Reseller Terms & Conditions

This Reseller Terms and Conditions document ("Agreement") is entered into between the Reseller and the Client as defined below (individually, the “Party” and collectively, the “Parties”, as the context may require). By engaging in any transaction under this Agreement, the Parties agree to be bound by the terms and conditions set forth herein.

  • DEFINITIONS

    • "Reseller" shall mean BDO India LLP and / or its affiliates or assigns i.e. the entity authorized to resell Cloud Services to the Client.

    • "Client" shall mean the entity purchasing and/ or utilising the Cloud Services from the Reseller.

    • "Cloud Services" shall mean any service provided over the internet by a Cloud Service Provider (CSP) and resold by the Reseller to the Client.

    • "Distributor" means the authorized distributor of the CSP for distributing Cloud Services.

    • “Documentation” means any and all additional documents, policies, procedures, programs, requirements, criteria and/or information relating to the sale and usage of the Cloud Services, including but not limited to the authorized use policy of the CSP, statements of work, and/or service level agreements.

    • "Confidential Information" means all information, in any medium, which is provided by one party to the other party, whether designated as confidential or proprietary or not, and includes without limitation, trade secrets, business plans, pricing, technical data, and other information.

    • "Force Majeure Event" shall mean any event beyond the reasonable control of either Party, including but not limited to natural disasters, cyber incidents, government actions, and industrial disputes.

  • GRANT OF LICENSE
    • The Reseller grants the Client a non-exclusive, non-transferable license to use Cloud Services as an end user, subject to this Agreement, the Documentation and the Cloud Service Provider’s (CSP) terms
    • The Client agrees to:
      • Use the Cloud Services only as outlined in the Documentation and for internal purposes, without sublicensing, transferring, reselling or distributing them.
      • Reimburse the Distributor/Reseller for any third-party claims arising from its use
      • Protect the CSP’s proprietary rights as per this Agreement and the Documentation.
      • Desist from making representations or warranties on behalf of the Distributor/Reseller or CSP.
      • Acknowledge no rights beyond those granted in this Agreement
    • No License or Ownership of Trademarks:
      • This Agreement does not grant the Client any rights to use the Reseller’s or CSP’s trademarks, logos, or service marks.
      • The Client acknowledges that the Client does not have any ownership of the trademarks or other intellectual property of the Reseller, the Distributor or the CSP and agrees not to register or claim any similar marks or intellectual property.
  • PAYMENT TERMS AND DELIVERY
    • The Client agrees to pay the Reseller as per the agreed license fees in the purchase order, in addition to any Overage charges as set out below (in case applicable). 
    • All invoices are payable in advance in INR, based on the conversion rate at invoicing. The Reseller may adjust pricing within 45 days if errors occur or if the CSP/distributor changes fees.
    • Cloud hosting fees must be paid within the stipulated time. Any excess fees confirmed by CSP shall be credited by Client within 45 days. Non-payment beyond 15 days may result in service suspension.
    • The Client will be billed for actual service usage, including any "Overage," as specified in Reseller’s commercials.
    • The Client is responsible for applicable taxes. Any retrospective tax increases must be reimbursed.
    • Overage invoices from CSP do not require a purchase order or prior approval and must be paid immediately. Fees are non-refundable, and the Client cannot exit the subscription early.
    • The Client agrees to pay all invoices on time, including those for Overage, without objection.
    • Reseller/CSP may suspend services for overdue payments. Invoice disputes must be raised within 3 days; otherwise, they are deemed accepted.
    • CSP has the final say on Overage disputes. Usage details are available via the CSP portal, with detailed reports provided at CSP’s discretion. Non-payment beyond 15 days may lead to service suspension and payment by Client of early termination fees. The Reseller must inform the Client of such fees before billing.
    • The Client indemnifies Reseller and CSP for any liabilities arising from service suspension due to non-payment.
    • Payments must be made by the due date. Delayed payments incur 24% annual interest or the maximum interest allowed under applicable laws. Legal action may follow non-payment.
    • The purchase order amounts exclude taxes and out-of-pocket expenses, which the Client must bear.
    • Fees are payable in full, without set-off, in the invoice currency via bank transfer.
    • Both parties must comply with applicable tax laws, including GST regulations.
    • Cloud Services will be electronically delivered by CSP per the purchase order and its usage policies. The Reseller is not liable for any losses due to CSP policy breaches.
    • Hosting and data center services are managed by a third party. The Reseller is not liable for any service errors, losses, or interruptions. Any issues must be reported to CSP immediately, with a copy to the Reseller.
    • If applicable, CSP or the Distributor may provide a reasonable level of technical and customer support for the Cloud Services, as set out in the Documentation. To the extent CSP provides and any quality or service level standards in connection with the Cloud Services, as set out in the Documentation, the CSP shall be fully responsible for the same, and there shall be no responsibility or liability of the Reseller or Distributor to such end. 
    • The Client shall ensure that all users of the Cloud Services are informed of and are in compliance with the terms of this Agreement and the Documentation.  
  • COMPLIANCE WITH LAWS
    • The Client must comply with all applicable laws, including import/export regulations and economic sanctions, and is responsible for compliance related to its use of Cloud Services.
    • Export Control: The Client agrees not to export or distribute Cloud Services in violation of export laws. The Reseller will not export services for prohibited uses or to restricted entities.
    • Anti-Bribery: The Client and Reseller must comply with all anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977and UK Bribery Act, 2010 and avoid any unlawful business practices.
    • Data Privacy: The Client must protect Reseller’s data and comply with applicable privacy laws.
    • Data Use: The Client consents to Reseller collecting and using its data, including any personal data of its employees or other personnel, for service delivery and promotional communications, unless opted out in writing.
    • Security Compliance: Upon request, the Client must disclose its information security policies, which the Reseller may review for compliance.
  • CONFIDENTIALITY
    • Both Parties agree to keep all Confidential Information secure and not disclose it without prior written consent, using strict security measures.
    • The Reseller may share the Client’s Confidential Information with employees, vendors, and partners on a need-to-know basis under confidentiality agreements.
    • Confidentiality obligations do not apply to publicly available, previously known, independently developed, rightfully received from third party or legally obtained information
    • Lack of a confidentiality label does not change its status as Confidential Information.
    • If required by law, the receiving Party may disclose Confidential Information after notifying the disclosing Party and seeking to limit disclosure.
    • Any confidentiality breaches must be reported, and assistance provided in addressing them.
    • Upon request, the receiving Party must return or destroy all Confidential Information and confirm its deletion.
    • The Reseller may publicly disclose its business relationship with the Client, including name, logo, and general nature of services provided
  • WARRANTIES AND DISCLAIMER
    • The Reseller is not the supplier of Cloud Services; warranties, if any, are provided by the CSP.
    • The Reseller is not the supplier of Cloud Services; warranties, if any, are provided by the CSP.
    • The Reseller does not guarantee error-free or uninterrupted Cloud Services, compatibility with third-party systems, or meeting Client expectations. It is not responsible for data transfer issues, security breaches, or performance problems arising from Client use.
    • The Client's sole remedy for defects is a refund or replacement, contingent on the CSP's approval.
    • The Client is responsible for securing its Cloud environment, preventing misuse, and following best security practices.
    • The Client must protect its portal accounts, maintain password confidentiality, and bear risks associated with sharing credentials.
    • The Reseller is not liable for any data breaches caused by the Client’s employees or agents.
    • CSP terms govern the Client’s transactions, and CSP/Distributor may enforce these terms independently.
    • The Reseller is not responsible for data loss, business interruptions, or unauthorized disclosures of Client or end-user information.
    • The Client must ensure compliance with security protocols, enable Multi-factor authentication (“MFA”), prevent unauthorized access, and reimburse Reseller for losses due to breaches.
    • The Client is responsible for obtaining necessary consents for data access, storage, and processing by the CSP.
    • Clients must follow security guidelines in Annexures A for CSP as applicable.
    • The Client is responsible for managing Cloud resources, including cost surges due to attacks or overages, with no refund guarantees from CSPs.
    • Security guidelines in Annexures A & B are mandatory for implementation.
    • The Client is fully responsible for security configurations, deployed applications, and networking resources, and must notify the Reseller of any changes.
  • INDEMNIFICATION AND LIMITATION OF LIABILITY
    • The Client will indemnify and hold the Reseller, the Distributor and the CSP harmless against any claims, losses, or damages arising from:
      • Unauthorized use of Cloud Services
      • Injury, property damage, or death
      • Breach of this Agreement or any terms of the Documentation
      • Misrepresentation or warranty violations
      • intellectual property infringement
      • Taxes or penalties due to Cloud Service purchases
      • Breach of confidentiality
      • Non-compliance with law
    • The Client will indemnify the Reseller for any third-party claims arising from its actions, omissions, or non-compliance
    • The Reseller has no obligation to indemnify the Client in relation to any act or omission.
    • Cloud Services remain the CSP’s intellectual property; the Client must not reverse engineer or alter proprietary markings
    • Reseller’s liability is limited to amounts receive by the Reseller in the preceding 6 months. It is not liable for indirect, special or consequential damages.
    • If Reseller faces legal action due to the Client’s breach, the Client must defend and cover all costs..
    • Indemnification rights are in addition to any other legal remedies available.
  • INTELLECTUAL PROPERTY RIGHTS
    • Each Party retains ownership of its Intellectual Property.
    • The Reseller grants the Client a non-exclusive, non-transferable, revocable license to use the Cloud Services for internal business purposes during the term of the Agreement.
    • The Client owns its data, and the Reseller will only use it to provide Cloud Services, without claiming ownership or exploiting it.
    • The Client owns its data, and the Reseller will only use it to provide Services, without claiming ownership or exploiting it.
    • Cloud Services remain the CSP’s intellectual property. The Client must not reverse engineer, alter, or remove proprietary markings, and shall ensure that none of its users infringe such intellectual property or make any attempts to reverse engineer or alter the proprietary markings
    • Each Party retains exclusive ownership of its Intellectual Property, with no claims or rights granted to the other Party.
  • REPRESENTATION AND WARRANTIES
    • Mutual Representations & Warranties:
      • Each Party represents that it has the authority to enter into and fulfill its obligations under this Agreement, and doing so does not violate any laws, contracts, or internal governance documents.
    • Client Representations & Warranties:
      • The Client warrants that it has all necessary licenses, complies with intellectual property laws, provides accurate and up-to-date information, and will cooperate with the Reseller as needed for service provision.
    • Reseller and Distributor Disclaimer:
      • Services, software, and tools are provided "as is" without guarantees.
      • The Reseller and/ or the Distributor does not grant any additional licenses or rights.
      • The Reseller and/ or the Distributor are/ is not responsible for the Client’s actions, CSP service issues, or any breaches of CSP’s terms.

Cloud Services are managed by third parties, and any issues must be addressed directly with the CSP. Any error, loss, damage or interruption of Cloud Services discovered by Client after delivery shall not entitle Client to rescind any purchase order.

  • TERMINATION
    • The Reseller may terminate the purchase order, in whole or part, with 30 days’ prior written notice.
    • The Client’s right to use Cloud Services ends immediately upon termination or expiration of the applicable CSP or reseller agreement. The Reseller will make reasonable efforts to notify the Client in advance.
    • The Reseller may immediately suspend or terminate Cloud Services if: (a) legal or regulatory changes affect its ability to perform; (b) if the Client becomes insolvent or becomes subject to any insolvency or bankruptcy related proceedings; or (c) if necessary services, software, or intellectual property are enjoined or unavailable.
    • The Client is not entitled to any compensation for termination, including direct, indirect, or consequential damages.
    • Termination does not affect pre-existing rights or obligations. Both Parties must complete pending obligations and settle dues. The Client must pay undisputed invoices for services rendered up to the termination date.
  • GOVERNING LAW AND DISPUTE RESOLUTION
    • This Agreement shall be governed by the laws of India.
    • Any disputes arising out of or in connection with this Agreement shall first be attempted to be resolved amicably. If unresolved within thirty (30) days, the dispute shall be referred to arbitration in Mumbai, India, under the Arbitration and Conciliation Act, 1996.
    • The Parties shall continue to perform their obligations during the arbitration proceedings.
  • MISCELLANEOUS
    • Conflicts: The Reseller has procedures to identify and mitigate conflicts of interest but cannot guarantee all conflicts will be detected. The Client must notify the Reseller of any potential conflicts. If a conflict arises, the Reseller will implement safeguards and inform the Client. If the Client’s position cannot be adequately protected, the Reseller may terminate Services after consultation, without affecting payment for work completed.
    • Non-Solicitation: During the Agreement and for 12 months after termination, the Client shall not solicit, induce, or hire Reseller’s employees involved in reselling Cloud Services. This does not apply to candidates responding to general recruitment ads.
    • Assignment: The Client shall not assign or transfer any rights or obligations under this Agreement without the prior written consent of the Reseller. The Reseller may assign or transfer any rights or obligations under this Agreement without the prior written consent of the Client. 
    • Force Majeure: Neither Party shall be liable for delays or failures in performance due to a Force Majeure Event
    • No Partnership: This Agreement does not create a joint venture, partnership, or agency relationship between the Parties
    • Amendments: The Reseller may update this Agreement from time to time, and such modifications shall be binding upon the Client upon continued use of the Cloud Services. Any such updates or amendments to this Agreement shall be deemed to be part of this Agreement. 
    • Waiver: The failure of either Party to enforce any provision shall not constitute a waiver of that provision or any other provision.
    • Subcontract- Reseller has the unrestricted right to subcontract any and all services under this Agreement.
    • In the event of any conflict or inconsistency between this Agreement and any other present or future agreements, documents, or understandings, the provisions of the Agreement shall prevail and take precedence over all other documents, unless explicitly stated otherwise in writing.
    • Survival: The provisions of Indemnification, Limitation of Liability, Governing Law and all other clauses that by their nature should survive, shall survive termination of this Agreement.
    • Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements and understandings, whether written or oral unless otherwise is expressly stated in an overriding document duly signed by authorized representatives of both parties.

By subscribing to the Cloud Services, the Client agrees to the above terms and conditions.

Annexure A

AWS

Azure

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