Ingotec Private Limited is a leading technology solutions provider offering customized IT services and solutions to empower business operations and digital transformation. Our solutions are designed to deliver innovative technology services across multiple domains including software development, cloud solutions, and enterprise IT management.
Ingotec provides flexible technology solutions without any geographical or technical constraints. Our services can be implemented for businesses of any size with complete monitoring and tracking of service delivery. We integrate various technologies and platforms to deliver solutions to respective clients' business requirements.
The Ingotec Platform includes comprehensive environments and developer resources designed to allow clients to access, upload, download, edit, create, store, and interpret files and data in connection with building and deploying their solutions. Our platform may include analytics and service logs, which may include inputs to and outputs from your solutions.
These Terms of Service (these "Terms") include the legal terms that we require all clients and users to accept and implement as a condition of accessing our web services located at www.ingotec.co.in and other websites owned and/or operated by Ingotec (the "Website(s)"), and/or accessing or using the application programming interfaces provided on or in connection with the Ingotec Platform ("API(s)"), including any documentation, materials, code, data, files and other information or materials made available to clients by Ingotec.
The following terms and expressions shall have the meanings assigned to them herein, unless repugnant or contrary to the context hereof or unless defined in the text of this Agreement with the meaning given herein below:
Charges - means all fees that Ingotec invoices to the Client in consideration for the Services. Charges may be invoiced as one-time fees or recurring fees, respectively as flat fees or (usage-based) variable fees.
Applicable Laws - means any law, statute, Act, rules, regulations, guidelines, policy/ies and or framed time to time or other pronouncement having the effect of law of any Government Authority/ies, as interpreted and administered including any modifications or amendments thereto.
Contents - means the contents sent by the Client through Ingotec platforms and Services.
Client - means the legal person client of Ingotec entering into the Contract or agreement, as identified on the on-line registration form upon signing up and creating an account, excluding individuals qualifiable as consumers i.e. any natural person acting outside the scope of an economic activity and for purposes different from trade, business, craft or profession.
Subcontractors - means contractors, vendors, agents and/or consultants selected and retained by the Customer under a contract (other than under an employment contract) under which such contractor, vendor, agent and/or consultant agrees to provide all or any part of the Services.
Party, Parties - means in the singular the Client or Ingotec and in the plural the Client and Ingotec.
End User - means any third party being a recipient of Content from Client.
Intellectual Property Rights - means patents, trademarks, service marks, trade names, design rights, copyright, database rights, semi-conductor topography rights, know-how and other intellectual property rights (of whatever nature and wherever arising) whether registered or unregistered including applications for the grant of any such rights.
Code of Practice - means (1) all applicable codes of practice (including any generally recognized voluntary codes of practice regulating the operation of the internet), all applicable laws, regulations, any government recommendations and/or any recommendations of any regulatory body in the Territory; and (2) any rules of procedure (including technical or quality control procedures), guidelines, directions, policies and/or other requirements made or adopted by legal bodies in the Territory from time to time.
Ingotec shall render the Services with due care and diligence.
Ingotec warrants to maintain at all times during the term of the Agreement adequate technical infrastructure to perform its obligations under the Agreement.
Ingotec renders technology solutions and IT services as specified in the service agreement.
In consideration of the user's use of Ingotec services, the users agree to be solely responsible for:
The Client shall free of charge:
Additional cooperation obligations of the Client may be set forth in specific Service Agreements.
The Client shall be solely liable for the safekeeping and backing up of its data (including installed software), unless otherwise set forth in the Agreement and for the security of the user's password and should under no circumstances make it available to any third person.
The Client is responsible for the access of the Systems by any third person. This especially refers to all costs and charges for all, without limitation, services that Ingotec provides under the user's account.
The Client agrees that they are responsible for the Content that the client submits, and the users, not Ingotec, have responsibility for the Content, including its legality, reliability, appropriateness, originality and copyright.
The Client agrees to not use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law.
The Client should not use the Company's system (Ingotec) for any unlawful or abusive purpose or for sending obscene, indecent, threatening, harassing, unsolicited messages affecting/infringing upon national or social interest nor create or cause any damage to any group or person(s).
The Client/User can be provided with an admin control through the website at their end to monitor the accounts and usages of self and down line users. This service may attract any cost thereof. The User can create its down line user accounts and allot them access from their own account limits.
Ingotec provides technical support to only that usage or platform which is built by Ingotec.
Ingotec will provide technical support, with regard to the Services, during standard business hours to the Client unless otherwise specified in the service agreement.
Ingotec Pvt. Ltd. may send notices to the users/client via e-mail or regular mail. The Services may also provide notices of changes to the Terms of this Agreement or other matters. Ingotec Pvt. Ltd. reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any party thereof) with 30 days prior notice. Changes in pricing will be made available to the users with prior notice of 7 days. If the Client doesn't send a written acceptance for the Agreement within 30 days to Ingotec Pvt. Ltd. keeping to the period of notice as defined in this Agreement, it shall be considered that the users agree to any changes in pricing or changes of the terms, whichever is applicable.
Either Party may terminate this Agreement immediately by giving 30 days written notice to the other (defaulting) Party in advance:
Ingotec has the right to immediately terminate these Terms or discontinue your use of the Website(s), Ingotec Platform, the APIs and other Ingotec Content or any portion or feature thereof for any reason and at any time without liability or other obligation to you.
Notwithstanding anything contained herein, Ingotec shall be entitled to suspend/disconnect/terminate the Services without notice if:
Termination of Services pursuant to any provisions set forth herein shall be without prejudice to, and in addition to any right or remedy available to Ingotec under any applicable law or statute.
Ingotec may, at its sole option, terminate all or any portion of the Agreement, for convenience upon thirty (30) days prior written notice at any time.
Client with immediate effect handed over any company property to Ingotec and Client shall remove all fixtures related and restore the space/property in its original position which was at the time of providing the same and vacate with in time as agreed mutually at that said point of time. Upon any termination or expiration of these Terms or discontinuation of your access to any Ingotec Content, client must immediately cease all use of the Ingotec Platform, any Ingotec Content (including the APIs), and Ingotec Marks and delete all copies thereof.
It is hereby agreed by the Parties that termination of this Agreement or whole or part, any payment obligation of Client hereunder, and any outstanding payment shall be made by Client in accordance with the payment schedule.
In the event of termination of Services for any reason whatsoever, Ingotec shall be entitled to recover from the Customer, all outstanding Charges and dues as well as the Equipment and other accessories provided by Ingotec.
If the Client terminates the Agreement during its term or during its extended term for cause as, the recurring Charges for the remaining (extended) term, any other Charges that have been agreed up to the end of the (extended) term as well as any cost, fee and/or penalties due by Ingotec to sub-Agreement third party due to the consequential termination of its Agreement with the third party shall not be due by Client.
The users use of the Services is at the user's sole risk. The Services and information as defined under Ingotec Pvt. Ltd. are provided on an "as is" and "as available" basis. Ingotec Pvt. Ltd. makes no representations, warranties, or guaranties as to the quality, suitability, truth, accuracy or completeness of any of the Content transmitted via the Services.
Under no circumstances can Ingotec Pvt. Ltd. guarantee the delivery of services. Ingotec Pvt. Ltd. is not liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary Damages caused by, but not limited to, delayed or failed delivery of services.
Ingotec Pvt. Ltd. makes no warranty that:
Ingotec represents and warrants that the services under this Agreement shall not infringe any third-party intellectual property rights. Ingotec hereby represents and warrants that the content of the services under this Agreement shall not be defamatory, derogatory or hurt the sentiments of any religion.
Ingotec acknowledges and agrees that all rights, title and interest in and to the Intellectual Property the entire content available on the website www.ingotec.co.in to all services arising from or deployed during the fulfilment of the Agreement (such as copyright, patents, design or trademark rights), particularly the rights to individual software created or used by Ingotec, including source codes, program descriptions and parameterizations, and all related documentation, papers or data media, shall be and remain the exclusive property of Ingotec or its licensors, and the Client shall be granted a non-exclusive right to use such Services for the term of the Agreement to the extent necessary for the intended use of the Services. The Client must not transfer the rights of use to third parties.
The Client undertakes:
Client shall take all necessary and reasonable precautions to preserve the integrity of Ingotec data and to prevent any corruption or loss of such data. Further, this clause shall survive the termination of this Agreement.
Notwithstanding any other term contained herein, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, exemplary, reliance, cover or like damages howsoever arising even if advised about the possibility of the same. In case of either party not agreeing to any liability the parties shall be at liberty to approach the Court.
Notwithstanding anything mentioned under this Agreement, the total liability of Ingotec under this Agreement shall be limited to 1 year of the Fees preceding the claim, as agreed herein.
To the fullest extent permitted by law, the liability of Ingotec for indirect damage and financial loss, consequential damages, loss of data, lost profits, loss of earnings, savings not realized, additional expenses, third party claims, etc. shall be excluded.
The above limitation of liability shall not apply in cases where mandatory law provides for unlimited liability without possibility of a waiver, such as for damages caused by unlawful intent or gross negligence, or for death or personal injury.
Neither Party shall be liable for damage caused by force majeure, such as defined further; or failures of the internet, telecommunications networks or other data transmission infrastructure operated by third parties and outside of Ingotec control; or errors in data transmission outside Ingotec sphere of influence; or the contents of third party generated data transmitted through the Service.
It is agreed between the Parties that the Ingotec reserves the right to use certain details of the Client, including but not limited to the logo or name of the Client and any performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client hereby expressly consents to the usage of such details by the Ingotec and provide the Company a perpetual, irrevocable, worldwide, royalty free license for the provision of such usage. You will not make any statement regarding your use of an API that suggests partnership with, sponsorship by or endorsement by Ingotec without Ingotec's prior written approval.
Neither Party is under any liability for any failure to perform any of its obligations under this Agreement due to any cause not within its control including, but not being limited to, power failure or malware (e.g. viruses, denial-of-service attacks and similar), governmental action, without limitation, lock-outs, strikes, Flood, natural catastrophes, other industrial disputes, riots or civil commotion, wars (whether declared or not), expropriation of confiscation for public needs, embargo, discontinuation of public or private transportation or supply of energy, general local or national collapse of networks, fire, sabotage or some other unusual event which causes equally drastic effects beyond the affected Party's control. The Party prevented from fulfilling its obligations shall, on becoming aware of such event, inform the other Party in writing of such force majeure event as soon as possible.
The Party affected by force majeure shall promptly notify the other of the estimated extent and duration of its inability to perform its obligations and shall use reasonable endeavors to both mitigate such inability to perform its obligations and to resume performance of its obligations as soon as reasonably possible without hereby being obliged to incur any unreasonable cost or expenditure.
If the extent of the duration of the force majeure event lasts for a period higher than 2 months the Party not affected by the force majeure event may withdraw from the Agreement, by giving written notice to the other Party.
Upon the cessation of the delay or failure resulting from force majeure, the Party affected by force majeure shall promptly notify the other of such cessation.
The Client shall at his/its own expense, indemnify, defend and hold harmless the Ingotec and/or its officers, directors, employees, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against the Ingotec or its directors, officers and/or employees and all damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys' fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arises on account of any breach of any of the terms and conditions of this Agreement or failure in the performance or observance of its role, functions, responsibilities and Services as specified herein in terms of this Agreement by the Client its personnel.
Any breach of warranties (express or implied) or other breach of Agreement by Client or a third party for which the Client assumes responsibility according to the terms of the Agreement.
Notwithstanding any other term contained herein, in no event shall either Party be liable for any indirect, incidental, consequential, punitive, exemplary, reliance, cover or like damages howsoever arising even if advised about the possibility of the same.
Ingotec shall not enter into any settlement without Client's prior written consent.
The Client agrees that it shall:
Keep confidential, all Confidential Information and other materials passing from Ingotec to client and shall not, without the prior written consent of Ingotec, divulge such information to any other person or use such information other than for the purposes of carrying out Services under this Agreement.
Take all steps as may be reasonably necessary to protect the integrity of the Confidential Information and to ensure against any unauthorized disclosure thereof;
Promptly inform Ingotec of any potential or accidental disclosure of the Confidential Information and take all steps together with Ingotec to retrieve and protect said Confidential Information;
Ensure that the personnel and all its employees and/or representatives who are given access to the Confidential Information shall at all times be bound by legally valid and written non-disclosure obligations under their employment Agreements;
Use the Confidential Information only for the purpose for which it was provided and not profit from the same in an unauthorized manner to the exclusion of Ingotec and
The duty of secrecy does not apply to information that is in the public domain or comes into the public domain without any breach of a duty of secrecy or that is known to the recipient of the information without there being any duty of secrecy, that the recipient of the information obtains independently, without access to the information, or from third parties, without infringing upon any duty of secrecy, or that is made accessible to another third party by the provider of the information without there being any duty of secrecy.
This Confidentiality clause shall survive the termination of this Agreement. Further, the Client understand that the breach of this Clause may result in irreparable damage to Ingotec. Therefore, Ingotec hereby reserves the right to obtain injunctive relief besides other available legal remedies, in the event of breach of the provisions of the confidentiality provisions. The right to seek injunction under this Clause, shall be in addition to the right of termination available to Ingotec, mentioned in the Agreement.
The Client shall not retain or maintain any data base basing on the details of Ingotec confidentiality data, which are accessible to the client under this Agreement. All the details, names, and other details of Ingotec is the proprietary and confidential information of Ingotec and Ingotec is the sole owner of the same. Further, upon termination of the Agreement or completion of Services availed, whichever is earlier, the Client shall ensure that the Confidential Information/data shared under this Agreement shall be purged from their respective systems/server/storage devices. The Client shall certify compliance of the aforementioned within ten (10) days.
The Client shall ensure to have appropriate security, back-up and disaster recovery plan and machinery in place and shall comply with the requirements of Ingotec communicated in this regard.
In the event of non-compliance or breach of any terms of the Agreement by the Client, Ingotec will be at liberty to revoke the Agreement by a month's notice in writing.
Ingotec reserves the right to disclose confidential information to third parties engaged in the provision of the Services as well as to its affiliated companies on a need-to-know basis, provided that they have also undertaken to observe a duty of secrecy according to this Framework Agreement.
This Agreement is made on a principal-to-Principal basis and does not in any manner create any employee – employer relationship between the Parties. Nothing contained herein in this Agreement shall in no manner whatsoever be interpreted or construed as formation of any partnership, agency, joint venture or any relationship between the Parties or a merger of their assets or their fiscal or other liabilities or undertakings or create any employment or relationship of principal and agent between Ingotec and the client and/or its Representatives, employees and agents.
The Agreement takes effect as of Client's electronic acceptance of the Terms and Conditions and will continue until terminated in accordance with the terms of the Agreement. In any case, the Agreement will commence once the Client starts using the Service.
This Agreement is concluded for a term of one year and is renewable unless terminated in period upon expiry of its initial term or then-current renewal Term.
The termination of the Framework Agreement also leads to the termination of all relating Service Agreements.
The termination of a Service Agreement does not affect the Framework Agreement nor any other Service Agreement.
Without prejudice to the provisions of law and to those set forth in clause 4, either Party may terminate a Service Agreement or the Framework Agreement (and consequently all the relating Service Agreements as provided in clause 15.2.2), for convenience (i) by giving 1 (one) months' notice to the end of a calendar month and (ii) by paying to the other Party the foreseen, if any, early termination fee(s).
Unless otherwise provided herein, all notices or other communications to be given shall be made in writing and by letter or facsimile transmission (save as otherwise stated) and shall be deemed to be duly given or made, in the case of personal delivery, when delivered; in the case of facsimile transmission, provided that the sender has received a receipt indicating proper transmission, when dispatched, or, in the case of a letter, ten (10) business days after being deposited in the post (by the quickest mail available), postage prepaid, to such party at its address or facsimile number specified herein or at such other address or facsimile number as such party may hereafter specify for such purposes to the other by notice in writing.
Any issue or notice related to the Agreement shall, if addressed to Ingotec, be sent to:
Ingotec Pvt. Ltd. Unit 118, A-Wing, Oshiwara Industrial Estate, New Link Rd, Goregaon West, Mumbai-400104 Maharashtra, India.
Email: support@ingotec.co.in
Ingotec may assign these Terms of Use and/or part thereof at its discretion, at any time, to any of its Affiliates, group companies, holding company, subsidiary companies, third parties without any notice to the Client. However, the Client shall not assign these Terms of Use or any part thereof to any party without taking prior written consent of the Ingotec.
Client hereby grants Ingotec a limited, non-exclusive, non-transferable, royalty-free, non-revocable, perpetual, non-sublicensable license to display Client's trade names, trademarks, service marks, logos, domain names for marketing and promotion purposes, including (i) disclosing to third parties that the Client is Ingotec client; (ii) disclosing to third parties the scope of Services provided to the Client by Ingotec and/or (iii) listing the Client as a client of Ingotec on Ingotec promotion material including Ingotec homepage.
Any dispute, controversy, proceedings or claim arising out of or relating to this Agreement or to the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the Rules of The Arbitration and Conciliation Act 1996 as amended from time to time. The arbitral proceedings shall be administered by a sole arbitrator whom shall be appointed by both the parties in accordance with the rules and provisions of The Arbitration and Conciliation Act, 1996. The place of the arbitration shall be Nagpur, Maharashtra, India and the language to be used in the arbitral proceedings shall be English.
If either of the parties fails to appoint the respective arbitrator upon the notice/request of the other party then the same will be done as per the relevant provisions of The Arbitration and Conciliation Act, 1996 entirely at the risk and cost of the party failing to make such appointment. The Law applicable to any or all the proceedings arising out of any of the provisions or clause of this agreement shall be The Arbitration and Conciliation Act, 1996 as amended from time to time. Party may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve either party of commitment to engage in the informal dispute resolution process.
Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Ingotec from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, intellectual property rights or other proprietary rights.
The rights and obligations arising out of these Terms of Use, which by their nature should survive or are expressly so stated herein, shall remain in full force and effect to the extent so specified, notwithstanding any expiry or termination of these Terms of Use. If any provision of these Terms of Use (or any portion thereof) is determined to be invalid or unenforceable the remaining provisions of these Terms of Use shall not be affected by such determination, shall be binding upon the parties and shall be enforceable.
Neither party shall solicit any of the other party's employees or its clients, either as employees or as Agreement personnel through another third party without the written approval of the other party, for the duration of this agreement and for an additional period of one year thereafter. Provided however, that the foregoing provision will not prevent a Party from employing any such person who contacts the other Party on his or her own initiative without any encouragement from a Party, or in response to any general solicitation concerning available positions, so long as any such solicitation is not targeted specifically at employees of the other Party. In the event of any contravention, a penalty of 1 (one) annual salary of the person concerned shall be applicable. Payment of such penalty shall not release the Client from its non-solicitation obligation.
Unless explicitly stated otherwise in these Terms of Use, the Client shall be responsible to ensure that relevant consents under Applicable Data Protection Laws have been obtained from the users and/or individuals/data subjects. The Client hereby agrees and acknowledges that the Ingotec shall have no liability towards any users arising as a result of the collection and processing of any Personal Data by the Client.
The Client shall be responsible to maintain records of all consents collected as per the Applicable Data Protection Laws. The Client shall be liable to pay for any damages that the Company/Ingotec incurs due to inaccurate and/or insufficient consents received from any users.
Ingotec will not use Personal Data collected on behalf of the Client, received from the Client or its authorized personnel or otherwise processed on behalf of the Client for any purpose other than as necessary for the utilization of the Solution under these Terms of Use.
The Parties shall be compliant with the provisions of Applicable Data Privacy Laws and shall undertake reasonable security practices as may be prescribed under such Applicable Data Protection Law.
We reserve the right to modify or update the Website(s), Ingotec Content and/or Ingotec Platform at any time, for any reason, and without notice to you. If Ingotec makes updates, revisions, breaking changes or in any way modifies an API or other Ingotec Content, you agree that you are solely responsible for making changes to your device or application to ensure continued service for your End Users. We are constantly changing and improving our APIs and other Ingotec Content. We may add or remove functionalities or features at our discretion, for any reason, and we do not guarantee that your device or application will function with any future or modified versions of any Ingotec Content or the Ingotec Platform.
Neither Party shall, by mere lapse of time, without giving notice thereof, be deemed to have waived any right or remedy arising hereunder or in connection with any breach or illegality involving the other Party. The waiver by either Party of any such right or remedy shall not be construed as a waiver of any other right or remedy or as a continuing waiver with respect to any similar, ongoing, or repeated circumstances.
All communications or notices permitted or required to be given or served to the Ingotec under these Terms of Use shall be in writing, shall be addressed to the Ingotec as per the details set out below. These details may be updated from time to time by the Ingotec and shall also be made available on the Solution.
Ingotec Pvt. Ltd. Unit 118, A-Wing, Oshiwara Industrial Estate, New Link Rd, Goregaon West, Mumbai-400104 Maharashtra, India.
Email: support@ingotec.co.in
Website: https://ingotec.co.in