Terms & Conditions

 

our Privacy Policy

DEFINITIONS:

“Company”; “BizBureau”;  “BizBureau Platform”, “us”; “we”; “our” shall mean BizBureau Private Limited, a company  registered under the Companies Act, 2013  having its registered office at D-77, Karam Pura, Shivaji Marg, New Delhi 110015 and Corporate Office at C-22, First Floor, C Block Community Centre, Janak Puri, New Delhi 110058 

“Website” shall mean the website, www.bizbureau.com, owned, operated and managed by the Company.

“BizBureau Platform” or “BizBureau” collectively shall mean the website www.bizbureau.com, its mobile applicaton(s), computer applications, tablet applications, software, services and other related internet based applications.

“Users” or “User” shall mean users that visit, access or get registered on the Website.

“User Account” shall be the account that the Users are required to create with the Website in order to avail the services of the Company.

“Services” of the Company, provided through the Website include overdue and regular payment receivable management which includes creating accounts,  using various templates for sending IVR, SMS, Email and Whatsapp, tools, para legal services, advisory knowledge sources etc  to its Users for the purpose of fast recoveries of its legal dues from the debtors.

“Terms” shall means Terms & Conditions or End User Licence including the Privacy Policy   in this Agreement

“BizBureau Scrore” shall be rating, points given on the basis records, matter,rate performance of businesses,  counterparty etc.

 

INTRODUCTION

This document is an electronic record in terms of Information Technology Act, 2000, the rules thereunder as applicable, and the amended provisions thereof, 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.

This document is published to set out the terms and conditions applicable to the User for accessing /using the domain name/ website   www.BizBureau.com and/or a downloadable mobile application and/or the proprietary software application, software, tablet applications,  owned by BizBUREAU Private Limited (“BizBUREAU” or “BizBUREAU Platform”) that provides the User with payment  receivables management services, including but not limited to, providing appropriate views of business data, tracking of their business transactions, obtaining reports, helping in automating various communications. (“BizBUREAU Platform”).

This document is a legally binding agreement between the User, who accesses the BizBUREAU Platform for availing the BizBUREAU Platform Services, acting by itself or through its employees, agents, advisors, representatives (collectively referred to as “you”, “your”, “User” hereinafter), for a commercial purpose only, and BizBUREAU Private Limited (referred to as “we”, “our” or “us” hereinafter).

 

2.RESPONSIBLE USE AND CONDUCT

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THESE TERMS INCLUDING PRIVACY POLICY, DISCLAIMES, OTHER POLICIES APPLICABLE IN GENERAL, AND/OR SPECIFIC AREAS OF BIZBURAU PLATFORM,  DO NOT ACCESS OR USE THE BIZBUREAU PLATFORM OR THE BIZBUREAU SERVICES PROVIDED BY BIZBUREAU PVT LTD. This document and such other rules and policies of the BizBUREAU Platform and BizBUREAU  (including but not limited to, the Terms & Conditions) as may be amended from time to time are collectively referred to below as the “Terms”. We reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms, at any time without any prior written notice to you. By accessing, browsing, or otherwise using the BizBUREAU Platform or using the BizBUREAU Services, including following the posting of changes, User agrees to accept and be bound by the Terms (as may be amended from time to time). It is your responsibility to review these Terms periodically for any updates / changes.  However, where the change in the Terms adversely affects the User, we would notify the User at least 7 prior to such change coming into effect. Please do not use the BizBUREAU Services or access the BizBUREAU Software if you do not accept the Terms or are unable to be bound by the Terms. 

It is hereby required to the User of BizBureau Platform   that they shall re-visit the BizBureau Platform User Account Terms from time to time to stay abreast of any changes that the BizBureau Platform may introduce.  Though the Terms and in English language yet BizBureau Platform may translate these Terms into other languages for convenience of the User. Nevertheless, the English version governs the relationship with BizBureau Platform, and any inconsistencies among the different versions will be resolved in favor of the English version.

By impliedly or expressly accepting these Terms or by continuing to avail the BizBUREAU Services, you also accept and agree to be bound by any amendments, updates and modifications to the Terms and the other policies (including but not limited to, Terms & Conditions as maybe amended, updated and modified from time to time.

Upon the User accepting these terms the BizBureau Platform grants and the User accept a non-exclusive, non-transferable right to use the BizBureau Platform,   submit data, view information,  upload documents, access data, text, score and rateagree specifically for the following:

(i)You are responsible for maintaining the confidentiality and secrecy of any login information associated with any account you use to access our BizBureau Platform.  User will not share User Account or Password with anyone else. It simply means, you are responsible for all activities that occur under your accounts.  The User agrees to be solely responsible and liable (to BizBureau Platform, and others) for all activity that occurs under their User Account.

(ii) To use BizBureau Platform to upload, submit, inform, view, access, analyze information, data, text, information, report etc., score and rate business/transactions/interactions/rating with a counterparty. Also, score and rate performance of such counterparty during such instances (hereinafter referred to as the "BizBureau Score");

(iii) To share or grant permission to share such Records Data, Information

(iv) To subscribe to and view Record Dataor information uploaded and made available by other users;

(v) Avail services provided in the BizBureau Platform related to the above after sign up and making applicable payments towards the charges prescribed BizBureau Platform;

(vi) Use online/offline payment services facilities given by BizBureau Platform or through third-party service providers and agreed to such third party payment rules;

(vii) User accept, allow, permit,consent,to BizBureau Platform or persons authorized or official or permitted by BizBureau Platform or other users of the BizBureau Platform to use the Data submitted by the User in the manner provided BizBureau Platform.

(viii) User allow and permit and authorise the BizBureau Platform  to use Data for commercial, non-commercial, analytical, investigation, analysis purposes or publications.

(ix) User allow and permit BizBureau Platform to Store Data for the period as per BizBureau Platform's policies and discretion and for designing its products and for providing its services.

(x) User promise to submit the truthful and genuine information, matters and documents and shall not violate any law, rules, government statute or contract including international laws. That the details submitted by you are true and correct and BizBureau Platform can rely on it for providing the services sought by you through the BizBureau Platform and any consequence of providing wrong information is at your own risk. BizBureau shall not have any responsibility or liability to you or any third party due to your acts or the information which you upload or any of its exploitation in the BizBureau Platform.

(xi) The User agree and understand that the BizBureau Platform has not made any representations or assurances or promises or guarantee on behalf of any parties and/ or authorities, government, regulatory bodies, and judicial authority.

(xii) BizBureau Platform is in any way associated with any Government Department and purely a private organisation to facilitate business functioning 

(xiii) User warrant,represent and agree that user is at least eighteen years of age, entity existing in India, fully capable and competent to understand and agree the terms and conditions. 

(xiv) User has legal business and legal payment dues from the counterparty

(xv) The User understands that whether or not Information is published, the BizBureau Platform does not guarantee any confidentiality concerning the information of the User in the BizBureau Platform. If the information is required to be maintained as confidential, The User is required to maintain the same. The BizBureau Platform shall not liable or responsible for breach of User's obligations. Further, by receiving the Information on BizBureau Platform, it relies on the representation that the User has shared it in compliance with law and contract applicable for such acts.

(xvi) The User grant to BizBureau Platform and/or the other users of BizBureau Platform (as may be agreed by BizBureau Platform) a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, data mining, publish, translate and distribute Information on and concerning BizBureau Platform and any successor website / reproduce, store, government. The User also grants to BizBureau Platform the right to sub-license the rights licensed to the BizBureau Platform under this section.

(xvii) The User understands and agrees that the Information uploaded may be used by any third person. The BizBureau Platform shall be entitled to disclose the source at its sole discretion.

(xviii) The User also understands and agrees that they are solely responsible for their Information and the consequences of posting or publishing it. BizBureau Platform does not endorse any information or any opinion, recommendation, or advice expressed therein, and the BizBureau Platform expressly disclaims all ownership and liability in connection with Information or use of it by any person.

(xix) You represents, warrants and agrees that you shall be solely responsible for obtaining all necessary third party licenses and permissions (if any required) regarding any User Content that you submit, post or display and that User does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal rights of any third party.

(xx) User will share any third-party Information shared is with due consent and permission from the concerned person.  The BizBureau platform will not be in any manner responsible for any such activities done by user.

(xxi) User shall cooperate in any investigation or information sought by any government agncy if any

(xxiI) The User agrees and undertakes to indemnify, defend and hold harmless BizBureau Platform and all its officers, directors, promoters, employees, agents, and representatives against any and all loss and claims arising from any Information uploaded on BizBureau Platform or by use of BizBureau Platform.

3.RESTRICTED ACTIVITIES

User  represent, warrant, assure and agree that User will not:

(i) Not to use BizBureau Platform for any  illegal purposes or activities;

(ii) Not to upload any promotional material or advertisement to the User Account;

(iii) post or transmit any message, data, image, malware, virus or program which violates any law or IT policy;

(iv) Infringe BizBureau Platform's or any third party's intellectual property rights or privacy;

(v) User will not copy, reproduce, download, re-publish, sell, distribute, or resell any BizBureau Platform services or any information, text, images, graphics, video clips, files, database etc  and not being User’s own proprietary information without the written permission from the BizBureau.

(vi) User will not share any information and data on BizBureau platform which does not belong to him or which is illegal, harmful, harassing, defamatory, obscene, pornographic, libellous, invasive of anothers’s privacy.

(vii) Upload any information which is in contempt of any court or breach of any court order; or discriminates based on age, sex, religion, race, gender; harassing, invasive of another's privacy, blasphemous; in breach of any contractual obligations or consists of or contains any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage; or constitutes spam; or is grossly harmful, offensive, deceptive, fraudulent, threatening, abusive, hateful, harassing, anti- social, menacing, hateful, discriminatory or inflammatory; or causes annoyance, inconvenience or needless anxiety to any person; or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or harm minors in any way or otherwise unlawful in any manner whatever;

(viii) will not upload any case/invoice/bill/matter, which is alredy under consideration with any hob’ble Court.

(ix) Not to upload any information that threatens the unity, safety,   integrity, defense, security or sovereignty of any country, or public order or causes incitement to the commission of any cognizable offense or prevents investigation of any offense or is insulting any nation; against any caste or religion or group of people,

(x) by any means,  uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code or file with contaminating or destructive features;

(xi) Use any robot, spider, other automatic devices, or manual process to monitor or copy BizBureau Platform

(xii) Interfere or disrupt BizBureau Platform or networks connected therewith;

(xiii) Take any action that imposes an unreasonably or disproportionately large load on BizBureau Platform's infrastructure/network;

(xiv) Use any device, software or routine to bypass BizBureau Platform's robot exclusion headers, artificial intelligence or interfere or attempt to interfere, with BizBureau Platform;

(xv) Sell/ sub-license the Information or data, or software associated with or derived from the BizBureau Platform;

(xvi) Use the facilities and capabilities of the BizBureau Platform to conduct any activity or solicit the performance of any illegal activity or other activity which infringes the rights of others;

(xvii) Breach any terms or any other policy of the BizBureau Platform;

(xviii) Provide false, inaccurate, or misleading information to the BizBureau Platform.

 

4.LIMITATION OF LIABILITY

(i) In conjunction with the Limitation of Warranties , you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of products and/or services. www.bizbureau.com or its parent company BizBureau Pvt Ltd will not be liable for any direct, indirect, incidental, consequential or exemplary loss or damages which may be incurred by you as a result of using our BizBureau Platform, or as a result of any changes, data loss or corruption, cancellation, loss of access, or downtime to the full extent that applicable limitation of liability laws apply.

(ii) To the maximum extent permited by law, the BizBureau Platform provided by BizBureau Pvt Ltd are provided by “as is”, “as available”  and “with all faults”, and BizBureau hereby expressly disclaims any and all warranties, express or iplied, including but not limited to, any warranteis of conditions, quality, durability, performance, accuracy, reliability, fitness or merchantability for a particular purpose.  All such warranties, representations, conditions an undertaking are hereby excluded.

(iii) To the maximum extent permitted by law, BizBureau makes no representations or warranties or guarantee about the validity, accuracy, correctness, reliability, quality, stability, completeness, or accurateness of any information provided on or through BizBUREAU Platforms.

(iv) Notwithstanding the above, and more specifically, BizBureau shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including without limitation, damages for loss of profits, goodwill, use, data or other intangible losses, injury,  costs, claims, penalties, fines, liabilities, expenses, including all court costs, court fees and legal fees arising out of:

  1. Use or inability to use the BizBUREAU Services and BizBUREAU Platform;
  2. Cost of getting substitute services;
  3. any data, information or services purchased or obtained or messages received or transactions entered into while availing BizBUREAU Services and BizBUREAU Platform .
  4. disruption or delay in accessing the BizBUREAU Platforms and/or availing the BizBUREAU Services for any reason including internet failures, electrical power failures, computer, telecommunications or any other equipment failures, whether attributable to BizBureau, User or any of User’s business affiliates’;
  5. any edits made to the communications sent by the User, using the BizBUREAU Platforms and BizBUREAU Services;
  6. any payments / collections or financial / business transactions pursuant to the use of the BizBUREAU Software.

(iv) To the fullest extent permitted by law, the aggregate liability of BizBureau and BizBureau’s officers, directors, partners, employees and other representatives, for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and other costs shall be limited to  the value of the loss or maximum of INR 5000 (Indian Rupees Five Thousand only) whichever is less. It is intended that this limitation shall apply to any and all liability or cause of action however alleged or arising unless otherwise prohibited by law.

5.TERMINATION OF USE

You agree that we may, at our sole discretion, suspend or terminate your access to all or part of our website and BizBureau Platform with or without notice and for any reason, including, without limitation, breach of this User Agreement. Any suspected illegal, fraudulent or abusive activity may be grounds for terminating your relationship and may be referred to appropriate law enforcement authorities. Upon suspension or termination, your right to use the BizBureau Platform will immediately cease, and we reserve the right to remove or delete any information that you may have on file with us, including any account or login information.

6.NO WRRANTIES, LIABILITY, INDEMNIFICATION 

By agreeing to this BizBureau Platform User Account Terms the User consent to the following

(i) The BizBureau Platform gives or makes no representation or warranty (either express or implied) as to the suitability of web-application or software or technology integrations or services or its contents for any purpose or the completeness, accuracy, reliability, security or availability nor do they accept any responsibility arising in any way.

(ii) The BizBureau Platform in no event shall be liable to a User (or to any third party claiming under a User or otherwise) for any indirect, special, incidental, consequential, or exemplary damages arising from the use of, or inability to use BizBureau Platform. These exclusions would apply to any claims for loss of revenue or profits, lost data, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damages or losses, even if the BizBureau Platform knew or should have known of the possibility of such damages.

(iii) The User agrees to defend, indemnify and hold BizBureau Platform, and parties/persons acting under it harmless from and against:

  • (A) Any claims, actions, demands, liabilities, judgments, and settlements, including without limitation, reasonable legal fees resulting from or alleged to result from the use of BizBureau Platform in any manner;
  • (B) Any loss, costs, damages, expenses, and liability caused by the use of BizBureau Platform;
  • (C) Violation of any rights of a third party through the use of BizBureau Platform; and
  • (D) Any indirect, special, incidental, remote, punitive, exemplary, or consequential damages arising out of User's acts.

7.FEES

By accepting the terms of this BizBureau Platform User Account Terms, the User agrees as follows:

(i) The BizBureau Platform shall be entitled to charge membership fees, license fee or service fee, success fees or subscription fee or such other fee for services offered by the BizBureau Platform or through it.

(ii) The service terms applicable for the particular service or a schedule of charges in the BizBureau Platform shall have the applicable license fee or service fee or subscription fee or such other fee (as may be applicable).

(iii) The fee paid by the User to the BizBureau Platform (if any) shall not be refundable.

(iv) The fee shall be paid along with the applicable taxes, cess, duties fee, statutory fees etc (including Goods and Service Tax).

(v) The User shall produce proof of tax withholding/deductions made to comply with applicable law.

(vi) The User shall not be entitled to a service through the BizBureau Platform due to non-payment of a fee; the User may need to comply with other norms.

(vii) In case of non-payment of any fee the user may be prohibited from accessing and using BizBureau Platform.

8.REFUND AND CANCELLATION POLICY

A request once made by Uswer shall not be cancelled and no charges relating to such order shall be  I/we also understand that BizBureau Private Limited may also refund the charges in an event of cancellation of paid subscription services on a case by case basis. I/we understand the need to contact BizBureau customer support with a valid request to cancel the subscription and only after conducting necessary due diligence BizBureau  Private Limited, on a case to case basis cancel the subscription and refund the subscription amount. I/we also understand that the refund amount will be calculated on the pro-rata basis depending on the length of time of the subscription services used and the usage policy. The refund will always be credited to the original mode of payment.

9. PAYMENT OPTIONS 

The various terms & conditons for payments are as follow;

(a) The BizBureau Platform may provide options to make payment for services from and through the BizBureau Platform or for services from third parties.

(b) It is informed to the User that the BizBureau Platform may use third parties for facilitating such payments possible, the transaction for making payments will be further subject to the terms of such third parties and the banks or NBFCs involved in the payment processing.

(c) The User is also informed that the request and the process of making payment and/or payment made shall be irrevocable and unalterable and shall take most of the care to ascertain each detail.

(d) The User shall understand that the BizBureau Platform does not undertake to refund the same or arrange to refund the same. The User shall be solely responsible and liable for such payments.

(e) The User agrees to pay the success fees as per plan opted by them and will pay the thus payment to BizBureau through netbanking or any other medium.   .

(f) The BizBureau Platform disclaims any liability on behalf of the banks, payment service providers, network, or any other person or ambiguity in the payment process of failure of transaction or non-refund, etc.

10. TERMINATION WITHOUT PREJUDICE TO ANY OTHER RIGHTS 

The BizBureau Platform may terminate this BizBureau Platform User Account Terms if a User fails to comply with any terms or condition of this BizBureau Platform User Account Terms or in case BizBureau Platform wish to withdraw any access or services for any reasons.

11. LAW, JURISDICTION AND DISPUTE RESOLUTION 

(a) The laws of India, without regard to its conflict of laws rules, will govern these BizBureau Platform User Account Terms, as well as User's and BizBureau Platform's observance of them.

(b) If User take any legal action relating to User's use of the BizBureau Platform or these terms, the same shall be subject to the exclusive jurisdiction of courts located in Delhi, India.

(c) In case the User has any disputes with the BizBureau Platform, User may raise User's issues to the BizBureau Platform and request for mediation.

(d) If the matter is not resolved through such mediation, the same may then be settled by Arbitration by a single Arbitrator appointed by the BizBureau Platform. The Arbitration shall be held following the provisions of the Arbitration and Conciliation Act, 1996. The language of the Arbitration shall be in English, and the place of Arbitration shall be Hyderabad India.

12. BREACH OF THE END USER TERMS 

Without prejudice to BizBureau Platform's other rights, if User breach any of the terms and, in any way, or if BizBureau Platform suspect that User has breached these terms in any way, BizBureau Platform may

(i) Send User one or more formal warnings/notices;

(ii) Temporarily suspend User's access to BizBureau Platform and services;

(iii) Permanently prohibit User from accessing BizBureau Platform and services;

(iv) Block computers using User's IP address from accessing BizBureau Platform and services;

(v) Initiate legal action against User, whether for breach of contract or recovery of amounts due or damages or otherwise;

(v) Notwithstanding anything to the contrary contained this these terms after termination or suspension of services or discontinuance of User Account on BizBureau Platform pursuant to User's breach or otherwise, User will not be entitled to refund of any fee or charges paid, nor shall be discharged from any pending obligation accrued in favor or BizBureau Platform or by availing any services through BizBureau Platform.

13. FORCE MAJEURE

(i)  Under no circumstances shall BizBureau Pvt Ltd be held liable for any delay or failure or disruption of the content or services delivered through the BizBUREAU Platforms and/or operation of the BizBUREAU Platform, resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, epidemics, pandemics, lock-downs, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.

 14. INTELLECTUAL PROPERTY RIGHTS

(i)  BizBureau is the sole owner or lawful licensee of all the rights and interests in the BizBUREAU Platforms, and the BizBUREAU Software content. All title, ownership and intellectual property rights in the BizBUREAU Platforms and the BizBUREAU Software Content shall remain with BizBureau Pvt Ltd or licensors of the BizBUREAU Software Content, as the case may be. All rights not otherwise claimed under the Terms or by BizBureau are hereby reserved.

(ii)  “BizBureau” and any other related icons and logos  are service marks of BizBUREAU Private Limited, in various jurisdictions and are protected. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.

15.MISCELLANEOUS:
Entire Understanding: These Terms, along with the Privacy Policy and Disclaimers constitute the entire understanding between you and the Company and governs your use of the Website. Waiver: The failure of the Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. Severability: If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.

16. DECLARATION : 

BizBureau or BisBureau Platform is not a Government body or portal.  Its purely a private organisation to facilitate and advise the MSME sector in India.

 17. NOTICES ;

(i) All legal notices or demands to or upon BizBureau Pvt Ltd shall be made in writing and sent to BizBureau personally, by courier, certified mail, or facsimile to the following entity and address: BizBUREAU Private Limited, C-22, First Floor, C Block Community Centre, Janak Puri, New Delhi 110058

Attention: Legal Department. The notices shall be effective when they are received by BizBureau in any of the above-mentioned manner.

(ii) All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Udaan, or SMS, WhatsApp messages, or in-app notifications, or by posting such notice or demand on an area of the BizBUREAU Platforms that is publicly accessible without a charge or through such other mode of communication as BizBureau may deem fit in its discretion. Notice to a User shall be deemed to be received by such User if and when, a) BizBureau is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or b) immediately upon BizBureau posting such notice on an area of the BizBUREAU Platform that is accessible by the User or publicly accessible without charge .

 18. GENERAL PROVISIONS

(i) Subject to any terms & conditions, the Terms constitute the entire agreement between User and BizBureau with respect to and govern User’s use of the BizBUREAU Platforms and BizBUREAU Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

(ii) BizBureau and User are independent contractors, and no agency, partnership, joint venture, employee-employer relationship is intended or created by the Terms.

(iii) If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

(iv)  BizBureau’s failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right nor a waiver of BizBureau’s right to act with respect to subsequent or similar breaches.

(v) BizBureau shall have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of BizBureau). User may not assign, in whole or part, the Terms to any person or entity.

(vi) The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Delh, India.