LUCIDPLUS INFOTECH PRIVATE LIMITED, a company duly incorporated under the Companies Act, 2013, registered in India having a principal place of business at XV-412, Chandanam Building, Infopark, Nalukettu Road, Koratti, Mukundapuram, Thrissur - 680308, Kerala, India, represented by its Authorised Signatory, Lalit Chacko (“Lucidplus”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) of the One Part.
“Customer”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its successors and assigns) of the Other Part.
The Parties to the CSA are hereinafter referred to individually as a “Party” and jointly as the “Parties”.
Lucidplus enables customers to use BSV’s WhatsApp Services to engage with subscribers on the WhatsApp Prepaid platform for enterprise business communications. During the Term, Lucidplus will perform the Services in accordance with the terms of this CSA, and the Product Schedule(s) (“PS”) on the plan page of the website.
The Parties agree and acknowledge that different national circumstances, practices, and laws may require different terms and conditions for the delivery of Services. As such, the terms and conditions of this CSA shall apply for all countries except that the country-specific terms replace or modify the referenced terms in these general terms and conditions based upon the principal place of business of Lucidplus and/or Customer affiliate contracting for such Services and may be added to the general terms and conditions within a Local Services Agreement agreed between the Parties.
Capitalised terms not defined within the body of the CSA are defined in Exhibit No.1.
Lucidplus Fees are those amounts charged by Lucidplus for the Services provided according to this CSA as per the prepaid packages mentioned on the website. To avail the services, customer need to purchase a package and for continuous service the package need to be renewed on or before expiry.
The CSA will commence on the Effective Date and remain in effect until the expiration of all PS hereunder as per the package taken unless terminated earlier according to the provisions of the CSA. The term of each PS shall be specified therein.
Lucidplus may suspend all or some of its Services if: (a) Operator notifies Lucidplus to suspend Services; (b) Customer fails to renew packages within due date; (c) a third party alleges that the Services infringe on its intellectual property rights; or (d)Lucidplus reasonably believes Customer has violated the Service Use Policy (“SUP”) described in Section 5, below.
If the client fails to renew packages within 30 days from the due date, Lucidplus reserves the right to permanently delete the account. This action may result in the deletion of all the data, including the wallet balance associated with their account.
Lucidplus will use commercially reasonable efforts to provide Customers with a notice of a Suspension and an opportunity to cure.
Customer may terminate the CSA or any PS hereunder if (a)Lucidplus fails to cure a material breach within thirty (30) days after actual notice of breach; (b) Customer disputes a proposed modification to the SUP, as set forth in Section 5; or (c) upon 30 (thirty) days’ written notice to LucidPlus.
Lucidplus may terminate the CSA or any PS hereunder if: (a) Customer fails to cure a material breach within thirty (30) days after actual notice of breach; (b) an Operator or third party upon which the provision of Services is dependent terminates its connectivity, thereby preventing Lucidplus from continuing to provide its Services; (c) the Services are alleged to have infringed on a third party’s intellectual property rights; or (d) upon 30 (thirty) days’ written notice to Customer.
Upon termination of the CSA, Lucidplus’s Services will cease, and licence rights will terminate. All Fees outstanding are immediately due upon termination. Sections 5-11, both inclusive, shall survive termination.
Customer ObligationsCustomer shall ensure that it, its Affiliates, and its Vendors comply with the Laws and Regulations and the Privacy Laws, applicable in each country where Customer, its Affiliates, and its Vendors are located or a mobile phone number receiving a Message is registered for an account with an Operator, and will perform its obligations under this CSA in a manner that refrains from causing Lucidplus to violate the Laws and Regulations, and the Privacy Laws. Customer expressly warrants that it will (a) maintain accurate records concerning all Messages, and (b) comply with WhatsApp’s Terms of Use and Privacy Policy (available at https://business.whatsapp.com/policy ). The Principle (WhatsApp) reserves the right to modify the Terms of Use from time to time, Customer will have ten (10) days from the date of such notice to provide a written objection to such change.
Customer would be responsible for the content of message and also ensure that it adheres to usage term and conditions of regulatory authorities and service providers.
If Customer provides a written objection to a proposed modification to the Terms of Use, Lucidplus reserves the right to consider such written objection as a notice to terminate the CSA and PS, in which case any early termination fee would be waived.
You may cancel the Subscription Service by sending an email to our customer support team at support@lucidplus.com mentioning your registered email id and stating your intent to cancel. Your cancellation must be received before the renewal date in order to avoid the charge for the next subscription period. Unless you cancel your subscription before the renewal date, your subscription will automatically renew for the next billing period. Failure to make timely payments may result in the termination of your subscription. If your account is suspended due to non-payment, you will lose access to the service until the outstanding balance is settled.
Please note that we do not offer partial refunds for unused portions of a subscription period if you cancel after the renewal date
If you have multiple subscriptions with us, you must submit a separate cancellation request for each subscription you wish to cancel. Cancellation of one subscription does not automatically cancel others. You are solely responsible for ensuring that your cancellation request is successfully submitted. Once your cancellation request is submitted, ensure you receive a confirmation email containing the details of your cancellation with 24- 48 working hours. Upon successful cancellation, your account will be deactivated, and you will no longer have access to the subscription features. Any data or information associated with your account may be retained as per our data retention policy. LucidPlus reserves the right to modify or update this cancellation policy. Any changes will be communicated to all subscribers via email or through our website.
Lucidplus will utilise Customer Data contained in a Message transaction, including data commonly described as personally identifiable information (PII), solely for purposes of providing the Services. Lucidplus will maintain reasonable precautions, which may include access controls, audit trails, firewalls, security hardening, vulnerability management, and encryption, to protect such Customer Data from loss, misuse, or unauthorised access.
Each Party represents and warrants that:
7.1.1. The person executing the CSA has all necessary power and authority to do so, and that upon such signature, the CSA is a legal, valid, and binding obligation enforceable against such Party and its subsidiaries;
7.1.2. It owns or has obtained all rights and licences sufficient to fully perform its obligations hereunder; and
7.1.3. It will comply with the Laws and Regulations applicable in each country in which Services are utilised.
Lucidplus represents and warrants that:
7.2.1. The Services shall be performed in a workmanlike manner in accordance with the practices and standards applicable to the telecommunications industry.
Except for the express warranties set forth above, Lucidplus makes no representations or warranties, express or implied, including, but not limited to, any warranties of merchantability or suitability, or fitness for a particular purpose, regarding the Services. Lucidplus does not warrant that the Services will be uninterrupted or error free and expressly disclaims any warranty for issues related to Operator Network availability.
Lucidplus is solely a facilitator of message traffic and has no control or responsibility over the Messages as they are transmitted through the Operator Networks, nor is Lucidplus responsible or liable with respect to the Content of any Message generated by Customer. Customer is solely responsible and liable for damages arising from (a) Customer’s breach of any obligation under this CSA, including those related to the Laws and Regulations, and the Privacy Laws; (b) the Content; or (c) any act or omission of Lucidplus resulting from, or in reliance upon, false, incorrect, or incomplete information or instructions from Customer.
Except for the indemnification obligations in Section 8.2, Customer’s breach of Sections 3, 5, 7 and 11, and excluding all fines and penalties assessed against Customer in connection with the Services, in no event shall either Party’s liability arising out of the CSA exceed the greater of the fees generated by Customer during the six (6) months immediately preceding the event that gave rise to the alleged claim or Five Hundred Thousand US Dollars (USD $500,000).
Nothing contained within this CSA excludes or limits either Party's liability for death or personal injury to persons resulting from negligence. Except for the indemnification obligations in Section 8, in no event will Lucidplus or its Affiliates be liable for (a) any special, indirect, incidental, consequential damages, punitive damages, or lost revenues or profits arising out of or in any way related to this CSA, including any PS; (b) any damages resulting from inaccurate Content, inaccurate Data, or transmission errors external to the Lucidplus Network; or (c) any third party claims against Customer.
The Parties agree that the liability cap limitation(s) stated in this Section 7 apply to all remedies, are not cumulative, and they may not be combined with any other liability cap limitation(s) so as to increase the total liability in any particular occurrence or series of occurrences.
Lucidplus will indemnify, defend and hold harmless Customer and its Affiliates from and against any third party loss, liability, claim, demand, or cause of action whether formally commenced or provided in the form of a notice or demand to Customer alleging the Services materially infringe upon a patent or copyright registered in a country signatory of the Berne Convention, in whole or in part, except in the event of any claim of infringement based on any business process or instruction of Customer to which Lucidplus adhered. In no event shall Lucidplus be required to indemnify Customer or its Affiliates against any damages that are outside the scope of the Lucidplus Services or where caused by an aggregator other than Lucidplus, an Operator or Operator(s), or a third party.
Customer will indemnify, defend and hold harmless Lucidplus and its Affiliates from and against but not limited to any third party loss, liability, claim, demand, or cause of action whether formally commenced or provided in the form of a notice or demand to Lucidplus, arising from the operation of this CSA, the provision of Customer’s services or sale of its products, including any losses or damages resulting from a failure to adhere to the Laws and Regulations, including any Privacy Laws. Furthermore, Customer’s indemnity, defence, and hold harmless obligations shall extend to all third party claims for damages arising out of or relating to: (a) actions or inactions of Customer’s Vendor(s) in connection with the Services; (b) claims related to Customer’s alleged breach of a term of this CSA; (c) claims that a Program does not comply with laws, ordinances regulations, rules and codes applicable to Customer; (d) a material misrepresentation or breach of a representation or warranty by Customer; (e) the operation, sale, or use of any product or services sold by Customer; (f) Customer’s misuse of the Services; (g) any claims brought or damages suffered by any Operator, Lucidplus or their respective affiliates relating to Customer’s or its Vendors’ misuse of the Services or any Products; or (h) any claim of infringement based on any business process or instruction of Customer to which Lucidplus adhered.
Subject to Subsection 8.1, if the Services become, or in Lucidplus opinion are likely to become, the subject of an infringement claim, Lucidplus, as the sole remedy to Customer, may, in its discretion and at its option and expense: (a) suspend the Services; (b) procure for Customer the right to make continued use of the affected Services; or (c) if applicable, modify or replace the affected Services or infringing portions thereof so that such Services become non-infringing. If Lucidplus decides that none of these alternatives is feasible, after exercising commercially reasonable efforts, Lucidplus may, in its sole discretion, terminate the CSA and refund the prorated portion of any Fees for the affected Services.
The indemnification process set forth in this Section is contingent upon: (a) the Indemnified Party giving written notice to the Indemnifying Party of its formal notice of the claim for which the Indemnified Party is seeking indemnification (the “Claim”); (b) the Indemnifying Party agreeing to allow the Indemnified Party to control the defence and related settlement negotiations for the Claim; and (c) the Indemnifying Party fully assisting and cooperating in the defence. Indemnifying Party must pay the Indemnified Party’s reasonable attorneys’ fees, litigation costs, and out-of-pocket expenses, if payable under this Section 8.4, as incurred.
The Indemnifying Party shall have the right to approve settlement of any claim, such approval not to be unreasonably withheld or delayed, provided that the Indemnifying Party shall not be required to approve any settlement that involves an admission of liability or wrongful conduct on the part of the Indemnified Party or restricts its ability to conduct its business in any material respect. In the event the Parties agree to settle a Claim, neither Party shall publish the settlement without first obtaining the written permission of the other Party, which permission will not be unreasonably withheld or delayed.
Each Party retains all right, title and interest in and to its respective products, services, processes, technologies, software, data, other innovations, and intellectual property created or owned prior to or outside the scope of the Services (“Intellectual Property Rights”). No licence will be deemed to have been granted by either Party to the Intellectual Property Rights, except as otherwise expressly set forth in Subsection 9.3.
As between the Parties, all technology and infrastructure utilised to enable Lucidplus performance under the CSA and/or the applicable PS, including, without limitation, documentation, processes, innovations, copyrights, trade secrets, patents, trademarks, and the Lucidplus Network (collectively the “Lucidplus Systems”), shall be solely and exclusively owned by Lucidplus. Lucidplus Systems include any derivative works and/or configurations made during the Term or thereafter in connection with Lucidplus performance under the CSA and/or the applicable PS or otherwise.
During the term of the CSA, Lucidplus grants to Customer, and Customer accepts from Lucidplus, a non-exclusive, non-transferable, non-sublicensable, revocable limited right and licence to use the Lucidplus Systems solely in connection with the Services.
The Parties shall keep confidential the Confidential Information and shall use it only in connection with the CSA. Each Party shall secure and protect the Confidential Information in a manner consistent with the steps taken to protect its own confidential information. With respect to any Confidential Information that constitutes a trade secret, the confidentiality obligations set forth in this Section shall apply for as long as that trade secret exists and shall survive the termination of this CSA.
The obligation in Section 10.1 will not apply to any Confidential Information that (a) becomes known to the general public without fault or breach on the part of the receiving Party; (b) the disclosing Party customarily provides to others without restriction on disclosures; (c) the receiving Party receives from a third party without breach of a non-disclosure obligation and without restriction on disclosure; (d) was in the possession of the receiving Party prior to disclosure by the other and the receiving Party can evidence the same; (e) is independently developed by the receiving Party's personnel having no access to similar Confidential Information obtained from the other; or (f) is disclosed to an Operator in connection with the provision of Services.
Notwithstanding the obligation Section 10.1, the Parties may be required to disclose Confidential Information by judicial, governmental or regulatory process in connection with any action, suit, proceeding, or claim, or otherwise by applicable law, provided that the disclosing Party shall, if legally permitted, give the non-disclosing Party prompt notice of such required disclosure to enable the non-disclosing Party to seek injunctive or other relief from such disclosure requirement.
Nothing contained in the CSA shall be construed as granting to or conferring on a Party any expressed or implied right or licence to the Confidential Information of the other Party.
If any provision of the CSA is found by a court or arbitrator to be unenforceable or invalid, such unenforceability or invalidity will not render the CSA unenforceable or invalid as a whole. In such event, such provision will be interpreted to best accomplish the parties’ objectives within the limits of law or court decisions.
Any notice, request, demand or termination statement with respect to the CSA must be in writing and will be effective on the date received. Any notices to Lucidplus shall be sent to: XV-412, Chandanam Building, Infopark, Nalukettu Road, Koratti, Mukundapuram, Thrissur - 680308 , Kerala, India. Attn: Legal Department. Any notices to Customer shall be sent to: CLIENT, Attn: Legal Team.
Neither Party will be responsible for inability to perform its obligations under the CSA due to an act of God, terrorism, fire, casualty, flood, earthquake, war, strike, epidemic, destruction of facilities, riot, or any other cause beyond the reasonable control of such Party.
The validity, construction, and effect of this CSA shall be governed by and construed in accordance with the laws of India.
Customer and Lucidplus will attempt to settle any claim or controversy between them through negotiation in good faith. After attempts to resolve a dispute by the Parties have failed, either Party may, upon notice to the other, request that such controversy or claim be referred to the appropriate management personnel of each Party for resolution. If such a request is made, the applicable and appropriate management-level personnel of the Parties must confer within seven (7) days after such request and must review and attempt to negotiate a mutually acceptable resolution of the controversy or claim in dispute. If this attempt to resolve the dispute is unsuccessful, the dispute will be referred to binding arbitration as follows:
12.5.1. The arbitration will be conducted in Kochi, Kerala, by a sole arbitrator (“Arbitrator”) in accordance with then prevailing rules of arbitration and conciliation under the Arbitration and Conciliation Act, 1996”.
12.5.2. The Arbitrator must have the following qualifications: be a practicing lawyer or retired judge with proven experience in the telecommunications industry. The Arbitrator will be appointed by agreement of the Parties; if the Parties fail to agree upon the Arbitrator within thirty (30) days of notice of arbitration provided by either Party, the Chief Justice or any other person or institution designated by him, will appoint the Arbitrator.
12.5.3. The Arbitrator will be bound by the provisions of the CSA. Upon rendering a decision, the Arbitrator must state in writing the basis for the decision. The arbitral award will be final and binding, provided that a Party may petition a court of competent jurisdiction to vacate the Arbitrator’s award or decision on the grounds of the Arbitrator’s failure to abide by the provisions of the CSA.
12.5.4. The arbitration proceedings will be confidential and private and the Parties must not disclose the existence, content, or results of any proceedings conducted in accordance with this Section. Materials submitted in connection with such proceedings shall not be admissible in any other proceeding, provided that this confidentiality provision will not bar a petition to vacate or enforce the Arbitrator’s award. Notwithstanding the foregoing, each Party retains the right to seek judicial assistance: (i) to compel arbitration; (ii) to obtain interim measures of protection prior to or pending arbitration; (iii) to seek injunctive relief in the courts of any jurisdiction as may be necessary and appropriate to protect the unauthorised disclosure of proprietary or confidential information; (iv) to enforce any decision of the Arbitrator, including the final award; and (v) in relation to disputes regarding the validity, scope or enforceability of intellectual property rights.
12.5.5. Notwithstanding the requirement for arbitration, in the event any undisputed Fees remain due and owing under Section 3, Lucidplus may commence collection efforts through litigation.
The Parties are independent contractors, bound to each other only as provided for herein. Neither Party has the authority to bind, act on behalf, of or represent the other. Nothing in the CSA creates a joint venture, a fiduciary relationsh, a partnership, employer and employee, or principal and agent. Neither Party shall act in a way that could reasonably cause others to believe that it has authority to act on behalf of the other beyond the authority expressly granted herein.
During the Term and one (1) year after expiration of the Term, neither Party will induce, or attempt to induce, any employee of the other Party to leave such employment to be employed by, or perform services for, such Party, except by written consent of an authorised representative of the other Party.
Subject to the confidentiality provisions of the CSA, either Party may publicly refer to the other Party as a customer or vendor of Services, as applicable, with the prior written approval of the other Party, which approval may be revoked at any time.
The CSA constitutes the entire agreement between the Parties. The headings in the CSA are non-material and for reference purposes. Any term of the CSA may be waived by the Party entitled to the benefits thereof, provided that any such waiver must be in writing and signed by the Party against whom the enforcement of the waiver is sought. Delay or failure to exercise any right or remedy will not be construed as a waiver of that right or remedy. Neither the CSA, nor any of the rights, interests, or obligations hereunder shall be assigned by any Party without the prior written consent of the other Party, which shall not be unreasonably withheld. Any attempted assignment in violation of the preceding sentence will be void. The CSA will bind and inure to the benefit of the respective successors and permitted assigns of the Parties.
This CSA may be signed in counterparts or with the use of a secured electronic signature process, each of which will be deemed an original, but all of which taken together will constitute one agreement.
No action, regardless of form, arising out of the CSA may be brought by either Party more than two (2) years after the cause of action has arisen. Any dispute concerning a paid invoice must be submitted in writing according to the Notice Process set forth in Section 11.2 within six (6) months of the invoice effective date or is deemed waived.
This CSA shall take effect on the Effective Date set forth above. By registering as a customer, Customer, and Lucidplus acknowledge that each has read and agrees to abide by, and act in accordance with, the terms and conditions in the CSA, including the PA and PS, amendment or exhibit incorporated by reference, which collectively govern the actions between Customer and Lucidplus.
Unless otherwise defined in this CSA, any PS, amendment, or exhibit, the following terms shall have the meanings described below:
1.1.“Affiliate(s)” means subsidiaries, parent entities, or associated companies who maintain a contractual relationship and are directly or indirectly controlling, controlled by, or under common control (holding 50% or more of equity ownership) with a Party to this CSA.
1.2.“Confidential Information” means information that (a) is marked “confidential” or “proprietary” or using a similar term that infers confidentiality; (b) if oral, is identified as being confidential at the time of disclosure and, within two (2) weeks thereafter, is summarised, identified as confidential, and provided in written form by the disclosing party to the receiving party; or (c) a reasonable person under the same circumstances would understand was disclosed confidentially.
1.3.“Content” means delivered information associated with a Message, including text, audio, video, graphics, animation, image(s), artwork and other electronic or digital information, including embedded executables.
1.4.“Customer” means the Party identified as Customer on the first page of this CSA.
1.5.“Customer Data” means all Data pertaining to Customer that (a) originates from Customer; or (b) is delivered to Lucidplus in connection with Customer’s use of the Lucidplus Network, including, without limitation, End User Data.
1.6.“Data” means records, files, or information, in any form or format.
1.7.“End User Data” means any Data related to users of Customer’s services, including, without limitation, information regarding (a) any natural person or other end user; or (b) any communication device used by a natural person or other end user.
1.8.“Laws and Regulations” means state, federal and international laws, regulations, or directives created by common or statutory laws that are applicable to the provision or use of the Services.
1.9.“Message” means any mobile originated (MO) or terminated (MT) SMS/MMS/IP message, transmitted through the Lucidplus Network, whether delivered, pending delivery, or non-delivered.
1.10.“Lucidplus Network” means the proprietary software, hardware, and physical infrastructure that reside inside of Lucidplus data centres and, using Lucidplus processes, designs, and Product(s), are used to send Messages to the Operator Network and receive message from the Operator Network.
1.11.“Operator” means the specific mobile Operator to which Lucidplus has commercial connectivity, either directly or indirectly, for purposes of providing the Services to Customer.
1.12.“Operator Network” means the software, hardware, and physical infrastructure that reside outside of Lucidplus data centres and are used to send Messages to mobile telephones or devices and receive Messages from mobile telephones or devices.
1.13.“PII” means information that can be used, alone or together with other information, to identify an individual. An Operator may separately define the term PII. For services provided in the EEA, PII should be considered and defined as Personal Data as per the European Privacy Laws.
1.14.“Privacy Laws” means all laws, statutes, directives, regulations and policies that deal with the regulation, storage, and use of personal information about individuals in each country where Customer, its Affiliates, and its Vendors are located or a mobile phone number receiving a Message is registered for an account with an Operator.
1.15.“Product” means any Lucidplus Product that is made available to Customer and described in a PS.
1.16.“Product Schedule” or (“PS”) means the description of the Services Lucidplus will provide under this CSA, including the specific terms and conditions, commercial terms, and other material information relevant to a Product.
1.17.“Program” means an Operator-approved, specific program designed by Customer to utilise a provisioned short code, for which Lucidplus will facilitate the delivery of Messages.
1.18.“Services” means Lucidplus services, including the delivery of a “Product”, provisioned for use by Customer utilising the Lucidplus Network.
1.19.“Vendors” means any third party with whom Customer contracts in connection with the Services provided by Lucidplus to Customer.
