem fit, in case if Salesquared observes that the User is misusing the Services (which includes but not limits to spamming, phishing Etc). User shall not use the services for any unlawful activity (including but not limited to fraudulent transactions, fraudulent communications, phishing, communication to an individual or a group of individuals to commit any fraud or deceive them).
(t) Salesquared reserves the right to confiscate any Credits of a User in accordance with the provisions of this Agreement (Confiscated Credits). All Confiscated Credits shall stand forfeited immediately, and the User shall not have any further monetary or other claim or right, and Salesquared shall have no liability whatsoever regarding such Confiscated Credits. Salesquared also reserves the right to amend the number of Credits based on the amendment in the cost of each credit due to change in commercials by Operator/Statutory Body with or without intimation to the User.
(v) Salesquared reserves the right to refuse and/or cancel the account any time at its sole discretion with or without intimation to the User.
(w) The Product is not intended to support or carry emergency calls to any Emergency Services.
By “Emergency Services” we mean services that allow a user to connect with emergency services such as law enforcement service, fire service, medical service or any other similar emergency services or any other similar emergency services.
(x) Being a public cloud user, you will share the Product/ SaleSquared’s telephony resources with all of our other customers. Your experience may vary depending on volumes from other customers.
(y) We will ensure that the Product is available for your use 24 (Twenty Four) hours a day and 7 (seven) days a week, except in the case of planned maintenance or when the telecommunication service providers’ networks and servers are down. The functionality of the Product will also be subject to limitations, delays and other problems due to the use of external infrastructure, technology and services. You understand that we will not be responsible for any delays, default, or any other loss or damage caused by a person outside our control.
(z) Before beginning planned maintenance, we will notify you at least 12 (Twelve) Normal Business Hours in advance.
By “Normal Business Hours” we mean 10 A.M. to 6 P.M. Indian Standard Time (IST) each Business Day.
By “Business Day” we mean a day other than a Saturday, Sunday or a public holiday in Hyderabad, Telangana, India.
(aa) Exotel may limit the number of Authorised Users as per the pricing and the bill plan to which you have subscribed which is available at www.app.salesquared.io/my_plan_view
(ab) Post-termination of this Agreement, you and/or your Authorised User(s) will not use the Exophone Number(s) that were allocated to you under this Agreement and we will have the right to re-allocate such Exophone Number(s) to our other customers.
(ac) The User acknowledges that Salesquared does not guarantee the continued use of any Virtual Number and that such Service Number may be discontinued without the User’s notice. If the Virtual Number of any User is discontinued, Salesquared shall make all reasonable efforts to provide such User with an alternate Virtual Number for the continuation of the Services (Alternate Virtual Number).
(ad) The User agrees that if Salesquared is unable to provide an Alternate Virtual Number due to any reason whatsoever, Salesquared shall have the right to refund the proportionate amount of Credits paid by the User for the use of the Virtual Number and such refund of Credits by Salesquared shall fully and finally settle all liabilities and claims whatsoever of the User in this regard. The User further agrees that the liability of Salesquared if Salesquared does not provide an Alternate Service Number to the User shall not under any circumstances be more than the proportionate amount of Credits paid by the User in respect of the particular Service Number.
(ae) Text and Voice Promotional Campaigns
In addition to the General Conditions of Service, a User using any of the SMS/Voice promotional campaign services (Promotional/OBD/Voice/Audio Campaign) agrees to be bound by the following terms and conditions:
- The User shall provide Salesquared with a list of recipients (each a Recipient and together with the Recipients) of a Promotional Campaign, and Salesquared shall, in accordance with the terms and conditions, push the relevant Promotional Messages to the gateway of the Operator for forwarding to the Recipients.
- The User agrees that Salesquared shall only ensure that the Promotional Messages are pushed to the gateway of the Operator through whom such Promotional Messages are transmitted to the Recipients and that Salesquared shall not be required to take any further action and shall not bear any other obligation in respect of such Promotional Messages. Salesquared does not guarantee the receipt of the Promotional Message by the Recipients and shall not be liable whatsoever for the failure of delivery of the Promotional Messages to any and/or all the Recipients.
- The User represents and warrants that all the Recipients listed in the list of Recipients provided to Salesquared have consented to receive the relevant Promotional Messages and that pushing of the Promotional Messages to such Recipients shall not constitute a violation or breach of Applicable Law, including the TRAI Regulations. If it is found that any of such Recipients has not consented to the Receipt of such Content/ Promotional Message or has objected to the receipt of such Content/Promotional Message for any reason whatsoever, all responsibility and liability in this regard shall rest solely on the User, and Salesquared shall not be responsible or liable in any manner whatsoever in this regard. The User agrees to indemnify and continue to hold indemnified Salesquared from any loss, damage, or claim in sending any Promotional Message or use of any other Service to a Recipient who has not consented to the receipt of such Promotional Message or other Service.
- The User agrees that Salesquared reserves the right, but is not obliged, to filter all Promotional Messages and also reserves the right not to push any and/or all Promotional Message to any and/or all Recipients for any reason as Salesquared may, in its sole discretion, deem fit. The User further agrees that Salesquared shall not be liable to the User or any other party in any manner whatsoever in respect of such decisions taken by Salesquared not to push any and/or all the Promotional Messages to any and/or all the Recipients and Salesquared shall also not be liable in any manner whatsoever if it does not filter such Promotional Messages.
- The User agrees that the relevant Promotional Messages shall be pushed to the Operator’sOperator’s gateway within the specific time period pre-agreed to between the User and Salesquared.
- The User acknowledges and agrees that it shall be solely responsible for ensuring all compliances with the TRAI Regulations. The User acknowledges and agrees that it shall be exclusively liable, directly or indirectly, for all damage or loss caused or alleged to be caused to Salesquared, by or in connection with any misuse of the Services provided by the company concerning pushing any commercial communications to subscribers and for any and all other violations of the provisions of the TRAI Regulations.
- The User hereby agrees to defend, indemnify and hold harmless and agrees to continue to keep indemnified Salesquared, its affiliates, directors, officers, employees Etc., without any demur or protest, against any/all losses, damages, actions, proceedings including but not limited to legal expenses with respect to any action taken by any Statutory Body or the Operator with relation to the misuse of the Services availed from the company including but not limited to, for the breach of any of the provisions of the TRAI Regulations during the entire period of the Promotional Campaign and all periods after the expiry or termination of the relevant Promotional Campaign.
- The User agrees that if the User is desirous of terminating any Promotional Campaign, it shall provide a request in writing to Salesquared for such termination of the relevant Promotional Campaign (PC Termination Request), and Salesquared shall subsequent to receipt of such PC Termination Request make all reasonable efforts to terminate the relevant Promotional Campaign at the earliest. The User further agrees that despite making such PC Termination Request, the User shall continue to be liable to make payments of all amounts due to Salesquared for Services provided between the time of receipt of PC Termination Request by Salesquared and the actual termination of the relevant Promotional Campaign. If due to any reason whatsoever, Salesquared is unable to terminate any Promotional Campaign, the User agrees that it shall be liable to make all payments to Salesquared in respect of such Promotional Campaign as if the User had made no PC Termination Request. Nothing contained above shall cause or imply any liability of Salesquared to the User, and the User agrees that it shall indemnify and continue to hold indemnified Salesquared in the manner prescribed in the Terms and Conditions.
- The User agrees that discretion of approval and denial of audio files used for Voice Campaign lies with the SaleSquared.
4. Charges, Bill Plan, Credit Limit and Invoice
4.1 Charges and Bill Plan: Customer agree to pay the charges for the use of the Services (hereinafter referred to as “Charges”) in accordance with the pricing and the bill plan to which the Customer would have subscribed as agreed over the e-mail and at https://app.salesquared.io (“The Pricing and Billing Plan”).
4.2 Credit Limit: If applicable, the Customer’s current Credit Limit will be accessible at https://app.salesquared.io –info. The Customer agrees that it is the Customer’s responsibility to ensure that the Credit Limit is not breached. SaleSquared may modify customer Credit Limit during the use of Customer Services and the Term of this Agreement.
By “Credit Limit”, SaleSquared means the maximum amount of credit that SaleSquared may extend to Customers to use its Services. Be sure to keep a tab on the Customer credit limit. If the Customer breaches its credit limit, SaleSquared will suspend the service till the payment is received.
4.3 Payment of Invoices: SaleSquared will raise an invoice, and it will be automatically settled against the pre-payment deposit made by the Customer in accordance with the Pricing and Bill Plan. Usage charges will be ongoing and deducted from the minutes purchased by the Customer at the commencement of the Plan. The invoice(s) submitted by SaleSquared shall be subject to inspection and verification by the User, and any discrepancies therein shall be brought to the notice of SaleSquared within seven working days of receipt of the invoice(s). If necessary, SaleSquared shall modify and provide an amended invoice(s), and the User will make the payments as per the modified invoice(s).
SaleSquared shall suspend services to the Customer if bills remain unpaid for more than ten days after the due date. The account shall permanently close, and SaleSquared will release all associated resources after 30 days of non-payment or non-renewal from the due date.
All kinds of payments are to be made in favour of SaleSquared. Therefore, all tariffs, octroi, or other types of taxes are applicable at the prevailing rates varying from time to time.
4.4 Revision of Charges: Before making any upward revision of Charges, SaleSquared will give the Customer 30 (Thirty) days prior written notice. However, if any changes result in a rise in any third-party cost, including but not limited to telecom operators Etc., SaleSquared may revise the Charges payable by the Customer on giving a 15 (Fifteen) day’s prior written notice. If there is a dispute with respect to the revised charges between the parties, the parties will try to resolve the dispute through discussions from the date a party notifies such dispute. If the dispute about the revision of charges stays unresolved, the parties can terminate this agreement in accordance with clause 16 (Termination).
4.5 Disputed Invoice: In the event Customer disputes any Invoice, in whole or in part, Customer will notify SaleSquared within Ten (10) Days from the date of receipt of such an Invoice of Customer’s intention to do so.
4.6 Upon receipt of such a notification, parties will amicably discuss such a disputed Invoice and make all reasonable endeavours to resolve such a dispute.
4.7 The charges are quoted in Indian Currency (INR), and GST of 18% will be mandatory on all the billings for Indian Customers.
4.8 The charges will be quoted in Dollars for the clients outside India. SaleSquared will mail a payment link to the customer, and the Client agrees to pay all Charges due to SaleSquared in respect of making the service available.
4.9 The Client agrees to pay all Charges due to SaleSquared in respect of making the service available to the Client and giving access to and use of the service by the pre-payment method and in accordance with the terms as set hereof.
4.10 Client agrees to pre-purchase credits for each month of the contract or such other period as is agreed between the Parties, in which case SaleSquared will allocate the Client a corresponding credit. Each Chargeable event that the Client conducts using the service will, therefore, reduce the value of the credits available to the Client by the amount corresponding to the tariffs applicable when the Chargeable Event is generated and referred to on SaleSquared CPaaS. Furthermore, the Client acknowledges and accepts that SaleSquared may update prices from time to time according to the provisions outlined in the Service Agreements. To avoid doubt, SaleSquared will incur a Charge for every Chargeable Event conducted by the Client regardless of whether it is successfully delivered.
4.11 The client is solely responsible for seeking adequate Chargeable Event credit allocation(s) and checking Client’s remaining available Chargeable Event credit level on SaleSquared website, for ensuring that Client has enough Chargeable Event credits to meet Client’s requirements from time to time. Accordingly, SaleSquared shall not be responsible or liable if the Client has insufficient Chargeable Event credits to meet Client’s requirements and/or has exceeded Client’s Chargeable Event credit allocation(s).
4.12 All charges and bank fees incurred through payment shall be borne by the Client, who furthermore guarantees to SaleSquared to use the payments legitimately means necessary to pay and top-up its credit. The client is responsible for the payment of all bank and finance charges and must ensure that the amount received on the SaleSquared bank account, after deductions, corresponds to the total amount owed to SaleSquared.
Notwithstanding anything to the contrary and for the avoidance of doubt,
4.13 SaleSquared may, in a separate invoice, make backdated claims for amounts outstanding which were not previously invoiced for technical or other reasons. Such charges shall be detailed in an accounting summary report.
4.14 SaleSquared shall be entitled to suspend or deactivate those invoiced Services – including the related invoiced default interests possibly incurred by the Client – remained unpaid by written notice. Charges which are not based on actual usage are payable even in the event of suspended or deactivated Services.
Without prejudice to the provisions of Termination clause 16, the Client will not be able to receive any refund for the payment made.
4.15 The User agrees that Salesquared reserves the right to charge the User for the use of any Services at the rate and in the manner as may be decided by Salesquared from time to time (Consideration). The User acknowledges and agrees that Salesquared shall have no obligation to justify the amount of Consideration charged for any Service or be responsible or liable in any manner whatsoever to the User in respect of such Consideration.
4.16 The User shall pay Consideration for all Services through the use of Credit Card, net banking or offline mode by cheque or demand drafts against which Credits will be issued which shall be utilised for availing Services subject to the terms and conditions for the use of such Credits. In addition, the User shall pay in advance for the use of any Services.
4.17 Salesquared shall not be liable to refund or otherwise return any money paid by a User for the use of the Services, whether by way of purchase of Credits or otherwise, except as specifically provided in these Terms and Conditions.
4.18 The Commercials mentioned are subject to change/modification from time to time depending on the change in commercials offered by Network Operator(s) and or Statutory Body. Such changes shall be communicated to the registered e-mail ID by Salesquared, or the same shall be displayed on any webpage of the SaleSquared website.
4.19 In the event You are making payments to SaleSquared directly in respect of the Services used the following shall apply:
4.19.1. You agree to pay all Charges due to Us in respect of making the Service available to You and Your access to and use of the Service (“Customer Charges”) by the prepayment method and in accordance with the terms as set hereof.
4.19.2. You agree to pre-purchase credits for each month of the Agreement or such other period as is agreed between us, in which case We will allocate to You a corresponding credit. Each Chargeable Event that You conduct using the Service will therefore reduce the value of the credits available to You by the corresponding amount.
4.19.3. Any change in prices that might occur for one or more destinations shall be communicated to You via email and/or noted on our website.
4.19.4. You shall be solely responsible, by seeking adequate Chargeable Event credit allocation(s) and checking Your remaining available Chargeable Event credit level on Our website, for ensuring that You have enough Chargeable Event credits to meet Your requirements from time to time We shall not be in any way responsible or liable in the event that You have insufficient Chargeable Event credits to meet Your requirements, and/or have exceeded Your Chargeable Event credit allocation(s), for any period.
4.19.5. For the avoidance of doubt, a Charge will be incurred for every Chargeable Event conducted by You regardless of whether it is successfully delivered.
4.19.6. If You do not pay any Customer Charges in accordance with the applicable payment terms, We reserve the right to, in Our sole discretion, suspend Your access to the Service and/or cease to allow any Chargeable Event to be conducted by You until further payment is received by Us which fully covers any unpaid Charges.
4.19.7. You are responsible for the payment of all bank and finance charges. Please ensure that the amount received on Our bank account, after deductions, corresponds to the full amount you owe Us.
4.19.8. You will not be able to receive any refund for the payment made (“No refund, exchange only”). The latter shall not prevent any refund to be made according to the applicable customer protection laws.
5. Customer’s Representations and Warranties
Customer represents and warrants that:
5.1 Customer will ensure that he and/or his Authorised User(s) use the Services in accordance with applicable laws and this agreement. It is clarified that Customer and/or its Authorised User(s) will not use our Services to make any calls or send any messages in contravention of the applicable laws. Before using our Services in any jurisdiction, Customer and/or its Authorised User(s) will familiarise themselves with all laws applicable to SaleSquared Services in such a jurisdiction and only use SaleSquared Services if and in the manner the law permits. SaleSquared provides no representation or warranty in this regard.
While using our Services, Customer and their Authorised Users must comply with all the laws applicable to them.
5.2 Our use of the service is subject to all applicable local, state, national laws and regulations (including those governing account collections, export control, consumer protection, unfair competition, anti-discrimination, securities laws and false advertising).
5.3 Customer and/or its Authorised User(s) will not copy, modify, duplicate, mirror, republish, download, transmit, license, sell, transfer, assign, display or otherwise commercially exploit or distribute all or any portion of the Proprietary Technology and the Services in any form or assist third parties in obtaining access to the Services or build a Services or Service which competes with the Services.
5.4 Customer understands and agrees to use the service only for lawful purposes. At any time, Customer shall not use the service for any illegal, fraudulent, improper or abusive purpose or in any way which interferes with SaleSquared’s ability to provide the service to other customers, prevents or restricts other customers from using the services, or damages any SaleSquared or other Customer’s property. Prohibited uses include, but are not limited, to uses in connection with the following:
1. Behaviour that is obscene, threatening, harassing, defamatory, libellous, deceptive, fraudulent, malicious, infringing or invasive of another’s privacy.
2. Sending unsolicited bulk messages either in voice and/or text sms for advertisements, including voicemails or photocopies.
3. Harvesting or otherwise collecting information about others without their consent.
4. Creating a false Caller ID (identity) or otherwise attempting to mislead others about the sender’s identity or the origin of any communication made using the services.
5. Pretending to be anyone or any entity, Customer is not, including impersonating or misrepresenting as another person (including a celebrity), a civic or government leader, or otherwise misrepresenting Customer’s affiliation with a person or entity.
6. Transmitting any material that may violate the intellectual property rights or other rights of third parties.
7. Violating any TRAI regulations concerning the transmission of technical data through the service.
8. Violation or non-adherence to any existing land laws governing the business associated with this agreement.
9. Data/Service usage that
a) belongs to another person and to which Customer does not have any right of use;
b) is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, invasive of another’s privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or is otherwise unlawful in any manner whatsoever;
c) harms minors in any way;
d) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;
e) threatens the unity, integrity, defence, security or sovereignty of India or any country, friendly relations of India or any country with foreign states, or public order or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting to any nation;
f) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
g) is aimed at inflicting hatred or dissension based on ethnic groups, religions, races, and inter-groups;
h) promote alcohol, music, dancing, dating, gambling or deception.
i) relates to any extortion and/or threats;
j) leads to the spreading of false and/or misleading information resulting in consumer loss, whether knowingly or unknowingly; and/or
k) violates any law for the time being in force.
l) send unsolicited messages (i.e. mobile spam) and ensure that your messages are only sent to individuals who have given you their permission.
m) engage in any other activity that SaleSquared believes could subject it to criminal liability or civil penalty/judgment.
5.5 Customer confirms and undertakes that the telecom resources provided to Customer are non-transferable and shall not be further assigned or transferred on any other commercial basis to any authorised person.
5.6 Further, Customer undertakes that they shall be personally responsible for any misuse of any telecom resources allocated to the Customer and are also liable for the proceedings that may be initiated by any of the government agencies/DoT for any acts, deeds & things that may be done/caused to be done or alleged to have been caused or done by them from the phone numbers and Customer will keep SaleSquared indemnified against any such proceedings.
5.7 Customer shall be solely liable for any transmissions sent through the service and that SaleSquared has no control over the content of any transmission.
5.8 Customer will abide by all applicable SaleSquared agreements, policies and procedures from time to time.
5.9 Customer shall not attempt to gain unauthorised access to the service, other accounts, or computer systems or networks connected to the service through password mining or any other means.
5.10 Customer shall not interfere with other customers or third party’s use and enjoyment of the service or use the service in any manner which disrupts, prevents or restricts any other customer from using the service.
5.11 Customer shall be solely responsible for all acts or omissions that occur under SaleSquared Account or password, including the content of our transmission through the service.
5.12 Customer and/or its Authorised User(s) shall protect the privacy of the information collected/received by them through the use of the Services.
5.14 Customer and/or its Authorised User(s) will only make system recordings and use such system recordings in accordance with the applicable laws.
5.15 Customer(s) and/or its Authorised User(s) agree to take the approval of the Sender ID from SaleSquared before sending out any Transactional Messages via SMS/voice. Further, such a Customer agrees to send out a Transactional Message to a Subscriber pertaining to its services or activities only in response to a verifiable request from such a Subscriber and/or in accordance with applicable law (as amended from time to time).
“Transactional Message(s)” means the transactional message(s) as defined under the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended from time to time) or any other law as amended from time to time.
“Sender ID” means the unique ID created by the Customer in any DLT platform in accordance with the Telecom Commercial Communications Customer Preference Regulations, 2018 (as amended or re-enacted from time to time) that apply to Customers.
5.16 Customer and/or its Authorised User(s) agree not to use SaleSquared Services to make a conference call or send a message to any Subscriber registered under the NDNCR and/or NCPR or any other applicable customer preference-based do-not-disturb database for sharing unsolicited commercial communication (except in accordance with the applicable law).
5.17 Customer is validly existing and in good standing under the applicable laws.
5.18 Customer has the full right, power, authority and capacity to execute this agreement.
5.19 Customer and/or its Authorised User(s) have obtained and will continue to obtain a clear written consent from every person for (i) the purpose and (ii) the duration, for which SaleSquared will process their information on Customer’s behalf during Customer use of the Services. This consent may be through a letter, e-mail or any other manner prescribed by the applicable data protection law. The Customer also agrees to provide a copy of the written consent to SaleSquared immediately, upon request, and in such a manner so as not to cause SaleSquared or a service provider of SaleSquared, to be in violation of any applicable laws.
5.20 You acknowledge that SaleSquared delivers SMS messages via major telecom operators and can therefore only influence the delivery transmission of SMS messages within the technical constraints imposed. SMS messages submitted via the Internet will be transferred to mobile network providers, provided that the recipient’s phone is switched on and doesn’t have a full memory and is located in an area covered by its subscribed mobile network provider. You acknowledge that, depending on the recipient’s mobile provider service, it may not be possible to transmit the SMS message to the recipient successfully
5.21 SaleSquared neither claims nor guarantees the availability or performance and accepts no liability for transmission delays or message failures. While SaleSquared makes every effort to deliver messages promptly.
5.22 SaleSquared doesn’t refund the credits for undeliverable SMS messages to you because we cannot guarantee delivery of the SMS messages to recipients due to possible errors. SaleSquared debits transmitted SMS messages according to its transmission logs. These logs are deemed correct and valid even if the customer has objected to the correctness of the accounting records, except if an investigation by Team SaleSquared has produced evidence of a technical problem or error.
5.23 SaleSquared reserves the right to exclude you from using this service, refunding any remaining amount in your account. All purchases must be considered final, complying with our no refund policy.
5.24 The SMS account balance is non-refundable and does not bear interest. All the SMS has a validity period. You undertake the whole responsibilities regarding the messages sent through SaleSquared services from your account, transmitted as requested.
5.25 You shall indemnify and reimburse SaleSquared all liabilities, costs, losses, and damages if any claim is brought against SaleSquared from any third party due to breach of contract.
5.26 User acknowledges that the Services provided herein are restricted to Indian territory and to the recipients in India only.
5.27 The User acknowledges and accepts that Salesquared may, at its sole discretion, deactivate the User’s password and/or User Account or suspend the User’s access to any Service without notice at any time. Further, Salesquared reserves the right to remove or cancel any content or prevent the distribution of any content without notice and without being obliged to provide any explanation for the same. The User hereby authorises SaleSquared to rely on any data, notice, instruction or request furnished by the User to SaleSquared or that Salesquared reasonably believes to have been provided by such User.
5.28 The User acknowledges and agrees that Salesquared acts merely as a facilitator in respect of the Services and shall not be liable or responsible in any manner whatsoever for the content or any other aspect of such service.
5.29 The User agrees that Salesquared reserves the right to refuse, deny or otherwise restrict the use of the Services by any User, including the right to terminate the use of any Services by any User without notice at any time for any reason as Salesquared in its sole discretion may deem sufficient, or without cause. Salesquared shall not be liable in any manner whatsoever for such refusal, restriction or termination of the use of any Services by a User at any time.
5.30 The User agrees that unless otherwise indicated, any modification of the Services that alter the way the service can be used and/or the launch of new Services will be subject to, and therefore regulated by the Terms and Conditions and other relevant Service Agreements.
5.31 The User acknowledges and agrees that his/her access to and use of the Site, and any and/or all of the Services of, is at the User’s own risk.
5.32The User acknowledges that the service is dependent on telecommunications companies and mobile network providers (Operators), and Salesquared makes no guarantees of any kind regarding the dependability, accuracy, security, timeliness or availability of the Site network or Services. Without limiting the preceding, Salesquared does not make any representations or warranties about the condition, suitability, reliability, availability, completeness, security, timeliness, or accuracy of the information, Software, Services and materials on the site purpose. All such information, Software, Services and materials are provided “as is” without warranty of any kind. Salesquared hereby disclaims all representations, warranties and conditions, express or implied, concerning this information, Software, Services or materials, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.
5.33 The User acknowledges and agrees that it shall be solely responsible for ensuring all compliances with the Telecom Regulatory Authority of India’s (TRAI) Telecom Commercial Communications Customer Preference Regulations, 2010 (TRAI Regulations) and any other regulations, statutes, orders, decisions or law in force from time to time, which may apply to the use of any of the Services (Law). The User acknowledges and agrees that it shall be solely liable, directly or indirectly, for all damage or loss caused or alleged to be caused to Salesquared, by or in connection with any misuse of the Services provided by the company concerning pushing any unsolicited commercial communications to subscribers and for any other violations of the provisions of the TRAI Regulations or Law.
5.34 The User hereby agrees to defend, indemnify and hold harmless and agrees to continue to keep indemnified Salesquared, its affiliates, directors, officers, employees Etc., without any demur or protest, against any/all losses, damages, actions, proceedings including but not limited to legal expenses with respect to violation of these Terms and Conditions, or any third-party’s rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights) and also in respect to any action taken by any regulatory body or the Operator or any third party with relation to the misuse of the Services availed from the company including but not limited to, for the breach of any of the provisions of the TRAI Regulations or violation of law or any other reason whatsoever. The User acknowledges and agrees that these obligations will be binding on the User during the entire term of the use of any and/or all of the Services and shall survive any termination of the User’s relationship with Salesquared or use of the Site.
5.35 The User acknowledges that Salesquared does not assume any implicit or explicit responsibility for the content stored and/or published by the User through the Site. The User further accepts and agrees that all declarations and opinions expressed by the User are the sole declarations and opinions of such User and do not necessarily represent Salesquared’s opinions. Any person who believes that any Content stored and/or published on the Site or distributed through the Site by any User infringes any law is kindly requested to contact Salesquared at the following e-mail address email@example.com.
5.36 The User acknowledges and agrees that all software utilised in connection with the Services (Software) is owned by Krishnas Digital Technologies and Soft Labs Private Limited (and its group companies) and is protected by the applicable Intellectual Property Laws of India and laws of any other jurisdiction in which such software is used as may be in force from time to time. The User agrees that it shall not, directly or indirectly, copy, modify, create derivative works, try to discover the source codes of the software, sell a license or transfer to the third parties any right on the software. Further, the User shall not have any rights over the software. The User shall not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, services or benefits obtained from the Site, except as expressly provided herein. The User further agrees that the User shall not reproduce or redistribute any Software and that the User shall not copy or reproduce the software to any other server or location for further reproduction or redistribution. The User agrees that it shall not decompile, disassemble, reverse engineer or otherwise attempt to discover any trade secret contained in the Site or any Product, Service or Software provided through the Site.
5.38 The User agrees that the Services are provided by Salesquared without any implicit or explicit warranty and no advise, suggestion, help, written or verbally, provided by Salesquared to the User, shall imply any warranty/guarantee from Salesquared. Salesquared cannot be held responsible for any harm coming from the inability to access or use any of the Services, for the loss of any Content of the User or for any other loss suffered by the User as a result of using the Services. The User agrees and acknowledges that it shall be the User’s sole responsibility to keep a copy of the content. Salesquared declines any responsibility whatsoever for any harm coming from the inability to access the Services, viruses, damaged files, errors, interruption of any of the Services, network problems, non-authorised access, modification of data, merchantability and fitness for a particular purpose or any other claim whatsoever of a similar nature. Salesquared reserves the right to modify any and/or all the Services at any time, even without notice to the User.
5.39 The User accepts and acknowledges that Salesquared may change any of the Services at any time and from time to time without notice, including terminating the offering of any Service altogether. The User agrees that the User may at any time be barred from accessing any of the Services or from using the Site or from receiving any services or benefits from the website if Salesquared determines the User have violated the Terms and Conditions or any other Service Agreements, if any representation or warranty made by the User is untrue in any respect or if Salesquared receives a court order or other legal action relating to the User Account. In addition, the User agrees that, if the User violates any of these Terms and Conditions or any applicable Service Agreement, the User shall forfeit all Credits accrued to the User in connection with the Site, and there will be no refund of any fees prepaid by the User to Salesquared.
5.40 The User acknowledges and agrees that links (if any) within the Site may let the User leave the Site and that the linked sites are not under the control of Salesquared and that Salesquared is not responsible for the contents or operation of such linked sites or any link contained in such linked site, any changes or updates to such sites, or Webcasting or any other form of transmission received from any linked site.
5.41 The User acknowledges and accepts that Salesquared shall not, in any event, be liable for any direct, indirect, punitive, incidental, special, consequential or exemplary damages or any damages whatsoever including, without limitation: damages for loss of use, data, accounts, revenues or profits, arising out of or in any way connected with the use or performance of the Site or any of the Services, or with the delay or inability to use the Site or any Service and related graphics obtained through the Site; or otherwise arising out of the use of the Site, whether based on contract, tort, negligence, strict liability or otherwise, even if Salesquared or any of its suppliers has been advised of the possibility of damages. The User acknowledges that if the User is dissatisfied with any portion of the Site or with any of the Terms and Conditions or any other Service Agreement, the User’s sole and exclusive remedy is to discontinue using the Site and its related Services. In such discontinuation, the User shall not be entitled to receive any refund of monies paid by such User to Salesquared or make any other claims whatsoever against Salesquared.
5.42 The User confirms and declares that the User is availing the Services for itself, and the User is not an intermediary acting for and on behalf of a third party.
5.43 Salesquared reserves the right to suspend the services anytime with or without notice in case of any order/direction by a Statutory Body (State or Central) or Judiciary.
5.44 The User agrees to receive promotional, transactional and commercial communications from Salesquared through a phone call, e-mail or SMS.
5.45 The User agrees to possess DLT registration issued by TRAI to use SaleSquared for making phone calls, conference calls and SMS.
- An incoming call on the Virtual number is 1 call leg.
- An automated outgoing call is 1 call leg.
- Connecting Agent for an inbound IVR call will be 1 leg call
5.48 If any work, operation or use by the Customer in relation to the Service causes or is likely to cause SaleSquared to incur additional costs beyond the normal provisioning of the Service, SaleSquared reserves the right to recover from the Customer such additional costs which are likely to be incurred by SaleSquared or have already been incurred, as the case may be, in connection with such work, operation or use and, if the Customer decides to pursue such work, operation or use, then the Customer will reimburse SaleSquared for such costs.
5.49 The Customer is obliged throughout the period of this Agreement to ensure that its use of any Service conforms to the legislative and statutory norms and provisions in force including but not limited to the requirements laid down in this agreement.
5.50 Any failure on the Customer’s part to fulfil its obligations as mentioned in this Article 2 shall be deemed to be a material breach of the terms of this Agreement and SaleSquared shall have the right to avail any and all recourses available to it in law, contract and equity
5.51 The Customer shall be responsible to be in strict compliance with all applicable laws and regulations. Any violation will lead to immediate termination of Services without any claims, liability and protection in any manner, either to the User or any third party.
6. Know Your Customer Obligations
6.1 Customer agrees to provide complete and accurate information at the Customer Info Page, KYC Page, and other URLs as informed to Customer by SaleSquared from time to time.
“KYC Page” means SaleSquared’s know your customer page wherein Customer is required to upload their proof of identity documents such as address proof, incorporation certificate, and other documents as may be requested from time to time. The KYC Page is accessible at https://app.SaleSquared.io/kyc or may be available at another location, indicated from time to time.
“Company Info Page” means SaleSquared company info page wherein you, if you are a Customer, are required to input details about your company such as your registered company address, tax deduction and collection account number (TAN), goods and services tax (GST) number and such other details as may be requested from time to time (if so required). The Company Info Page is accessible at https://app.SaleSquared.io/kyc, or maybe available at another location, indicated from time to time.
6.2 The User agrees to provide all the necessary documents required to verify the Account.
6.3 The User acknowledges that SaleSquared renders its services only after the successful KYC verification of the Account.
6.4 Salesquared reserves the right to provide the services only after successful KYC Account verification.
7. Data Sharing
7.1 During the Term of this Agreement, the Customer will be able to download Customer Data and SaleSquared Data for the previous two months. Customer Data and SaleSquared Data beyond this period may be made available to Customers on request, if commercially feasible.
“Customer Data” means the data provided by Customer and/or their Authorised User(s) in the course of Customer’s use of the Services. Customer Data will include (as applicable) phone numbers, e-mail
addresses and names provided by Customer or their Authorised User(s) in relation to Customer’s use of the Services.
“SaleSquared Data” means the data automatically generated and recorded by SaleSquared system, according to Customer’s and/or Customer’s Authorised User(s) use of the Services which includes but is not limited to billing and pricing information, data about a call (time of call and duration), activities that Customer or Customer’s Authorised User(s) do in creating workflows (call workflows/ IVR/auto-attendant) SMS templates, audio uploads and activities performed either by Customer or their Authorised User(s) in and during a call such as dual-tone multi-frequency key access and details of the Authorized User.
7.3 Before terminating this agreement in accordance with clause 16 (Termination), the Customer will be responsible for downloading the Customer Data and SaleSquared Data for their records.
7.4 SaleSquared will delete on termination of the Agreement your Customer Data and SaleSquared Data as soon as reasonably possible. However, it is hereby clarified that SaleSquared will retain Customer Data and SaleSquared Data if required by applicable laws.
8. SaleSquared Access
Customer and its Authorised User(s) agree to regularly regenerate the login passwords through SaleSquared dashboard to avoid unauthorised access to our Services through Customer account. Furthermore, in the event of any unauthorised access, the Customer agrees to indemnify SaleSquared against all claims, loss or damage arising from such unauthorised access. The Customer also agrees to pay the Charges for the use of the Services on account of such unauthorised access.
8.1. In order to provide Our services, We may require certain information. You must ensure that the information is complete and accurate. We may suspend or terminate any service if You give information that is not complete and accurate. You warrant that all information You provide to us is complete and accurate and You indemnify SaleSquared against any liability that may arise as a result of Your failure to provide complete and accurate information. You must immediately notify us if any of Your information changes.
8.2. We will provide you with a user name or customer ID or ask you to choose authentication credentials for each account. We may change, cancel or suspend Your account, which you will be notified about.
- must keep Your username, customer ID, password, API Key, login token or any other secret authentication credential confidential;
- must not circumvent, or attempt to circumvent Our user authentication systems;
- must inform us immediately of any unauthorized use of Your account or any other breach of security, including suspected doubts of such scenarios;
- are entirely responsible for all payments and any activities that occur on Your account;
- are liable for any damage, loss or costs that we or any third party may sustain as a result of any of your actions, or any actiony use of Your authentication credentials, account name or account information by a third party or as a result of Your violation of this section.
- are responsible for authorized and unauthorized use of Your account in case any of the security recommendations (point 5.4) are not or had not been implemented from Your behalf at the moment of questionable activity on Your account (i.e. in scenarios where, due to Your inability to implement maximum security measures available at your disposal, a potentially unauthorized activity had taken place). This includes (list not exhaustive): service login, subsequent data insight, sending messages traffic, payments. Responsibility for these activities includes assuming liability for any damage, loss or costs that SaleSquared or any third party may sustain as a result of these activities;
- must cooperate with Us during the resolution of potential unauthorized use of Your account, regardless of its cause and source of initial reporting.
8.4. You are mandated to follow Security recommendations (depending on the channels / Services used). For any questions, as well as in case of security compromise of your authentication credentials (username & password, ApiKey), You should contact SaleSquared immediately via helpdesk [at] salesquared.io
9. Regulatory Violation
Notwithstanding any other provision of this agreement, a Customer agrees to indemnify SaleSquared against any liability that we may accrue due to a violation of the Regulations and other applicable law by such Customer and/or its Authorised User(s), while using SaleSquared Services, such as by sending out Promotional Message/(s) or Transactional Message/(s) or making regular calls or conference calls for communicating unsolicited commercial information to any Subscriber registered under the NDNCR and/or NCPR and/or such similar consumer preference-based do-not-disturb database/register, without first obtaining the Subscriber’s necessary consent appropriately under applicable law
10. Regulatory Disclosure
Customer understands and agrees that to comply with the applicable laws, SaleSquared may either review or disclose the content of the calls or conference calls or messages transmitted by Customer and/or Customer’s Authorised User(s) using SaleSquared Services under this Agreement and perform any other act, as may be required by law from SaleSquared. On request, the Customer’s point of contact will provide all information that SaleSquared seeks within twenty-four hours. Customer agrees to provide all information required for compliance with the applicable laws and in such a manner and timeline as not to cause SaleSquared or a service provider of SaleSquared to violate any applicable laws.
11. Intellectual Property Rights
1. Customer acknowledges that SaleSquared owns and has the right to use all the Intellectual Property Rights in our Services. SaleSquared is only granting a limited right to use Services (as stipulated in clause 3 (Right to Use the Services)) in accordance with this agreement and is granting Customer any Intellectual Property Rights in the Services (including any new software, content, corrections or enhancements, adaptations and additions made in relation to the Services).
2. Customer will not, at any time, claim and/or apply for any right in and right to SaleSquared Services and any new software, content, corrections or enhancements, adaptations and additions in respect of our Services. The Customer has agreed to assign all present and future rights (including Intellectual Property Rights), title and interests, in, over and upon any content, corrections or enhancements, adaptations and additions in relation to our Services in India or any other part of the world. The customer also agrees that the rights assigned to us by the Customer are absolute, exclusive, perpetual and irrevocable. We will be entitled to transfer the rights to any person and use it anywhere in the world without requiring any interference or interruption from the Customer.
12. Confidentiality Obligations
12.1 Parties agree that:
“Confidential Information” means all information disclosed (whether in oral, written, or another tangible or intangible form) by one party (hereinafter referred to as the “Disclosing Party”) to the other party (hereinafter referred to as the “Receiving Party”) concerning or related to this Agreement, Services or the Disclosing Party (whether before, on or after the Effective Date), be it expressly designated as confidential or not and that which may reasonably be inferred/ considered to be confidential from its nature or circumstances surrounding its disclosure. In addition, it is clarified that Confidential Information will include without limitation: (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information relating to the Services; activities related to marketing, finance, operations; and our vendors/service providers; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords a party a competitive advantage over its competitors; and (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, show-how and trade secrets, whether or not patentable or copyrightable.
12.2 The Receiving Party will maintain the Disclosing Party’s Confidential Information in confidence. The Receiving Party will use the same degree of care in protecting the Disclosing Party’s Confidential Information as the Receiving Party uses to protect its Confidential Information from unauthorised use or disclosure but less than reasonable care. Any Confidential Information of the Disclosing Party will be used by the Receiving Party solely to carry out the Receiving Party’s obligations under this agreement. Further, it is clarified that the Receiving Party may disclose the Confidential Information to its employees, advisors, professional consultants and lawyers (hereinafter referred to as “Representative/(s)”) on a strict need to know basis, provided such Representative/(s) have entered into a non-disclosure or other confidentiality agreement with the Receiving Party containing terms substantially similar to the terms of confidentiality contained in this agreement.
12.3 Confidential Information will not include information that:
- is in or enters the public domain without breach of the provisions of this agreement through no fault of the Receiving Party;
- the Receiving Party can demonstrate (from the files/documents in existence at the time of disclosure) was in its possession prior to first receiving it from the Disclosing Party;
- the Receiving Party can demonstrate was developed by the Receiving Party independently and without use of or reference to the Disclosing Party’s Confidential Information;
- the Receiving Party receives from a third-party without restriction on disclosure and without breach of a non-disclosure obligation; or
- is required to be disclosed to our service providers, including payment gateway providers, pursuant to a legal proceeding or investigation; or
- is required to be disclosed pursuant to a judicial or legislative order or proceeding; provided that, to the extent permitted by and practical under the circumstances, Receiving Party will provide to the Disclosing Party prior notice of the intended disclosure and an opportunity to respond or object to the disclosure; or if prior notice is not permitted or practical under the circumstances, prompt notice of such disclosure
- if the information is sent on any other e-mail id other than firstname.lastname@example.org
13. Limitation of Liability
SaleSquared will not be liable to Customer or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages of any kind, including but not limited to loss of profits, loss of use, loss of revenue, loss of goodwill, interruption of business, arising out of or in connection with this agreement, whether in contract, tort, strict liability or otherwise, even if we have been advised as such or are otherwise aware of the possibility of such damages. To the maximum extent permitted by law, our total liability arising out of or in connection with this agreement will be limited to the actual direct loss incurred by a Customer, up to a limit of Rupees one-month value of Customer service or Fifty thousand (INR 50,000/-) whichever is lower. If the monthly value is not defined, SaleSquared will calculate the monthly value by dividing by 12 to arrive at the value.
- Whilst we will take all reasonable steps to deliver your messages to recipients as fast as possible, we cannot commit to or guarantee a specific delivery time. Such times depend on various network and system-related factors among the multiple entities transporting your messages across the mobile-cellular networks.
- Furthermore, delivery reports and the originator are operator dependent features, so we cannot give 100% guarantees for their availability. Therefore, we recommend conducting tests beforehand when these features are highly important.
- You acknowledge that as we send and receive text messages via major telecommunications companies and Mobile Network Operators, our influence over the transmission of your messages is within the technical constraints imposed upon us.
- Therefore, our responsibility is to ensure that the text messages you send through the service are processed correctly and delivered to the assigned entity. However, we are not responsible for the final delivery of the message, as this is out of our control and is the responsibility of the Mobile Network Operator.
- SMS that cannot be delivered within the lifespan allocated to them, either by a Mobile Network Operator or us, will be discarded by the Mobile Network Operator without any notice. We are not liable for any loss incurred by the failure of a message to be delivered, and you acknowledge that you cannot claim damages for financial or other loss resulting from delivery failure from SaleSquared. Furthermore, you agree that message contents are deemed to have zero value.
- You also acknowledge that text messages are transmitted unencrypted and that third parties’ eavesdropping of mobile phone communications, including SMS delivery, is possible. Therefore, we also recommend that you ensure several communication methods communicate sensitive and valuable information.
- Furthermore, use of the service and the Internet is at its own risk, and the service is provided “as is” and “as available” without any warranties or conditions whatsoever, expressed or implied. We will use all commercially reasonable efforts to make access to the service available through the required access protocols but make no warranty or guarantee that you will be able to access the service at any particular time or any particular location. Without limiting the terms generality, we and our affiliates, agents, content providers, service providers, and licensees.
- Hereby disclaim all express and implied warranties as to the accuracy, completeness, non-infringement, merchantability or fitness for a particular purpose of the service generally. Any content or services contained therein and all express and implied warranties that the operation of the service generally and any content or services contained therein will be uninterrupted or error-free.
- Shall in no event be liable for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the service generally, and any aspect ancillary to that; you agree to indemnify us for any third party claims arising from such failures, delays or interruptions in connection with regard to the use of the service.
- Notwithstanding anything to the contrary contained herein, the provisions outlined above are for SaleSquared and its affiliates, agents, content providers and service providers, and each shall have the right to assert and enforce such provisions directly on its behalf.
14. Indemnity Obligations
Subject to clause 13 (Limitation of Liability) of this Agreement, SaleSquared and the Customer agree that: Customer (hereinafter referred to as the “Indemnifying Party”), at their sole expense, will defend, indemnify and hold SaleSquared, its directors and employees (collectively referred to as the “Indemnified Party”) harmless from and against any, damages, losses, settlements, liabilities, penalties, fines, costs and expenses (including, but not limited to, reasonable attorneys’ fees) resulting from any claim, suit, action or proceeding (hereinafter referred to as the “Claim”) against SaleSquared arising from or related to a breach or alleged breach of any provision of this Agreement by Customer and/or their Authorised User(s).
The Indemnifying Party’s indemnification obligations under this clause 19 are conditioned upon the Indemnified Party:
(a) giving notice of the Claim to the Indemnifying Party once the Indemnified Party becomes aware of the Claim;
(b) However, it is clarified that Indemnified Party reserves the right to select and appoint its separate counsel in connection with the Claim. It is further clarified that if in the Indemnified Party’s view, the Indemnifying Party has not responded to and/or defended the Claim to the satisfaction of the Indemnified Party, the Indemnified Party reserves the right to assume control of the defence at the cost of the Indemnifying Party; and
(c) providing reasonable cooperation to the Indemnifying Party and, at the Indemnifying Party’s request and expense, assistance in the defence or settlement of the Claim.
Without limiting SaleSquared’s express warranties and obligations under this Agreement, SaleSquared hereby disclaims any and all other warranties, express or implied, including but not limited to warranties of merchantability, title, non-infringement, and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. Our Services are provided on an “as is” basis to the fullest extent permitted by law. To the extent that this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted.
SaleSquared can guarantee services & issues from its network only. SaleSquared shall not be liable to the Customer for any loss or damage suffered by the Customer due to any act or omission of third parties; if there is an issue at telephony operator or internet provider or data-centre provider, and it results in hamper or shutdown in our services, then SaleSquared will not be liable for the business loss of its Customers.
16. Term and Termination
16.1 Term: This Agreement will commence from the Effective Date and will remain in force unless terminated in accordance with the provision of clause
a) Customer may stop using the Services at their sole discretion by sending an e-mail to SaleSquared, and SaleSquared will terminate this agreement.
b) Customer also agrees that SaleSquared may temporarily stop providing the Services to Customer or terminate the agreement with immediate effect if:
(i) Customer fails to pay an amount that is due as per clause 4 (Charges, Bill Plan, Credit Limit and Invoice) of this agreement;
(ii) there is a breach or alleged breach of the representations and warranties given by Customer in this agreement;
(iii) there is a breach or alleged breach of any of the provisions of this agreement if such breach is not capable of being remedied. Provided however that, in the event of a curable breach, the Customer will cure the breach within fifteen (15) days of the date of issuance of a written intimation of the same, at the end of which if the breach continues, this agreement will automatically come to an end;
(iv) Customer suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of your business;
(vii) either Customer or we file a petition for bankruptcy;
(viii) our Services/service comes under a government or regulatory scrutiny or investigation or under any direction from the regulatory authority, or if there is reasonable anticipation of the same;
(ix) there is a dispute between the parties and the parties fail to reach a consensus and the dispute persists beyond Twenty (21) days from the date it was notified
(x) our telecom service provider(s) suspend or terminate their telecom resources allotted to us; (xi) Customer objects to an amendment of this agreement by us in accordance with clause 25 (Amendment); and/or
(xii) any law, regulation or governmental or judicial order/ direction requires us to do so. (xiii) SaleSquared determines that customer service use violates these Terms of Service or any other applicable laws in India.
(xiv) SaleSquared determines that such action is necessary to maintain or improve the services, prevent fraud or misrepresentation by affirmative acts and omissions, protect other users or third parties, or any other reasonable cause.
(xvi) If the number purchased by the Customer is involved in any fraudulent activities, then services will be barred without any prior notice.
c) Customer agrees that we may terminate this agreement, without cause, by providing Customer with advance notice of 30 (Thirty) days.
d) On termination of this agreement for any reason, any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination will not be affected or prejudiced (including but not limited to our right to be paid for the use of our Services).
e) Upon termination of the services or Agreement, SaleSquared may immediately deactivate or delete any service account and all related information and files in a said account and bar any further access to such files, information, or the services. SaleSquared shall not be liable to Customer or any third party for any reason for terminating any use or access to the service.
16.3 On termination of the Agreement:
- You will immediately cease to use the Services; and
- All amounts then owed to us, under or in connection with the Agreement, will become immediately due and payable.
- You will forfeit any unused credit on your account, except for payments received by us within seven (7) days prior to termination.
- All licenses and rights granted under these Terms will terminate immediately.
Notwithstanding anything else contained in this Agreement, Customer agrees that clauses (Customer’s Representations and Warranties), (Intellectual Property Rights), (Confidentiality Obligations), (Limitation of Liability), (Indemnity Obligations), (Warranty), (Governing Law) and (Dispute Resolution) and such other clauses which by their nature and context are intended to remain binding post the termination of the agreement, will survive and remain in effect even after the agreement is terminated.
18. Entire Agreement
This agreement and its schedules constitute the agreement between the parties and supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter. Each party agrees that it will have no remedies regarding any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.
19. Governing Law
The customer understands and agrees that SaleSquared is operated in India and will be deemed to be solely based in India. Accordingly, this agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the laws of India, without regard to conflicts of laws and principles that would cause laws of another jurisdiction to apply. The User and Salesquared agree that the laws of India shall govern these Terms and Conditions. The User and Salesquared agree that all disputes that may arise from or in connection with the Terms and Conditions shall be subject to the jurisdiction of the Courts of Hyderabad, Telangana, India.
20. Dispute Resolution
All or any dispute arising out of or touching upon or in relation to the terms of this agreement or its termination, including the interpretation and validity thereof and the respective rights and obligations of, the Parties shall be settled amicably by mutual discussion, failing which the same shall be resolved through arbitration. The arbitration proceedings shall be governed by the Arbitration & Conciliation Act, 1996, or any statutory amendments, modifications or re-enactment thereof for the time being in force. A Sole Arbitrator, whom SaleSquared shall nominate, shall hold the arbitration proceedings. The Courts at Hyderabad shall, to the specific exclusion of all other courts, have exclusive jurisdiction in all matters arising out of/or concerning this agreement, regardless of the place of execution or subject matter of this agreement.
21. Restrictions on Transfer
Neither this Agreement nor any right or duty under this agreement may be transferred, assigned or delegated by a party, by operation of law or otherwise, without the prior written consent of the other party. Notwithstanding the foregoing, each party will have the right to assign this agreement to any successor to substantially all of its business or assets, whether by merger, sale of assets, sale of stock, reorganisation or otherwise. Subject to the foregoing, this agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, administrators, successors and permitted assigns.
22. Invalid Provision
Suppose any provision of this agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy. In that case, all other provisions of this agreement will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by this agreement is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, if required, the parties will negotiate in good faith to modify this agreement to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
23. Nature of Relationship
Nothing in this Agreement is intended to or will be deemed to establish any partnership or joint venture between any of the parties, constitute any party as the agent, franchisor, franchisee, employee, representative, owner or partner of the other party, or authorise any party to make or enter into any commitments for or on behalf of any other party, and the relationship between the parties will only be that of independent contractors.
All notices, requests, demands and other communications which are required or maybe given under this agreement will be in writing and will be deemed to have been duly given: when received, if personally delivered and an acknowledgement in writing is obtained; when transmitted, if transmitted by e-mail; upon receipt of an acknowledgement, if sent by registered post with acknowledgement due. SaleSquared will send each case notice to the parties’ respective addresses. Any change in the address of a party should be notified to the other party in a manner set out under clause 24.
Any notice or other communication was given to a party under or in connection with this agreement will be addressed to:
If to SaleSquared, at email@example.com
If to the Customer, Customer’s registered e-mail id as specified in the Company Info Page.
No failure or delay (in whole or part) on the part of a party to exercise any right or remedy under this agreement will operate as a waiver thereof or affect any other right or remedy. The waiver of one breach or default or any delay in exercising any rights will not constitute a waiver of any subsequent breach or default.
27. Force Majeure
Except for the obligation related to payment of Charges, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, shortage of energy, or equipment, disruption of communication network/(s) or cloud storage facilities (hereinafter referred to as the “Force Majeure Event”). Provided, however, that if a Force Majeure Event occurs, the affected party will, as soon as practicable:
(i) notify the other party of the happening of the Force Majeure Event and its impact on the performance of the obligations to the affected party under this agreement; and
(ii) use all reasonable efforts to resolve any issues resulting from the Force Majeure Event and perform its obligations hereunder.
28. Trial Account
SaleSquared may make an account available to the Client to test certain Services. The contract terms, including the DPA, shall govern the Client’s use and access to such trial Accounts and trial Services for a limited time. SaleSquared decides the period of the trial account. The client shall ensure that the trial account and services are used only for testing, not for any productive, commercial, or other purposes (such restriction prevailing over any other provision contrary to the contract). The client shall comply with any relevant instructions or protocols notified by SaleSquared in relation to the trial account and trial Services. The Charges for such trail Accounts and test Services shall be as determined by SaleSquared from time to time. The client agrees that SaleSquared can withdraw such trail Accounts and trial Services (with or without notice to Client).
- Services in the free trial shall mean Inbound calling solution and outbound calling solution with up to 100 credits. Services offered in the free trial to the trial customer and the duration of it is subject to modification, without any notice, at SaleSquared ’s sole discretion.
- Time to Activate or Activation of the free trial for a user is at the sole discretion of SaleSquared
- Product features offered in the free trial are subject to change at the sole discretion of SaleSquared
- SaleSquared will be entitled to postpone, suspend, modify or cancel the Offer or any aspect thereof, across the entire territories of service or any part thereof, at any time with or without notice, for any reason, including, but not limited to, force majeure, technical difficulties, or any other reasons beyond SaleSquared’s reasonable control. If SaleSquared suspends or cancels the Offer, all aspects of the Offer shall be null and void. SaleSquared will not be liable to compensate any subscriber for any postponement or cancellation or for any reason directly or indirectly arising out of this Offer.
- SALESQUARED MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER IN RESPECT OF THE OFFER INCLUDING AS TO ITS FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, QUALITY, AVAILABILITY, DISRUPTION OR ERROR-FREE OPERATION ETC.
- For product details, visit https://salesquared.io/ivr-service.html
- SaleSquared does not guarantee any SLAs during the free trial offer.
(b) The User hereby declares and agrees that (i) all information (including personal information) provided by the User during registration is true, genuine and accurate and that the User shall ensure that all such information is current, complete, and true at all times; (ii) the User shall maintain and update the User’s registration data, in order to keep such data current, complete and true (iii) the User represents that he/she is of legal age (if the User is an individual) and has the requisite legal standing to form a binding contract with Salesquared and is not a person barred from receiving Services under the laws of India or other applicable jurisdiction.
(d) Upon registration, SaleSquared will provide the User with a private account (User Account) and a username and password for such User Account. The User shall be solely responsible for the use and activities conducted through such a User Account. The User acknowledges that to regulate access to the service, his/her authentication depends on the verification of the correct username and password. The User acknowledges and accepts that the User is solely responsible for safeguarding the confidentiality of his/her User Account information (including password(s) and username(s)) and for any use or misuse of his/her User Account and/or the Site resulting from any third party using a password or user name issued to such User. The User agrees to notify Salesquared immediately of any known or suspected unauthorised access to or use of the User’s Account, or any other breach of security or misuse of the Site known to or suspected by the User and that Salesquared is not responsible for fraud of any person or other Users of the User’s Account.
(e) The User accepts and acknowledges that usage of Credits, if any, granted free of charge by Salesquared to the User at the time of registration or at any other time shall also be subject to all the terms and conditions of the Terms and Conditions and other Service Agreements.
We frequently update, modify and otherwise continually seek to improve the service, and such changes often dictate that we simultaneously modify the terms and conditions of use. As such, we have the right to modify the terms of this agreement and to change or discontinue any aspect or feature of our service, in either case, as it deems reasonably necessary. If you do not agree with any such changes, SaleSquared may cancel your use of the service in accordance with the procedures for cancellation outlined in this agreement. You acknowledge your responsibility to review this agreement from time to time and be aware of any such changes, and, should you request, we will be happy to keep you informed if/when such changes occur.
Furthermore, you accept that should there be a contradiction between other specific terms & conditions and these general terms & conditions, the other specific terms & conditions shall apply.
(f) For Affiliate Partners and Dual Brand Partners
The entire liability of Salesquared for the reasons directly attributable to it and your exclusive remedy for any dispute/difference in connection with the Affiliate Program and the Partner Program shall in no event exceed the applicable commission payable to You.
(g) Fair Use: The User shall not send more than 100 SMS per day via Email2SMS. The limit is not applicable for dedicated channel users.
In addition to the General Conditions of Service, any User of API Services shall be bound by the following terms and conditions:
(i) The User acknowledges and undertakes that the User shall not have rights over any API offered by Salesquared for the User to enhance the options for utilisation of Services, and such API shall belong to Salesquared. Salesquared has disclosed the API only for utilisation of Services by the User. The User undertakes and agrees that it shall not, except with the prior written consent of Salesquared: (i) allow or in any manner facilitate or permit the utilisation of any APIs by any person other than the User; (ii) develop/create/build any product or service using one or more of the APIs to be used except by the User; (ii) redistribute or reuse any APIs or distribute or sell any products or services developed using any APIs. The User acknowledges and accepts that if it wishes to undertake any of the actions stipulated in (i), (ii) or (iii) above, the same would be subject to the prior written consent of Salesquared and subject to specific additional terms and conditions stipulated by Salesquared, in its sole discretion, in this regard.
(ii) The User acknowledges and agrees that it shall be solely liable, directly or indirectly, for all damage or loss caused or alleged to be caused to SaleSquared, by or in connection with any misuse of the API or due to use of any API other than in accordance with the terms specified herein.
(iii) The User hereby agrees to defend, indemnify and hold harmless and agrees to continue to keep indemnified Salesquared, its affiliates, directors, officers, employees etc. without any demur or protest, against any/all losses, damages, actions, proceedings including but not limited to legal expenses with respect to any action taken by any Statutory Body or the Operator with respect to the misuse of the API including but not limited to, for the breach of any of the provisions of the TRAI Regulations or any other law for the time being in force.
Customer shall keep SaleSquared and its director’s officers, employees, agents, representatives, contractors fully indemnified against any claim, costs, losses, expenses, damages, liability, proceedings, actions etc suffered or incurred by SaleSquared because of Your breach of the terms and conditions of this Agreement and/or the applicable laws/regulations.
Annexure A: India – Regulatory Terms and Conditions
1. The Customer undertakes to fully comply with all applicable laws and regulations with regard to the services rendered by SaleSquaredunder the scope of this agreement and as informed by SaleSquared from time to time.
2. The use of encryption by the Customer and its End-User shall be governed by the Government policy and rules made under the Information Technology Act, 2000. As per the rules/guidelines, the Customer will be liable to share the decryption keys of the encrypted data with the authorized Government agencies as and when required or requested.
3. The Customer shall not resell, or in any manner package and market for gain, the Services provided by SaleSquared to any of its Affiliates or any other third party.
4. Customer shall ensure that no objectionable, obscene, unauthorized or any other content, messages or communications infringing copyright, intellectual property right and international and domestic cyber laws, in any form or inconsistent with the Applicable Law, are carried or transmitted using the Services. The use of the Services for anti-national activities would be construed as an offence punishable under Applicable Law. Acts such as break-ins or attempted break-ins of Indian networks shall be regarded as an anti-national act and shall be dealt with in accordance with the Indian Penal Code. The Customer must ensure that the services provided by SaleSquared are not used for such purposes by it or the End-User.
5. Customer shall provide necessary facilities to SaleSquared and any other Government Agencies to counteract, intercept or monitor any unlawful activity.
6. SaleSquared shall be entitled to, without any liability, refuse, limit, suspend, vary, disconnect and or interrupt the Services, in whole or in part, at any time, for any reason and/or due to various factors including but not limited to:
- Government’s rules, regulations, orders, directions, etc.
- Combat potential fraud, sabotage, etc.
7. SaleSquared, according to the requirement of the TSP may change, amend or revise this Agreement at any time as and when necessary in order to comply with any statutory, legal or regulatory requirements and the Customer agrees to abide by such modified terms and conditions. Such changes, amendments or revisions shall be deemed effective upon receipt of an updated and duly dated regulatory compliance by the Customer from SaleSquared via email, fax or post by SaleSquared to the notice address/contact details as per SaleSquared records.
8. The Customer shall, grant access to the authorized government officials or SaleSquared employees or third party employees authorized by SaleSquared to carry out the physical inspection of the SaleSquared‘s processes and systems installed at customer’s premises as and when required as per SaleSquared‘s licensing obligations.
9. The Services from SaleSquared shall not be used by the Customer for any call centre or other OSP related services unless it holds the valid OSP registration certificate issued by the concerned Govt. Of India authority.
Parties hereby grant each other the right to use and display each other’s name and logo („Trademarks“) for promotional means on the respective websites or other promotional material, however, restricted solely in connection with the services provided under this Agreement. Any usage under this clause shall be done according to the proprietor Party’s guidelines as they may be provided from time to time. Neither Party shall use the other Party’s Trademarks in any manner that will disparage, harm or otherwise damage the other Party’s goodwill in its Trademarks. The Party using the Trademarks shall not, at any time, misuse the same or present itself as an affiliate or other legal agent of the Party whose Trademarks are being used. Any rights and linked usage of Trademarks granted under this Section shall be continued in the event this Agreement is terminated.
(a) The User agrees that if any provision of these Terms and Conditions shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or applicable Law, such provision or part thereof shall to that extent be deemed not to form a part of these Terms and Conditions, and the legality and enforceability of the remainder of these Terms and Conditions shall not be affected. These Terms and Conditions constitute the entire agreement between the User and Salesquared with regard to the use of the Services, and all other written or oral agreements or understandings previously existing between the User and Salesquared with respect to such use are hereby superseded and/or cancelled. Salesquared’s failure, if any, to insist on or enforce strict performance of these Terms and Conditions shall not be construed as a waiver by Salesquared of any provision or any right or future right it has to enforce these Terms and Conditions, nor shall any course of conduct between Salesquared and User or any other party be deemed to modify any provision of these Terms and Conditions. These Terms and Conditions shall not be interpreted or construed to confer any rights or remedies on any third parties.
(b) The User agrees not to represent himself/ herself to be a representative, agent, or employee of Salesquared and that Salesquared will not be liable because of any representation, act or omission to act by such User. The User agrees that no joint venture, partnership, employment, or agency relationship exists between the User and Salesquared due to these Terms and Conditions or use of the Site.
(c)The User acknowledges and accepts that Salesquared’s performance of this agreement is subject to existing laws and legal process, and nothing contained in these Terms and Conditions is in derogation of Salesquared’s right to comply with governmental, court and law enforcement requests or requirements relating to the use of the Site or information provided to or gathered by Salesquared concerning such use.
(d) Salesquared shall provide the services on a best effort basis, and it takes no responsibility for the delay caused in the Services as the delivery is subject to inter-operator dependencies.
If any term or other provision of this Agreement is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect.
38. Summary Terms and Conditions:
You confirm that you hold the account corresponding to the data you have provided SaleSquared with, or that you have the account holder’s permission to use this service.