Terms & Conditions | B2C Systems Ltd.

Definitions

In these Conditions, the following definitions apply:

Acceptable Use Policy refers to our acceptable use policy, which you are responsible for adhering to and ensuring that you do not (or any other party acting on your behalf or with your authorization) knowingly, deliberately, maliciously, willfully, or negligently use or permit the use of any of our services.

Our Services, systems or equipment

For any improper, indecent, obscene, unlawful, harmful, unauthorized or fraudulent purpose or to cause any injury, nuisance, offence or annoyance to any person
In such a way that the operation or quality is threatened, degraded, or disrupted, or interferes with the integrity or security of any telecommunications or information technology network or system;
To communicate, transmit, publish, distribute, or disseminate any material that is, may be, or is intended to be a hoax, or that is defamatory, offensive, abusive, obscene, indecent, or menacing in nature, or that violates any intellectual property right; (iv) To transmit unsolicited commercial communications or promotional material in violation of Applicable Law or otherwise
For the automatic or manual processing of "personal data" in violation of Applicable Law; and/or
In any other way that does not conform to the provisions of any Applicable Law or any reasonable instructions given to you from time to time.

Any laws (including common law), statutes, statutory instruments, directives, regulations, rules, regulations, codes, orders, decrees, judgments, consent decrees, settlement agreements, or other declarations with legal effect are considered applicable law(s).

The regulations regulating access to and use of the Proprietary Software as defined on the Website are referred to as the Applicable Rules (and as updated from time to time).

Additional Services: Any service requested or indicated in an Order that is not part of the Software Services.

A business day is a day when banks in India are open for business that is not a 2nd and 4th Saturday, Sunday, or a public holiday.

Charges: the costs or fees due by the Customer in line with these Conditions for the delivery of the Services, including the monthly subscription fee.

Commencement Date: has the meaning specified in these Terms and Conditions.

These are the terms and conditions.
Customer: a club ("Club"), society ("Society"), corporation or entity representing a Club or Society that purchases or uses Services from the Supplier; or End User.
Customer Systems: any computer hardware, software, and communications equipment utilized or owned by the Customer on a regular basis.
Data Subject: A person who is the subject of Personal Data.
Deliverables: the Customer's proprietary data (together with any other deliverables) to be uploaded by the Customer onto the Proprietary Software.
The Effective Date is the day on which you initially utilize the Services.
End User: any individual or entity who, directly or indirectly via another user, (a) accesses or uses Your Content; or (b) accesses or uses the Services under your account.
All patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business, and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights are protected.
Hosting System: any data storage system chosen by the Supplier for the provision of the Services.
Personal Data: has the meaning given in the Data Protection Act and refers exclusively to personal data contained within Deliverables or any portion of such personal data contained within Deliverables, unless as expressly stipulated in these Conditions or a Condition.
Privacy Statement: refers to the privacy statement that is maintained on the Website and is updated and altered on a regular basis.
Proprietary Software: the Supplier's proprietary or licenced software known as b2c systems softwae, as well as any updates, modifications, or additions made by the Supplier from time to time.
Registered User: any Customer representative who has been registered by the Supplier as authorized to access the Services and use the Proprietary Software and has been provided a username and password.

Access Codes:

Services: refers to the service(s) and any other product delivered by the Supplier to the Customer or otherwise in accordance with the Conditions, which may include Software Services and Additional Services.
Software Services: the supply of a restricted licence to access and use the Proprietary Software, subject to the Access Rules at all times.
Specifications: a description of the technical requirements required to allow safe and secure access to the Proprietary Software, the uploading of any Deliverables, and the provision of the Services as defined by the Supplier on the Website from time to time.
Supplier: b2c systems limited , an Indian private business.
Supplier Materials: All materials, equipment, documents, information, data, and other property delivered or supplied to the Customer as part of the Additional Services by the Supplier.
Third Party Content: any content made accessible to you in connection with the Services by a third party.
You're Content: means any content that you (or someone acting on your behalf or with your permission or authority) provide to us as part of the Services in connection with your account; and (ii) your trademarks (whether registered or unregistered), club colours, and club crest, insignia, emblem, or similar.

Conditions

These Terms & Conditions govern your access to and use of the Services, as well as the contract between the Supplier and you or the company you may represent. The Terms and Conditions go into effect on the Effective Date.
You represent to us that you are lawfully able to enter into these Conditions Conditions (for example, you are not a minor). If you are entering into these Conditions for or on behalf of another, you represent to us that you have legal authority to bind that person.

You may use and access the Services in accordance with the Terms.
To use the Services, you must have an account with a username and password, as well as a valid method of payment (where applicable). You will only establish one account per user, unless expressly authorized by the Terms.
Third Party Content may be made accessible in combination with the Services only at our discretion and with our express written approval, and may be subject to other terms and conditions and fees and charges.
The Terms represent the parties' full agreement. The Customer recognizes that it has not relied on any statement, promise, or representation made or supplied by or on behalf of the Supplier that is not expressly stated or implied by the Conditions.
In the event that the Customer is participating in a trial, it shall last until the earlier of: (i) thirty (30) days from the Effective Date; or (ii) A later date agreed in writing with a B2C Representative. On conclusion of the trial, unless the Customer has terminated its use of the Services by notice in writing to [email protected], it will be bound by these terms until otherwise terminated in accordance with these Conditions.
We may
- 6.1. We may change or discontinue any or all of the Services or change or remove functionality of any or all of the Services from time to time. We shall make every effort to notify you of any substantial changes to or discontinuance of any Services.
- 6.2. From time to time, we may update, modify, cease, or add to the Conditions (the "Modifications"). The Changes will take effect after they are posted. You agree to be bound by the Modifications without additional notice if you continue to use the Services after the effective date of any Changes. It is your obligation to monitor the Conditions for changes. We last updated the Conditions on the date specified at the bottom of the Conditions.
You shall:
- 7.1. Except to the extent caused by our violation of the Terms, (a) be liable for any actions that occur under your account, whether authorised by you or performed by you, your employees, or a third party (including your contractors, agents or End Users). We are not liable for illegal account access. If you become aware of any breach of your responsibilities under the Conditions caused by an End User, you will promptly suspend such End User's access to Your Content and the Services. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User requiring us to do so; and
- 7.2 Verify that you’re Content, as well as the use of Your Content or the Services by you and End Users, does not violate any Applicable Law. You are entirely responsible for the content of Your Content and its usage. You grant us a non-exclusive, perpetual, royalty-free license to use Your Content for the purpose of providing the Services and matters ancillary thereto.
- 7.3. Be certain that you or your club's administration do not use your in-app sponsorship option to promote gambling or alcoholic drinks.

Document Storage

To the extent document storage services or facilities are provided to you as part of the Services, these are provided by b2csystems Web Services and their terms are incorporated herein.

Supply of services

1.1 The Supplier shall provide the Services to the Customer in all material ways in accordance with the Specification.
2. The Supplier must take all reasonable efforts to make the Services available to the Customer; however, the Supplier shall have no liability to the Customer or duty to deliver the Services in the case of any of the following:
2. The Supplier must take all reasonable efforts to make the Services available to the Customer; however, the Supplier shall have no liability to the Customer or duty to deliver the Services in the case of any of the following:
2.1 Any external network problems (including, but not limited to, the Hosting System); or
2.2 Any scheduled or emergency maintenance of the Proprietary Software, the Website, the Hosting System, or any computing systems and networks on which the Proprietary Software is hosted (provided, however, that the Supplier shall, whenever reasonably possible, plan any scheduled maintenance (within the Supplier's direct control) outside of those hours considered to be high volume and provide prior notice to the Customer of any such scheduled maintenance likely to result in a disruption to the Customer).
2.3 Server overuse as a result of an unexpected spike in traffic by a client and/or approved or unauthorized users.

Data Protection

Obligations of the Supplier: The Customer and the Supplier acknowledge that, for the purposes of the Indian data protection law, the Customer is the Data Controller and the Supplier is the Data Processor in respect of any Personal Data, with the exception that the Supplier shall be the Data Controller and the relevant Data Processor.
The Club or Society shall be the Data Processor in respect of any members of any relevant Club or Society who may have independently submitted Personal Data to the Supplier (in a format given and authorized by the Supplier) as part of the Services. The Customer also acknowledges that in so far as it may be required to register as a Data Controller with the Data Protection Commissioner under the Indian law (and as a corollary the Supplier is required by law register to as a Data Controller) the Supplier has already affected a generic registration as a Data Processor with Data Protection Commissioner.
The Supplier shall treat the Personal Data solely in compliance with and pursuant to the Customer's instructions as received from time to time, and shall not process the Personal Data for any other purpose than those allowed and directed by the Customer or permitted by Indian law. For the avoidance of doubt, The Customer acknowledges and agrees that the Supplier may collect and use certain content and other information you provide when using the Services, including the right to use anonymised data sets for system testing, staff training, and as a Data Provider for statistical and research analysis, and as a Data Provider to use the data to provide measurement, analytics, and other business services, and to use this information (including any activity as part of the Services) to provide measurement, analytics, and other business services. The Customer accepts that the outcome of such analysis may be used for marketing purposes by the Supplier.
For the purposes of the Conditions (but without limitation to any other form that such instructions and authorization of the Customer may take) the Customer will be deemed to have authorized and instructed the Supplier to process Personal Data as and from the time the Customer (or any employees, contractors or agents acting on its behalf) first uses any of the Software Services.
For further details on our data protection and privacy policy(s), please click here.
The Supplier may permit a third party (sub-contractor) to handle the Personal Data provided that the sub-contract contractor's is on essentially the same terms as those set forth in these Conditions and ceases immediately if these Conditions are terminated for any reason.
Where an End User is under the age of 18, you will procure express parental consent for their use of the Services.

Chat

Included in the Services may be a one-way chat function enabling a Club or Society to make contact with End Users, members or other parties they wish to include.

All persons including Customers, End Users and users:

Are responsible for providing and maintaining correct contact details.
Allow the Supplier to input your contact list (numbers only) for the sole purpose of providing the Services.
Are fully liable for the material they disseminate and any subsequent consequences, and thus indemnify the Supplier against any claims, damages, and expenses arising from or in connection with the same.
Agree, warrant and represent that they will use the Services including chat function in accordance with Applicable Laws and our Acceptable Usage Policy.
Agree not to (or cause or permit) spam or solicit for commercial purposes, any users of the Services.

Customer’s obligations

The Customer shall:

be certain that the scope of any Services sought, as well as any information given, is complete and correct.
with the Supplier on all topics pertaining to the Services.
Provide the Supplier, its employees, agents, consultants and subcontractors, with access to facilities as reasonably required by the Supplier
Supply any additional information and materials that the Supplier may reasonably require in order to provide the Services, and ensure that all such information and materials are correct in all material aspects.
Obtain, prepare, and maintain all Customer Systems
Verify that the Customer Systems always adhere to the Requirements.
Upload the Deliverables from the Customer Systems using the Proprietary Software onto the Hosting System in a manner which at all times complies with the Specifications.
Guarantee that all Deliverables are uploaded onto the Proprietary Software in all material aspects in a legal, correct, safe, and secure manner.
Obtain and maintain all necessary licenses, permissions and consents which may be required before the date on which the Services are to commence.
Keep and maintain the Supplier Materials in safe custody at the Customer's own risk at the Customer's premises, keep the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials in any way other than in accordance with the Supplier's written instructions or instructions.

Authorization

Immediately notify the Supplier in the event of the occurrence of any breach of security of the Customer Systems or unauthorized usage of the Services; and
Follow all terms and conditions contained on the Website, any alerts or instructions placed on the Website, and any revisions or modifications to the Conditions at all times. The Privacy Statement, the Specifications, the Applicable Rules, or any other rules or similar as posted on the Website from time to time and whether arising as a result of any change in law or and shall not permit anything to be done by act or omission which would result in any breach of the Supplier's performance of any of its obligations under the Conditions is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any releasable obligation
1. Without limiting its other rights or remedies, the Supplier shall have the right to immediately suspend, without notice, the continued performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations to the extent that the Customer Default prevents or delays the Supplier's performance of any of its obligations.
2. The Supplier shall not be liable for any costs or losses experienced or incurred by the Customer as a result of the Supplier's failure or delay in performing any of its duties under this agreement
3. The Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4. The Customer must pay each invoice presented by the Supplier using one of the payment methods we accept (including a bank account designated in writing by the Supplier):
  - 4.1 Within 30 days of the invoice date; and
  - 4.2 Paid in full and cleared money, and
  - 4.3 Payment terms are of the core of the Terms.
5. Taxes charged on the amount will be communicated to the customer at the time purchase
6. Except as required by law, the Customer shall pay all amounts due under the Conditions in full, without any deduction or withholding, and the Customer shall have no right to assert any credit, set-off, or counterclaim against the Supplier in order to justify withholding payment of any such amount in whole or in part. Without affecting its other rights or remedies, the Supplier may set off any money owed to it by the Customer against any payment due to the Customer by the Supplier.
7. As required by Applicable Law, the Customer will be responsible for identifying and paying all taxes and other governmental fees and charges (as well as any penalties, interest, and other additions thereto) imposed on that party in connection with the transactions and payments under this Agreement.
8. The Customer authorizes the Supplier to deduct any fees, service charges, and/or penalties owing by the Customer from the Customer's account on the date or days we specify.
9. Any payments or transfers of money or cash (a "Transfer(s)") from the Supplier to a Club or Society that may be needed as part of Terms shall be made only once:

Auto Debits or E-Mandates

Clubs and Societies must sign up for and agree to an Auto Debit payment to the Supplier for specific Services before they may use those Services. In doing so, the Club or Society expressly authorizes the Supplier (or its agent or provider) to collect payment for the Services provided from the relevant Club / Society bank account (and other relevant) details that must be provided, as well as to instruct and complete an Auto Debit mandate (and any other necessary documentation to facilitate the Auto Debit payment) with the relevant bank or provider. The Supplier is authorized to depend on this instruction to withdraw funds from the applicable bank account, and the Supplier will supply any reasonable documents or information necessary to facilitate this payment regime. The payment must be made in Indian rupees, and the account from which funds are taken must be located entirely within India. To cancel or alter an Auto Debit payment or a Direct Debit mandate, you must first contact the Supplier with whom you have established the conditions in order to agree in writing on the cancellation or amendment.

Intellectual property rights

The Supplier owns (or licences) all Intellectual Property Rights, title, interest, and know-how in or arising out of or in connection with the Services, Proprietary Software, and Supplier Materials.
You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content; (b) you have all rights in Your Content required to grant the rights contemplated by the Conditions; and (c) none of Your Content or End Users' use of Your Content or the Services will violate the Acceptable Use Policy, as it may be updated from time to time by us.
According to the provisions of the Conditions, we give you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license to: (a) access and use the Services only in compliance with the Conditions; and (b) use our content solely in connection with your allowed use of the Services. Except as expressly stated above, you gain no rights to the Services from us or our licensors under these Conditions, including any related Intellectual Property Rights.

Confidentiality

Unless otherwise specified herein, a party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives of a confidential nature that have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, or subcontractors, as well as any other confidential information concerning the Disclosing Party's business, products, or services that the Receiving Party has received. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's responsibilities under the Conditions, and should ensure that such employees, agents, or subcontractors are bound by confidentiality requirements comparable to those binding the Receiving Party. This clause will remain in effect even if the Conditions are terminated.

Suspension

We may, with or without warning, immediately suspend your or any End User's right to access or use any portion or all of the Services if we determine:
- 1.1 Your or an End User's use of the Services I poses a security risk to the Services or any third party, (ii) may have an adverse impact on our systems, the Services, or the systems or content of any other customer, (iii) may subject us, any of our affiliates, or any third party to liability, or (iv) may be fraudulent or illegal.
- 1.2 You or any End User is in violation of the Terms;
- 1.3 You are in breach of your payment obligations under these Conditions; or
- 1.4 You have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, administration, receivership, examiner-ship, or similar proceeding.
If we suspend your right to access or use any portion or all of the Services you remain responsible for all relevant fees and charges you incur during the period of suspension.

Indemnification

You agree to defend, indemnify, and hold us and any of our affiliates and licensors, as well as each of their respective employees, officers, directors, and agents, harmless from and against any Damages arising out of or connected to any third-party claim involving,

Your or any End Users’ use of the Services;
Violation of Applicable Law or breach of these Terms by you, End Users, or Your Content;
A disagreement between you and another End User; or
Claiming that any of Your Content violates or misappropriates the Intellectual Property Rights of a third party.

Disclaimers

THE SERVICES ARE AVAILABLE "AS IS." EXCEPT WHERE PROHIBITED BY LAW OR WHERE STATUTORY RIGHTS CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICES OR THE THIRD PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF

MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE SERVICESS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.

Limitations of Liability

WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, GOODWILL, USE, OR DATA), EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY FAILURE TO COMPLY WITH THESE TERMS; OR (B) ANY FAILURE TO COMPLY WITH THESE TERMS. (I) TERMINATION OR SUSPENSION OF A CONTRACT OR YOUR USE OF OR ACCESS TO THE SERVICESS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICESS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER ANY SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THE CONTRACT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS CONTRACT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY US DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THIS SECTION'S LIMITATIONS APPLY ONLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Termination

The term will commence on the Effective Date and will remain in effect until its expiry or terminated under this Clause.
You will terminate use of the Service(s), by either closing and/or logging out (manually or otherwise) of your account for all Services
Notwithstanding clause no. 2 above, a Club or Society may only terminate the provision of Services and the Conditions, on giving thirty (30) days written notice to the Supplier.
Without limiting its other rights or remedies, each party may terminate the Conditions with immediate effect by giving written notice to the other party if:
1. The other party commits a material breach of the Conditions and (if such a breach is capable of remedy) fails to remedy that breach within 20 Business Days of that party being notified in writing of the breach;
2. The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of the Companies Act 2013 or (being an individual) is unable to pay his debts or appears to have no reasonable prospect of so doing, or (being a partnership) has any partner to whom any of the foregoing apply;
3. A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company);
4. The other party (being an individual) is the subject of a bankruptcy petition or order;
5. A creditor or encumbrance of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
6. An application is made to court, or an order is made, for the appointment of an examiner or if a notice of intention to appoint an examiner is given or if an examiner is appointed over the other party (being a company);
7. A floating charge holder over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;
8. Person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
9. Any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned aforesaid; and / or
10. The other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his own affairs or becomes a Patient under any mental health legislation.
Without limiting its other rights or remedies, the Supplier may terminate with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due on the due date for payment or is in breach of Applicable Laws.

Consequences of termination

On termination of the Conditions for any reason:

The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt;
The Customer shall return all of the Supplier Materials to the Supplier. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with the Conditions;
The Supplier shall cease rendering the Services and shall take steps to ensure that the Customer shall no longer be able to access the Proprietary Software including the cancellation of all access codes;
The Supplier shall not be under any obligation or liability to permit access to or to return any Deliverables to the Customer until such time as all payments referred to have been received in full by the Supplier. In circumstances where the Deliverables have not been returned to the Customer due to such non-payment, the Deliverables will (in due course and at a time of the Supplier’s election) be permanently deleted from the Supplier’s system (including the Hosting System and/or the Proprietary Software) in accordance with the Supplier’s obligations under the Indian law;
The accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall not be affected, including the right to claim damages in respect of any breach of the Conditions which existed at or before the date of termination or expiry; and,
Those clauses or provisions which expressly or by implication have effect after termination shall continue in full force and effect.

General

Force Majeure:

For the purposes of the Conditions, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, virus, plague, storm or default of suppliers or subcontractors.
The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under the Conditions as a result of a Force Majeure Event.
If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 8 weeks, the Supplier shall, without limiting its other rights or remedies, have the right to terminate immediately by giving written notice to the Customer.

Assignment and subcontracting:

The Supplier may assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights at any time, and may subcontract or delegate any or all of its duties to any third party or agency.
The Customer shall not assign, transfer, charge, subcontract, or otherwise deal with all or any of its rights or obligations without the prior written agreement of the Supplier.

Notices:

Any notice or other communication needed to be sent to a party under or in connection with these terms and conditions must be in writing and sent through e-mail to the other party's e-mail address.
Any notice or other communication shall be assumed to have been duly received if the sending email system confirms the notice was successfully sent, and the notice shall be deemed to have been received by the other party on the day of such confirmation (provided that such day is a Business Day and if not a business Day, then on the next day which is a Business Day).
This provision does not apply to the serving of any judicial proceedings or other papers.

Waiver:

A waiver of any right under the Conditions is only valid if it is in writing, and it does not constitute a waiver of any subsequent breach or default. A party's omission or delay in exercising any right or remedy under the Conditions or by law does not constitute a waiver of that or any other right or remedy, nor does it exclude or restrict its later exercise. No single or partial exercise of such right or remedy precludes or restricts the exercise of that or any other right or remedy in the future.
Unless expressly stated differently, rights arising under the Conditions are cumulative and do not preclude legal rights.

Severance:

If a court or other competent authority determines that any provision of the Conditions (or part of any provision) is invalid, illegal, or unenforceable, that provision or part-provision shall be deemed deleted to the extent required, and the validity and enforceability of the other provisions of the Conditions shall be unaffected.
If any invalid, unenforceable, or illegal provision of the Conditions would be legitimate, enforceable, and legal if a portion of it were eliminated, the provision must apply with the least amount of alteration required to make it lawful, valid, and enforceable.

No partnership:

Nothing in the Conditions is intended or shall be interpreted to form a partnership or joint venture of any type between any of the parties, nor shall any party be regarded to be the agent of another party for any purpose. No party shall have the authority to act as the other party's agent or to bind the other party in any way.

Third parties:

A person who is not a party to the Contract has no rights under or in relation to it.

Variation:

Except as expressly stated in these Conditions, any alteration to the Conditions, including the inclusion of any new terms and conditions, shall be valid only when accepted in writing by the Supplier.

Governing law and jurisdiction:

This Conditions, as well as any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by and construed in accordance with Indian law, and the parties irrevocably submit to the exclusive jurisdiction of Indian courts.

Other Terms and Conditions

B2csystems does not award awards. The Club or Organization in charge of operating their fundraiser/lotto/raffle awards prizes.