These Terms of Use govern your access to and use of the Formalls platform, run and managed by Vividhity Ventures Pvt Ltd. Please read carefully before using the Solution.
These Terms of Use are a legal agreement between Formalls, run and managed by Vividhity Ventures Pvt Ltd, incorporated under the laws of India with its registered office at #600, 3rd Floor, 15th Main, 15th Cross, Sector 4 - HSR Layout, Bengaluru, INDIA 560102 (hereinafter "Company" or "Us") and merchants across India ("Client" or "You").
The Company offers a suite of messaging SaaS solutions through a single platform to enable its customers to manage communications under the name and style of "Formalls" ("Solution"). The Company may authorise persons to carry out its rights and obligations, and any reference to "Formalls" shall include such authorised persons.
IMPORTANT: BY USING THE SOLUTION, THE CLIENT ACCEPTS THESE TERMS OF USE IN FULL. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THE CLIENT SHOULD NOT USE THE SOLUTION. These Terms may be modified from time to time and will be available at https://www.formalls.com/termsandconditions.
In these Terms of Use, capitalized terms shall have the following meanings:
These Terms of Use are effective until terminated per the terms set forth herein ("Term") and will be automatically renewed beyond the Term ("Auto Renewal") on the same terms and conditions, unless expressly revoked by the Client in writing.
During the Term, in consideration of payment of Fees and subject to these Terms, the Company grants to the Client a limited, non-exclusive, personal, revocable, non-transferable and non-licensable license to access and use the Solution on a subscription basis. Nothing herein transfers any ownership or Intellectual Property interest in the Solution to the Client.
The Solution is made available on a SaaS model hosted on a centrally hosted system. The Client's subscription commences on the Subscription Commencement Date irrespective of the Trial Period. Any delay in implementation attributable to the Client will not change the Subscription Commencement Date.
Use of the Solution is subject to additional terms, conditions, and privacy policy as applicable and available on the Formalls website, which shall form an integral part of these Terms of Use.
The Client consents to provide all information required by the Company from time to time, including identity, address, and payment details. The Solution is non-exclusive and the Company may deal with the Solution in any manner it deems fit, including through Updates and Upgrades. Continued use constitutes deemed acceptance of such changes.
The License does not include the right to:
IMPORTANT: The Client must maintain access to and be solely responsible for the registered SIM card, and must present it in cases of emergencies within no longer than 30 minutes.
Breach of these License and Use provisions shall constitute an immediate and material breach resulting in termination of these Terms.
Trial Period: The Client may be placed on trial for 7–14 days from the Subscription Commencement Date with limited or complete access to the Solution. The Client may terminate these Terms before the Trial Period expires without payment of Subscription Fees. On expiry of the Trial Period, the Client shall be automatically charged for Subscription and/or Usage Fees.
Subscription Fee: The Client agrees to provide appropriate payment details at the end of the Trial Period. The subscription period commences on the Subscription Commencement Date and continues until the Subscription End Date. The Subscription Fee is non-transferable and non-refundable.
All payments are exclusive of government levies and taxes. All applicable taxes, including GST, shall be borne by the Client. The Client shall comply with all tax filing formalities and provide the Company with all information necessary to assist with its tax and statutory obligations.
General Payment Terms:
In the event of any payment default, the pending amount shall attract interest from the due date at 2% per month (24% per annum), or the maximum allowed under Applicable Law, whichever is lesser.
Each Party represents and warrants that it is duly incorporated, has taken all necessary corporate actions to execute these Terms, holds all required statutory approvals, and is not subject to any pending action that would materially affect its obligations herein.
The Client additionally represents and warrants that:
The Company may suspend the Client's right to access or use any portion or all of the Solution immediately without notice if it determines that the Client's use poses a security risk, may adversely impact other customers or systems, subjects the Company to liability, may be fraudulent, or if the Client is in breach of these Terms including payment obligations.
Upon suspension, the Client remains responsible for all Fees incurred through the date of suspension. The Company shall not erase any Client content or data as a result of suspension, except as specified elsewhere in these Terms. The right to suspend is in addition to the Company's right to terminate.
"Confidential Information" includes any confidential and proprietary information or material relating to the business, operations, technologies, plans, and strategies of either Party, whether provided orally, in writing, or electronically, whether or not marked as "confidential."
Confidential Information does not include information that: (i) was publicly available when received; (ii) becomes publicly available without breach of these Terms; (iii) was already in the receiving Party's possession; (iv) is received from a lawful third party under no confidentiality obligation; or (v) is independently developed without use of Confidential Information.
Each Party agrees to use the same level of care to prevent disclosure as it employs for its own similar information (no less than a reasonable standard of care), use Confidential Information solely to perform its obligations, not assert any lien against the disclosing Party's Confidential Information, promptly return or destroy it upon request, and immediately notify the disclosing Party of any breach or unwanted disclosure.
Any breach of confidentiality obligations will cause immediate and irreparable injury, entitling the disclosing Party to injunctive relief without bond or other security. Confidentiality obligations survive the termination of these Terms.
These Terms may be terminated by the Client on or before the Trial Period without penalty. After the Trial Period, the Client may terminate by not exercising Auto Renewal and notifying the Company in writing. On receipt of such notification, the Company shall terminate the Client's access on the Subscription End Date.
Target Availability: The Company will use commercially reasonable efforts to make the Solution available with an uptime of 95% of each financial year.
Exclusions: Uptime calculation shall not include unavailability due to unauthorized use by the Client, general internet problems, force majeure events, the Client's own equipment or infrastructure, third-party system failures, or Scheduled Maintenance.
Remedy: If the Solution fails to meet Target Availability for two consecutive months, the Client may terminate these Terms by notifying the Company after the end of the second such month, and the Company will refund any Fees paid by the Client for those periods of unavailability.
Third-party products, software, services, and applications may be included with or downloaded in the course of availing the Solution. The Company makes no representations about such third-party offerings and is not responsible for their availability, content, advertising, products, services, or performance.
Use of third-party products, software, and services is at the Client's sole risk. The Client hereby indemnifies and holds harmless the Company from any risks, claims, or liabilities arising from such third-party use. Such use is governed by the third party's own terms, license agreements, and privacy policies.
The Client shall be responsible for ensuring that all relevant consents under Applicable Data Protection Laws have been obtained from users and data subjects. The Company shall have no liability towards any users arising from the Client's collection and processing of Personal Data.
The Client shall maintain records of all consents and shall be liable for damages incurred by the Company due to inaccurate or insufficient consents. The Company will not use Personal Data collected on behalf of the Client for any purpose other than as necessary for the utilization of the Solution. Both Parties shall comply with Applicable Data Privacy Laws and undertake reasonable security practices.
Cloud API / WhatsApp Infrastructure: The Client confirms that upon sharing data on the WhatsApp infrastructure, all such data will reside on Cloud APIs — a Meta Product. Any previously routed data shall be migrated to Meta's data centres. Data localization on WhatsApp infrastructure is not offered by the Company for any data shared in the process of providing WhatsApp messaging services.
To the extent permitted by Applicable Laws, the Company disclaims any representations and warranties that the Solution shall be uninterrupted, error-free, or devoid of bugs, viruses, or bots, or that it shall be provided on a timely, secure, or uninterrupted basis.
The Company shall not be liable for any errors, omissions, interruptions, deletion of files or emails, loss of or damage to data, delays, communication failures, or data pilferage arising from the use of any data or information in respect of the Solution.
Client Indemnity: The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, officers, agents, and employees from and against any losses, liabilities, claims, damages, costs, and expenses arising out of: (a) breach of or non-compliance with any obligation, warranty, representation, or covenant herein by the Client or its representatives; or (b) infringement of any third party's Intellectual Property Rights.
Company's Indemnity: The Company agrees to indemnify, defend, and hold harmless the Client from and against any losses, liabilities, claims, damages, costs, and expenses in connection with or arising out of any third-party claims for providing the Solution to the Client.
Neither Party shall be liable to the other for any indirect, special, incidental, punitive, or consequential loss or damages, or for any loss that could have been avoided by the use of reasonable diligence, even if the responsible Party has been advised of the possibility of such damages.
The maximum aggregate liability of the Company under these Terms, whether arising from contract, indemnity, tort, or otherwise, shall not exceed the amount of Fees paid by the Client in the twelve (12) months preceding the date on which the claim arose.
All Intellectual Property Rights in and title to the Solution, including present or future modifications, Updates, and Upgrades, shall unconditionally remain under the exclusive ownership of the Company at all times. These Terms do not transfer any ownership or proprietary interest in the Solution to the Client.
The Client shall not use or register any trademark, design, product name, or trade name confusingly similar to the Company's. The Client shall promptly notify the Company of any claims arising in connection with the Company's Intellectual Property and shall provide necessary support and execute documents as reasonably requested.
The Client shall at no time, during the Term or after its termination, contest the validity or ownership of the Intellectual Property of the Company.
These Terms of Use shall be governed by the laws of India. Subject to the arbitration clause, the courts located in Karnataka, India shall have exclusive jurisdiction.
In the event of any dispute, each Party shall first attempt to resolve it amicably through senior management within 30 days. If unresolved, the dispute shall be referred to arbitration before a sole arbitrator appointed jointly by both Parties, under the Arbitration and Conciliation Act, 1996.
The venue of arbitration shall be Karnataka, India. The language of proceedings shall be English. The Parties may conduct arbitration proceedings virtually through mutually agreed audio-visual means.
Publicity: The Company reserves the right to use the Client's logo, name, and performance metrics for its own marketing and advertising purposes. The Client expressly consents to this and provides the Company with a perpetual, irrevocable, worldwide, royalty-free license for such usage.
Force Majeure: Neither Party shall be liable for failure or delay in performance due to a Force Majeure Event, including acts of God, terrorism, civil strife, labour strikes, government actions, or any other cause beyond reasonable control. If a Force Majeure Event causes delay exceeding 15 consecutive days, the Parties shall discuss termination without further liability; the Client remains liable for Solution usage fees incurred.
Independent Contractor: Each Party is an independent contractor and is not a legal representative, partner, or agent of the other Party. Neither Party has authority to create obligations on behalf of or bind the other Party.
Survival & Severability: Provisions which by their nature should survive termination shall remain in full force after expiry or termination. If any provision is determined to be invalid or unenforceable, the remaining provisions shall continue to be binding.
Waiver: Neither Party shall be deemed to have waived any right or remedy by mere lapse of time without giving notice. A waiver shall not be construed as a continuing waiver for any similar, ongoing, or repeated circumstances.
Assignment: The Company may assign these Terms at its discretion to any affiliate, holding company, subsidiary, or third party without notice. The Client shall not assign these Terms without prior written consent of the Company.
Contact Details: All communications permitted or required under these Terms shall be in writing and addressed to: hello@formalls.com