Reachall Solutions Private Limited — Terms & Conditions

These Terms & Conditions ("T&C") govern the provision of Reachall's AI voice agents platform, APIs, SDKs, and related services (the "Services") to Customers. These T&C apply to business customers (B2B) and should be read alongside any Order Form, Data Processing Agreement (DPA), Business Associate Agreement (BAA), Statement of Work (SOW), or other executed documents.

1. Definitions

• "Customer": Entity that orders Services from Reachall.
• "Customer Data": Data, content, and Personal Data submitted by Customer or its end users through the Service.
• "Order Form": Document describing the Services, fees, ordering terms, and effective dates.
• Other capitalized terms have the meanings stated in Reachall's Privacy Policy.

2. Provision of Services & License

• Reachall will provide Services in accordance with the Order Form and Documentation.
• Reachall grants Customer a limited, non-exclusive, non-transferable license to access and use the Service solely for Customer's internal business purposes subject to these T&C.

3. Customer Obligations & Responsibilities

• Customer is responsible for lawful collection of Personal Data (including obtaining consents for call recording where required by applicable law).
• Customer shall ensure that Customer Data does not contain unlawful content and shall comply with all applicable laws.
• If Customer intends to provide PHI to Reachall, Customer shall notify Reachall and execute a Business Associate Agreement (BAA) prior to submitting PHI.
• Customer must maintain security of their credentials, API keys, and integration endpoints and promptly notify Reachall of any suspected compromise.

4. Restrictions on Use

Customer will not, and will not permit third parties to:

• Use the Service to violate law, commit fraud, or infringe third-party rights; or
• Reverse engineer, decompile, or tamper with the Service; or
• Use the Service for disallowed high-risk automated decision-making without reachall's prior written consent and appropriate safeguards (including but not limited to life-critical medical decision automation).

5. Fees & Payment

• Fees are set forth in the Order Form. Unless otherwise stated, fees are payable in INR within 30 days of invoice receipt.
• Late payments may incur interest up to 1.5% per month or the maximum rate permitted by law, whichever is lower.
• Reachall may suspend Services for non-payment after providing 14 days' written notice, subject to applicable law.

6. Confidentiality

• Each party will keep the other's Confidential Information confidential and use it only to perform obligations under these T&C.
• Confidential Information includes Customer Data, business information, technical information, and pricing. Confidentiality obligations do not apply to information that is publicly available or lawfully obtained from a third party.

7. Data Protection & Processing

• Processing of Customer Data will be governed by a separate Data Processing Agreement (DPA) which sets forth the nature, purpose, duration, and categories of processing, and the technical and organizational measures implemented by Reachall.
• Customer authorizes Reachall to engage subprocessors under the terms of the DPA.

8. Warranties, Disclaimers & Service Level

• Reachall warrants it will provide Services in a professional manner consistent with industry standards. Specific SLAs (uptime, response times, maintenance windows) will be set forth in the Order Form or SLA document.
• EXCEPT AS EXPRESSLY PROVIDED, THE SERVICE IS PROVIDED "AS IS" AND REACHALL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

• Customer shall indemnify, defend, and hold Reachall harmless from claims arising out of (a) Customer Data; (b) Customer's breach of law; or (c) Customer's misuse of the Service.
• Reachall will indemnify Customer against third-party claims that the Service as provided infringes applicable patents or copyrights, subject to Reachall's right to remedy or replace the infringing part.

10. Limitation of Liability

• TO THE MAXIMUM EXTENT PERMITTED BY LAW, REACHALL'S AGGREGATE LIABILITY UNDER THESE T&C SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO REACHALL IN THE 12 MONTHS PRECEDING THE CLAIM.
• NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. This limitation does not apply to liability arising from willful misconduct, gross negligence, or breach of confidentiality/data protection obligations.

11. Term, Termination & Data Handling

• The Agreement starts on the effective date in the Order Form and continues for the term set there.
• Either party may terminate for a material breach if the breach is not cured within 30 days after written notice.
• Upon termination, Reachall will return or delete Customer Data in accordance with the DPA and Customer instructions.

12. Audit Rights

Customer may request evidence of Reachall's compliance (SOC 2 report, certifications). On-site audits are subject to Reachall's reasonable security and confidentiality requirements and may be satisfied by providing appropriate audit reports and third-party attestations.

13. Governing Law & Dispute Resolution

• These T&C are governed by the laws of India.
• The parties submit to the exclusive jurisdiction of the courts in Kolkata, India for resolution of disputes, except where the parties agree in writing to alternative dispute resolution.

14. Miscellaneous

• Assignment: Neither party may assign the Agreement without prior written consent, except to affiliates or in connection with a merger or sale of substantially all assets.
• Notices: Notices must be sent to the addresses in the Order Form or to Reachall's registered address and ashish@reachall.ai for privacy matters.
• Severability: If any provision is found unenforceable, the remainder of these T&C remains in force.
• Entire Agreement: These T&C, together with the Order Form, DPA, BAA (if applicable), and other executed documents, constitute the entire agreement between the parties.

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