Enterprise Service Agreement

Scope & Order Forms

This Enterprise Service Agreement ("Agreement") applies to enterprise plans and is referenced by Order Forms describing plan, user/branch/outlet limits, subscription term, fees, and any additional services. To the extent of conflict, the Order Form controls.

License & subscription

BillBasket grants Customer a limited, non-exclusive, non-transferable, revocable right to access and use the Services for its internal business operations within the limits stated in the Order Form. Core functionality will not be materially reduced during a paid term without Customer's consent.

Implementation services

Configuration, data migration, integration, and training are delivered on a reasonable-efforts basis under separately agreed Statements of Work. Acceptance criteria, deliverables, and timelines are defined per SoW.

Service levels

BillBasket targets 99.5% monthly uptime for the production Services, calculated after exclusions for planned maintenance, force-majeure events, Customer-side environment issues, and third-party network failures outside our control. Where the target is missed in a calendar month, Customer is entitled to a service credit per the credit schedule in the Order Form (default: 5% of monthly fees for that Service per 0.1% below 99.5%, capped at 25%).

Support response targets vary by tier:

• Critical (production down) — response within 1 hour, 24×7.
• High (major feature impaired) — response within 4 business hours.
• Normal — response within 1 business day.
• Low — response within 3 business days.

Fees & payment

Fees are stated on the Order Form and are exclusive of applicable taxes. Invoices are due within 30 days of issue. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower. Subscription fees are non-cancellable and non-refundable except as required by law or as expressly stated in the Refund Policy where it applies.

Intellectual property

All rights, title and interest in the Services remain with BillBasket and its licensors. Customer retains ownership of Customer Data; BillBasket receives a limited licence to host, process, and transmit Customer Data solely to deliver the Services.

Confidentiality

Each party will protect the other's confidential information with at least the same care it uses for its own and use it only as needed under this Agreement. Obligations survive termination for three years (trade secrets, until they cease to be trade secrets).

Data protection

Processing of personal data is governed by the Data Processing Agreement, incorporated here by reference.

Limitation of liability

Neither party is liable for indirect, incidental, consequential, special, or punitive damages or for lost profits, revenue, or data. Aggregate liability is capped at fees paid in the 12 months preceding the event giving rise to the claim. Nothing in this clause limits liability that cannot be limited under applicable law (including fraud, wilful misconduct, and certain indemnities).

Warranties

BillBasket warrants that the Services will perform materially as described in their documentation. Customer's exclusive remedy for breach is timely correction of the non-conformity or, if that is not commercially reasonable, termination and a pro-rata refund of pre-paid, unused fees for the affected Service.

Indemnification

BillBasket will defend Customer against third-party claims that the Services infringe an Indian-registered IP right, subject to the liability cap. Customer will defend BillBasket against third-party claims arising from Customer Data or Customer's breach of this Agreement or applicable law.

Term & termination

The initial term is set by the Order Form and renews automatically unless either party gives written notice at least 60 days before the renewal date. Either party may terminate for material breach not cured within 30 days of written notice, or immediately on insolvency events.

Exit & data export

On termination, Customer's right to use the Services ends. BillBasket will make Customer Data available for export in a structured format for at least 30 days after termination (extendable on request). Thereafter, residual data is deleted within 90 days unless retention is required by law.

Notices

Notices to BillBasket: support@billbasket.in with a copy to the registered office. Notices to Customer: the email on the Order Form. Material notices may also be sent by registered post.

Governing law

This Agreement is governed by the laws of India. The courts at Pune, Maharashtra have exclusive jurisdiction. The parties will attempt good-faith resolution for 30 days before initiating proceedings.

General

• Assignment — neither party may assign without the other's prior written consent, except to a successor in interest in a merger, acquisition, or asset transfer.
• Severability — if any provision is held unenforceable, the remainder remains in effect.
• No waiver — failure to enforce a provision is not a waiver of it.
• Entire agreement — this Agreement, the DPA, the Order Form, and incorporated policies form the entire agreement between the parties on the subject matter.