VisitorFlow Software Terms and Conditions of Use

These Terms and Conditions ("Terms") govern the subscription and use of the cloudbased software products (VisitorFlow Software, including Visitor Management Software, Material Gate Pass Software, Incident Management Software, Courier Management Software and any other SaaS products offered under the VisitorFlow brand) provided by Techgate Solutions Pvt Ltd, a company organised and existing under the laws of India with its registered office at 702 Onyx Business Center, O.P. Road, Vadodara 390020, Gujarat, India ("Company," "we," or "us"). By accessing or using the VisitorFlow Software, the customer ("Customer" or "you") agrees to be bound by these Terms. If Customer is accepting these Terms on behalf of a company or other legal entity, Customer represents that they have authority to bind that entity and its affiliates to these Terms.

The VisitorFlow Software is offered on a subscription basis worldwide. The Company adheres to recognised security and dataprotection standards, including SOC2 controls and compliance with the European Union General Data Protection Regulation (GDPR) and India’s Digital Personal Data Protection Act 2023 (DPDP Act). As described below, the Company maintains internal informationsecurity policies and controls to protect Customer data.

1. Definitions

• Account – the individual or organisational registration established by Customer to access the VisitorFlow Software.
• Subscription – the paid licence purchased by Customer granting access to VisitorFlow Software for a specified period.
• Data Principal / Data Subject – an individual whose personal data is processed through the VisitorFlow Software.
• Data Fiduciary – as defined under the DPDP Act, the entity which determines the purpose and means of processing personal data (generally the Customer when using the VisitorFlow Software).
• Data Processor – an entity that processes personal data on behalf of a Data Fiduciary. The Company acts as a data processor in certain circumstances.
• Confidential Information – all nonpublic business, technical or financial information disclosed by one party to the other, including personal data and the VisitorFlow Software.

2. Acceptance of Terms

By creating an Account, clicking “accept,” or using the VisitorFlow Software, Customer acknowledges that these Terms form a binding legal contract with the Company terms. Customer confirms that it has read and understood these Terms and agrees to comply with them. If Customer does not agree to the Terms, Customer must not use the VisitorFlow Software.

3. Licence and Permitted Use

• Licence Grant. Subject to these Terms and payment of applicable Subscription fees, the Company grants Customer a limited, nonexclusive, nontransferable and revocable licence to access and use the VisitorFlow Software for Customer’s internal business purposes. Customer may not transfer, resell, sublicense or permit third parties to use the VisitorFlow Software except as expressly permitted.
• Acceptable Use. Customer agrees not to (a) use the VisitorFlow Software in a manner prohibited by law or regulation; (b) reverse engineer, decompile or disassemble the software; (c) attempt to gain unauthorised access to the Company’s systems; (d) upload or transmit unlawful, infringing or harmful content; (e) disrupt the integrity or performance of the VisitorFlow Software; or (f) interfere with another user’s access. The Company may suspend or terminate accounts that violate acceptable use.
• Account Credentials. Customer is responsible for maintaining the confidentiality of user names and passwords and for all activities conducted through the Account. Customer shall notify the Company immediately of any unauthorised use or security breach.

4. Subscriptions, Fees and Payment

• Subscription Plans. The VisitorFlow Software is offered under various subscription plans (monthly, annual or other term options). Subscription details, prices and features are described on the Company’s website and may be updated from time to time. Unless stated otherwise, all fees are due in advance and are nonrefundable.
• Automatic Renewal. Subscriptions automatically renew for successive terms equal to the initial subscription period unless Customer cancels prior to the end of the thencurrent term. The Company will notify Customer of any material changes to subscription fees at least 30 days prior to renewal.
• Taxes. Prices exclude taxes, duties or levies unless otherwise indicated. Customer is responsible for paying any applicable taxes arising from its purchase.
• NonPayment. Failure to pay fees when due may result in suspension or termination of access following notice. The Company may charge interest on overdue amounts at the maximum rate permitted by law.

5. Intellectual Property

• Ownership. The VisitorFlow Software, including underlying software, design, user interfaces, and all content (except Customer Data), is and remains the exclusive property of the Company and its licensors. These Terms do not convey any ownership rights. Customer may not remove proprietary notices or modify the VisitorFlow Software.
• Feedback. Customer may provide suggestions, comments or other feedback regarding the VisitorFlow Software. Customer grants the Company a perpetual, worldwide, royaltyfree licence to use such feedback without restriction for any purpose.

6. Customer Data and Privacy

• Customer Data. Customer retains ownership of all data uploaded or processed through the VisitorFlow Software (“Customer Data”). Customer grants the Company the right to process and store Customer Data solely to provide, maintain and improve the software.
• Compliance with Data Protection Laws. The Company is committed to protecting personal data and complies with applicable dataprotection laws, including GDPR and the DPDP Act. Under GDPR, SaaS providers must process personal data lawfully, fairly and transparently, collect only data necessary for specific purposes, keep data accurate and up to date, retain data only as long as necessary, protect data with appropriate security measures and be accountable for compliance. Similarly, the DPDP Act requires data fiduciaries to implement technical and organisational measures, execute dataprocessing agreements, report security incidents promptly and ensure business continuity. The Company’s internal IT controls and SOC2 audited processes align with these obligations.
• Data Processing and Transfer. For personal data relating to EEA residents, the Company acts as a Data Processor and processes such data on behalf of the Customer (the Data Fiduciary). The Company will process personal data only on documented instructions from the Customer, implement appropriate security measures and assist the Customer in complying with datasubject rights (e.g., access, rectification, erasure, data portability). Crossborder transfers will be based on lawful mechanisms (e.g., standard contractual clauses).
• Data Subject Rights. Data subjects have rights to access, correct, erase and restrict processing of their personal data. Customer is responsible for responding to requests from data subjects. Where the Company receives a request directly, it will promptly inform the Customer and assist as necessary. Data subjects also have the right to withdraw consent, object to processing and lodge complaints with supervisory authorities.
• Security Measures. The Company maintains technical and organisational measures consistent with SOC2 Trust Services Criteria to protect Customer Data against unauthorised access, loss or disclosure. These measures include, among others: encryption in transit and at rest, rolebased access controls, incident response procedures, regular vulnerability assessments and business continuity plans.
• Data Breach Notification. In the event of a confirmed data breach affecting Customer Data, the Company will notify Customer without undue delay and provide sufficient information for Customer to meet its notification obligations under applicable law. Under the DPDP Act, data processors must promptly inform data fiduciaries of security incidents; the Company will cooperate with the Customer to make required notifications.

7. Confidentiality

• Obligations. Each party agrees to protect the other party’s Confidential Information with the same degree of care as it uses to protect its own confidential information, but no less than reasonable care. Confidential Information may be used solely for the purpose of performing obligations under these Terms.
• Exclusions. Confidential Information does not include information that (a) is or becomes publicly available without breach of an obligation; (b) was lawfully known by the receiving party prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without reference to the disclosing party’s Confidential Information.
• Compelled Disclosure. If a party is required by law to disclose Confidential Information, it will provide prompt notice to the other party (unless legally prohibited) and cooperate to limit the disclosure.

8. Warranties and Disclaimers

• Mutual Warranty. Each party warrants that it has the authority to enter into these Terms and that its performance will comply with applicable laws and regulations.
• Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED, THE VISITORFLOW SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” The Company disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose and noninfringement. The Company does not warrant that the VisitorFlow Software will be uninterrupted, errorfree, secure or free from viruses; nor does it warrant that data will not be lost or that defects will be corrected.
• No Service Level Commitment. Customer acknowledges that the VisitorFlow Software is provided without any servicelevel agreement or uptime guarantee. From time to time the software may be unavailable for maintenance, upgrades or other reasons. Our current software uptime is 99.00%

9. Limitation of Liability

• Exclusion of Damages. To the maximum extent permitted by law, the Company, its affiliates and suppliers shall not be liable for any indirect, incidental, special, consequential or punitive damages arising out of or in connection with these Terms or the use of or inability to use the VisitorFlow Software, including lost profits, lost revenues, loss of data, business interruption or damage to systems—even if advised of the possibility of such damages.
• Liability Cap. In no event shall the Company’s aggregate liability for all claims related to the VisitorFlow Software exceed the total amount paid by Customer to the Company under the applicable subscription during the twelve (12) months preceding the event giving rise to the liability.
• Data Loss and Breach. Customer acknowledges that limitations of liability provisions ban claims or cap damages for data loss or data breaches. While the Company implements reasonable security measures, no system is completely secure. The Company shall not be liable for any unauthorised access to, alteration of, or loss of Customer Data, except to the extent caused by the Company’s gross negligence or wilful misconduct.
• Applicability. Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, the liability of the Company shall be limited to the maximum extent permitted by law.

10. Indemnification

• By Customer. Customer shall indemnify, defend and hold harmless the Company and its affiliates from and against any thirdparty claims, damages and expenses (including reasonable attorneys’ fees) arising from (a) Customer’s breach of these Terms; (b) Customer’s violation of applicable law; (c) any Customer Data infringing thirdparty rights; or (d) Customer’s misuse of the VisitorFlow Software.
• By Company. The Company shall defend Customer against any thirdparty claim that the VisitorFlow Software infringes a patent, copyright, trademark or other intellectual property right, and shall pay any damages awarded, provided that Customer promptly notifies the Company and allows the Company to control the defence. If the VisitorFlow Software is held to infringe, the Company may modify it to avoid infringement, procure a licence or terminate Customer’s subscription with a prorated refund.

11. Term and Termination

• Term. These Terms commence on the date Customer first accesses the VisitorFlow Software and continue for the duration of the subscription unless terminated earlier.
• Termination for Cause. Either party may terminate these Terms (a) upon 30 days’ written notice of a material breach if such breach remains uncured at the end of the notice period, or (b) immediately if the other party becomes insolvent or ceases to do business.
• Termination for Convenience. Customer may cancel its subscription by providing written notice at least 30 days before the end of the current term; the Company may terminate Customer’s subscription upon 30 days’ notice. Fees already paid are nonrefundable.
• Effect of Termination. Upon termination, Customer’s right to use the VisitorFlow Software ceases immediately, and the Company may delete Customer Data after a reasonable retention period unless required by law to retain it. Sections that by their nature should survive (including but not limited to confidentiality, intellectual property, limitations of liability, indemnification, and governing law) shall survive termination.

12. Compliance with Laws

• Legal Obligations. Each party will comply with all applicable laws and regulations in connection with its performance under these Terms, including dataprotection laws such as GDPR and the DPDP Act. The DPDP Act requires Data Fiduciaries to formalise dataprocessing agreements, report security incidents and maintain business continuity measures, and to ensure that any data processors meet those standards. The Company’s internal controls and SOC2 compliance support these obligations.
• Customer Responsibilities. Customer represents that it has all necessary rights and permissions to process personal data using the VisitorFlow Software. Customer is responsible for providing notices to and obtaining consents from data subjects as required by law, configuring the software to meet its compliance obligations, and responding to datasubject requests. Customer acknowledges that under the DPDP Act the data fiduciary remains liable for compliance even when processing is undertaken by a data processor.
• International Use. Customer is responsible for ensuring that its use of the VisitorFlow Software complies with laws in its jurisdiction and with any restrictions on exporting or importing software or data.

13. Force Majeure

Neither party shall be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labour disputes, government actions or Internet or infrastructure failures. The affected party will notify the other party and make reasonable efforts to resume performance.

14. Assignment

Customer may not assign or transfer these Terms or any rights or obligations hereunder without the Company’s prior written consent. The Company may assign these Terms in connection with a merger, acquisition or sale of substantially all its assets.

15. Modifications to Terms

The Company reserves the right to update or modify these Terms at any time. Changes will become effective upon posting on the Company’s website or on the VisitorFlow Software and will be indicated by a revised “Effective Date.” Customer’s continued use after changes take effect constitutes acceptance of the modified Terms. If Customer does not agree to the modifications, Customer must stop using the VisitorFlow Software.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of India. Any dispute arising out of or relating to these Terms or the VisitorFlow Software shall be subject to the exclusive jurisdiction of the District Court of Vadodara, Gujarat, India, and each party consents to the personal jurisdiction of such court.

17. Miscellaneous

• Entire Agreement. These Terms constitute the entire agreement between the parties with respect to the VisitorFlow Software and supersede all prior or contemporaneous agreements, proposals and understandings.
• Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver. Failure or delay by either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.
• Notices. All notices under these Terms must be in writing and will be deemed given upon (a) personal delivery; (b) the second business day after mailing by internationally recognised courier service; or (c) the first business day after sending by email to the most recent address provided.

18. Contact Information

If you have any questions about these Terms, please contact us at:

Techgate Solutions Pvt Ltd
702 Onyx Business Center
O.P. Road, Vadodara 390020
Gujarat, India
Email: compliance@visitorflow.co