Effective Date: February 2, 2025
These Terms of Service ("Terms", "Agreement") constitute a legally binding agreement between you ("Customer", "you", or "your") and VTP Infra Tech Private Limited, a company incorporated under the laws of India, operating as "PROJEX EDGE" ("Company", "we", "us", or "our").
By accessing or using our enterprise resource planning platform and related services (collectively, the "Services"), you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICES.
For the purposes of this Agreement:
PROJEX EDGE provides a cloud-based enterprise resource planning platform designed for construction, manufacturing, and business operations management. The Services include modules for project management, inventory, procurement, accounting, HR, CRM, and related functionalities as described in the applicable Order Form.
Subject to the terms of this Agreement and payment of applicable fees, Company grants Customer a non-exclusive, non-transferable, limited license to access and use the Services during the Subscription Term solely for Customer's internal business operations.
Company will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:
Company does not guarantee that the Services will be uninterrupted or error-free.
To access the Services, Customer must create an Account and provide accurate, complete, and current registration information. Customer is responsible for:
Customer may permit Authorized Users to access the Services in accordance with the user limits specified in the Order Form. Customer is responsible for ensuring that all Authorized Users comply with these Terms.
Customer agrees to use the Services only for lawful purposes and in accordance with these Terms. Customer shall not:
Customer shall not, and shall not permit any third party to:
Customer is solely responsible for the accuracy, quality, integrity, and legality of Customer Data and the means by which Customer acquired the data. Company reserves the right to remove any Customer Data that violates these Terms.
Customer agrees to pay the subscription fees specified in the Order Form. All fees are quoted in Indian Rupees (INR) and are exclusive of applicable taxes unless otherwise stated.
Unless otherwise specified in the Order Form:
Customer is responsible for all applicable taxes, including GST, service tax, or other taxes imposed on the Services. Company will add applicable taxes to invoices as required by law.
Unless otherwise specified, subscriptions will automatically renew at the end of each Subscription Term for successive periods of the same duration. Either party may cancel auto-renewal by providing at least 30 days written notice before the end of the current term.
Company may modify fees upon 60 days prior written notice. Price changes will take effect at the start of the next Subscription Term following the notice period.
Fees paid are non-refundable except as expressly provided in this Agreement or required by applicable law.
Customer retains all ownership rights in and to Customer Data. Company acquires no rights to Customer Data except the limited rights necessary to provide the Services.
Company will implement and maintain appropriate technical and organizational measures to protect Customer Data, including:
Company will process Customer Data only as necessary to provide the Services and in accordance with Customer's instructions. Company will not access, use, or disclose Customer Data except as permitted by this Agreement.
Upon termination of the Agreement, Customer may request export of Customer Data within 90 days. Company will provide reasonable assistance to export data in a commonly used format. After the 90-day period, Company may delete Customer Data.
Company will comply with applicable data protection laws, including the Digital Personal Data Protection Act, 2023, and other relevant Indian laws and regulations.
Company's collection and use of personal information is governed by our Privacy Policy, which is incorporated into this Agreement by reference.
Company and its licensors retain all Intellectual Property Rights in and to the Services, including all software, technology, designs, documentation, and materials. Nothing in this Agreement transfers any ownership of such rights to Customer.
Customer retains all Intellectual Property Rights in Customer Data and any pre-existing materials provided by Customer.
If Customer provides any suggestions, ideas, or feedback regarding the Services ("Feedback"), Company may use such Feedback without restriction or obligation to Customer. Customer hereby assigns all rights in Feedback to Company.
Each party's trademarks remain the property of that party. Neither party may use the other's trademarks without prior written consent.
"Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
The receiving party agrees to:
Confidentiality obligations do not apply to information that:
Company warrants that:
Customer warrants that:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM LIMITATIONS INHERENT IN INTERNET COMMUNICATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The limitations in this section do not apply to:
Customer agrees to indemnify, defend, and hold harmless Company from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of:
Company agrees to defend Customer against claims that the Services infringe any patent, copyright, or trademark, and will indemnify Customer for damages finally awarded against Customer by a court of competent jurisdiction, provided that Customer:
This Agreement commences on the date Customer first accesses the Services and continues until terminated in accordance with this section.
Either party may terminate this Agreement upon 30 days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
Either party may terminate this Agreement for any reason upon 60 days prior written notice to the other party.
Company may immediately suspend or terminate Customer's access to the Services if:
Upon termination:
The following sections survive termination: Definitions, Intellectual Property Rights, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.
This Agreement shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles. The courts located in Surat, Gujarat, India shall have exclusive jurisdiction over any disputes arising out of this Agreement.
Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good faith negotiations. If the dispute cannot be resolved within 30 days, either party may refer the matter to binding arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in Surat, Gujarat, India, in English.
Company may update these Terms from time to time. Material changes will be notified to Customer at least 30 days before taking effect. Continued use of the Services after such changes constitutes acceptance of the updated Terms.
Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets.
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, epidemics, or failures of third-party telecommunications or power supply.
This Agreement, together with any Order Forms and the Privacy Policy, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and communications regarding its subject matter.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
Notices under this Agreement shall be in writing and sent to the addresses specified in the Order Form or Account registration. Notices may be sent by email, registered mail, or courier.
Customer agrees to comply with all applicable export laws and regulations and shall not export or re-export the Services to any prohibited country or person.
For questions about these Terms of Service or to provide notices under this Agreement, please contact us:
VTP Infra Tech Private Limited
2104, The Junomoneta Tower,
Nr. Rajhans Multiplex, Pal RTO,
Adajan, Surat - 395009, Gujarat, India
Email: enquiry@pjx.ltd
Phone: +91 7777 954 555
Website: https://pjx.ltd
