Terms of Service
TERMS OF SERVICE
These Terms of Service (these “Terms”) are the terms and conditions for the Client’s use of the Services (as defined below) and constitute a legally binding agreement between the Client and Teenrang Business Management Pvt. Ltd. and its Affiliates (the “Company”). In case the Client has signed an agreement with the Company or has otherwise agreed in writing (including through email or other written communications) to a description of Services, Fees, and any other specific terms and conditions (each, a “Service Order”), such Service Order together with these Terms, shall be collectively referred to as the “Agreement”. In the event of a conflict or ambiguity between these Terms and the applicable Service Order, the terms of the Service Order shall prevail.
The Company reserves the right, at its sole discretion, to change or modify portions of these Terms at any time. If the Company does this, the Company will post the changes on this page and will indicate at the top of this page the date these terms were last revised. The Company may also notify the Client of the same, either through the Services user interface (if any), in an email notification, or through other reasonable means. Any such changes will become effective no earlier than 7 (Seven) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes the Client’s acceptance of the updated Terms.
1. DEFINITIONS & INTERPRETATIONS
1.1 Definitions:
1.1.1 “Agents” shall include, without limitation, the directors, officers, employees, agents, personnel, consultants, professional advisers, contractors, sub-contractors, representatives, or any corporate affiliate of either Party.
1.1.2 “Agreement” shall mean the Agreement and all schedules, supplements, appendices, appendages, and modifications thereof made in accordance with the terms of the Agreement.
1.1.3 “Affiliate” shall mean any specified person or company directly or indirectly, through one or more intermediaries, controls are controlled by or are under common control with another company.
1.1.4 “Applicable Laws” shall mean applicable laws, rules, and regulations, including any delegated legislation, local and national laws, rules, and regulations of any competent authority, treaties, and other legal obligations pertaining and/or in relation to the Agreement and/or the business of the Parties, including, those applicable to any tax, consumer and/or product safety, data privacy, the privacy and protection of personally identifiable information.
1.1.5 “Client” shall mean the individuals, corporate entity, LLP, corporation, LLC, partnership, sole proprietorship, or other business entity signing the Service Order.
1.1.6 “Confidential Information” shall mean Information relating to one Party (the “Disclosing Party”) and/or the business carried on or proposed or intended to be carried on by the Disclosing Party and which is made available in connection with the matters governed by the Agreement to the other Party or its Agents (collectively, the “Receiving Party”) by the Disclosing Party or its Agents, whether before, on or after the date of the Agreement, and which a reasonable person would consider proprietary or confidential, but excluding information which:
- is publicly available at the time of its disclosure or becomes publicly available (other than as a result of disclosure by the Receiving Party or any of its Agents contrary to the terms of the Agreement); or
- was lawfully in the possession of the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) free of any restriction as to its use or disclosure prior to its being so disclosed; or
- following such disclosure becomes available to the Receiving Party or its Agents (as can be demonstrated by its written records or other reasonable evidence) from a source other than the Disclosing Party (or its Agents), which source is not bound by any duty of confidentiality owed, directly or indirectly, to the Disclosing Party in relation to such information.
1.1.7 “Deliverables” shall mean all Documents, products, accounts, management accounts, reports, and materials developed or created by the Company or its Agents/ Affiliates in connection with the engagement by the Client or any additional services provided to the Client in any form, including computer programs, data, and reports (including drafts) but excluding Proprietary Materials.
1.1.8 “Document” shall include, in addition to any document in writing or any email, any plan, diagram, design, picture or other image, tape, disk, or other device or record embodying information in any form including in physical or dematerialized form.
1.1.9 “Fees” shall mean the charges for the Service(s) calculated in accordance with the Service Order, as may be amended by the Parties hereto.
1.1.10 “GST” shall mean Goods and Services tax imposed in India (as amended from time to time) including any similar tax which may be imposed in place thereof from time to time.
1.1.11 “In-put Material” shall mean all Documents, information, and materials provided by the Client relating to the Services, including all financial information, Personal Data/ Personal Sensitive Data, records, receipts, invoices, and other accounting materials
1.1.12 “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of other jurisdictions and shall include any product or process of the human intellect whether protectable as patents, trademarks, copyrights, designs or otherwise such as an invention, expression or literary creation, unique name, trade secret, business method, database, industrial process, computer program, source code, process, presentation.
1.1.13 “Intellectual Property Rights” or “IPR” shall mean all rights, benefits, title or interest in or to any Intellectual Property, anywhere in the world (whether registered or not and including all applications for the same).
1.1.14 “Party” shall mean either the Client or the Company and “Parties” shall mean both the Client and the Company.
1.1.15 “Personal Data” shall mean any data/ information that relates to a natural person which, directly or indirectly, in combination with other information available or likely to be available, is capable of identifying such natural person.
1.1.16 “Proprietary Materials” shall mean all Documents, information, and materials (in each case in whatever form, including in physical or dematerialized form) provided by the Company relating to the Services that existed prior to the commencement of the engagement or are developed or employed by the Company during the engagement and are utilized in the Services or incorporated into the Deliverables, including data, reports, templates, methods, algorithms, formats for and specimen reports and management accounts and specifications and all the Client’s working papers.
1.1.17 “Sensitive Personal Data” shall mean personal data revealing, related to, or constituting, as may be applicable – (a) passwords; (b) financial data; (c) health data; (d) official identifier; (e) sex life; (f) sexual orientation; (g) biometric data; (h) genetic data; (i) transgender status; (j) intersex status; (k) caste or tribe; (l) religious or political beliefs or affiliation; and/or (m) any other category of data as per the applicable laws of India as amended from time to time.
1.1.18 “Representative” shall mean the representative(s) appointed by the Company or the Client, as the case may be.
1.1.19 “Service(s)” shall mean the professional services to be provided by the Company to the Client (as more fully described in the relevant Service Order) as amended by the Parties hereto.
1.2 All capitalized terms not defined hereinabove shall have the meaning assigned to them in the other parts of these Terms when defined for use in bold letters enclosed within quotes (“”).
1.3 Interpretations:
1.3.1 The meanings set forth for defined terms herein and all pronouns shall be equally applicable to both the singular and plural, masculine, feminine, or neuter forms as the context may require.
1.3.2 Any reference in these Terms to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended, or re-enacted whether before or after the date of these Terms and to all statutory instruments orders and regulations for the time being made pursuant to it or deriving validity from it.
1.3.3 The word “person” includes an individual, a firm, a corporation, an unincorporated association, a government, a state or agency of the state, an association, a partnership, or a joint venture.
1.3.4 No rule of construction applies to the disadvantage of the Company because the Company was responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.
1.3.5 The headings/ subheadings/ titles/ subtitles of the several clauses and sub-clauses of the Agreement are intended for convenience only and shall not in any way affect the meaning or construction of any provision therein.
1.3.6 Reference to days, months and years are to calendar days, calendar months, and calendar years respectively.
1.3.7 All references in these Terms to Clauses, Annexures, or Schedules are to the clauses, annexures, or schedules in or with reference to these Terms unless otherwise specified therein. The words “hereof”, “herein” and “hereunder” and words of similar import, when used in these Terms, shall refer to these Terms as a whole and not to any particular provision of these Terms. The words “include”, “including” and “among other things” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import.
2. SCOPE
2.1 Subject to the provisions of the Agreement, the Company shall render Service(s) to the Client as specified under the relevant Service Order. The Service Order(s) may be amended or replaced from time to time by mutual agreement between the Parties.
2.2 If at any stage the Client wishes to receive additional services from the Company, those services will be agreed separately in writing between the Company and the Client, including as to the scope of those services and the Company’s fees for them, but those additional services, including the provision of those services, will at all times, and in all respect, remain subject to these Terms.
2.3 The Company agrees that this engagement/ arrangement is non-exclusive, and the Parties shall be free to enter into a similar engagement/ arrangement.
3. CONSIDERATION
3.1 In consideration of the provision of the Services by the Company, the Client shall pay the Fees to the Company in accordance with the terms stipulated under the relevant Service Order. Any advance(s) payments by the Client towards the Fees shall be non-refundable in the event the Client cancels the respective Service(s) prior to the Engagement Term.
3.2 All Fees shall be exclusive of GST and any other statutory levies, taxes, and imposts as may be levied thereon from time to time, which shall be added to all invoices at the statutory rate applicable from time to time.
3.3 All expenses that are not covered under the Service Order, including the services set out as ‘Out of Scope’ shall be charged at net documented cost (based on actual out‑of‑pocket expenses) (the “Out of Pocket Expenses”).
3.4 Without prejudice to any other right or remedy that it may have, if the Client fails to pay the Company on the due date (as specified in the respective invoices and/or the relevant Service Order), the Company shall have the right to:
3.4.1 charge interest on the overdue amount from the due date until payment of the overdue amount, whether before or after judgment from a court, and the Client shall pay interest immediately on demand. Interest under this Clause shall accrue each day, whether before or after judgment from a court, at 12% (Twelve Percent) per annum; and/or
3.4.2 suspend all Services and/or any additional services, and/or the supply of any services under any other contract between the Client and the Company, until payment has been made in full.
3.5 The Company may, without limiting any other rights or remedies it may have, set off any amounts owed to it by the other party in connection with the engagement against any amounts payable by it to the Client.
3.6 The Client shall pay all the Company’s invoices, and all amounts or monies due to the Company, or owed by it to the Company, without any deduction, set-off counterclaim, or withholding.
3.7 The Client and the Company agree that the Company may retain any of the Client’s, and/or any, deeds, paper and/or electronic documents, paper and/or electronic accounts and/or books of account, paper and/or electronic books and/or records, monies, data and/or other items, and/or any of the Client’s equipment, held for the Client and/or provided to the Company until: (a) the Company’s unpaid fees (including any fees not yet invoiced by the Company to the Client) and/or unpaid charges (including any charges not yet invoiced by the Company to the Client) and/or unpaid invoices, together with any interest charged by the Company to the Client in respect of any overdue amount, have all been paid in full; and/or until (b) any amount or liability incurred by the Company in respect of any expenses or disbursements relating to the Services or any additional services, but not yet invoiced by the Company to the Client, has been paid to the Company in full.
3.8 Authorization for Automatic Debits:
3.8.1 The Client acknowledges and agrees that the Company partners with third-party payment service providers to manage, process and facilitate automatic payments for the Fees (“Auto Charge Platform”). By accepting the Agreement, the Client authorizes the Company and/or the Auto Charge Platform to store the Client’s payment information and initiate automatic charges to the Client’s designated bank account or credit card for the payment of invoices issued by the Company.
3.8.2 By agreeing to the Agreement, the Client hereby authorize:
(a) Storage of Payment Information: the Company or the Auto Charge Platform to securely store the Client’s designated bank account or credit/ debit card details for the purpose of processing automatic payments.
(b) Automatic Charges: the Company or the Auto Charge Platform to initiate recurring debits/ charges from the Client’s designated account or card for all outstanding fees, including:
- Payments on the invoice due date (or an alternate date specified in your Auto Charge settings); and/or
- Immediate or next-business-day charges for past-due invoices upon enrolment in Auto Charge.
(c) Payment Execution: Charges will be processed in accordance with the terms set within the Auto Charge Platform. You will receive email reminders prior to payment and confirmations for each auto-debit, detailing the amount, date, and invoices paid. The Client represents that it is an authorized user of the designated account/ card and agrees to maintain sufficient funds/ credit to cover payments. Failure to do so may result in additional fees, penalties, or service interruptions
(d) Revocation: This authorization remains in effect until all outstanding obligations to the Company are fully settled or until revoked in writing, with reasonable notice provided to the Company. The Client retains the right to dispute any incorrect or improper charges and to terminate this authorization in accordance with the Agreement and as provided in the Auto Charge Platform’s payment rules.
3.9 This Clause shall survive termination or expiry of the Agreement.
4. TERM & TERMINATION
4.1 The Company shall provide the Services to the Client from the date specified under the Service Order or such other date as may be agreed between the Parties, unless the Deliverables mentioned under the relevant Service Order are completed or unless the Agreement is terminated as per the Agreement (the “Engagement Term”).
4.2 Without prejudice to any other rights or remedies which the Parties may have, the engagement and the Agreement between the Parties shall automatically terminate, or be deemed to have been terminated, 1 (One) day prior to the initiation of any proceedings under any law relating to insolvency against any Party, or the making of an application by any Party under such law to be adjudged or declared insolvent, without any requirement of notice or further action by the other Party.
4.3 All sums payable to the Company in respect of the Agreement and the Services shall become due immediately on its termination and/or expiry, despite any other provision in the Service Order or anywhere else. This Clause is without prejudice to any right to claim interest under the Applicable Laws, or any such right under the Agreement.
4.4 Upon termination and/or expiry of the Agreement, the accrued rights, remedies, obligations, and liabilities of the Parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination.
4.5 The right of either Party to terminate the Agreement will be in addition to any other remedies it may have, which are cumulative and not alternative and may be enforced successively or concurrently.
4.6 Upon termination and/or expiry of the Agreement, both the Parties shall ensure that all the Confidential Information and the Intellectual Property materials (including all documents, memoranda, notes, and other written/ electronic records prepared by the Receiving Party and its employees/ assigns for this engagement) are produced as and when demanded by the Disclosing Party and destroyed in case there is no statutory obligation as per applicable laws of India to maintain records of the same.
4.7 The Company and its employees/ Agents shall cease to perform the Services upon termination and/or expiry of the Agreement.
4.8 This Clause shall survive termination or expiry of the Agreement.
5. REPRESENTATION & WARRANTY
Each Party (the “Warranting Party”) hereby represents and warrants to other Party that (a) it has power and authority to execute, deliver and perform the Agreement and has taken all the necessary authorizations and/or approvals; (b) the Agreement constitutes legal, valid and binding obligations; (c) it has not contravened provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or appropriate authority; and (d) there are no claims, investigations or proceedings before any court, tribunal or appropriate authority in progress or pending against it which could reasonably be expected to prevent fulfilling its obligations under or arising from the Agreement.
6. INDEMNITY
6.1 Each Party shall indemnify, hold harmless, and defend the other Party, its holding company, subsidiaries, associate companies, their respective directors, officers, employees, agents and representatives (“Indemnified Parties”) from any and all loss, damage, cost, claim, and expense (including reasonable attorney cost) that the Indemnified Parties may suffer/ incur as a result of (a) failure to perform any services, responsibilities, and/or duties required to be performed by the other Party pursuant to or in connection with the agreement, including any case of medical negligence; (b) any breach of any of the covenants/ obligations contained under the agreement by the other Party; and/or (c) any representation made by the other Party being knowingly untrue/ false/ incorrect/ inaccurate.
6.2 This Clause shall survive termination or expiry of the Agreement.
7. LIMITATION OF LIABILITY
Notwithstanding anything contained in the Agreement, the Company shall not be liable to the Client or any other person, whether in contract, tort, under any warranty or any other theory of liability, for any indirect, special, incidental, consequential, punitive, or exemplary damages, including, but not limited to, lost business or profits arising out of or in connection with the Agreement or otherwise. It is clarified that, notwithstanding anything contained herein, the liability of the Company shall be limited to the Fee paid by the Company during the preceding 1 (One) month under the relevant Service Order.
8. INTELLECTUAL PROPERTY
8.1 Each Party owns and will continue to own all rights, title, and interest in and to the Intellectual Property Rights that it owns prior to the Agreement or which each Party created or acquired independently of its obligation pursuant to the Agreement. Neither Party may use the Intellectual Property of the other Party without the prior written approval/consent of the other Party.
8.2 Neither Party will use the other Party’s name, logo, or trademarks, or issue any press release or public announcement regarding the Agreement, without the other Party’s written consent, unless specifically permitted under the Agreement or required by the Applicable Laws.
8.3 All Intellectual Property Rights and all other rights in the Proprietary Materials shall be owned by the Company. Subject to payment by the Client of all charges, expenses, and disbursements in relation to the Services, and any additional services the Company grants to the Client an irrevocable non-exclusive worldwide license to use any Proprietary Materials incorporated into the Deliverables to such extent only as is necessary to enable the Client to make reasonable use of the Deliverables and the Services but for no other purpose. In it clarified, however, that the Client acknowledges that, where the Company does not own any of the Proprietary Materials, the Client’s use of rights in Proprietary Materials is conditional on the Company obtaining a written license (or sub-license) from the relevant licensor or licensors on such terms as will entitle the Company to license such rights to the Client.
9. CONFIDENTIALITY
9.1 The Receiving Party agrees to retain the Confidential Information in strict compliance, to protect the security, integrity, and confidentiality of such information, and to not permit unauthorized access to or unauthorized use, disclosure, publication, or dissemination of such information except in conformity with the Agreement.
9.2 The Confidential Information is and will remain the sole and exclusive property of the Disclosing Party and will not be disclosed or revealed by the Receiving Party, except (a) to other employees of the Receiving Party who need to know such information and agree to be bound by the terms of the Agreement and/or (b) with the Disclosing Party’s express prior written consent;
9.3 It shall not be considered a breach of the Agreement if the Receiving Party discloses Disclosing Party Confidential Information as required by the Applicable Laws provided, however, that the Receiving Party: (a) where permitted by the Applicable Law, gives the Disclosing Party written notice promptly upon receipt of a disclosure requirement and before the disclosure is made so that the Disclosing Party may seek/ obtain a protective order or other remedy; (b) takes reasonable actions and provide reasonable assistance to the Disclosing Party to secure confidential treatment of the Confidential Information at the cost of Disclosing Party; and (c) discloses only such Confidential Information as is required by the Applicable Laws. It is clarified that the Receiving Party shall disclose only such portion of the Confidential Information that it is legally obligated to disclose.
9.4 The Receiving Party acknowledges that the use or disclosure of any confidential and/or proprietary information/ data in a manner inconsistent with the Agreement will give rise to irreparable injury for which solely damages would not be an adequate remedy. Accordingly, in addition to any other legal remedies which may be available at law or in equity, the Disclosing Party shall be entitled to equitable or injunctive relief against the unauthorized use or disclosure of such confidential and/ or proprietary information. The Disclosing Party shall be entitled to pursue any other legally permissible remedy available as a result of such breach, including but not limited to damages, compensation, or penalties.
9.5 The Receiving Party, at no time, even after termination, shall be permitted to disclose the Confidential Information, except to the extent such information is excluded from the obligations of confidentiality under the Agreement. The onus to prove the exclusion rests on the Receiving Party.
10. Force Majeure
10.1 Neither Party shall be considered in breach of the Agreement if its performance is delayed as a result of any cause wholly outside its control including, an act of God, war, pandemic, endemic, government action, fire, or flood, which is not due to its own negligence or that of its agent, contractor or representative, and which cannot be overcome by the exercise of due diligence.
10.2 It is clarified that the Parties shall continue to be liable or responsible for failure to perform their respective obligations which are not affected by such force majeure event.
10.3 Upon the occurrence of a force majeure event(s), the affected Party shall notify the other Party about such event(s) within a period of 7 (Seven) days.
10.4 Upon the occurrence of a force majeure event(s), both Parties shall endeavour to mitigate the losses arising from such event(s).
11. GENERAL PROVISIONS
11.1 Performance & Waiver: The failure of either Party to require the performance by the other Party of any of the terms of the Agreement shall not affect that Party’s right to enforce such term or terms at some later time, and the waiver by either Party of any breach of any provision of the Agreement shall be in writing and shall not be deemed to be a waiver of any subsequent breach of such provision. No delay, failure, or omission on the part of FanPlay to exercise any of its powers, rights, or remedies under the Agreement will operate as a waiver, nor will any single or partial exercise of any such powers, rights, or remedies preclude any further exercise of them.
11.2 Tax Liability: Each Party shall bear and fully comply with all their respective tax liabilities arising from the provisions of the Agreement.
11.3 Severability: Whenever possible, each provision of the Agreement shall be interpreted in such manner as to be effective and valid under the Applicable Laws, but if any provision of the Agreement is held to be prohibited by or invalid under the Applicable Laws, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of the Agreement.
11.4 Relationship:
(a) The Company, in the performance of the Agreement, shall be and act as an independent contractor. No provision of the Agreement shall be deemed to constitute a partnership or joint venture between the Parties.
(b) No provision of the Agreement shall constitute either Party as the legal representative or agent of the other, nor shall either Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other Party except as provided expressly under the Agreement.
11.5 Non-Solicitation: For a period of 2 (Two) years following the expiry/ termination of the Agreement, the Client shall not, without the Company’s prior written consent, directly or indirectly; (a) solicit or encourage any person to leave the employment of the Company; or (b) hire, on behalf of the Client or any other person or entity, any person who has left the employment within the 1 (One) year period (before or after) the expiry/ termination of the Agreement.
11.6 Non-Disparagement: The Client, its assigns, Affiliates, associates, and its Agents shall not, directly or indirectly, make any disparaging, denigrating, derogatory, or other negative, misleading, or false statements about the Company, orally, in writing, or through any other medium including any social media platform, to any person, including, without limitation, the investors in, competitors of and other employees of the Company. The Client acknowledges and agrees that any written or oral contact and/or communication with clients of the Company (or to any investor in the Company) or any regulatory authority on behalf of the Company, shall be made by the Client in good faith in accordance with the terms of the present Clause and in the best interest of the Company.
11.7 Violation Of Terms: The Client agrees that the Company shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance, or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the Client from committing any violation or enforce the performance of the covenants, obligations, and representations contained in the Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Parties may have at law or in equity, including without limitation, a right for recovery of the amounts due under the Agreement and related costs and a right for damages.
11.8 Notice: All notices or other communications required or permitted to be delivered or given hereunder shall be in writing and shall be delivered (to the address stated under the relevant Service Order) by hand or sent by prepaid telex, email or sent, postage prepaid, by registered, certified, or express mail, or reputable courier service and shall be deemed delivered or given when so delivered by hand, couriered or if mailed on receipt thereof.
11.9 Governing Law & Jurisdiction: The Agreement shall be governed by and construed in accordance with Indian laws, as applicable in India, and courts located in Delhi, India shall have the exclusive jurisdiction to adjudicate all matters relating to and arising out of the Agreement.
11.10 Dispute Resolution: Any and all dispute(s), which cannot be satisfactorily resolved by mutual negotiation within 30 (Thirty) days of the issue of a notice by a Party, shall be finally settled by arbitration under the Arbitration and Conciliation Act, 1996, including any amendments, re-enactments thereof from time to time, by reference to the sole arbitration. The arbitrator shall be mutually appointed by the Parties. Such arbitration shall be conducted in Delhi, India and the language of such arbitration proceedings shall be English. The arbitration agreement contained herein shall be governed by the laws in effect in India. The arbitration award shall be substantiated in writing and shall be final. Notwithstanding anything to the contrary in the Agreement, either Party may at any time seek injunctive or interlocutory relief (including any interim injunction, permanent injunction, restraining order, or other equitable relief) in a court of competent jurisdiction in order to protect any urgent interest of such Party.
11.11 The Agreement constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, representations, or agreements related to the subject matter hereof, either written or oral.