Terms of
Service

1. Definitions

For the purposes of these Terms:

• "Company", "we", "us", "our" refers to Infosign Technologies Pvt. Ltd., registered at Cyber Square, Ernakulam North, Kacheripaddy, Kochi 682 018, Kerala, India
• "Services" means our software products including Capital Market Back Office (CM), Depository Back Office (DP), eKYC Solutions, Integration Services, and related cloud infrastructure
• "Client", "you", "your" means the entity or individual entering into an agreement to use our Services
• "Agreement" means these Terms of Service together with any applicable Service Level Agreement (SLA) or Order Form
• "User" means any employee, contractor, or agent authorised by Client to access the Services

2. Services

Infosign Technologies provides cloud-based financial technology solutions including:

• Capital Market Back Office software for BSE, NSE, and MCX operations
• Depository Back Office software for CDSL operations
• eKYC and account onboarding solutions
• API integration services (WhatsApp, Telegram, Payment Gateways, RPA)
• Cloud hosting, maintenance, and technical support

We reserve the right to modify, update, or discontinue features of our Services with reasonable notice. Material changes to core functionality will be communicated at least 30 days in advance.

3. Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of all login credentials and access tokens
• All activities that occur under your account
• Promptly notifying us of any unauthorised access or security breach
• Ensuring all Users comply with these Terms
• Providing accurate and current account information

You must not share credentials between Users or allow access to the Services by unauthorised persons.

4. License & Intellectual Property

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Services solely for your internal business operations.

All intellectual property rights in the Services, including software, source code, databases, documentation, and branding, remain exclusively owned by Infosign Technologies Pvt. Ltd. You may not:

• Copy, modify, reverse engineer, or create derivative works of our software
• Sublicense, sell, resell, or transfer the Services to any third party
• Remove or alter any proprietary notices or labels
• Use our trademarks, logos, or branding without prior written consent

5. Client Obligations

As a Client, you agree to:

• Use the Services only for lawful purposes and in compliance with all applicable regulations including SEBI, RBI, PMLA, and exchange-specific guidelines
• Maintain all required regulatory licences and registrations (e.g., SEBI broker registration, CDSL DP registration)
• Ensure accurate data is submitted through our systems, including KYC information
• Not attempt to gain unauthorised access to our systems or other clients' data
• Not use the Services to transmit harmful, fraudulent, or illegal content
• Cooperate with us in any regulatory inspection or audit related to the Services

6. Payment Terms

Payment terms are specified in your Order Form or Service Agreement. Generally:

• Subscription fees are billed monthly or annually as agreed
• Setup and implementation fees are due upon project commencement
• Invoices are payable within 30 days of issue
• Late payments may attract interest at 18% per annum
• All amounts are exclusive of applicable taxes (GST, TDS)
• Fees are non-refundable except as expressly stated in the Service Agreement

We reserve the right to suspend access to the Services for non-payment after 15 days' notice.

7. Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with the Services ("Confidential Information"). This obligation does not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was independently developed without reference to Confidential Information
• Is required to be disclosed by law, court order, or regulatory authority

Confidentiality obligations survive termination of the Agreement for a period of 5 years.

8. Warranties & Disclaimers

We warrant that our Services will perform materially in accordance with the documentation and we will maintain a 99.9% uptime SLA as detailed in your Service Level Agreement.

We do not warrant that the Services will be error-free or that all defects will be corrected immediately. We are not responsible for issues arising from third-party integrations, exchange system downtime, or regulatory changes.

9. Limitation of Liability

To the maximum extent permitted by applicable law:

• Neither party shall be liable for indirect, incidental, special, or consequential damages
• Our total aggregate liability shall not exceed the fees paid by you in the 12 months preceding the claim
• We are not liable for losses arising from exchange outages, regulatory changes, or your failure to comply with applicable regulations

Nothing in these Terms limits liability for fraud, wilful misconduct, death, or personal injury caused by negligence.

10. Termination

Either party may terminate this Agreement:

• With 30 days' written notice, for any reason (for subscription services)
• Immediately, if the other party commits a material breach that is not remedied within 14 days of written notice
• Immediately, if the other party becomes insolvent or enters liquidation

Upon termination, your right to access the Services ceases and you must cease all use. We will provide a data export within 30 days of termination and then securely delete your data, subject to legal retention requirements.

11. Governing Law & Disputes

These Terms are governed by the laws of India. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Ernakulam, Kerala, India.

Prior to initiating legal proceedings, parties agree to attempt resolution through good-faith negotiation for a period of 30 days.

12. Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via email or prominently displayed on our website at least 14 days before taking effect. Continued use of the Services after such notice constitutes acceptance of the updated Terms.

For questions about these Terms, contact: [email protected]