Master Terms & Conditions
How these Terms apply. These Master Terms & Conditions ("Terms") govern the use of all software products licensed by AAHAS SOFTECH SOLUTIONS Private Limited ("Licensor"). They are incorporated by reference into every signed order form, subscription form, or software licence agreement between the Licensor and its customers (each a"Signed Agreement"). The version of these Terms in force on the date the Signed Agreement is executed governs that agreement for its term. Where these Terms conflict with the Signed Agreement or its Schedules, the Signed Agreement and its Schedules prevail. Customers should retain a copy of the version applicable to their Signed Agreement; each version is identified by its version number and effective date above. By accessing or using any product of the Licensor, the customer ("Licensee") agrees to be bound by these Terms as incorporated in the applicable Signed Agreement.
1 Definitions
In these Terms, the following expressions shall have the meanings ascribed to them below:
"Data Processing Agreement" or "DPA"
The data processing agreement executed between the Licensor and the Licensee as an annexure to the Signed Agreement, governing the processing of personal data.
"Documentation"
The user and technical documentation the Licensor makes available for the Product from time to time.
"Fees"
The amounts payable by the Licensee as set out in Schedule B to the Signed Agreement.
"Product"
The software product(s) and modules identified in Schedule A to the Signed Agreement, including updates and patches provided during the Term, but excluding third-party software, hardware, or licences.
"Term"
The duration of the licence as stated in the Signed Agreement.
"Customer Data"
Data, including personal data, that the Licensee or its authorised users input into or generate within the Product.
2 Licence Grant and Restrictions
2.1 Grant.
Subject to payment of Fees and the terms of the Signed Agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, revocable licence to use the Product solely for the Licensee's internal business operations at the locations stated in Schedule C to the Signed Agreement, for the Term.2.2 Restrictions.
The Licensee shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Product; (b) copy, modify, or create derivative works of the Product; (c) sublicence, sell, rent, lease, or otherwise make the Product available to any third party; or (d) remove or alter any proprietary notices on or in the Product.2.3 Reservation.
All rights not expressly granted are reserved to the Licensor. The Signed Agreement transfers no ownership in the Product. The Licensor and its licensors retain all intellectual property rights in the Product.3 Intellectual Property
3.1 Licensor IP.
All intellectual property rights of every kind in the Product and Documentation are and remain the sole property of the Licensor. The Licensee obtains no right, title, or interest in them except the limited licence granted under the Signed Agreement.⚑ This clause survives termination.
3.2 Customer Data.
As between the parties, the Licensee owns all Customer Data. The Licensee grants the Licensor a limited right to host and process Customer Data only as necessary to provide the Product and as set out in the DPA.3.3 Feedback.
If the Licensee provides suggestions or feedback regarding the Product, the Licensor may use them without restriction or obligation, provided the Licensor does not publicly identify the Licensee as the source.4 Confidentiality
4.1 Mutual obligation.
Each party shall hold the other's non-public information in strict confidence and shall not disclose it to any third party or use it for any purpose other than performing its obligations under the Signed Agreement. The Licensee's confidential information includes Customer Data. The Licensor's confidential information includes the Product, its architecture, source code, documentation, and pricing.4.2 Authorised disclosure.
Each party shall limit access to the other's confidential information to personnel with a need to know who are bound by confidentiality obligations no less protective than those in these Terms.4.3 Exceptions.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no fault of the receiving party; (b) was lawfully known to the receiving party before disclosure; (c) is received without restriction from a third party lawfully entitled to disclose it; or (d) is required to be disclosed by law or a court of competent jurisdiction, provided the receiving party gives prior written notice where lawful.4.4 Survival.
Each party's confidentiality obligations survive termination or expiry of any Signed Agreement for a period of 3 (three) years, except in respect of trade secrets, which shall be protected indefinitely.5 Data Protection
5.1 DPA governs.
Where the Product processes personal data on behalf of the Licensee, the parties' obligations under applicable data protection legislation — including, without limitation, the Digital Personal Data Protection Act, 2023 (India) — are governed by the Data Processing Agreement (DPA) forming part of the Signed Agreement. The Licensee is the Data Fiduciary and the Licensor is the Data Processor. In the event of conflict on data-protection matters, the DPA prevails over these Terms.5.2 No secondary use.
The Licensor shall not use, sell, share, or process Customer Data for any purpose other than delivering, supporting, and maintaining the Product for the Licensee.5.3 Applicability.
These Terms do not themselves create data processing obligations; those are set out exclusively in the DPA. A DPA must be executed for every Signed Agreement under which the Product processes personal data.6 Warranties and Disclaimer
6.1 Limited warranty.
The Licensor warrants that the Product will, in all material respects, perform in accordance with the Documentation during the Term. The Licensee's sole remedy for a breach of this warranty is correction of the defect or, if correction is not feasible within a reasonable time, such other remedies as may be agreed in the Signed Agreement.6.2 Disclaimer.
Except as expressly stated in these Terms or the Signed Agreement, the Product is provided "as is" and the Licensor expressly disclaims all other warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. The Licensor does not warrant that the Product will be error-free or that its operation will be uninterrupted. The Product is a tool designed to assist the Licensee's operations; it is not a substitute for the Licensee's own professional judgement or regulatory compliance.7 Limitation of Liability
7.1 Exclusion of indirect losses.
Neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive, or exemplary damages or losses — including loss of profit, loss of revenue, loss of data, loss of goodwill, or business interruption — howsoever arising, even if the party has been advised of the possibility of such damages.7.2 Aggregate cap.
The Licensor's total aggregate liability to the Licensee arising out of or in connection with the Signed Agreement and these Terms, on any theory of liability, shall not exceed the total Fees actually received by the Licensor from the Licensee in the 12 (twelve) months immediately preceding the event giving rise to the claim.7.3 Time bar.
No claim may be brought by the Licensee against the Licensor more than 12 (twelve) months after the date on which the cause of action arose and the Licensee first became or reasonably ought to have become aware of such cause of action.7.4 Survival.
This Clause 7 survives expiry or termination of any Signed Agreement.8 Indemnification
8.1 By the Licensee.
The Licensee shall indemnify, defend, and hold harmless the Licensor and its officers, directors, employees, and agents against any third-party claim arising from: (a) the Licensee's misuse of the Product; (b) use of the Product in breach of the Signed Agreement or these Terms; or (c) Customer Data — except to the extent that any such claim arises from the Licensor's own negligence, wilful misconduct, or material breach of the Signed Agreement.8.2 By the Licensor.
The Licensor shall indemnify the Licensee against third-party claims that the unmodified Product, used as permitted under the Signed Agreement, infringes a registered Indian intellectual property right. This indemnity is the Licensee's sole and exclusive remedy for intellectual property infringement and is subject to the aggregate liability cap in Clause 7.2.8.3 Procedure.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) grant the indemnifying party sole control of the defence and any settlement negotiations; and (c) provide reasonable cooperation at the indemnifying party's cost. The indemnifying party shall not settle any claim in a manner that imposes obligations on the indemnified party without prior written consent.⚑ This clause survives termination.
9 Support and Service Levels
Unless enhanced service levels are separately agreed in Schedule D to the Signed Agreement, the Licensor provides software support during the Term to the following standard targets:
| Priority | Definition | Acknowledgement Target | Resolution / Workaround Target |
|---|---|---|---|
| P1 — System Down | Core system entirely unavailable for all users | Within 2 business hours | Within 8 business hours |
| P2 — Critical Impaired | A core module unavailable; no workaround | Within 4 business hours | Within 2 business days |
| P3 — Non-Critical | Non-core function impaired or degraded | Within 1 business day | Within 5 business days |
| P4 — Enhancement / Query | Minor issue, cosmetic defect, or general query | Within 2 business days | Next scheduled release or patch cycle |
Support hours: 9:00 a.m. to 6:00 p.m. IST, Monday to Friday, excluding public holidays in Telangana, India. The above targets are effort targets and do not constitute a guarantee of resolution. They do not apply to issues attributable to the Licensee's infrastructure, third-party software, or use of the Product outside the Documentation.
9.1 Exclusion from SLA.
Service level targets do not apply to unavailability or degradation arising from: (a) scheduled or emergency maintenance notified to the Licensee; (b) the Licensee's own acts or omissions; (c) third-party systems or network failures outside the Licensor's reasonable control; or (d) force majeure events.10 Audit Rights
The Licensor may, on reasonable prior written notice and not more than once in any 12 (twelve)-month period, audit the Licensee's use of the Product to verify compliance with the licence scope and terms of the Signed Agreement. Audits shall be conducted during normal business hours so as to minimise disruption to the Licensee's operations.
11 Term, Suspension and Termination
11.1 Term.
The licence runs for the Term stated in the Signed Agreement.11.2 Suspension.
The Licensor may suspend the Licensee's access to the Product where Fees are overdue beyond the period stated in the Signed Agreement, or where continued use poses a security risk to the Licensor's systems or third parties, after giving reasonable prior written notice where practicable. The Licensor shall not be liable for losses arising from a suspension properly made under this clause.11.3 Termination for cause.
Either party may terminate the Signed Agreement for the other's material breach not cured within 30 (thirty) days of written notice specifying the breach, or immediately upon written notice if the other party becomes insolvent, is wound up, or has a receiver or liquidator appointed.11.4 Effect of termination.
On termination or expiry: (a) the Licensee shall immediately cease use of the Product and, upon request, certify in writing that all copies and derived materials have been deleted; (b) return or deletion of Customer Data shall be governed by the DPA, subject to the Licensee's applicable statutory retention obligations; and (c) all accrued payment obligations of the Licensee shall survive and remain due.⚑ Clauses 3, 4, 7, 8, 12, and 13 of these Terms survive termination.
12 Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms or a Signed Agreement to the extent caused by events beyond that party's reasonable control, including acts of God, natural calamity, epidemic or pandemic, war or civil unrest, change in applicable law, failure of public utilities or communications infrastructure, or denial-of-service attacks. The affected party shall promptly notify the other party and shall use all reasonable endeavours to mitigate the impact and resume performance as soon as practicable.
13 Governing Law and Dispute Resolution
13.1 Governing law.
These Terms and every Signed Agreement incorporating them shall be governed by and construed in accordance with the laws of India.13.2 Amicable resolution.
The parties shall first attempt to resolve any dispute amicably within 30 (thirty) days of one party notifying the other in writing of the dispute.13.3 Arbitration.
If the dispute is not resolved amicably within the period in Clause 13.2, it shall be finally resolved by binding arbitration before a sole arbitrator appointed by mutual consent of the parties. Arbitration shall be conducted in English under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Hyderabad, Telangana, India. The arbitral award shall be final and binding on the parties.13.4 Courts.
Subject to Clause 13.3, the courts at Hyderabad, Telangana, India shall have exclusive jurisdiction over any matter arising out of or in connection with these Terms or a Signed Agreement, including applications for interim relief or enforcement of an arbitral award.14 Amendments and Version Control
14.1 Version control.
The Licensor may revise these Terms from time to time. Each version is identified by a version number and effective date published at www.aahas.in/tnc. The version in force on the date a Licensee's Signed Agreement is executed governs that agreement for its Term.14.2 Notice of material changes.
Material revisions to these Terms will be notified to Licensees with active Signed Agreements by email to their registered contact address at least 30 (thirty) days before the revised Terms take effect. Material revisions apply to renewals, not to the current Term of an active Signed Agreement.14.3 No automatic binding.
Continued use of the Product after a new version of these Terms is published does not constitute acceptance of that new version with respect to any existing Signed Agreement. Acceptance of a revised version requires a new or renewed Signed Agreement that incorporates the revised version.15 General Provisions
15.1 Severability.
If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, it shall be modified to the minimum extent necessary to make it valid and enforceable. All other provisions shall remain in full force and effect.15.2 No waiver.
A party's failure or delay in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy. A single or partial exercise of a right or remedy does not prevent further exercise of that or any other right or remedy.15.3 Assignment.
Neither party may assign or transfer its rights or obligations under a Signed Agreement without the prior written consent of the other party, except to a successor entity on a bona fide merger, acquisition, or transfer of all or substantially all of its business assets, upon written notice.15.4 No agency or partnership.
Nothing in these Terms or any Signed Agreement creates a partnership, agency, employment, or joint venture between the parties. Neither party has authority to bind the other, except as expressly stated.15.5 Entire agreement.
These Terms, together with the applicable Signed Agreement, its Schedules, and the DPA, constitute the entire agreement between the parties with respect to the Product and supersede all prior understandings, representations, and agreements relating to the same subject matter.15.6 Counterparts and electronic signature.
A Signed Agreement incorporating these Terms may be executed in counterparts and by electronic or digital signature, each having the same effect as an original wet-ink signature.15.7 Notices.
All notices under these Terms must be in writing and shall be delivered to the contact address stated in the Signed Agreement. The Licensor's legal contact: [email protected].✉ Contact
For legal notices, questions, or concerns arising under these Terms, contact:
| Company | AAHAS SOFTECH SOLUTIONS Private Limited |
| Legal email | [email protected] |
| Website | www.aahas.in/tnc |
| Address | Flat 204, Floor 2, NCC Urban Gardenia BT 1, NCC Urban Gardenia, Serilingampally, Gachibowli, Hyderabad, Rangareddy, Telangana 500032 |