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Terms of Use
Governing terms for BetterPlace platform subscription and services
Governing terms for BetterPlace platform subscription and services
We reserve the right to update these Terms at any time without notice. Revisions are effective immediately; your continued use signifies your full acceptance of the modified Terms.
BetterPlace Safety Solutions Private Limited ("BetterPlace") has developed the goBetter Platform that provides an end-to-end frontline workforce management platform.
Customer shall seek to purchase from BetterPlace subscription(s) to the goBetter Platform, as a hosted software-as-a-service product, and also obtain Support Services in relation thereto. These Terms and Conditions are incorporated by reference into each Order Form that references these Terms and Conditions to create a separate agreement between BetterPlace and the applicable Customer or its Affiliate (the "Agreement").
"Affiliate" means any entity that holds or in which a Party holds fifty percent (50%) or more of the paid-up share capital, directly or indirectly, or is controlling, controlled by or under common control with such Party.
"goBetter Platform" means the suite of applications available at https://go-better.com/ or any of its sub-domains or any other URL/location made available by BetterPlace, including audio and visual information, documents, software, proprietary technology, hardware, products, processes, algorithms, user interfaces, know-how, trade secrets, and other Confidential Information.
"Customer Data" means any information uploaded by Customer on the goBetter Platform, including personal data and personally identifiable information such as phone number, email address, government ID proofs, criminal history, biometric information, and facial recognitions.
"Order Form" means the document executed between the Parties with details of the Services opted for by Customer.
"Subscription Fees" means the fees payable by Customer for the Subscription Services.
"Subscription Services" means the provision of access to the goBetter Platform as per the scope, limits, and features that Customer has subscribed to, as captured in the relevant Order Form.
"Subscription Term" means the initial term of the Subscription Services commencing from the Subscription Initiation Date, as specified in the relevant Order Form, and each subsequent renewal term (if any).
"Support Services" means the services referred to in Section 3.2 and the relevant Order Form, including training services, installation and integration services.
"Users" means individuals authorized by Customer to access Subscription Services solely for Customer's internal use for its business purposes.
2.1 During the Subscription Term, BetterPlace grants the Customer a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, fee-bearing subscription to the goBetter Platform on an as-is basis, for access and use by its authorized Users, for its internal business purposes in accordance with this Agreement, the relevant Order Form, and all applicable laws and regulations. Customer shall not use the subscription for the purpose of conducting any activities similar to BetterPlace's business.
2.2 The subscription is subject to the usage limits set out in the Order Form. If the Customer exceeds these limits, the excess usage shall be governed as per Section 5.1.
2.3 The Services offered by BetterPlace and the scope of Services subscribed to by the Customer shall be as set out in the relevant Order Form.
3.1.1 The scope of the Subscription Services shall be set out in the relevant Order Form.
3.1.2 Customer may subscribe to additional features of the Subscription Services (existing or new features) by executing an additional Order Form at any time.
3.1.3 BetterPlace may update the goBetter Platform from time to time without adversely affecting the Subscription Services. BetterPlace is under no binding obligation to release new features or updates and makes no representations as to future features and functionalities.
3.1.4 Subscription Services will not be made available during Planned Downtime or Force Majeure. "Planned Downtime" means the period during which the Services may be shut down for planned maintenance. To the extent possible, such downtime will be scheduled during non-business hours and at least twenty-four (24) hours' prior notice will be provided.
3.1.5 BetterPlace reserves the right to monitor usage of the Subscription Services to determine if use is within relevant Service usage limitations. Any overuse will be brought to the notice of Customer and will lead to pro-rated additional billing as per Section 5.1.
In consideration of the Subscription Fees paid by Customer, BetterPlace shall render Support Services and a Service Level Agreement ("SLA") as described in the relevant Order Form. The SLA contains Customer's sole remedy for availability of Services pursuant to this Agreement.
BetterPlace may use third-party service providers for rendering any of the Services without seeking further consent from Customer, but BetterPlace will continue to be responsible for such Services. BetterPlace will not be responsible for any third-party service providers engaged by Customer.
4.1 Customer will comply with the acceptable use policy and shall ensure that the Users do not reverse engineer, modify, decompile, or reproduce the goBetter Platform.
4.2 Customer is responsible for ensuring that the Subscription Services are used in accordance with this Agreement and will notify BetterPlace immediately of any unauthorized use of Customer's account or credentials.
4.3 Customer shall be solely responsible for the acts and omissions of any of its Users. BetterPlace shall not be liable for any loss of data or functionality caused directly or indirectly by the Customer.
4.4 BetterPlace shall not be responsible for compliance with laws applicable to the Customer and/or Customer's industry that are not expressly applicable to information technology service providers.
4.5 Customer agrees to access and use the goBetter Platform solely during the Subscription Term in accordance with the terms and conditions of this Agreement and in compliance with all applicable laws and regulations.
4.6 Customer shall submit to BetterPlace, in writing, the names, work email addresses, and telephone numbers of its personnel before such personnel access the goBetter Platform.
Towards Subscription Services, Customer will pay the Subscription Fees set out in the relevant Order Form. The Subscription Fees will remain fixed during the Subscription Term unless:
Such payment obligations including any Minimum Guaranteed Amounts specified in the applicable Order Form shall be absolute, unconditional, and shall survive termination or expiry of this Agreement.
All Subscription Fees and any other fees payable under an Order Form are exclusive of applicable taxes, levies, cesses, and other charges applicable thereon, which shall be borne by Customer.
BetterPlace owns and has rights to all worldwide intellectual property rights in and to the goBetter Platform and the Services (including all customizations, derivatives, adaptations, or improvements thereof), and all copyrights, patents, trademarks, service marks, and trade secrets in relation thereto, whether registered or not. No content created or reports generated by Customer via the goBetter Platform will be considered "work for hire." BetterPlace shall have the sole ownership of any reports, content, or information generated via the goBetter Platform. Customer agrees to assign all rights, title, and interest it may have in the foregoing to BetterPlace.
Customer shall have ownership rights over all Customer Data and grants BetterPlace a worldwide, limited, non-exclusive right to access and use the same for the purpose of rendering the Services. Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, intellectual property ownership, and the right to collect and use the Customer Data.
Customer hereby permits BetterPlace to use Customer's name, website address, and logo in its marketing material including website, email campaigns, and brochures during and after active engagement.
"Confidential Information" means all confidential information disclosed by a Party ("Disclosing Party") to the other Party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Confidential Information shall NOT include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the Receiving Party.
The Receiving Party shall use the same degree of care to protect Confidential Information that it uses to protect its own confidential information of like kind (but in no event less than reasonable care). It shall not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
The provisions of this Section 8 shall survive the expiry or termination of this Agreement.
9.1 BetterPlace shall adopt and maintain industry standard organizational and technical safeguards for the protection of the security, confidentiality, and integrity of Customer Data. BetterPlace shall process the Customer Data only for the purpose of rendering the Services.
9.2 As Customer collects the Customer Data and determines the mode of processing, Customer shall be the controller and BetterPlace the processor for the purpose of applicable data privacy laws. Customer shall be solely responsible for ensuring that it complies with applicable data protection laws pertaining to collection and transfer of personal data.
9.3 BetterPlace may monitor use of the Subscription Services by all its Customers and use such data in an aggregate and anonymous manner, without publishing any personally identifiable information.
10.1 This Agreement shall become effective as of the Effective Date mentioned in the first Order Form and shall remain in effect until terminated as per the provisions of this Section.
10.2 If either Party defaults in the performance of any material provision of this Agreement, then the other Party may give written notice to the defaulting Party that this Agreement shall stand terminated unless such default is remedied within fifteen (15) days from the date of notice; provided that, if the breach is incurable, the non-defaulting Party may terminate this Agreement with immediate effect.
10.2.1 This Agreement shall stand non-cancellable as per the Subscription Term mentioned in the Order Form and neither Party shall terminate this Agreement without cause prior to the expiry of the relevant Subscription Term.
10.2.2 Upon termination of this Agreement for any reason or expiry of the Subscription Term:
11.1 BetterPlace may suspend access to Customer's account in case any amounts remain due and payable upon completion of forty (40) days from the date of the relevant invoice.
11.2 BetterPlace may also suspend access to Customer's account with immediate effect if:
11.3 If the reason for the suspension continues for a period of five (5) more days from the 40th day, then BetterPlace may proceed to terminate this Agreement or the relevant Order Form.
Each Party hereby represents and warrants to the other that:
Each Party shall defend, indemnify, and hold the other Party harmless against any loss, damage, or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings made or brought against the other Party: (i) due to breach of the representations and warranties; (ii) by a third party alleging that the use of the Services infringes the intellectual property rights or data privacy rights of such third party.
15.1 Force Majeure. Neither Party shall be responsible for failure or delay in performance if caused by any event beyond the reasonable control of BetterPlace, including an act of war, hostility, sabotage, act of God, civil commotion, epidemic, pandemic, electrical, internet or telecommunication outage, cyber-attacks, government or regulatory order, change in law applicable to the Services.
15.2 Severability. If any provision of this Agreement is held to be contrary to law, invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and the Parties will negotiate in good faith to amend such provision.
15.3 Relationship Between the Parties. No joint venture, partnership, employment, or agency relationship is created between BetterPlace and Customer as a result of this Agreement or use of the Services.
15.4 Assignment. Either Party may assign its rights hereunder in the event of a merger, reorganisation, or acquisition of all or substantially all of its assets; in all other cases, the other Party's prior written approval shall be required for assignment.
15.5 No Waiver. Any waiver by a Party of a breach of this Agreement shall be specific and in writing, and shall not operate as a waiver of any other or future breach.
15.6 Notice. Any notice or other communication required or permitted under this Agreement shall be given in writing to the other Party at the addresses as set out in the most recent Order Form.
15.7 Arbitration. All disputes arising out of or in connection with this Agreement shall, unless amicably settled between the Parties, be settled by arbitration. The seat of Arbitration shall be Bengaluru, Karnataka, India, conducted as per the Arbitration and Conciliation Act 1996.
15.8 Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of India. The courts at Bangalore, India shall have exclusive jurisdiction with respect to disputes arising out of or in connection with this Agreement.
15.9 Entire Agreement & Modification. This Agreement, including any Order Form(s), modifications, or addenda constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
15.10 Execution. This Agreement may be executed in counterparts, including counterparts transmitted by electronic transmission in PDF format. Electronically scanned and transmitted signatures shall be deemed originals.
15.11 Order of Precedence. In the event of any conflict between this Agreement and the terms of an Order Form, this Agreement shall prevail, unless otherwise specifically set out in the Order Form.