Terms & Conditions

This general terms of use (“Terms”) describes the terms by which we, Sundew Solutions Private Limited (hereinafter referred to as, “Sundew,” “Company,” “We,” “Us,” or “Our”) offers to You, as a user (“You” or “Your”), access to Our website (“Website”) at https://sundewsolutions.com/.

These Terms along with any supplemental terms, as applicable, the privacy policy (“Privacy Policy”) form a legally binding agreement (“Agreement”) between You and Us. Hence, We insist that You spend time reading these Terms and Privacy Policy and proceed with the use of the Website only if you agree with the Terms and Privacy Policy, in entirety.

As long as you comply with the Terms, We grant You a personal, non-exclusive, non-transferable, limited, revocable right to enter, use, register and avail the Services offered by Sundew.

A. YOUR APPROVAL

1. You approve of and accept the Agreement by:
   1. clicking to “I accept” or “I agree” button to the Terms, where it is made available to You by Us in the user interface for any particular service; or
   2. accessing or using the Website from any device.
2. You can accept the Agreement only if:
   1. You are a natural person of the legal age and sound mind to consent in your jurisdiction and are fully able and competent to understand, acknowledge and agree to the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms; or
   2. You are a juristic person, lawfully existing that has all the authorizations, permits and allowances to enter into this Agreement and form a binding contract; or
   3. You are not legally barred under applicable Laws from using the Website.
3. You understand that We want You to use Our Website only if You understand, approve of or accept the Agreement in its entirety. If You do not agree to this Agreement, please do not use or access the Website. Your use of the Website is at Your own risk. Hence, You are requested to read these Terms and Privacy Policy carefully and understand the Agreement before You accept it and agree to be bound by them.

B. DEFINITIONS

1. “Force Majeure Event” means any circumstance not within a Party’s reasonable control including but not limited to acts of God, flood, drought, earthquake or other natural disaster; epidemic or pandemic; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; collapse of buildings, fire, explosion or accident; any labour or trade dispute, strikes, industrial action or lockouts; non-performance by suppliers or subcontractors; and interruption or failure of utility service.
2. “Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, of any governmental, judicial, quasi-judicial, statutory or regulatory authorities, particularly those relating to the internet technology, data privacy and logistic services that apply to the jurisdictions where the Company is operational.
3. “Party or Parties” means Us or You, individually or collectively, as the context may require.

C. OUR SERVICES:

We provide professional consulting services in areas including, but not limited to IT/ITeS consulting, data engineering, website development, technology moderation, cloud computing, AI, etc (“Services”).

The content on this website, including any tools, templates, blog posts, case studies, or other informational materials, is provided for general informational purposes only and does not constitute professional advice unless expressly stated otherwise in a signed agreement.

D. DEFINITIONS

1. You agree to treat all data and information not publicly available as confidential (“Confidential Information”) and to use such information solely for the intended purpose. We will not be liable for any direct, indirect, special, consequential, or other damages arising from the use of the Website, or any information or images contained therein, including but not limited to lost profits, business interruption, and loss of programs or data.
2. The confidentiality obligations do not extend to data or information required to be disclosed to third parties, including public authorities, pursuant to legal obligations. In such cases, the disclosing party shall notify the other party without any delay. You will take all reasonable measures to prevent the disclosure, dissemination, or unauthorized use of Confidential Information, which will include at least the same level of protection You apply to Your own confidential information. Additionally, You shall not issue any press release or make any public statements regarding these Terms or Your use of the Service provided by the Company.

E. YOUR RESTRICTIONS ON USE:

1. As per appliable law, rules and regulations You shall not host, display, upload, modify, publish, transmit, store, update or share any information that:
   1. belongs to another person and to which You do not have any right;
   2. is defamatory, obscene, pornographic, paedophilic, invasive of another’s privacy including bodily privacy, insulting or harassing on the basis of gender, libellous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
   3. is harmful to child;
   4. infringes any patent, trademark, copyright or other proprietary rights;
   5. violates any law for the time being in force;
   6. deceives or misleads the addressee about the origin of the message or knowingly and intentionally communicates any information which is patently false or misleading in nature but may reasonably be perceived as a fact;
   7. impersonates another person;
   8. threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with other jurisdictions, or public order, or causes incitement to the commission of any cognisable offence or prevents investigation of any offence or is insulting other nation;
   9. contains software virus or any other computer code, file or program designed to interrupt, destroy or limit the functionality of any computer resource; and
   10. is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person.

In case of non-compliance with Terms, Privacy Policy or other such rules and regulations under applicable Laws, We have the right to terminate the Your access or usage rights to Our Website immediately or remove non-compliant information or both, as the case may be.

2. Further, while using the Website, You agree that You will not attempt to or engage in any activity that may:
   1. reverse engineer, decompile or otherwise extract the source code related to the Website or any part thereof, unless it is expressly permitted by Us to You in writing or is required by the applicable Law;
   2. use any robot, spider, retrieval application, or other device to retrieve or index any portion of the Website or content thereof;
   3. transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature through the Website;
   4. use the Website in any manner that could damage, disable, overburden, or impair, or undertake any action which is harmful or potentially harmful to, any of the servers, networks, computer systems or resources connected to any of the servers connected, directly or indirectly to the Website, or interfere with any other users’ use and enjoyment of the Website;
   5. carry out any denial of service (DoS, DDoS) or any other harmful attacks on the Website or disrupt or place unreasonable burdens or excessive loads on, or interfere with or attempt to make, or attempt any unauthorized access to the Website or any part of the Website or any user of the Website; and
   6. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website or obtain any materials or information through any means not intentionally made available through the Website, in Our opinion.

F. INTELLECTUAL PROPERTY

1. Your use of the Website is, and at all times shall be, governed by and subject to the applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property. You agree to abide by the applicable Laws regarding copyright, trademark, patent, and trade secret ownership and use of intellectual property, and You shall be solely responsible for any violations of any laws and for any infringements of any intellectual property rights caused by Your use of the Website through Your device.
2. The Sundew name and logo, along with service marks, graphics, other logos, written content used in connection with the Website (“Sundew IP”) are owned by Us. We own all rights, titles, and interest in Sundew IP, and all related technology and intellectual property rights. Subject to these Terms, We grant You a limited, revocable, non-exclusive, non-sub licensable, non-transferrable license to access and use the Services solely in accordance with these Terms. You obtain no rights under these Terms from Us, Our affiliates to the Service, including any related intellectual property rights.
3. The other trademarks, service marks, graphics and logos used in connection with the Website except the Sundew IP are the intellectual property of their respective owners (collectively “Third-Party IP”). The Sundew IP and Third-Party IP may not be copied, imitated or used, in whole or in part, without the prior written permission of the applicable intellectual property holder.
4. The Website and any underlying technology or software used in connection with the Website may contain rights of Us or Our affiliates or any third party. For use of any Third-Party IP, You may need to get permission directly from the owner of the intellectual property.
5. Any intellectual property which is not specifically mentioned to be owned by Us is owned by their respective owners and the owners have a right to take appropriate actions against You for any violation, infringement or passing off.
6. We respect the intellectual property rights of others and do not hold any responsibility for any violations of any intellectual property rights by You.
7. Unless stated otherwise, all pictures and information contained on these Services are believed to be owned by or licensed to Us. If you are the copyright owner of any content on these Services and you think the use of the above material violates Your copyright in any way, please email a takedown request by writing to [support[at]sundewsolutions.com] with the subject “Content takedown request.” Please indicate the exact URL of the webpage in your request. No other party is authorized to reproduce or republish these digital versions in any format whatsoever without Our prior written permission.

G. INDEMNITY

1. You will defend, indemnify, and hold harmless Us, Our affiliates and each of Our/their respective employees, officers, directors, and representatives from and against any losses or damages arising out of or relating to any third-party claim concerning:
   1. Your use of the Website, Services or features;
   2. breach of these Terms or violation of applicable Law by You;
   3. any illegal or offensive conduct by You or any third party on Our Website; and
   4. any delay or inaccuracy in information provided by You or any third party.

In the event (i), (ii), (iii), or (iv) occurs, You will be liable to reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to any third-party notices or other compulsory legal order or process associated with third-party claims described in (i) through (iv) to the tune of loss or damages incurred.

H. LIMITATION OF LIABILITY AND WARRANTIES

1. To the fullest extent permitted by applicable Law, in no event shall We, Our group companies, affiliates, Our officers, shareholders, subsidiaries, associate companies, directors, employees and agents, partners, co-branders, licensors, licensees, consultants, or contractors (“Sundew Entities”) be liable to You or any third party for any special, incidental, indirect, consequential or punitive damages or losses whatsoever, or damages for loss of data or profits, goodwill, and/ or other intangible loss, whether or not foreseeable and regardless of whether We have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of, or access to, the Website.
2. By using the Services and accessing the Website, You agree that We shall specifically not be responsible or liable for:
   1. any fraudulent transactions, misrepresentation or suppression of facts by the users;
   2. delays or failures caused by the Your failure to provide timely information, approvals, or content;
   3. Force Majeure Events; and
   4. Unauthorized modifications, integrations, or misuse of deliverables by the You or third parties.

I. DISCLAIMERS

1. Your access to and use of the Services is at your own risk. You understand and agree that the Services are provided to You on an "AS IS" or "AS AVAILABLE" basis. We make no representation or warranty and disclaim all responsibility and liability for: (a) the completeness, accuracy, availability, timeliness, security, security and non-compatibility or reliability of any content; (b) any harm to Your computer system, loss of data, or other harm that results from your access to or use of any content; (c) the deletion of, or the failure to the software application store or to transmit, any content and other communications maintained by the Services; and (d) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained through the content, will create any warranty or representation not expressly made herein or therein.
2. By using Our Services, you agree to the following disclaimers:
   1. The content on these Services is for informational purposes only. We disclaim any liability for any information that may have become outdated since the last time the particular piece of information was updated. We reserve the right to make changes and corrections to any part of the Content on these Services at any time without prior notice.
   2. You expressly acknowledge that we do not assess the suitability, legality, regulatory compliance, quality or ability of any user through the use of the Service, and We make no warranty regarding the same.
   3. We, Our officers, directors, employees, affiliates and agents in connection with this Agreement will not be liable for any acts or omissions, including of a third party, or for any unauthorized interception of data or breaches of this Agreement attributable in part to the acts or omissions of third parties, or for damages associated with Our Website, or equipment that it does not furnish, or for damages that result from the operation systems, equipment, facilities or services provided by third parties that are interconnected with Us.

J. GOVERNING LAW AND JURISDICTION

1. The Agreement shall be governed by and construed in accordance with the laws of India. Subject to Clause J(2), any Dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Kolkata, West Bengal, India as applicable.
2. In the event of any dispute or difference between You and Us (“Dispute”), then such Dispute shall first be resolved amicably through good faith negotiations by You and Us. In the event that a resolution of the Dispute is not achieved within 30 (thirty) days from the date such Dispute arises, as notified in writing by any party to the other party, then any of the parties to the Dispute, shall have the right to refer such Dispute to arbitration by issuing a written notice.
3. Any Dispute shall be referred to an arbitral tribunal consisting of 1 (one) arbitrator to be appointed jointly by the parties. If the parties fail to appoint an arbitrator within 30 (thirty) days of notification of the Dispute by any one party to the other parties, then the parties shall approach the courts of competent jurisdiction for appointment of the arbitrator as per the provisions of the Arbitration and Conciliation Act, 1996 (“Act”). Any award by the arbitral tribunal shall be binding on all the parties. A reference to the arbitration under this paragraph shall be deemed to be submission within the meaning of the Act and the rules framed thereunder for the time being in force, as modified from time to time. The parties further agree that the seat and venue of arbitration shall be Kolkata, West Bengal and the language to be used in the arbitration shall be English.
4. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, any correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

K. AMENDMENT TO THE TERMS

1. We reserve the right to amend, modify or delete any part or whole of the Terms from time to time. We may update these terms (i) to reflect changes in our services or how we do business — for example, when we add new services, features, technologies, pricing, or benefits (or remove old ones), (ii) for legal, regulatory, or security reasons, or (iii) to prevent abuse or harm.
2. If we update or change these Terms, we will provide you with periodical notice as per the applicable Law. If you do not agree to the new terms, you should immediately stop using Our Website.

L. DIGITAL SIGNATURE

1. By accessing and utilizing the Website, You hereby acknowledge and agree that You may affix Your digital signature on various documents and agreements presented therein. The act of affixing such a digital signature shall serve as definitive proof of the Your consent and acceptance of the terms, conditions, and stipulations contained within said documents on the Website. Furthermore, You understand and agree that any digital signature affixed in this manner shall be deemed valid, binding, and enforceable to the same extent as a handwritten signature, thereby carrying full legal effect under applicable Law.
2. We shall not be responsible for verifying the authenticity or genuineness of any signatures affixed by the User.
3. By affixing Your digital signature, You also affirm that You possess the requisite authority to execute such documents electronically, and You shall assume all responsibility for safeguarding the confidentiality of Your digital signature and any related access credentials.

M. GRIEVANCE REDRESSAL

1. If you have any concerns or complaints regarding any aspect of the Website or these Terms, You may write to Us at [[email protected]] and we shall address your complaint as per applicable timelines.

N. MISCELLANEOUS

1. These Terms describe the relationship between You and Us and does not create any partnership or agency between You and Us. These Terms don’t create any legal rights for other people or organizations, even if others benefit from that relationship under these Terms.
2. These Terms, along with the Privacy Policy, contain the entire agreement between the Parties and supersedes all prior agreements. There shall be no agreements, oral or written, which are not expressly included herein.
3. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. The remaining terms will remain in full force and effect.
4. Refund policy: We do not provide any refund for services availed.