Software Purchase Agreement
This Agreement ("Agreement") is made and entered into between Spwebconnect (hereinafter referred to as the "Company") and the Client.
Spwebconnect is engaged in the supply and provision of software solutions, including the Cylinder Tracking Management System (CTMS).
The Client desires to purchase a license to use the CTMS Software under the terms and conditions set forth herein.
1.1 Software: The Cylinder Tracking Management System (CTMS), a web-based software solution.
1.2 License: A non-transferable, non-exclusive right to use the Software.
1.3 Support Services: Assistance provided by the Company, including bug fixes for existing features only and updates, for one year from the date of purchase.
1.4 Order Form: The attached form detailing client-specific information, license details, costs, and support terms.
1.5 Data: Any information or content inputted by the Client or generated by the Software.
1.6 Effective Date: The date on which this Agreement is signed by both parties or the license is activated, whichever is earlier.
2.1 The Company agrees to provide the Client with a non-exclusive, non-transferable Software as a Service (SaaS) license to access and use the Cylinder Tracking Management System (CTMS) hosted on SOC2 Compliance AWS server infrastructure.
No physical software installation or hardware is included unless explicitly specified and agreed upon in writing.
2.2 The license term shall be annual (12 months from the Effective Date) and will be renewable according to the renewal provisions.
2.3 Access to the Software will be provided remotely via web-based access. The license does not confer ownership rights or entitlement to receive a physical copy of the Software, source code, or infrastructure used to host the Software.
2.4 Any additional terms, customizations, or special provisions must be specified and mutually agreed upon in the Order Form.
4.1 The Client shall thoroughly inspect and test all Software functionalities prior to purchasing the license.
4.2 Once the license is generated, the Client accepts the Software "as is," and the purchase cost becomes non-refundable.
4.3 A paid trial or extended evaluation period may be available upon request. The Client should contact the CTMS Sales Team for details, terms, pricing, and arrangements.
6.1 Any additional modifications or customization requested by the Client for specific requirements will be billed separately on an hourly basis.
6.2 Costs associated with onsite installation, implementation, or visits, including travel, boarding, lodging, VISA, and manpower, will be charged on actuals and are not included in the quotation. The quotation includes only remote desktop support.
7.1 The initial purchase includes 12 months of support services as specified in the quotation.
7.2 Subsequent support costs will be based on the Company's updated sales policies and quotations and may be subject to changes in configuration and setup charges.
7.3 Any additional offers will be provided according to the terms outlined in the sales quotation.
8.1 The Company shall not disclose information related to the Client's business, including pricing, customer data, or other sensitive information, to any third party.
8.2 The Client agrees not to disclose, copy, reverse-engineer, or share the Software or related proprietary information, including through email, printouts, screenshots, video recordings, verbal descriptions, or feature disclosure.
8.3 Any breach of confidentiality by the Client concerning the Software may result in legal action by the Company, including claims for damages and injunctive relief.
9.1 The Company shall not be liable for any direct, indirect, incidental, or consequential damages arising from the use of the Software.
9.2 The Client accepts responsibility for issues or claims arising from misuse, improper handling, or incorrect use of the Software.
9.3 Force Majeure: Neither party shall be liable for failure or delay caused by circumstances beyond reasonable control, including natural disasters, internet outages, strikes, or governmental actions.
10.1 This Agreement begins on the Effective Date and ends after the final Order Form expires.
10.2 If the Client chooses to terminate the Agreement, no refund will be provided for payments already made.
10.3 Upon termination, the Company will allow the Client forty-five (45) days to retrieve all data from the Software. After this period, the Company is not responsible for maintaining or recovering data.
10.4 The Company will notify the Client of termination via email and confirm deactivation of the Software.
10.5 Data Responsibility: Client data in CTMS is securely backed up by AWS servers. Clients can request their data during the valid license period or at termination, and it will be provided in Excel format.
10.6 The Client must inform the Company in writing of any intention to terminate the Agreement.
10.7 - 10.10 Upon termination, the license ends, unpaid amounts remain due, services stop, and the Client must cease use of the Platform and Services.
In the event of any dispute, disagreement, or claim arising out of or relating to this Agreement, the parties shall first attempt resolution through good-faith negotiations.
If a resolution cannot be achieved within thirty (30) days, the dispute shall be referred to binding arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996, and subsequent amendments.
Arbitration shall be conducted by a single arbitrator mutually agreed upon by both parties.
Arbitration proceedings shall be conducted in English and held in Pune, Maharashtra, India.
Any challenge, enforcement, or appeal concerning an arbitration award or ruling shall fall under the exclusive jurisdiction of competent courts in Pune, Maharashtra, India.
11.4 Both parties shall equally share arbitration fees and expenses, unless otherwise ordered by the arbitrator.
The following restrictions apply to the use, modification, or distribution of the Software:
Minimum infrastructure requirements:
14.1 Scanning Distance: The recommended scanning distance is between 10 and 15 cm. Actual distance may vary depending on camera clarity and device quality.
14.2 Durability: QR code plates do not come with a warranty. With proper handling and care, they are expected to last for a minimum of one year.
14.3 Maintenance: Regular cleaning of the QR code or barcode plate is essential. Scratching, bending, or exposure to abrasive materials should be avoided.
14.4 Replacement Policy: No replacement will be provided for damaged, non-functional, or lost QR code plates. The Client is responsible for their proper use, care, and protection.
15.1 Governing Law: This Agreement shall be governed by the laws of India, including the Indian Contract Act, 1872 and Information Technology Act, 2000.
15.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes prior agreements or understandings.
15.3 Amendments: Amendments may be communicated via the Client's registered email address. Policy or notice amendments may also be displayed within the Software, and continued use may require acceptance.
15.4 One-Time Investment: The Client acknowledges that the Software purchase is a one-time investment designed to maintain the Client's business.
15.5 Support: Support is available Monday to Friday, 9:30 AM to 6:00 PM on working days, excluding public holidays.
15.6 Notices: Notices must be in writing, in English, and sent to the addresses provided in the Order Form. Address changes must be notified within 14 days.
15.7 Suspension: Access may be suspended for non-payment, policy violations, or security risks. Suspension does not waive payment obligations.
15.8 Counterparts: The Agreement may be executed in counterparts, including electronic copies.
15.9 Anti-Bribery and Corruption: Both parties must comply with applicable anti-corruption and anti-money laundering laws.
15.10 Authorized Deployment: The license is restricted to use within the Client's designated infrastructure and/or domain as agreed during onboarding.
15.11 Source Code: The Client acknowledges that source code will not be shared. Customization is performed on a compiled/deployed basis.
15.12 Intellectual Property: All intellectual property rights, trademarks, copyrights, and proprietary information relating to the Software exclusively belong to Spwebconnect.
15.13 Data Security: The application infrastructure and operational security practices follow reasonable industry-standard security measures for data protection, access control, monitoring, and cloud security management.
The Client is responsible for maintaining the confidentiality of user credentials, password management, internal access control, and preventing unauthorized usage or misuse.
15.14 Third-Party Integrations: CTMS integrates with services such as Tally, SMS, WhatsApp, APIs, and cloud services. The Company is not responsible for failures of third-party services, including API, Tally, GST, government portal, SMS, or WhatsApp gateway issues.
User Misuse: The Client must not use CTMS for illegal, fraudulent, or regulatory violations. The Company may suspend access for misuse without refund.
16.1 Licenses will automatically renew for the same term specified in the original Order Form unless the terms change. In such cases, the Client must issue a Renewal Form.
16.2 At the time of renewal after 12 months, the license cost will be based on the applicable price at that time.
The Spwebconnect team will provide CTMS training for 3 hours at no cost. Standard support will subsequently be provided Monday to Friday, 9:30 AM to 6:00 PM.
By using the CTMS Software, the Client acknowledges that they have read and agreed to the applicable terms and conditions of the Software Purchase Agreement.