Good Business Score - Terms and Conditions

1. These are the terms and conditions (“Terms”) which will govern the use of Vayana Good Business Score (GBS) (defined below). 
2.  Definitions:
   1. “Customer” or “you” refers to the person (including a non-individual person) who uses Vayana CRIF Business Score. 
   2. “Vayana” or “us” or “we” refers to Vay Network Services Private Limited (including its successors and assigns), a company incorporated in India under the Companies Act 2013 with CIN number U74999PN2016PTC165017.
   3. “Vayana Good Business Score” means business assessment model for rating of small and medium enterprises based on GST returns data and supported by complementary transaction data, including bank statement data, ledger data of actual payments made by the relevant small and medium enterprises.
3. You confirm that you have the authority and capacity under law to agree to these Terms and that you understand these Terms. For a non-individual Customer, the individual accepting these Terms on behalf of the non-individual Customer, hereby confirms that they have the authority from the Customer and they have the capacity under law to bind the non-individual Customer to these Terms.
4. We will provide you the access to, and the use of, GBS to assist you in scoring yourself or your business based on the data and information provided by you and for inter alia facilitating financing opportunities for you or your business and, in consideration for providing you the access and use of GBS, we will: (a) be permitted to retain and use the Customer Data (defined below) provided by you in the manner set out in these Terms; and (b) if applicable, charge a sum of money, the details of which will be provided on the website.
5. You hereby consent to provide the data and information (“Customer Data”), and in such form, as requested on our website. You confirm, in respect of all Customer Data, provided to us that:
   1.  all Customer Data is true, fair, and not misleading and has been provided to the best of your knowledge;
   2.  if you do not provide the Customer Data then we will have the right to immediately, without notice, suspend or withdraw access to GBS. 
6. You agree and acknowledges that the Proprietary Rights of Vayana in GBS belongs and vest exclusively with Vayana. No right, title or interest is being transferred by us to you except for the limited right to use and access GBS in the manner set out herein. The term “Proprietary Rights” shall mean all intellectual property rights including, without limitation, patent, copyright, author(s’) moral and other rights, trade mark(s), trade name(s), know-how and trade secret(s), technology, algorithms, programming logic, irrespective of whether such rights arise under the laws of India, or otherwise. 
7.  You will not (and in case of non-individual persons, you will procure that the users authorised by you to access GBS will not), in accordance with applicable law, host, display, upload, modify, publish, transmit, update or share any information that: (a) belongs to another person and to which the you do not have any right to; (b) is harmful, harassing, blasphemous, defamatory, obscene, hateful, pornographic, pedophilic, libellous, invasive of another’s privacy, racially or ethnically objectionable, unlawful in any manner, etc; (c) harms minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceive or mislead the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonates another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
8. Confidentiality & Data Privacy
   1. Subject to this Clause 8, we will keep confidential the Customer Data provided by you to us. 
   2. Notwithstanding Clause 8.1, we can disclose the aforementioned confidential information to:  (a) our advisors, directors, officers, and employees on a “need-to-know” basis; (b) to any person as required by applicable law, including in connection with any dispute / litigation; and (c) to other any agents or contractors or internally for the purposes of: (i) internal, administrative (including storage, hosting, information technology, and other maintenance and support facilities), or compliance purposes; and (ii) quality and risk management reviews.
   3. Notwithstanding anything to the contrary contained in Clause 8, Vayana will maintain anonymous or aggregate information and use such data (in a non-personally identifiable manner) for the purpose of internal data analysis and for revising / modifying Vayana CRIF Business Score. Such anonymized data shall not identify nor store any traceable financial information of the Customer. Vayana shall have the right to retain the anonymous or aggregate information and data analytics after Customer stops using Vayana CRIF Business Score.
   4. For natural and non-natural persons, we will retain the Customer Data for  . Please note that this Clause 8.4 is without prejudice to Clause 8.3 and we will continue to retain the right to retain anonymous or aggregate information in a non-personally identifiable manner in the manner set out in 8.3. 
   5. This confidentiality obligation shall not apply to Customer Data which is publicly available, or lawfully obtained by us from any other person, or is or becomes generally known or available other than by unauthorised disclosure by us, or is independently developed by us without reference to or use of your confidential information.
   6. Vayana and / or its affiliates will require to receive the Customer Data from Customer and Vayana is committed to maintaining the confidentiality, integrity, and security of the Customer Data received by it. Except as provided here, the data security and data privacy measures adopted by Vayana and / or its affiliates are published on its website (www.vayana.com) and Customer is advised that the policy may be updated from time to time.
   7. If you are a natural person then, in accordance with applicable law: (a) have the right to review the information provided by them to correct any inaccurate or deficient information; and (b) have the right to withdraw your consent to share the Customer Data by giving a written notice to that effect. 
   8. In case where you enter an entity code (also referred to as corporate code OR financial institution code OR sponsor code) in the space provided for the same and / or get GBS at the request of any other entity (entity included any natural or legal person registered within India or outside), by way of accepting these terms and conditions, you agree to your GBS report (in whatever latest format) being be shared with such sponsor / entity, by / through Vayana.
9. Limitation of Liability: Notwithstanding anything to the contrary, in no event, shall Vayana or any of its directors, employees, agents and/or personnel, be liable to Customer for any damages, liabilities, losses, and causes of action arising out of or relating to: (a) these Terms or the GBS; or (b) Customer’s use or inability to use or the consequences from using the GBS; or (c) any other interactions with Vayana; however caused and whether arising in contract, tort (including negligence), or otherwise, beyond or in excess of INR 1,000 (Rupees One Thousand only).
10. Miscellaneous
    1. All notices relating to these Terms shall be in writing and delivered through the GBS to Customer. You can deliver notices relating to these Terms by issuing a written notice to Vayana at the following address: 
       • Email Address: legal@vayana.com; or
       • Physical Address: Shivkamal, Third Floor, 1076/5, Vidya Vihar Colony, Shivaji Nagar, Pune – 411 016, Maharashtra. Any legal notice issued by you to the physical address mentioned above shall also be simultaneously sent to the aforesaid email address and if such notice is not simultaneously sent to the aforesaid email address, then the notice shall not be deemed to be issued in accordance with these Terms. 
    2. Vayana will not be liable for any failure of or delay in the performance of these Terms for the period that such failure or delay is beyond the reasonable control of Vayana (“Force Majeure Events”), including due to events such as, an act of God, earthquake, typhoon or cyclone or floods, lightning, landslide, fire, explosions, epidemics, strike and lockouts (lasting more than 7 (seven) consecutive days), sabotage, blockade, war, riots, invasion, act of foreign enemies, hostilities, rebellion, revolution, insurrection / or military usurped power, or confiscation or trade embargoes or destruction or requisition by an order of any governmental authority or any public authority. 
    3. We have the right to immediately terminate your access or usage rights of GBS in case of non-compliance with any applicable laws, these Terms, and / or our privacy policy (to the extent it is applicable to you) for accessing or using the GBS. We also have the right, in accordance with applicable law, to remove any non-compliant information from our systems.
    4. Governing Law & Arbitration: 
       • The Terms shall be construed in accordance with and governed by the laws of India and, subject to Clause 12.2, the parties shall submit all their disputes arising out of or in connection with these Terms to the exclusive jurisdiction of the courts at Mumbai, Maharashtra.
       • Arbitration:
         • In the event of a controversy, conflict or dispute of any nature arising out of or relating to or in connection with the provisions of this Terms (including the interpretation of these Terms) (“Dispute”), the parties shall refer such Dispute to, and finally resolve by, arbitration in accordance the Arbitration and Conciliation Act, 1996 and the arbitration shall be conducted by the fast track procedure pursuant to Section 29B of the Arbitration and Conciliation Act, 1996.
         • The arbitration proceedings shall be conducted in the English language. The seat of the arbitration shall be Pune, Maharashtra, provided however, the arbitration proceedings may be held at any place determined by Vayana.
         • Vayana will appoint an arbitrator: (A) at the time of sending a notice to you in respect of the Dispute; and (B) in case the notice in respect of the Dispute has been sent by you, within 30 days of the notice being received by Vayana. The arbitrator shall give a reasoned decision or award in writing, including as to the costs and expenses of the arbitration. The arbitrator’s decision or award shall be final and binding on the parties. The parties agree that the arbitrator’s award may be enforced against the parties in any competent court of law and the parties agree to be bound thereby and to act accordingly. The parties shall co-operate in good faith to expedite (to the maximum extent practicable) the conduct of any arbitral proceedings commenced under these Terms. Each party shall bear and pay its own costs, expenses, fees, disbursements and other charges of its counsel, in connection with the arbitration proceedings except as may be otherwise determined by the arbitrator.

When any Dispute occurs and is under arbitration, except for the matters under dispute, the parties shall continue to exercise their remaining respective rights, and fulfill their remaining respective duties and (i) obligations, under these Terms.