General Terms and Conditions of Service

General Terms and Conditions of Service

Please carefully read these Terms and Conditions of Service as they constitute the legally binding agreement between you and IVS Softtech®️ Pvt. Ltd. for the use of our services. By registering and using the Service, you acknowledge that you have understood and accepted the terms of this Agreement. If you do not agree to these terms, you may not use the Service. If you are accepting these terms on behalf of an organization, you represent that you have the authority to do so. However, if your organization has a separate agreement with IVS Softtech®️ Pvt. Ltd., that Agreement will take precedence.

In this Agreement, “Customer” refers to you, unless you are accepting on behalf of an organization, in which case “Customer” refers to the organization. “IVS Softtech®️ Pvt. Ltd.” refers to IVS Softtech®️ Pvt. Ltd., a company incorporated under the laws of India, with its registered office at IVS SOFTTECH PRIVATE LIMITED, LIG-1376, AVAS VIKASH-3, KALYANPUR, KANPUR – 208017, Uttar Pradesh, INDIA. The terms “Party” and “Parties” refer to IVS Softtech®️ Pvt. Ltd. and Customer jointly. “Services” encompass our platform services, including programs, features, functions, report formats, instructions, code samples, online help files, technical documentation, website, marketing material, business center, technical support, Add-ons, upgrades, updates, SDKs, APIs, software, and connectivity services provided by us.

By agreeing to these terms, you acknowledge the following:

  • Services and Incorporation1.1 IVS Softtech®️ Pvt. Ltd. provides a range of services that facilitate connectivity and the integration of telecommunications capabilities into software applications, including mobile, web-based, and desktop applications, as described on our website and pricing page (the “Services”).1.2 This Agreement incorporates the following additional policies:
  1. Charges, Payment Terms, and Taxes2.1 You agree to pay for the use of the Services based on the pricing page on the IVS Softtech®️ Pvt. Ltd. Portal, which may be updated from time to time unless you have a separate agreement with IVS Softtech®️ Pvt. Ltd. specifying special pricing. IVS Softtech®️ Pvt. Ltd. reserves the right to change pricing, and your continued use of the Services after a price change becomes effective constitutes your agreement to pay the changed price.2.2 Payment for the Services must be made in advance by credit card or wire transfer to an account designated by IVS Softtech®️ Pvt. Ltd. Late payment may incur interest charges and additional fees. IVS Softtech®️ Pvt. Ltd. may set off charges against operator records, and the records provided by IVS Softtech®️ Pvt. Ltd. will be conclusive for charge calculation purposes.2.3 Charges are recorded and computed by IVS Softtech®️ Pvt. Ltd. from midnight on the 1st day.

    2.4 IVS Softtech®️ Pvt. Ltd. reserves the right to offset charges against operator records, which will be provided to IVS Softtech®️ Pvt. Ltd. and considered conclusive for calculating charges.

    2.5 The charges listed in the table included in the Service Description and pricing descriptions are not cumulative. If multiple charge bands apply, the band corresponding to the highest volume of transactions will apply to all relevant transactions.

    2.6 If there is a payment dispute, the Customer must notify IVS Softtech®️ Pvt. Ltd. in writing within fifteen (15) days of receiving the invoice. The Customer is required to pay the undisputed amount by the invoice due date. IVS Softtech®️ Pvt. Ltd. will consider payment disputes for amounts exceeding 3% of the invoice amount. Upon acceptance of a payment dispute, IVS Softtech®️ Pvt. Ltd. will provide the Customer with an itemized transaction log report. The Parties will negotiate in good faith to resolve the dispute within 30 days of its submission. Either Party may escalate the dispute to the relevant commercial contacts of the other Party. If the dispute is resolved in favor of the Customer, IVS Softtech®️ Pvt. Ltd. will rectify the corresponding invoice.

    2.7 IVS Softtech®️ Pvt. Ltd. may terminate this Agreement without further notice if: (i) the Customer has outstanding payments older than 30 days, or (ii) a payment dispute cannot be resolved within 30 days of its submission.

    2.8 All fees payable by the Customer under this Agreement must be made in accordance with the specified payment terms. The fees displayed on the IVS Softtech®️ Pvt. Ltd. website do not include applicable taxes associated with the Services provided, such as GST or any relevant local sales taxes.

  1. Obligations of the Customer3.1 The Customer is responsible for providing suitable hardware and communication equipment to access the IVS Softtech®️ Pvt. Ltd. platform, which encompasses the equipment used by IVS Softtech®️ Pvt. Ltd. to deliver its Services (“IVS Softtech®️ Pvt. Ltd. Platform”). The Customer must ensure, at its own expense, that the equipment remains suitable for accessing the platform.3.2 The Customer and its customers or users must strictly comply with the Acceptable Use Policy (AUP) and applicable data protection laws when using the Services.

    3.3 IVS Softtech®️ Pvt. Ltd. may suspend Services or terminate the Agreement immediately at its reasonable discretion. The Customer will indemnify IVS Softtech®️ Pvt. Ltd. against all costs and liabilities arising from any claim that an SMS or Transaction, or the Customer’s or its customers’ or users’ use of the Services, infringes the rights of IVS Softtech®️ Pvt. Ltd., any third party, or any applicable law or regulation.

    3.4 The Customer must promptly inform IVS Softtech®️ Pvt. Ltd. of any notifications or official communications received from regulators, state authorities, or similar bodies concerning the Customer’s services that rely on the Services provided by IVS Softtech®️ Pvt. Ltd. The Customer should provide IVS Softtech®️ Pvt. Ltd. with a copy of such notifications or, at the very least, comprehensive substantive information relating to the Services mentioned in the notification.

    3.5 Without the prior written consent of IVS Softtech®️ Pvt. Ltd., the Customer does not have the right to sell services to resellers or aggregators under this Agreement.

  2. Term, Termination, and Suspension
    4.1 This Agreement begins on the date the Customer accepts these Terms and Conditions and continues indefinitely unless terminated by either Party with at least thirty (30) days’ advance written notice. If certain Services have a fixed term as specified in the Additional Terms for Certain IVS Softtech®️ Pvt. Ltd. Services, the Customer will be liable for all fees agreed upon for the fixed term in the event of early termination by the Customer before the term ends or termination with immediate effect by IVS Softtech®️ Pvt. Ltd. as outlined in Section4.2 below. 4.2 Either Party can terminate the Agreement immediately if:
    (i) the other Party breaches a material obligation under this Agreement and fails to remedy the breach within ten (10) days after receiving written notice of the breach;
    (ii) the other Party ceases to trade or pay its debts in the ordinary course, enters into a voluntary arrangement with creditors, becomes insolvent, enters into liquidation or a similar process, or experiences analogous events under the laws of its jurisdiction; or
    (iii) as specifically contemplated in this Agreement. If IVS Softtech®️ Pvt. Ltd. terminates the Customer’s account, it may also suspend Services immediately.4.3 IVS Softtech®️ Pvt. Ltd. may suspend the Services if:
    (i) charges remain unpaid,
    (ii) there is reason to believe that the Customer has violated the AUP,
    (iii) there is suspicion of fraudulent traffic or negative impact on the functioning of the Services due to their use,
    (iv) providing the Services is prohibited by law, or
    (v) suspension is necessary for upgrade or maintenance reasons, or the services of an operator required for the provision of the Services are unavailable. IVS Softtech®️ Pvt. Ltd. will make reasonable efforts to provide advance notice of any suspension to the Customer. 4.4 IVS Softtech®️ Pvt. Ltd. may terminate all or part of the Services upon giving the Customer thirty (30) days’ advance notice if the Customer has not utilized the Service or Services for a minimum period of six (6) months.
  1. Confidentiality 5.1 Both Parties agree to keep confidential and not utilize for their own benefit any information that is considered confidential, including trade secrets, proprietary information, financial details, and other valuable commercial information (“Confidential Information”). 5.2 The obligations of confidentiality outlined in this clause do not extend to any Confidential Information that is publicly known or already known to the receiving party at the time of disclosure, becomes publicly known without a breach of this Agreement, or is lawfully obtained from a third party. 5.3 If any administrative body or court requests the disclosure of Confidential Information, the Parties will notify each other and cooperate to minimize any potential adverse effects resulting from such disclosure. 5.4 The Customer acknowledges that if an administrative body or court requests IVS Softtech®️ Pvt. Ltd. to disclose the names and addresses of customers using specific long numbers, IVS Softtech®️ Pvt. Ltd. is obligated to comply and provide such information about the Customer within the scope of the request. 5.5 Upon termination or expiration of this Agreement, the receiving Party will return or, if permitted by law, destroy all Confidential Information in its possession in any form. 5.6 The terms of this confidentiality clause will remain in effect even after the expiration or termination of the Agreement.
  2. Warranty 6.1 IVS Softtech®️ Pvt. Ltd. warrants to provide the Services in a professional manner. The Services will be provided according to the terms specified in the Service Level Agreement (SSLA) upon notification from IVS Softtech®️ Pvt. Ltd. that they have gone “live.” IVS Softtech®️ Pvt. Ltd. does not guarantee that the Services will be free from faults or available at all times. In the event of IVS Softtech®️ Pvt. Ltd.’s failure to meet service level requirements or other obligations under this Agreement, the Customer’s remedies will be limited to (i) IVS Softtech®️ Pvt. Ltd. making reasonable efforts to rectify reported faults for which it is responsible and (ii) termination of the Agreement. All other warranties, whether statutory or contractual, are excluded to the extent permitted by law. 6.2 IVS Softtech®️ Pvt. Ltd. is not responsible for the actions or omissions of other telecommunications service providers and shall not be liable for any mobile telecommunication systems or networks it does not operate. 6.3 The Customer acknowledges that IVS Softtech®️ Pvt. Ltd. has no control over the content of messages or voice calls transmitted through its system and cannot be held responsible for such content by the Customer or its customers.
  3. Limitation of Liability 7.1 IVS Softtech®️ Pvt. Ltd. will only be liable as expressly provided in this Agreement. 7.2 IVS Softtech®️ Pvt. Ltd. shall not be liable to the Customer or any other person or entity, whether in contract, tort (including negligence or other tortious actions), or otherwise, for any loss of revenue, business, anticipated savings or profits, or for any indirect, special, or consequential loss, damage, costs, or other claims. This limitation of liability does not exclude or restrict IVS Softtech®️ Pvt. Ltd.’s liability for death or personal injury caused by its negligence. 7.3 IVS Softtech®️ Pvt. Ltd.’s liability for direct loss or damages, whether in contract, tort (including negligence or other tortious actions), or otherwise, shall be limited to the lesser of (i) 50,000 EUR (fifty thousand Euro) or (ii) the aggregate net revenue generated by IVS Softtech®️ Pvt. Ltd. under this Agreement in respect of Charges during any consecutive twelve-month period.
  4. Indemnification The Customer shall indemnify IVS Softtech®️ Pvt. Ltd. against all claims brought by third parties in connection with the provision of Services under this Agreement, including but not limited to breaches of IVS Softtech®️ Pvt. Ltd.’s policies referenced in Section 1.2 and applicable laws.
  5. Intellectual Property Rights 9.1 The intellectual property rights to any software, information, technology, or data supplied by either party under this Agreement shall remain the property of the respective party. 9.2 IVS Softtech®️ Pvt. Ltd. shall not modify or alter the Customer’s name or logo. IVS Softtech®️ Pvt. Ltd. shall not use the Customer’s name or logo in combination with any trademark, word, symbol, letter, or design that would create a combination mark. IVS Softtech®️ Pvt. Ltd. shall not attempt to register the Customer’s name or logo or adopt, use, or attempt to register any confusingly similar mark or website domain.
  6. Compliance The Customer shall comply with all applicable laws, including data protection, anti-bribery, anti-spam laws, and IVS Softtech®️ Pvt. Ltd.’s policies referenced in Section 1.2. If the Customer sends messages to and from the United States of America or Canada, particular attention must be paid to US and Canadian Anti-Spam laws as referenced in the Acceptable Use Policy (AUP). IVS Softtech®️ Pvt. Ltd. will not enter into agreements with individuals or entities subject to international sanctions or embargoes related to the Services. The Customer confirms that it is not subject to such sanctions or embargoes.
  7. Force Majeure Either party will be excused from any delay or failure in performance under this Agreement to the extent that it is caused by circumstances beyond its reasonable control, including acts of God, government decrees or restraints, labor disturbances, war, sabotage, and other uncontrollable causes. The party seeking to excuse its performance shall promptly notify the other party, and if such conditions continue for sixty (60) days or more, either party may terminate this Agreement.
  8. Successors in Title and Assigns The Customer acknowledges that IVS Softtech®️ Pvt. Ltd. has the right, by providing written notice to the Customer, to assign all of its rights and obligations under this Agreement to another entity that is a controlled affiliate of IVS Softtech®️ Pvt. Ltd. For such an assignment, the Customer hereby gives its irrevocable consent. “Control” in this context means ownership of more than fifty percent (50%) of the equity. Any other assignments require the consent of the Customer, provided that such consent shall not be unreasonably withheld.
  9. Variation Any variation, amendment, or modification to this Agreement shall be valid only if agreed to in writing and signed by both Provider and IVS Softtech®️ Pvt. Ltd. Such variation, amendment, or modification shall become part of this Agreement.
  10. Waiver Failure to enforce any right or provision in this Agreement by either party shall not constitute a waiver of such right or provision or any other rights or provisions in this Agreement.
  11. Entire Agreement and Severability This Agreement constitutes the entire understanding between the parties. If any portion of this Agreement is determined to be unenforceable or illegal, that portion shall be deemed eliminated, and the remainder of the Agreement shall remain in effect as modified by the deletion.
  12. Jurisdiction and Governing Law This Agreement shall be governed by the laws of India, and the parties hereby submit to the non-exclusive jurisdiction of the courts in Kanpur, India, for the resolution of any dispute arising in connection with this Agreement.

Right to use Data (For customers residing in India only) C. Warranty and Limitation. For a period of 12 months from the execution of this Agreement, the Services will comply with the agreed specifications in a material manner. All other warranties are excluded.