Terms of Service

Updated on 24th October, 2024 | Version 1.0
 
 
  1. Definition and Interpretations

    For the purposes of this Terms of Service the following words and phrases shall have the following meanings:

    1. “Affiliate” shall mean, with respect to a Party, any entity controlling, controlled by, or under common control with such Party. For these purposes, “control” shall refer to: (i) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise; or (ii) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other ownership interest of an entity.
    2. “Confidential Information” means any and all confidential information of any kind disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, whether disclosed orally, visually, in writing or in any tangible or electronic form or media, and including, but not limited to, research and development, technology, trade secrets, know-how, proprietary information (whether or not reduced to writing), inventions (whether or not patentable), licenses, software, programs, prototypes, designs, analysis codes, discoveries, techniques, methods, ideas, concepts, data, engineering and manufacturing information, procedures, specifications, diagrams, drawings, schematics, and any and all other technical, commercial, scientific and other data, processes, documents or other information or physical object, and including confidential information of any Third Party which is disclosed to the Disclosing Party and is in turn disclosed to the Receiving Party or learned by the Receiving Party through visual or other inspection.
    3. “Customer” means the beneficiary of the Services delivered by the Service Provider as per the terms agreed upon in the Order Form.
    4. “Effective Date” means the date on which the Parties execute the Order Form.
    5. “Intellectual Property” means and include but not be limited to creative, catalogues, concepts, creations, discoveries, designs, pictures, inventions, ideas, patents, improvements, trade or business secrets; utility models, tools, devices, models, methods, procedures, processes, systems, principles, software programs, algorithms, works of authorship, flowcharts, drawings, books, papers, models, sketches, hoardings, banners, charts, formulas, proprietary techniques, research projects, training modules, training techniques and other confidential and proprietary information, databases, data, documents, instruction manuals, records, memoranda, notes, whether or not registered, or copyrightable, or patentable, or any written or verbal instructions or comments.
    6. “Intellectual Property Rights” means collectively or individually, the following worldwide intangible legal rights, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all divisions, re-issues, re-examinations, utility model and design patents/ rights or any extensions thereof; (ii) rights associated with works of authorships, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights relating to the protection of trade secrets and confidential information; (iv) all other intellectual property rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained; and (v) proprietary information, proprietary processes, software, technical information, data, databases (including but not limited to customer data, sales data, etc.), process technology, plans, formulae, algorithms and blue prints etc.
    7. “Order Form” means and refers to the written or electronic document, agreed upon by the Customer and the Service Provider, that outlines specific terms related to the Customer’s purchase of the Services.
    8. “Representatives” means the respective, officers, directors, employees, and agents of each Party and those of its Affiliates.
    9. “Services” means the services to be performed by the Service Provider as outlined in the Order Form.
    10. “Service Provider” refers to Felurian Technology Private Limited that is responsible for delivering the Services outlined in the Order Form or any other agreement with the Customer.
    11. “Third Party (ies)” means any party other than the Service Provider, the Customer and their respective Representatives and Affiliate(s).
    12. In this Term of Service, the Customer and Service Provider shall be collectively referred to as the “Parties” and individually as the “Party” as the context may require.
    13. In the Terms of Service (unless the context requires otherwise):
      • Any reference herein to any annexure is to the Order Form executed between the Parties unless the context otherwise requires. The Order Form shall be deemed to form part of the Term of Service and will be deemed to incorporate the terms and conditions of this document, 
      • To the extent there is any inconsistency or conflict between the terms of the Terms of Service and the terms of the Order Form, the Parties shall resolve any such inconsistency or conflict to the benefit of the Service Provider.
      • To the extent there is any inconsistency or conflict between the terms of the Order Form and the Terms of Service, the terms of the Order Form shall supersede that of the Terms of Service. 
  2. Engagement and License
    1. The Customer hereby engages the Service Provider on a non-exclusive basis to provide the Services, from the Effective Date.
    2. The Service Provider shall provide the Services on the terms agreed under the Order Form, the said Order Form forming integral part of this Terms of Service and shall be read and relied upon by the Parties for interpreting this Terms of Service.
    3. As a part of the Services, and subject to the confidentiality clause mentioned hereinbelow, the Service Provider may offer/grant the use of a software, codes, digital material or any other peripheral data to the Customer to use in its website (“License”).
    4. Setup of the software, codes, digital material or any other peripheral data is provided for independent use, either in CD or in form of integration of the software, codes, digital material or other digital peripheral to the third party /vendor or courier partners. The Customer is allowed to use the copy of device and software driver media for his own use only.
    5. The software, codes, digital material or any other peripheral data is a proprietary and registered Intellectual Property of the Service Provider. The rights to distribute, post, modify, reproduce are reserved with Service Provider. 
    6. The Customer shall provide required access or data to the Service Provider. Subject to the confidentiality clause such data shall be used by the Service Provider only to execute the deliverables in terms of the Order Form and this Terms of Service. However, it is clarified that the Service Provider cannot claim any ownership right over the data provided by the Customer for the execution of deliverables.
  3. Fee and Payments
    1. For and in consideration of the Services performed by the Service Provider, the Customer agrees to pay the fee for use of the software and Services to the Service Provider as specified under the Order Form (“Service Fee”).
    2. Any additional services provided by the Service Provider will be charged at such rates as mutually agreed with the Customer in advance in writing.
    3. The Service Fee for the Services provided by the Service Provider shall be subject to an annual price escalation of ten percent (10%). 
    4. The payment for each invoice issued by the Service Provider towards the Service Fee, or for any additional services agreed to between the Parties, shall fall due within seven (7) days from the date of the invoice, unless otherwise agreed in writing. In the event the payment under any invoice is not received within the specified due date, the Service Provider reserves the right to charge interest on the overdue amount at a rate of 18% per month, calculated from the due date until the date of actual payment.
  4. Personnel provided by the Service Provider

    If in relation to the performance of the Services, the Service Provider deputes personnel at the office of the Customer (the “Personnel”), the Customer shall ensure that proper working conditions are provided to the Personnel. The Personnel shall be provided adequate place to perform the Services. There shall be no interruption by the Customer while the Personnel are performing their Services.

  5. Acceptable Use
    1. The Customer shall not use the Services to promote, sell, or distribute illegal goods, including materials, products, or information that promote or enable illegal acts. All products and services offered through the website/platform of the Customer must comply with all applicable laws and regulations, including but not limited to all laws of India. 
    2. The Customer is responsible for the content of any postings, questionnaire, data, or transmissions made, by the Customer or its user, using the Services, and the Service Provider does not moderate or assume responsibility for such content. Further, the Customer hereby represents and warrants that it: (i) shall not use the Services in a manner that is prohibited by any law or regulation and refrain from engaging in any illegal, abusive, or harmful activities.; and (ii) shall be responsible for its acts or omissions, which may result in any damage or loss including but not limited to, disparagement, installation of malware, circumventing, disabling, or otherwise interfering with security-related features, etc. of the software/platform/codes etc. made available under the License, unless such loss or damage is caused by the Service Provider’s negligence or breach of its obligations under the Order Form and/or this Terms of Service or applicable laws, and the Service Provider shall take reasonable steps to ensure the secure and proper functioning of the said software/platform/codes etc.
  6. Term and Termination
    1. This Terms of Service shall be deemed to commence on the Effective Date and shall continue in full force unless terminated by both Parties in writing except as earlier terminated in accordance with the provisions below.
    2. This Terms of Service may be terminated in advance by either Party without the other Party being entitled to any indemnity whatsoever, in case the other Party is in breach with this Terms of Service except for the breach of confidentiality and intellectual property obligations, and does not correct such breach within thirty (30) days after having received a written notice of such breach from the terminating Party. It is clarified that the reasons for termination must be written in the notice.
    3. However, should the Terms of Service be terminated in terms of Clause 5.2 hereinabove, it is expressly agreed that the Customer shall pay the Service Provider any Service Fees for any Services performed until the expiry of the notice, prorata temporis.
    4. The Service Provider shall be entitled to terminate the Terms of Service with immediate effect by notice in writing to the Customer, in the event the Customer (i) breaches its confidentiality and / or intellectual property obligations as set out in this Agreement; (ii) ceases to do business as a going concern without an assignment of its rights and obligations to a successor-in-interest; (iii) applies for or consents to the appointment of a trustee, receiver or other custodian, or makes an assignment for the benefit of creditors; (iv) becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; or, (v) subject to applicable law, commences or has commenced against it any bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings and, if such case or proceeding is commenced against it (under sub-clause (ii) to (v)), such case or proceeding is not dismissed within thirty (30) days thereafter.
    5. The Customer agrees and acknowledges that the Service Provider is a Micro Enterprise (Udyam Registration No. UDYAM-DL-03-0007386) under the Micro, Small and Medium Enterprise Development Act, 2006, and hence, if the Customer delays in making payments due to the Service Provider beyond a period of 45 (Forty-Five) days  from the invoice date, the Service Provider shall be entitled to suspend the Services and the access to the software/platform, after providing a prior written intimation of 7 (seven) days to make payment without any liability whatsoever for any period during which such default subsists. The Service Provider shall resume the Services and the software/platform access back on receipt of the full outstanding dues from the Customer. It is clarified that suspension / termination due to the default of the Customer shall not relieve the Customer of its payment obligations.
  7. Confidentiality
    1. For the purposes of this Terms of Service, “Disclosing Party” means the Party which discloses Confidential Information to the other Party, and “Receiving Party” means the Party which receives Confidential Information from the Disclosing Party.
    2. Any Confidential Information disclosed by the Disclosing Party to the Receiving Party, shall be considered and treated by the Disclosing Party in the same manner the Receiving Party considers and treats its own Confidential Information in order to prevent their divulgence or unauthorized use.
    3. Therefore, the Receiving Party agrees and undertakes:
      • to use the Confidential Information only for the purpose and the performance of the Services;
      • not to disclose the Confidential Information, in whole or in part, directly or indirectly to any Third Party, including its Affiliates;
      • not to use the Confidential Information in a manner inconsistent with this Terms of Service or the Order Form;
      • not to assign, license, sublicense, market, transfer or loan the Confidential Information, directly or indirectly to any Third Party, without obtaining the prior written consent of the Disclosing Party. However, the Service Provider can use such data for providing better and heightened services to its users online.
      • to disclose the Confidential Information only to those of its employees and/or Representatives who have a need to know the Confidential Information for the purposes of the Services, provided the Receiving Party ensures that the employees and/or Representatives agree to be bound by similar non-disclosure obligations.
    4. Such confidentiality provisions shall remain in full force and effect as from the Effective Date for an indefinite period of time as long as none of the exceptions set out above applies.
    5. In the event that Confidential Information has been disclosed to the Receiving Party before the Effective Date the Receiving Party confirms that it has acted in accordance with the terms of this Terms of Service and further agrees that such Confidential Information disclosed before the Effective Date shall be subject to the terms and conditions herein contained.
    6. The Receiving Party further agrees to keep confidential the terms of the Order Form and the subject matter of the Services contemplated herein.
    7. Upon termination or cancellation of the Order Form, the Receiving Party shall destroy (with notice to the Disclosing Party certifying such destruction) or return any and all data, notes, summaries, reports (including the final report) and other documents and destroy electronics data, containing Confidential Information.
    8. Notwithstanding the foregoing, the obligation of confidentiality shall not apply to any disclosure (i) of information that is in or enters the public domain other than by reason of a breach by a Party; or (ii) of information that was in the possession of the Receiving Party prior to disclosure under the Order Form, as evidenced in writing, except to the extent that such information was unlawfully appropriated; or (iii) of information which has been independently developed as a result of the efforts of Receiving Party and not as a direct or indirect result of the disclosure of Confidential Information by the disclosing Party; or (iv) of information that was rightfully disclosed to it by a Third Party, the disclosure of which to the Receiving Party does not, violate any contractual or legal obligation such Third Party has to the Disclosing Party with respect to such information that the Receiving Party is aware of. The Receiving Party may make disclosures required by law or court order provided the Receiving Party uses diligent reasonable efforts to limit disclosure and has allowed the Disclosing Party to seek a protective order or appropriate remedy. Notwithstanding the above, it is clarified that the software, codes, digital material or any other peripheral data that is provided as part of the Services shall not be disclosed without the prior written consent of the Service Provider.
    9. The Customer acknowledges that the Service Provider is an Indian entity and hence, shall comply with Indian data protection laws only.
    10. Notwithstanding anything contained in this Terms of Service or the Order Form, the Receiving Party agrees and acknowledges that any disclosure by the Receiving Party of the Confidential Information of the Disclosing Party in breach of this Terms of Service may cause disclosing party irreparable harm and that any breach or threatened breach of this obligation by the Receiving Party will entitle the Disclosing Party to injunctive relief, in addition to any other legal or equitable remedies available to it, in any court of competent jurisdiction. The Receiving Party agrees to indemnify the Disclosing Party against any loss, costs, damages or expenses that may be suffered by the Disclosing Party by reason of non-observance of the obligations foregoing on the part of the Receiving Party.
    11. The Confidentiality clause shall survive any termination or expiration of the terms of the Order Form.
  8. Marketing Publication and Data Protection
    1. Subject to the confidentiality clause mentioned above, the Service Provider may use the Customer’s publicly available information in connection to any publication, marketing or promotion without the users/clients prior, written consent on any digital and offline medium. This usage shall not require the Customer’s prior written consent. Further, the Service Provider may use aggregated and anonymized data derived from the Customer's usage of the Services for developing predictive algorithms and enhancing service offerings. Such data will be processed in compliance with applicable data protection laws and will not be identifiable to any specific individual. However, the Service Provider does not claim any ownership right over the material or name so used for publication, marketing or promotion.
    2. The Customer shall be responsible for complying with the provisions of the applicable laws in relation to data protection including but not limited to the Digital Personal Data Protection Act, 2023 and any rules made thereunder in relation to sharing of information of its clients /customers with the Service Provider, as well as obtaining consents from its clients / customers in relation to the usage of the same by the Service Provider. 
  9. Representations and Warranties
    1. The Service Provider and Customer, as applicable, represent and warrant that:
      • It is a legally incorporated entity in accordance with applicable laws;
      • It has obtained all necessary internal as well as governmental and statutory licenses and approvals necessary for the execution of the terms under the Order Form and the conduct of its business;
      • The Service Provider has all the necessary expertise to perform the Services;
      • The Service Provider shall always provide the Services to the Customer in a professional and workmanlike manner;
      • The Customer will not use the License in a manner that is prohibited by any applicable laws, or to facilitate the violation of any applicable laws.
      • The Customer will not violate or tamper with the security of the software/platform. The Customer acknowledges and agrees that if the Service Provider has reasonable grounds to believe that the Customer is utilizing the License for any such illegal or disruptive purposes, the Service Provider shall be entitled to suspend the Services and access to the License immediately. 
      • The Customer shall ensure that access to the Software is only provided to the Customer’s authorized employees and/or Representatives.
      • The Customer will not permit any users/employees/Representative to: (a) copy the software/platform; (b) modify, translate or otherwise create derivative works of the software/platform; (c) disassemble, decompile, or reverse engineer the object code or source code of the software/platform; (d) reproduce or copy in whole or part the software/platform; or (e) publish, or otherwise make available to any third party, any benchmark testing information, or results. 
      • The Customer has procured adequate consent of its users in accordance with all the applicable laws to share their data with the Service Provider for providing the Services in terms of the Order Form and this Terms of Service; (ii) it shall be liable for any claims arising out of breach of applicable data protection laws for breaches attributable to the Customer.
      • There are no pending or threatened legal proceedings against it before any judicial or quasi-judicial forum whatsoever and further that there are no existing or proposed contracts and/or agreement that may affect its performance hereunder; and it shall comply with all applicable laws in the performance of its obligations hereunder.
      • Both Parties warrant that neither it or its employees or associates shall hereunder disclose any information which to their knowledge is the secret, confidential or proprietary information of a third party whether a person, a firm or a corporation.
  10. Intellectual Property
    1. The Service Provider expressly reserves all rights, title, and interest in and to the software/platform licensed to the Customer. It is acknowledged that all rights, title, and interest in the software/platform/codes etc. will remain the sole property of the Service Provider and that the software/platform is licensed to the Customer and not "sold" to the Customer.
    2. The Customer hereby grants the Service Provider a non-exclusive, royalty-free, and revocable license to use the Customer’s name and logo for the limited purpose of displaying it as part of the Service Provider’s client list, marketing materials, and presentations related to the Services provided under the terms of the Order Form. The Service Provider agrees to use the Customer’s name and logo in accordance with any brand guidelines provided by the Customer.
  11. Force Majeure
    1. Neither Party shall be liable for a default under the terms of the Order Form resulting from acts or events beyond the reasonable control of such party, if performance or any obligation therein is prevented, restricted or interfered with by causes beyond either Parties reasonable control (force majeure), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligation of such Party invoking such provision shall be suspended to the extent necessary by such event. 
    2. The word force majeure shall include, without limitation act of God, fire, explosion, vandalism, pandemic, epidemic, storm or other similar occurrences orders or acts of civil or military authority or by national emergencies, insurrections, riots, or wars or strikes, lock-outs, work stoppages. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such cases are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party or its employees, Representatives or Affiliates.
    3. If an event of force majeure occurs, neither Party shall be responsible for any damage, increased costs or loss which the other Party may sustain by reason of such a failure or delay of performance, and such failure or delay shall not be deemed a breach of the Terms of Service. 
  12. Conditions and Services
    1. The Customer is required to provide accurate and correct personal information while registering to use the Services rendered by the Service Provider and agrees to keep it up-to-date.
    2. The Service provider has the right to verify the information provided by the Customer in reasonable circumstances if required.
  13. Indemnity
    1. The Customer hereby undertakes and agrees to indemnify, defend, and hold harmless the Service Provider including its Representatives from and against losses arising including but not limited to, because of:
      • breach or non-performance of any of its undertakings, representations, warranties, covenants, or obligations under the Order Form or this Terms of Service.
      • breach of confidentiality and/or intellectual property rights obligations; or
      • any act of negligence, omission, misrepresentation, default, misconduct, or fraud.
  14. Limitation of Liability
    1. Except for willful misconduct or gross negligence, neither party shall be liable under any section or subject matter of the order form or this terms of service, nor under any cause of action or theory of liability, whether in contract or tort (including negligence), even if advised of the possibility of such damages, for any indirect, incidental, special, exemplary, or consequential damages, or for any penalties, claims for lost data, revenue, profits, costs of procurement of substitute goods or services, or loss of business opportunities arising out of the terms of the order form or this terms of service. This applies regardless of whether such damages were foreseeable and regardless of whether such party had been advised of the possibility of such damages, and despite the failure of any agreed or other remedy to achieve its essential purpose.
    2. The service provider, its representatives and affiliate(s) shall in no circumstances whatsoever be under any liability whatsoever to the customer for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on the part of courier partners, their agents, respective representatives and affiliate(s) while acting in the course of or in connection with the courier or goods or material, even if the service provider has been advised of the possibility of such damages. The customer specifically acknowledges that the service provider shall not be liable for any conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with the customer.
    3. In no event shall the service provider’s total liability hereunder exceed the amount payable by the customer to the service provider during the preceding six (6) months. Notwithstanding the above, the limitation on liability shall be inapplicable in the event of (i) breach of data protection obligations by the customer and (ii) breach of confidentiality obligations and intellectual property rights qua the service provider by the customer.
  15. Notices

    Any notices required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given: (a) upon delivery, if delivered by hand; (b) upon delivery, if transmitted by courier; and (c) immediately, if delivered by electronic mail. The address for such delivery of notices shall be the address specified above or such other address as a Party may specify for this purpose. The other Party shall be notified in case there is a change in the address.

  16. Survival

    Notwithstanding the expiry of or earlier termination of the terms of the Order Form and the Terms of Service, such provisions of the Order Form or this Terms of Service as are intended by the Parties to remain binding upon them despite the expiry or earlier termination hereof, shall continue to remain binding and enforceable against the Parties hereto and shall accordingly be deemed to have survived the expiry or earlier termination hereof as the case may be.

  17. Severability

    If any provision of the Order Form or this Terms of Service is held to be invalid, illegal or unenforceable in any respect: (a) such provision shall be fully severable from the Order Form and/or this Terms of Service and the remainder of the Order Form and this Terms of Service shall remain in full force and effect; and (b) in lieu of such provision, the Parties agree to add to the Order Form and this Terms of Service, a valid, legal and enforceable provision as similar in intent to such invalid, illegal or unenforceable provision as permissible under applicable law.

  18. Entire Terms of Service and Amendment

    The Order Form and this Terms of Service constitutes the entire agreement between the Parties with respect to the subject matter hereof and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of the Order Form and this Terms of Service. The Order Form and this Terms of Service supersedes any prior written or oral agreement between the Parties. Any amendments to the Order Form and the Terms of Service shall be effective only if it is in writing and signed by both Parties.

  19. Waiver of Contractual Rights

    The failure of either Party to enforce any provision of the Order Form and/or this Terms of Service shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with every provision thereunder.

  20. Construction and Interpretation

    The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both Parties in a mutual effort.

  21. No Assignment or Sub-contracting

    Neither Party shall assign or subcontract in whole or in part or any benefit of any legal or equitable interest under the Order Form or herein without the prior written consent of the other Party.

  22. Nature of Terms of Service

    Nothing in the Order Form and this Terms of Service is to be construed to make either Party a partner, an agent or legal representative of the other Party for any purpose. Neither Party shall have any right or authority to accept any service of process or to receive any notices on behalf of the other Party or to enter any commitments, undertakings, or agreement purporting to obligate the other Party in any way, or to amend, modify or vary any existing agreement to which the other Party may be a party.

  23. Dispute Resolution and Governing Law
    1. The Parties shall endeavor to settle any Dispute through friendly consultations and negotiations amongst the Parties. “Dispute” means any dispute, difference, controversy, or question arising in connection with the interpretation, performance, termination of the Order Form and/or this Terms of Service, or otherwise in connection with them.
    2. If no settlement can be reached through consultations of the Parties within fifteen (15) days of the Dispute, either Party may, by delivering a notice of the Dispute to the other Party, refer the matter to be settled by arbitration by a sole arbitrator to be jointly appointed by the Parties to the Dispute.
    3. All arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996 which is deemed to be incorporated herein by reference. The award shall be final and binding and may be enforced in any appropriate jurisdiction. The arbitrator shall decide any such Dispute strictly in accordance with the governing law specified in this Terms of Service. When any Dispute is under arbitration, except for the matters under Dispute, the Parties shall continue to exercise their remaining respective rights and fulfill their remaining respective obligations.
    4. The costs and expenses of the arbitration, including, without limitation, the fees of the arbitration and the arbitrator, shall be borne equally by the parties to the Dispute and each party to such Dispute shall pay its own fees, disbursements and other charges of its counsel, except as may be otherwise determined by the arbitrator. The arbitrator shall have the power to award interest on any sum awarded pursuant to the arbitration proceedings and such sum would carry interest, if awarded, until the actual payment of such amounts.
    5. The seat or legal place of the arbitration shall be New Delhi.
    6. The language to be used in the arbitration shall only be English.
    7. The Order Form and this Terms of Service will in all respects be governed by and interpreted in accordance with the applicable laws of India.
    8. Subject to the above, the Parties agree to submit themselves to the exclusive jurisdiction of the courts of New Delhi.
  24. Counterparts

    The Order Form may be executed simultaneously in counterparts, each of which shall be deemed to be an original but all of which shall constitute the same instrument.