AT THE END OF THIS DOCUMENT THE USER SHALL INDICATE HIS ACCEPTANCE TO THESE TERMS BY CLICKING ON “I ACCEPT THE TERMS”. BY ACCEPTING THESE TERMS, THE USER ACKNOWLEDGES THAT HE IS AWARE AND UNDERSTANDS THE TERMS IN ITS ENTIRETY AND FURTHER UNDERSTANDS ALL RISKS ASSOCIATED WITH THE USE OF WEBSITE. THE USER IS BOUND BY THESE TERMS IRRESPECTIVE OF PAYMENT OF ANY FEES TO CRISIL FOR ACCESSING THE WEBSITE.
This document is an electronic record in terms of Information Technology Act, 2000 and rules thereunder as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
By registering on the Website, You shall be deemed to have contracted with CRISIL and have agreed to be bound by the terms and conditions herein contained, including the various policies incorporated by reference in these Terms.
If you are no longer interested in receiving e-mail announcements and other marketing information from us, or you want us to remove any personal information that CRISIL has collected about you, you can opt-out anytime by sending an e-mail about your request to email@example.com.
CRISIL will provide to the Client the services as specified herein (Service). Where the Order Form states that as a part of a Service CRISIL will provide training material to Client (each of those will be called Training Material), the term Service shall also include Training Material.
The Client shall in a timely manner provide CRISIL with all information requested by CRISIL, from time to time, as are necessary to provide the Services. Any such information shall be provided in the form and specifications requested for by CRISIL.
3.1 CRISIL grants to the Client a non-exclusive, non-transferable, licence to use the Service (for the avoidance of doubt, including any Training Materials provided along with the Service) for no purpose other than its own internal business use during the term of this Agreement.
3.2 Without limitation, the Client shall not redistribute, resell or publish externally any part of the Service or directly or indirectly permit any third party or users to do what it is not permitted to do under this Agreement.
4.1 For each Service, the Client shall pay CRISIL the Fees set out in the Website.
4.2 Travel and other out-of-pocket expenses that CRISIL may incur in connection with the Services will be payable separately by the Client on actuals.
4.3 In addition to Fees, Client shall pay CRISIL all taxes and statutory levies as may apply on the transaction covered by this Agreement.
5.1 Each Party represents and warrants to the other Party that It has all requisite power and authority to execute, deliver and perform this Agreement
5.2 CRISIL warrants that it will provide Services with reasonable care and skill. EXCEPT FOR THIS, CRISIL MAKES NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES AND EXPRESSLY EXCLUDES ALL REPRESENTATIONS AND WARRANTIES OF WHATEVER KIND INCLUDING, WITHOUT LIMITATION, WARRANTY THAT THE SERVICES WILL BE ERROR-FREE, COMPLETE, OR FIT FOR PURPOSE
6.1 Each receiving party of the disclosing party’s confidential information will: (i) keep confidential such information and not use it for any purposes other than the performance of this Agreement, except as may be permitted elsewhere by this Agreement or by the disclosing party in writing or as may be required to comply with law, a statutory requirement or judicial, quasi-judicial, statutory or government order or demand; (ii) where needed, disclose the confidential information to only those directly concerned with the performance of this Agreement, so long as it remains responsible to ensure each recipient complies with the confidentiality obligations stated in this Agreement; (iii) delete from any device containing any Confidential Information and/or return to the disclosing party upon demand or termination of the Agreement, except for one copy as may be required to be retained by law, regulation, professional standards or reasonable business practice. Confidential Information with respect to a disclosing party means the information of a business, technical or financial nature belonging or pertaining to a party shared or made available in any form to the receiving party, which is marked or otherwise indicated as being or is, or ought reasonably to be, known to be confidential.
6.2 The obligation of confidentiality does not apply to information which: (a) is, at the time of the disclosure, or subsequently through no act or omission of the party or receiving party or its permitted recipients, becomes generally available to the public; (b) becomes rightfully known to the receiving party or its permitted recipients through a third party with no obligation of confidentiality; (c) the receiving party is able to prove was lawfully in the possession of the receiving party or its permitted recipients prior to such disclosure; (d) is used in a form not traceable back to the disclosing party; or (e) is independently developed by the receiving party or its permitted recipients.
6.3 This undertaking shall survive one year after expiry/termination of this Agreement.
7.1 Client acknowledges that as between the parties, save and expect the Client material and Brands wherein the intellectual property rights shall vest with the Client, CRISIL exclusively owns all intellectual property rights in: (a) the Services (including, for the avoidance of doubt, the Training Material and any methodology and processes used by CRISIL in the provision of the Services); and (b) all brands, logos, trade names, trademarks, brand features or other identifiers of CRISIL (together CRISIL Brands).
7.2 Nothing in this Agreement grants to Client any right, title or interest in any Services or CRISIL Brands, except for a limited permission to use the CRISIL name (and any CRISIL Brands incorporated in any Training Materials) for no purpose other than identifying CRISIL as the provider and/or owner of the Services.
8.1 Subject to the parties’ execution of the Order Form, the Agreement shall take (or shall have taken) effect on the start date stated in the Order Form and thereafter shall continue for the term set out in the Order Form, unless:
(a) a party terminates this Agreement for no cause by giving the other party a prior written notice of at least 2months; or
(b) the Agreement is terminated earlier in accordance with this Agreement.
8.2 CRISIL may cancel a Service if:
(a) CRISIL withdraws a Service generally from the geography where the Client is located; or
(b) any organization which is a direct competitor of CRISIL acquires control of Client.
8.3 If at any time CRISIL determines that considering the available information or materials it is not possible to continue providing Services conforming to CRISIL's professional standards, CRISIL may at its discretion (but acting reasonably) either:
(a) discuss with the Client with the intent to mutually agree to a revision in the scope of the Services, where practicable, and in such a case, the parties’ written agreement as to the revised scope of the Services and any corresponding revision to Fees shall apply; or
(b) terminate this Agreement to the extent it relates to any affected items of Services (with a corresponding revision to Fees).
8.4 If CRISIL terminates the Order Form or a Service under clauses 8.2 or 8.3, as CRISIL's entire liability, CRISIL will (if applicable) refund to Client any Fees paid in advance after deducting from it Fees for Services provided until the effective date of termination and any dues that the Client has not paid.
8.5 CRISIL may without incurring liability suspend performance of this Agreement if Client has materially breached its payment obligations or CRISIL's intellectual property rights.
8.6 The Agreement will stand automatically terminated if:
(a) either party has failed to remedy a material breach of this Agreement within thirty (30) days after the delivery of the written notice to the other party specifying the nature of such material breach.
(b) immediately in the event of either party ceasing to conduct business in the normal course, a receiver, administrator or other similar official is appointed to take control of the assets of either party or either party becoming insolvent or bankrupt.
8.7 A termination of this Agreement shall not limit a party's rights as shall have accrued up to the effective date of termination.
Client irrevocably gives its consent and authorises CRISIL to disclose or provide any information about the Client in CRISIL’s possession and any documents, analyses, or any material prepared, generated, compiled or collated by CRISIL in the course of providing the Services and any copies of any of the foregoing (together, Permitted Material), if such disclosure is requested for or required by any judicial, statutory, government, regulatory or other authority.
10.1 Under no circumstances will a party be liable for indirect or consequential losses, exemplary or special damages, or loss of profits, loss of business or economic loss even if advised of the possibility of such losses or damages. The foregoing shall apply regardless of whether such liability is based in contract, tort, (including but not limited to negligence) and strict liability or any other theory of legal liability.
10.2 Client assumes the entire risk as to Client’s use of the Services. CRISIL expressly disclaims all liability with respect to any such use.
10.3 Without limiting the other provisions of this clause 10, under no circumstances will CRISIL’s aggregate liability exceed the Fees paid by the Client to CRISIL in the latest 12 month period preceding the date of the claim.
10.4 A party shall not be liable to the other for failure or delay in its performance of its obligations under this Agreement (other than in the case of Client, its obligation to pay Charges as are due), to the extent such delay or failure or delay is caused by a Force Majeure cause. If a Force Majeure cause continues for a period of more than 1 month, then either party may terminate this Agreement in which case, the Client shall pay CRISIL for all Services provided and all efforts made up to the effective date of termination of this Agreement. For the purpose of this Agreement Force Majeure shall mean failure or delay caused by strike, riot, fire, flood, natural disaster, delay/default by third party or other similar cause beyond a party's control.
11.1 This Agreement is the entire agreement between the parties with respect to its subject matter. This Agreement may only be modified by the parties executing a suitable written documentation. This Agreement may not be assigned, transferred or novated by either party without the prior written consent of the other party, except that CRISIL may assign, novate or transfer this Agreement to any of its affiliates or successors to its business.
11.2 CRISIL may from time to time revise the processes or timelines set out in the Order Form, provided: (a) those revisions will not entail material changes to the Services set out in the Order Form; and (b) CRISIL shall give Client as much prior written notice as is reasonably practicable in the given instance.
11.3 CRISIL may use Client’s brands, name or logos in its marketing or presentation material targeted at specific prospective clients or in CRISIL’s marketing in social media, provided that except with the Client’s prior written consent (which will not be unreasonably be withheld or delayed), CRISIL may not use any Brands of the Client in any advertisements in any other mass media. CRISIL will comply with Client’s standard branding guidelines (as notified by Client to CRISIL in writing) in the case of any such use.
11.4 All notices and other communications made or required to be given under this Agreement shall be in writing and shall be effective upon receipt when sent by registered post, AD, courier service or hand delivery at the address as set out in the beginning of this Agreement or to the address subsequently notified in writing by one party to the other.
11.5 The failure of a party to claim a breach of any term of this Agreement shall not constitute a waiver of such breach or the right of such party to enforce any subsequent breach of such term. If any provision of this Agreement is held to be unenforceable or illegal, such decision shall not affect the validity or enforceability of such provision under other circumstances or the remaining provisions shall be reformed only to the extent to make them enforceable under such circumstances.
The Agreement is governed by the laws of the India. The parties submit to the exclusive jurisdiction of the courts of law in Mumbai and their appeal courts to settle any disputes that may arise in relation to this Agreement.
13.1 Neither party may initiate legal proceedings before the relevant court unless:
(a) the parties have attempted to resolve it by mutual discussions (and each party shall make good faith attempts to resolve the dispute through such discussions); and
(b) despite the parties’ attempts to resolve the dispute through mutual discussion, the dispute remains unresolved within 1 month (or such other extended time as the parties may agree in writing) of a party notifying the other party in writing the existence of a dispute and the need to resolve it in accordance with clause 12.1(a).
13.2 Nothing in this clause 12.1 limits a party's right to seek any interlocutory, injunctive or other equitable relief in a court of law.
i. This license granted herein apply to the CRISIL research products and services delivered by CRISIL to subscriber
ii. Services are provided in the web internet version as per CRISIL policies. CRISIL shall also conduct feedback and training sessions, to new Users of Services if required by the Users. CRISIL shall provide one license key to the officer (coordinator) designated by the subscriber and informed to CRISIL, who shall forward the license key to the Users at the subscriber’s end. Access will be disabled by CRISIL after the expiry or termination of the subscription.
iii. The license key is provided based on the public IP address(s) (should be static in nature) furnished by the subscriber to CRISIL. In case, CRISIL observes that the access is not restricted to the specified Users, CRISIL shall be entitled to charge an additional subscription fee to the subscriber. Any subsidiary, group company, additional locations, etc. will have to subscribe to the Services by paying an additional subscription fee.
iv. In case of any consolidations, mergers or takeovers of the subscriber, the renewal or additional fees will be applicable as decided by CRISIL, depending on the number of Users who will access Services.
v. The subscriber should immediately inform CRISIL research about the Users who have left / are leaving the organization and shall also ensure that the login of such user/s is discontinued.
vi. The user accessing the website in the unpaid usage domain will get access to information that is part of the “free subscription area”. In case, the user likes to subscribe to any of the Services, user can contact us for further details at CRISIL limited, CRISIL house, Hiranandani Business Park, Powai Mumbai-400076. Contact 022 33428001/17/18
vii. CRISIL may from time to time revise: (a) the content of the Services without changing the fundamental nature of the Services; and/or (b) or these terms and conditions; without being obliged to first notify the subscriber of such revision.