Terms & Conditions

These Terms and Conditions ("Terms") govern your access to and use of EnterFirst Technologies Pvt. Ltd.'s ("EnterFirst") website, software-as-a-service products, and professional services (collectively, "Services"). By accessing or using our Services, you agree to be bound by these Terms. If you disagree with any part of these Terms, you may not access our Services.

1. Definitions

• "Company" means EnterFirst Technologies Pvt. Ltd., a company registered in India.
• "Client" or "You" means any individual or legal entity that accesses or uses our Services.
• "Services" means all software products, SaaS platforms, custom development services, digital marketing services, and related professional services provided by EnterFirst.
• "Agreement" means these Terms together with any Order Form, Statement of Work (SOW), or Service Agreement executed between the parties.
• "Confidential Information" means any non-public information disclosed by either party, including software, business plans, client data, and technical specifications.

2. Account Registration and Access

To access certain Services, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain the security of your account credentials and not share passwords
• Notify us immediately of any unauthorized access to your account
• Be responsible for all activities occurring under your account

We reserve the right to suspend or terminate accounts that violate these Terms or provide fraudulent information.

3. License and Permitted Use

3.1 SaaS Products

Subject to payment of applicable fees, EnterFirst grants you a limited, non-exclusive, non-transferable, revocable license to access and use the SaaS products solely for your internal business purposes during the subscription term.

3.2 Custom Development

For custom development projects, intellectual property ownership is defined in the applicable SOW. Unless otherwise agreed in writing, all IP developed exclusively for you will be assigned to you upon full payment. EnterFirst retains rights to general methodologies, frameworks, and pre-existing code ("Background IP").

3.3 Restrictions

You may not:

• Copy, modify, or create derivative works of our software without written permission
• Reverse engineer, decompile, or disassemble any EnterFirst software
• Sub-license, sell, resell, or transfer your access rights to third parties without prior written consent
• Use the Services to build a competing product or for benchmarking purposes
• Use the Services in violation of applicable laws or regulations

4. Payment Terms

• All fees are quoted in Indian Rupees (INR) exclusive of applicable GST (18%)
• SaaS subscription fees are billed in advance on a monthly or annual basis
• Custom development projects follow a milestone-based payment schedule defined in the SOW
• Invoices are due within 15 days of issue unless otherwise agreed
• Late payments attract interest at 18% per annum from the due date
• We reserve the right to suspend access for accounts more than 30 days overdue

5. Confidentiality

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose it to third parties without prior written consent; (c) use it only for purposes of performing obligations under this Agreement. This obligation survives termination for 5 years.

We sign a mutual NDA before any project discussion. The NDA is incorporated into and governed by these Terms.

6. Data Processing

Where EnterFirst processes personal data on your behalf as a Data Processor, we will comply with applicable data protection laws (including the DPDP Act 2023) and the terms of our Data Processing Agreement (DPA), available on request. You, as the Data Controller, are responsible for ensuring a lawful basis for processing.

7. Warranties and Disclaimers

7.1 EnterFirst Warranties

EnterFirst warrants that: (a) Services will perform materially as described in the documentation; (b) we will use reasonable security measures to protect your data; (c) we have the authority to grant the licenses in these Terms.

7.2 Disclaimers

EXCEPT AS EXPRESSLY SET FORTH HEREIN, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ENTERFIRST DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (a) ENTERFIRST'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE 3 MONTHS PRECEDING THE CLAIM; (b) NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

These limitations do not apply to liability for gross negligence, fraud, or death/personal injury caused by negligence.

9. Indemnification

You agree to indemnify and hold harmless EnterFirst, its officers, directors, employees, and agents from claims arising from: (a) your use of the Services in violation of these Terms; (b) your violation of any third-party rights; (c) your breach of applicable laws.

10. Term and Termination

• SaaS subscriptions commence on the activation date and continue for the subscription term
• Either party may terminate for material breach with 30 days written notice if the breach is not cured
• EnterFirst may terminate immediately for non-payment (after 30-day grace period) or violation of Section 3.3
• Upon termination, your access is revoked; you may export your data within 30 days
• Sections on IP, confidentiality, limitation of liability, and indemnification survive termination

11. Governing Law and Dispute Resolution

These Terms are governed by the laws of India. Any disputes shall first be attempted to be resolved through good-faith negotiation for 30 days. If unresolved, disputes shall be submitted to binding arbitration under the Arbitration and Conciliation Act, 1996, with the seat of arbitration in Pune, Maharashtra. The language of arbitration shall be English.

Notwithstanding the above, either party may seek injunctive relief in a court of competent jurisdiction.

12. General Provisions

• Entire Agreement: These Terms, together with any executed Order Forms or SOWs, constitute the entire agreement between the parties
• Amendments: We may update these Terms with 30 days advance notice; continued use constitutes acceptance
• Severability: If any provision is found unenforceable, the remaining provisions remain in full force
• Waiver: Failure to enforce any right does not constitute a waiver of future enforcement
• Assignment: You may not assign these Terms without our prior written consent
• Force Majeure: Neither party is liable for delays caused by circumstances beyond reasonable control

13. Contact

For legal inquiries or notices: [email protected] or EnterFirst Technologies Pvt. Ltd., [Address], India.