Acceptable Use Policy
Last Updated: 26th September 2022
You shall not host, display, upload, modify, publish, transmit, update or share any information that:
1. belongs to another person and to which You do not have any right;
2. is defamatory, obscene, pornographic, paedophilic, invasive of another's privacy, including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws of India;
3. is harmful to child minors;
4. infringes any patent, trademark, copyright or other proprietary rights;
5. violates any law for the time being in force;
6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
7. impersonates another person;
8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any foreign States;
9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource;
10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;
11. falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file, text, information or data that is uploaded or otherwise provided by anyone; and/or
12. consists of commercial solicitation, mass messaging, political campaigning or any form of spam.
You shall not undertake, permit others to undertake, promote undertaking, or otherwise engage in any of the following:
1. imposing an unreasonable or disproportionately large load on the Service of the infrastructure of the Service (for example, by way of querying an API at a higher rate than sustainable);
2. abusive or excessive usage of the Services or the infrastructure of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users;
3. misuse Services by interfering with their normal operation or attempting to access them using a method other than through the interfaces and instructions provided by Frappe;
4. abuse support services by making excessive support requests or requesting support beyond the support provided under these Terms;
5. intentionally cause errors or issues to seek support;
6. seek support for issues that are not related to the Services provided under these Terms (for example, seeking support for learning general accounting practices or business processes);
7. share a user account between multiple people;
8. repeatedly enable and disable user account(s) resulting in artificially reduced number of users;
9. customization support request, such as debugging custom scripts and/or support for new feature customization;
10. requesting support for processing and/or correction of data that was erroneously entered by You or Your users (for example, incorrect accounting entries/bookings, and stock transactions such as not checking serial/batch entries);
11. interfere with the normal operation of Services or attempt to access them using a method other than through the interfaces and instructions provided by Frappe;
12. direct or indirect access to or use of any Services or content in a way that circumvents a contractual usage limit; and/or
13. direct or indirect access to or use of any Service to access or use any of Frappe's intellectual property except as permitted under these Terms or Documentation.
Please write to us at email@example.com to report any violations of this Acceptable Use Policy.
Updated on: 26th September 2022
Please read this document carefully and ensure that You understand its contents before using Our Service(s).
1. By undertaking any of the following actions, You demonstrate that You have read, understood, and agree to the Terms of Agreement:-
2. By creating an account on or through the Service or a website operated by Frappe;
3. By clicking a box indicating acceptance; and/or By signing this Agreement, whether digitally or physically.
In addition, when using certain parts of the Service(s), you will be subject to additional terms and conditions, policies, rules, or guidelines, that may be posted on the relevant part of the Service from time to time. You agree not to use such parts of the Service without reading, understanding, and accepting such additional terms as may be provided. In case of a conflict between this Agreement and the terms posted for a specific part of the Service, the latter shall have precedence with respect to Your use of that part of the Service. In addition to any terms and conditions as provided for above or herein, the following terms and conditions, and policies, as updated from time to time, apply to your interactions on the Service:
1. Acceptable Use Policy. Your comments or other communication posted by You on the Website or Service must comply with the Acceptable Use Policy, available here as updated from time to time.
2. Reporting Security Vulnerabilities. Security vulnerabilities found by You can be reported to Frappe by visiting https://erpnext.com/security. For more details regarding security vulnerabilities, please see “Scanning for Vulnerabilities” below.
These Terms are effective between Customer (as defined below) and Frappe as of the date of Your accepting this Agreement.
You warrant that You possess the legal authority to accept these Terms and thereby enter into an agreement with Frappe under the applicable laws and to use the Service in accordance with all terms and conditions herein. If You are agreeing to use the Service(s) on behalf of a company or organisation, You agree that You represent such company or organisation and have the legal authority to accept this agreement on behalf of such company or organisation.
1. “Acceptable Use Policy” means the document or page described above, as updated from time to time.
2. “Affiliate(s)” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
4. “Course(s)” means a pre-defined set of Lessons, as specified by Frappe, that is provided by Frappe on a specific topic or set of topics.
5. “ERPNext” means the open-source software named ERPNext published or otherwise provided by Frappe under the terms of the GNU General Public License, version 3, or such other licence as may be specified by Frappe.
6. “Free Service” means a Service provided without any charge.
7. “Learning Material(s)” means the information made available by Frappe regarding the Service, including user guides; help files; tutorials including written, audio, and video; policies; procedures; and other information made available by Frappe, as updated from time to time.
8. “Lesson(s)” means individual lesson(s) provided by Frappe as a part of a Course on a specific topic or set of topics. A single Lesson may include multiple Learning Materials.
10. “Reporting Security Vulnerabilities” means the document or page described above, as updated from time to time.
11. “Service”, “Service(s)”, “Services” shall have the meaning assigned to it above.
13. “Website” means https://frappehr.com/ or any other website owned and/or operated by Frappe that refers to this Agreement.
- Legal Competence. You warrant that You possess the legal authority to accept this Agreement and thereby enter into an agreement with Frappe under the applicable laws, and to use the Service(s) in accordance with all terms and conditions herein. If You are under the age of 18 years, You warrant that You have obtained Your parent’s or legal guardian’s consent to use the Services. Frappe may terminate Your account and/or access to the Service if Frappe discovers that You have provided incorrect or incomplete information to Frappe, or if Frappe discovers that You are under the age of 18 years and have used the Service without Your parent’s or legal guardian’s consent.
- Usage Limits. Frappe may, at its sole discretion and without any notification, place technical or non-technical limitations on the use of the Service(s) by the Customer.
- Service Availability. Frappe does not warrant that the Website or Service will remain accessible and continue functioning as expected at all times.
- Date of publication. Learning Materials should only be considered current as of the date of initial publication appearing thereon, without regard to the date on which you may access the information.
- Accuracy and Reliability of Information. The information, material or services included in or available through this site may include inaccuracies, typographical errors, or hypothetical situations. Advice received via this site should not be relied upon for personal, medical, legal, financial, or business decisions.
1. Accounts. You are responsible for: 1.1 providing and maintaining true, accurate, current and complete information about You; 1.2 completing all Lessons and Courses within the time limit specified within Your account and/or the course. immediately notifying Frappe of any unauthorized use of 1.3 Your password or account or any other breach of security; 1.4 Your compliance with these Terms and all other applicable terms and policies, including but not limited to the Acceptable Use Policy; and 1.5 all activities that occur within Your account on the Service.
2.Scanning for Vulnerabilities. We believe in the value of being open and transparent regarding the security of our Services. We value and appreciate Your help in improving Our security. Vulnerability reports submitted in the past by users such as You have helped Us improve security for everyone. Any and all vulnerability scans by You or any third-party on Your behalf must comply strictly with the policy on Reporting Security Vulnerabilities as provided in the Introduction above, as may be modified by Frappe from time to time. In particular, You agree not to undertake any of the following: (i) scan or probe the Website or any Service for any vulnerability or bug for any purpose other than the purposes provided in the policy on Reporting Security Vulnerabilities; (ii) use any vulnerability or bug found by you for any purpose except as explicitly provided in the policy on Reporting Security Vulnerabilities; and (iii) publish, or otherwise share with any third-party, any information regarding any bug or vulnerability found by You until the expiry of a period of six months from the date on which You report such vulnerability to Frappe, or until a period of one month from the date on which Frappe releases a fix for the bug or vulnerability, whichever comes sooner.
3. Information Extraction and Downloads. 3.1 You shall not make download, extract, transmit, distribute, or make unauthorised copies of the Website, webpages on the Website, Learning Materials, and/or any other information or material on the Website, except as explicitly permitted in this Agreement or as explicitly permitted by Frappe on the Website. 3.2 You shall not, without explicit prior written authorization from Frappe specifically permitting such action, perform reverse look-up, trace or seek to trace any information on any other user or customer of Service, including any account on the Service not owned by You, to its source, or exploit the Website, or any service or information made available or offered by or through the Website, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than Your own information as provided for by the Website.
4. Compliance with the Terms. Customer shall be the sole responsible party for actions taken by Customer Personnel, and for ensuring that Customer Personnel comply with these Terms and all applicable policies.
5. Legal Action by Frappe. Frappe reserves the right to initiate and/or undertake any civil and/or criminal action for breach of this Section on Customer Responsibilities.
1. Licence:- The software named 'FrappeHR' is publicly distributed or otherwise provided by Frappe and its contributors, under the terms of the 'GNU General Public License, version 3' or such other license as may be specified within or alongside such software ("applicable licence"). Frappe and other contributors of FrappeHR reserve the right to modify the applicable licence at any time. Unless prohibited by the applicable licence, any person may acquire, use, modify, transmit and re-distribute FrappeHR in accordance with the terms of its applicable licence. Obtaining FrappeHR does not provide anyone the right to use any of Frappe's intellectual property rights in a manner that is not explicitly permitted by the applicable licence. Obtaining, modifying, or otherwise performing any activity related to FrappeHR, by itself, does not constitute an acceptance of this Agreement, does not bind Frappe to this Agreement, and does not oblige Frappe to provide any Service under this Agreement. Fees charged under this Agreement, if any, are charged for Services provided under this Agreement. No fee is charged under this Agreement for provision of FrappeHR software. FrappeHR is provided as-is with no support, unless this Agreement is accepted, and Customer complies with the terms of this Agreement
2. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Frappe, its Affiliates, its licensors and content providers reserve all of their rights, titles and interests in and to the Website, Service, content, logos, software, text, images, graphics, video, audio and other materials created by them, including all of their related intellectual property rights. Frappe owns all right, title, and interest in and to Frappe's registered and unregistered, domestic and foreign, trademarks, service marks, trademark applications, service mark applications, trade names, patents, patent applications, copyrights, copyright applications, discoveries, know-how and trade secrets of and relating to the Services, including any and all templates created by Frappe. No one may copy, reproduce, transmit, post, distribute or create derivative works from the Services without express, prior written authorization from Frappe. No rights are granted to You hereunder other than as expressly set forth herein.
3. Licence by Frappe. Subject to Your compliance with these Terms and payment of applicable fees, if any, Frappe grants a limited licence to access and make personal use of the Website and Service.
4. Restrictions on License by Frappe. Unless explicitly permitted otherwise by Frappe, You shall not copy, transmit, sell, resell, licence, sublicense, distribute, make available, rent or lease the Website, Service, Lessons, Learning Materials, any content, or their derivatives. You may not frame or mirror any part of the Website. Unauthorised use of the materials appearing on this site may violate copyright, trademark and other applicable laws, and could result in criminal or civil action.
5. License by Customer. You grant to Frappe and its Affiliates and sublicensees a non-exclusive, royalty-free, irrevocable, perpetual, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display any review, comment, feedback, testimonial, or other content or information provided by You, throughout the world in any media, and the right to use the name provided by You in connection with such content. You agree to waive Your right to be identified as the author of such content or information, and Your right to object to derogatory treatment of such content. You agree to perform all further acts necessary to protect any of the above rights granted by You, including execution of deeds and documents at Frappe's request. Frappe may, but shall have no obligation to, use feedback provided by You to improve the Website or Service without notice and without any attribution.
1. Modification of this Agreement. This Agreement may be modified by Frappe from time to time. If We do this, We will post the modified Terms on this page and will indicate the last updated date. Any such modifications will become effective no earlier than fourteen (14) days after they are posted, except that the following categories of modifications will be effective immediately: (i) modifications required to provide new features without negatively affecting your rights under these Terms; (ii) modifications made to correct typographical errors; and/or (iii) or modifications made to comply with legal obligations, including but not limited to Our or Your obligations under a law, regulation, court order or government order. You shall be responsible to review the Agreement from time to time in order to be aware of any such modifications to these Terms. We may, for Our convenience only and without waiving Your obligation to periodically review the Agreement, attempt to notify You of significant modifications to this Agreement through the Service user interface, in an email notification or through other reasonable means. You understand and agree that Your continued access, registration or use of the Website or Service beyond the effective date of such modification shall be deemed to be Your acceptance of all modifications to the Agreement.
2. Modification of Website or Service. Frappe may, at any time and without prior notice, introduce new features, remove or stop offering old features, or modify existing features of the Website or Service. Frappe reserves the right to charge a fee to access any new feature, service, Course, Lesson, and/or Learning Material. Frappe reserves the right to delete or modify information on the Website or Service, including but not limited to any Course, Lesson, and/or Learning Material, without prior notice.
1. Warranty Disclaimers. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL FRAPPE BE LIABLE TO CUSTOMER PERSONNEL AND/OR ANY OTHER THIRD PARTIES. EXCEPT AS EXPRESSLY PROVIDED HEREIN, FRAPPE PROVIDES THE SERVICE “AS IS” AND “AS AVAILABLE” AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY CONDITION OR QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR QUIET ENJOYMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FRAPPE AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE FRAPPE PRODUCTS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, VIRUS-FREE, ACCURATE OR COMPLETE OR COMPLY WITH REGULATORY REQUIREMENTS, OR THAT FRAPPE WILL CORRECT ALL ERRORS. FRAPPE DOES NOT REPRESENT OR WARRANT NON-INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS BY THIRD-PARTY COMPONENTS. FRAPPE SHALL NOT BE LIABLE FOR THIRD PARTY MATERIALS, INCLUDING BUT NOT LIMITED TO LINKS TO THIRD PARTY WEBSITES AND ACTIVITIES. FRAPPE IS NOT RESPONSIBLE OR LIABLE FOR ANY FAILURE TO PERFORM OR DELAY IN PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT TO THE EXTENT THAT THE FAILURE OR DELAY IS CAUSED BY CIRCUMSTANCES BEYOND FRAPPE'S REASONABLE CONTROL (SUCH AS EVENTS MENTIONED UNDER “FORCE MAJEURE” BELOW).
2. Limitation of Liability. AS FAR AS PERMITTED BY APPLICABLE LAW, FRAPPE AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION OR THE LIKE) ARISING OUT OF (A) THE USE OF THE SERVICE, (B) THE CONTENT ON THE SERVICE, (C) WEB SITES LINKED TO THE SERVICE AND THE CONTENT, GOODS AND/OR SERVICES PROVIDED THEREIN (D) ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE UPON THE INFORMATION WITHIN, OR CONTENT OF, THE SERVICE, AND/OR (E) THE INABILITY TO USE THE SERVICE AND CONTENT CONTAINED THEREIN (INCLUDING, BUT NOT NECESSARILY LIMITED TO, LOSS OF PROFITS, GOODWILL OR SAVINGS, DOWNTIME, DAMAGE TO OR REPLACEMENT OF PROGRAMS AND DATA), WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE FOREGOING LIMITATION IS PROHIBITED BY AN APPLICABLE LAW, FRAPPE'S LIABILITY FOR DAMAGES UNDER THIS AGREEMENT IS LIMITED TO RE-PERFORMANCE OF THE SERVICES OR LIQUIDATED DAMAGES. IN NO EVENT WILL FRAPPE BE LIABLE FOR PROVIDING SUBSTITUTE SERVICES. IN NO SITUATION SHALL FRAPPE'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
3. Exclusive Remedy. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN THIS AGREEMENT, CUSTOMER'S EXCLUSIVE REMEDY, AND FRAPPE'S ENTIRE LIABILITY, WILL BE THE RE-PERFORMANCE OR RE-DELIVERY OF THE DEFICIENT SERVICE, OR IF FRAPPE CANNOT SUBSTANTIALLY CORRECT A BREACH IN A COMMERCIALLY REASONABLE MANNER, TERMINATION OF THE RELEVANT SERVICE.
4. Essential Basis. CUSTOMER ACKNOWLEDGES THAT FRAPPE HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THE DISCLAIMERS OF WARRANTIES AND LIMITATION OF LIABILITY AND THE SAME FORM AN ESSENTIAL BASIS FOR THE BARGAIN BETWEEN THE PARTIES.
1. Indemnification. Customer shall indemnify and hold Frappe and its directors, officers, agents, employees, contractors and assigns harmless from and against any claim, suit, proceedings, losses, expenses incurred, attorneys' fees, damages or costs awarded, or amounts paid in a settlement, arising out of (i) unauthorized access by persons using Customer's login credentials, (ii) a breach of the terms of this Agreement or the applicable policy document(s) by Customer; or (iii) use beyond the scope of the intended use by Customer.
2. Exclusive Remedy. This “Indemnification” section states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any claim described in this section.
1. Billing: The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the service from https://frappehr.com/pricing . In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid membership began on a day not contained in a given month.
2. Payment Methods: To use the FrappeHR services you must provide one or more Payment Methods. You authorise us to charge any Payment Method associated with your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
3. Cancellation & Deletion of Account. You can cancel your FrappeHR Account at any time, and your account shall be immediately deleted or it shall take three (3) working days. To the extent permitted by the applicable law, payments are non-refundable and we do not provide refunds or credits for any partial account period.. To cancel, go to https://frappehr.com/request-for-account-deletion/new and generate a request. The account shall be deleted along with the data in the account within three (3) working days.
4. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than thirty (30) days following notice to you.
5. Chargebacks. Initiating a chargeback for any fees or payment made to or deducted by Frappe shall constitute a violation of this Agreement. Frappe reserves the right to: (a) disable or delete Your account(s) and all associated data, (b) revoke Your licenses, (c) refuse to provide Services in future, (d) charge late interest at the rate of 1.5% of the amount per month, or the maximum rate permitted by law, whichever is lower, (e) condition future subscription renewals and Order Forms on shorter payment terms, and / or (f) initiate appropriate legal action against You for violation of this clause.
1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until it is terminated in accordance with ‘Termination by Customer’ or ‘Termination by Frappe’ below.
2. Termination by Customer. The Customer may terminate this Agreement by deleting the Customer’s account on the Service via raising a request from https://frappehr.com/request-for-account-deletion/new . The Customer account shall be automatically deleted within three (3) days from the date the request has been generated by the Customer. Once the request has been received by the Customer, Frappe shall not be liable for retrieving the account against which the deletion request has been generated. The customer needs to create a new account with FrappeHR.
3. Termination by Frappe. Frappe may terminate this Agreement and/or subscription(s) or Service(s) purchased or paid for under this Agreement and/or any account under this Agreement: (a) immediately upon written notice for failure to comply with this Agreement or any; (b) upon thirty (30) days’ written notice to Customer for any or no reason; (c) immediately and without notice for failure to make timely payment; or (d) immediately, without notice and without assigning any reason, in case of a free account and/or trial account. For the purpose of this clause, written notice, if required, will be sent to the Customer's registered email address or any other contact information available to Frappe.
4. Surviving Provisions. The sections titled “License by Customer”, “Warranty Disclaimers and Limitation of Liability”, “Indemnification”, “Surviving Provisions”, “General Provisions”, and any other section or clause which by its nature survive termination or expiration of this Agreement shall survive the termination of the Agreement until such time till the obligations are fulfilled and/or those sections or clauses are no longer applicable.
1. Third-Party Websites, Apps or Services. The Website or Service may contain links to external third-party websites, apps or services. Frappe does not guarantee, approve or endorse the information or product available on such third-party websites, apps or services, nor does a link indicate any association with or endorsement of the linked website, app or service. We do not operate or control and have no responsibility for the information, products and/or services found on any external sites. Nor do We represent or endorse the accuracy or reliability of any information, products and/or services provided on or through any external sites, including, without limitation, warranties of any kind, either express or implied, warranties of title or non-infringement or implied warranties of merchant-ability or fitness for a particular purpose. You assume complete responsibility and risk in your use of any external website, app or service. Frappe shall not be responsible for any loss or damage incurred by You while dealing with any third party. You should direct any concerns regarding any external link to the relevant website's, app's or service's administrator, owner or webmaster. You are hereby informed to exercise utmost caution when visiting any third-party website, app or service.
2. Entire Agreement. This Agreement constitutes the entire agreement between Frappe and Customer pertaining to the subject matter hereof and supersedes in its entirety all written or oral agreements between the Parties.
3. Severability. The parties agree that if any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or otherwise unenforceable, the parties will attempt in good faith to make the least amount of changes necessary to this Agreement in order to restore the original intention or approximate the original intention behind the removed clause. If such modification is not possible, such provision will be deemed null and void in such jurisdiction, and the remaining provisions of this Agreement will remain in effect.
4. Force Majeure. You understand that there may be an occurrence of an event or effect that cannot be reasonably anticipated or controlled, which even by the exercise of reasonable diligence cannot prevent non-performance, and in particular, performance of the Service or fulfilment of an Order or Instruction. These occurrences and events include, but are not limited to: acts of God; acts of government; acts of war; acts of public enemies; acts of terror; strikes or other labour problems; pandemic; epidemic; floods; fires; earthquakes; civil unrest; riots; explosions; outages; general Internet brown-outs or black-outs or shortage of bandwidth; hardware failures; hacking, denial of service or ransomware attacks; actions of the elements; or other causes beyond the control of Frappe in the performance of this Agreement. Upon the occurrence of such event or effect You agree to excuse performance under this Agreement and not hold Frappe liable for the delay in or failure of performance under this Agreement. Any such delay in or failure of performance shall not constitute default or give rise to any liability for damages.
5. Assignment. You may not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Frappe's prior written consent. Frappe may assign this Agreement in its entirety, without Your consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganisation, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and insure to the benefit of the Frappe’s successors and permitted assigns.
6. Relationship between Parties. The Parties to this Agreement are independent and nothing in this Agreement shall make them partners, employees, agents, or other representatives of the other party hereto. Neither Party shall make any representation that suggests otherwise.
7. Third-Party Beneficiaries. This Agreement is between Frappe and Customer only. There are no third-party beneficiaries under this Agreement. Customer Personnel is not third-party beneficiaries under this Agreement.
8. Arbitration, Governing Law, and Jurisdiction. Both Parties shall make every effort to resolve all differences amicably taking into consideration the cause for which the parties have purposed to work together. In the event of any unresolved dispute the same shall be settled in accordance with The Arbitration and Conciliation Act, 1996 by appointing a sole arbitrator with mutual consent. The decision of the arbitrator shall be final. The parties shall bear their own individual costs and the costs of the arbitration shall be borne equally by the parties. The venue of arbitration and the seat of arbitration shall only be at Mumbai in India. The language of the arbitration shall be English. This Agreement shall be governed by and construed in accordance with the laws of India.
9. Waiver. No failure or delay by Frappe in exercising any right under this Agreement will constitute a waiver of that right.
10. Interpretation. In this Agreement, the singular includes the plural and the plural the singular; headings and subheadings in this Agreement are for convenience only and do not affect the meaning of the relative section/clause; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits or schedules are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.