Terms and Conditions

Flowsensy — a product by FLOWSENSY

IMPORTANT. READ CAREFULLY.

These terms and conditions for software licensing and its services ("Terms of Use") constitute a legal agreement between FLOWSENSY [insert CIN / registration number], a company incorporated under the laws of [insert jurisdiction of incorporation] with its registered office at [insert registered office address], whether acting on behalf of itself and/or on behalf of any of its affiliates and/or its third-party suppliers and/or its licensors and/or service providers (hereinafter referred to as "Company", "We", "Our" or "Us") and merchants (whether an individual or a legally recognized entity) involved in any lawful business for the provision of any services or goods (hereinafter referred to as "Client", "You" or "Your").

The Company, inter alia, offers a suite of messaging software-as-a-service solutions through a single platform to enable its customers to manage communications with their users under the name and style of "Flowsensy" ("Solution").

The Company may, at its sole discretion, authorize such persons from time to time who shall carry out all or any of its rights, duties and obligations under these Terms of Use, and any reference to "Flowsensy" under these Terms of Use shall be construed to mean and include any such persons duly authorized and acting on behalf of the Company.

These Terms of Use are an electronic record generated by a computer system and do not require any physical or digital signatures.

BY USING THE SOLUTION, THE CLIENT ACCEPTS THE TERMS OF THESE TERMS OF USE AND ANY ADDENDUM OR ANNEXURE FORMING PART OF THESE TERMS OF USE. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, THE CLIENT SHOULD NOT USE THE SOLUTION. THE COMPANY MAY MODIFY OR UPDATE THESE TERMS OF USE FROM TIME TO TIME AND THE SAME SHALL BE MADE AVAILABLE FOR ACCESS BY THE CLIENT.

1. DEFINITIONS

In these Terms of Use:

(i) capitalized terms defined by inclusion in quotations and/or parenthesis have the meanings so ascribed; and
(ii) the capitalized terms set out below shall have the meanings indicated therein. Headings are for convenience only and shall not define or limit the scope.

"Applicable Law" means and includes all applicable statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority or self-regulatory agency, statutory authority, tribunal, board or court having jurisdiction over the Company or the Client, as applicable.

"Applicable Data Protection Law" refers to all relevant laws, regulations and guidelines related to privacy, data processing, data protection, data security, encryption or confidentiality, applicable in the jurisdiction(s) in which the Solution is offered or used, as may be amended, replaced or superseded from time to time.

"Beta Products" means a pre-released version of the Solution or any of its components circulated to the Client to try under realistic conditions which are not pre-simulated.

"Business Day" shall mean any day other than Saturday, Sunday or any public holiday, on which banks are generally open for business in the Company's principal place of business.

"Intellectual Property" means and includes all intellectual property, in any part of the world, whether registered or not, and in particular:

all trademarks, service marks, trade names, logos, domain names; patents, design rights; trade secrets, including know-how, technology, formulae, industrial and commercial information, techniques and inventions; processes, manuals, documentation and technical data and information; copyrights, works of authorship, topography rights, database rights; computer hardware and software including source code, computer programs, user interfaces, software applications, software platform or infrastructure and any other related information;
all rights under licenses in respect of all of the above;
any applications or registrations for the protection of the rights specified in (i) and (ii) above; and
all renewals and extensions thereof; and the term "Intellectual Property Rights" shall be construed accordingly.

"Personal Data" means any information relating to an identified or identifiable natural person, or that is otherwise considered personally identifiable information, personal information or personal data under Applicable Data Protection Law.

"SaaS" means software as a service.

"Subscription Commencement Date" means the date on which the Client accepts and acknowledges these Terms of Use.

"Scheduled Maintenance" means the Company's scheduled routine maintenance of the Solution, of which the Client shall be notified at least two (2) hours in advance and which shall not exceed eight (8) hours per week.

"Third Party Services" means the third-party services made available by the Company under the Solution, including but not limited to WhatsApp.

"Update" means modifications or revisions made to the Solution: (i) to improve upon or repair existing features and operations; (ii) to ensure compatibility with new releases of existing systems (including hardware, operating systems and middleware) and external services through standardized interfaces; or (iii) to comply with Applicable Laws, regulations, industry standards or market practice — other than an Upgrade.

"Upgrades" means new versions of the Solution intended to enhance its functionality and that may change the version number of the Solution.

2. TERM

These Terms of Use are effective until terminated in accordance with the terms set forth herein ("Term") and will be automatically renewed beyond the Term ("Auto Renewal") upon the same terms and conditions, unless expressly revoked by the Client in writing.

3. GRANT OF LICENSE

During the Term, in consideration of payment of the Fees by the Client to the Company and subject to the terms and conditions herein, the Company grants to the Client a limited, non-exclusive, personal, revocable, non-transferable and non-licensable license to access and use the Solution on a subscription basis, in accordance with these Terms of Use. Nothing herein shall be construed as creating any arrangement for transfer of title, ownership or interest, including rights under any Intellectual Property, in or of the Solution in favour of the Client.

The Solution shall be made available by the Company to the Client as a service on a SaaS model, whereby the Company will provide the Client access to the Solution by hosting it on a centrally hosted system, to which the Client will be given necessary access. The Company reserves for itself all other rights and interests not explicitly granted under these Terms of Use. The Client's subscription to the Solution shall commence on the Subscription Commencement Date, irrespective of the Trial Period. The Client agrees and acknowledges that any delay in implementation of the Solution attributable to the Client — illustratively, non-provision or delayed provision of any material, information or documents requisitioned by the Company — will not change the Subscription Commencement Date, and the Client will remain liable to pay the Fees in accordance with these Terms of Use.

Notwithstanding the foregoing, the Client acknowledges and agrees that use of the Solution shall be subject to such additional terms and conditions and the privacy policy applicable thereto, including any updates thereto from time to time. These Terms of Use are in addition to, and not in derogation of, any such terms and conditions and privacy policy, which shall be read into and form an integral part of these Terms of Use.

4. LICENSE AND USE OF SOLUTION

For availing the Solution, the Client hereby expressly consents and agrees to provide all information, including any applicable documents required by the Company — including the Client's identity, address and payment details — from time to time.

The Client acknowledges and agrees that the Solution provided under these Terms of Use, during the Term, is non-exclusive in nature, and that the Company shall be entitled at all times to deal with the Solution in any manner it deems fit, including provision of services using the Solution itself or through any variation, Update or Upgrade, through any third party, from time to time. The Solution shall, at any time, include all modifications, Updates, future or new Upgrades and additions, at the sole discretion of the Company. The Client's continued use of the Solution following any such Updates and Upgrades will be deemed acceptance of the same.

The License granted under these Terms of Use is only for the Client's limited use of the Solution for its business operations and shall not include, without limitation, the right to:

license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Solution or its content in any way;
circumvent or disable any security or other technical features of the Solution;
modify, reproduce or make derivative works based on the Solution or its content;
create internet "links" to the Solution, or "frame" or "mirror" any content on any other server or wireless or internet-based device;
reverse engineer or access the Solution for any purpose whatsoever, including without limitation to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Solution, or (iii) copy any ideas, features, functions or graphics of the Solution; or
use the Solution for any purpose other than the Client's internal business operations.

The provisions of this Clause 4 (License and Use of Solution) constitute a material term of these Terms of Use, the breach of which by the Client shall constitute an immediate and material breach and grounds for termination. The Client agrees that use of the Solution, or any part thereof, by any party other than the Client will not be permitted unless specifically approved by the Company in writing.

IMPORTANT: The Client will need to maintain access to, and be solely responsible for, any registered mobile number/SIM card used with the Solution, and must be able to present the same in cases of emergencies within no longer than 30 minutes.

The Solution shall, inter alia, consist of the following components:

(a) Client Data. The Solution shall be structured entirely on the Company's proprietary platform under the name and style "Flowsensy" and shall integrate various information and inputs relating to the business and user/customer details of the Client, as provided to the Company on the Subscription Commencement Date or at any time during use of the Solution.

(b) Inbox Dashboard. The Client shall have access to its "Inbox Dashboard," a web-based messaging application forming part of the Solution, wherein messages sent by the Client's users are automatically visible to the Client in their connected messaging application (such as WhatsApp/WhatsApp Business).

(c) Support and Assistance. The Company shall provide prompt support and assistance to the Client in case of any exigencies, breakdown, error or deficiency in the Solution affecting the Client's use thereof.

(d) Early Access to Beta Products. The Company may reach out to the Client to test Beta Products, with a written request. Such early access shall be made available on an "as is" and "as available" basis, without any warranties, representations, indemnities or contractual commitments of any kind, to the extent permitted under Applicable Laws.

5. RIGHTS AND OBLIGATIONS OF THE CLIENT

(i) Client's Unauthorized Access: The Client shall take all reasonable measures to ensure that information transmitted to or from the Company's servers is secure, and shall not authorize any third person to gain unauthorized access to the Company's servers. The Client may authorize its personnel to use the Solution and must ensure such authorized personnel follow reasonable security measures the Client would itself follow; any default by such personnel shall be deemed a default by the Client.

(ii) Client Compliance with Law: The Client shall ensure it has obtained all necessary approvals and licenses from concerned authorities for utilizing the Solution, and shall be solely liable for any default by it or its personnel, employees, consultants or other authorized persons.

(iii) Client Cooperation: The Client shall cooperate with the Company for any integration required under these Terms of Use and shall provide the Company unfettered access to its systems and computing platform as and when required.

(iv) Client Payment: The Client shall pay all amounts due under these Terms of Use as and when requested by the Company.

(v) Trial Period: The Client may be placed on a trial period of 7–14 days ("Trial Period") from the Subscription Commencement Date, entitling it to limited/complete use of the Solution. The rights and obligations in these Terms of Use apply equally during the Trial Period. The Client may terminate these Terms of Use on or before expiry of the Trial Period without payment of Subscription Fees; upon expiry, the Client shall be automatically charged the applicable Subscription Fees and/or Usage Fees.

6. LICENSE FEE AND PAYMENT TERMS

In consideration of the grant of License, the Client shall pay the Company as follows:

(a) Subscription Fee: The subscription period shall commence on the Subscription Commencement Date and continue until the Subscription End Date, unless otherwise agreed. The Client agrees to provide appropriate payment details for the Company to process a non-transferable, non-refundable Subscription Fee at the end of the Trial Period.

(b) Prepaid Credits: In addition to the Subscription Fee, the Client shall recharge its Prepaid Credits as needed to send and receive conversation messages via its connected WhatsApp Business API number on Flowsensy, per the conversation messaging charges on Flowsensy's pricing page. Prepaid Credits are non-transferable and non-refundable ("Prepaid Credits"). Subscription Fees and Prepaid Credits are together referred to as "Fees."

(c) The Client acknowledges that, in addition to applicable Subscription Fees, a convenience fee equivalent to two percent (2%) of the applicable Subscription Fees ("Convenience Fee") shall be levied at the time of final payment, forming part of the total consideration and reflected in the relevant invoice. The Convenience Fee also applies to Prepaid Credits loaded by the Client and is non-refundable.

(d) Outstanding Deficit: The Services are provided on a prepaid basis. If the Client's prepaid Account lacks sufficient balance, access will be restricted until additional funds are added. Any negative balance ("Outstanding Deficit") becomes immediately due and payable without notice, and the Client irrevocably authorizes the Company to charge the Client's linked payment method to recover such amounts. Any credited amount shall be automatically set off against the Outstanding Deficit. The Company may suspend or terminate access until all outstanding amounts are settled, without prejudice to other remedies.

All payments are exclusive of applicable government levies and taxes, which shall be borne by the Client. The Client shall comply with all applicable withholding tax filing formalities and shall provide the Company with tax deduction certificates and information necessary to assist with the Company's tax and statutory obligations.

General Payment Terms

(a) The Client's obligation to pay is absolute and is not negated by the Company failing to raise an invoice.
(b) The Client shall pay (i) the Subscription Fee immediately or at the end of the Trial Period, as applicable; and (ii) the Usage Fee by the 5th day of every month for work performed in the preceding month.
(c) The Company may suspend the Client's access if the Usage Fee is not paid within the stipulated period.
(d) Any payment default shall accrue interest at 2% per month (24% annually), or the maximum permitted under Applicable Law, whichever is lower, from the due date until repayment.

Prepaid Credits Guidelines

"Inactivity" or "inactive" means a User account with no active subscription.

Upon classification as inactive, any Prepaid Credits balance becomes subject to a lapse period of 365 calendar days ("Lapse Period") from the date the account is first deemed inactive. A User may avoid lapse by reactivating the account within the Lapse Period, subject to the Company's verification and applicable policies.

Upon expiry of the Lapse Period, any unutilised Prepaid Credits balance shall automatically expire and cease to be redeemable, without notice, refund or compensation. Reactivation after expiry of the Lapse Period does not reinstate lapsed Prepaid Credits. Such lapse is final, and the User waives all claims against the Company arising from it. The Company bears no responsibility for loss of Prepaid Credits balance due to account inactivity; it is the User's sole responsibility to monitor account activity and balance.

7. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other that: it is duly incorporated and validly existing under Applicable Laws; it has taken all corporate actions necessary to execute, deliver and perform its obligations hereunder; it has obtained all statutory approvals/permissions/no-objections necessary for its activities; there are no pending or, to its knowledge, threatened judicial or administrative actions that would materially affect its ability to perform hereunder; and it is not subject to any contractual obligation that would cause it to breach these Terms of Use.

The Client further represents and warrants that: it possesses the financial ability to pay applicable Fees; it has procured, and shall maintain throughout the Term, all necessary third-party and governmental approvals, registrations, authorizations, licenses and permits required to utilize the Solution; and it is, and shall remain, in full compliance with all Applicable Laws, including Applicable Data Protection Laws.

8. RIGHT TO SUSPEND CLIENT'S ACCESS TO THE SOLUTION

(i) Company's Right to Suspend: The Company may suspend the Client's access to any or all of the Solution immediately, without notice, if it determines the Client's use of the Solution: (i) poses a security risk to the Company, the Solution or a third party; (ii) may adversely impact the Company's other services, products, systems or other customers; (iii) may subject the Company or its affiliates to liability; or (iv) may be fraudulent — or if the Client is in breach of these Terms of Use, including payment defaults, or ceases to operate in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, reorganization, liquidation, dissolution or similar proceedings.

(ii) Effect of Suspension: The Client remains responsible for all Fees incurred through the date of suspension, including for any portion of the Solution to which access continues, plus applicable data storage and in-process task fees. The Company shall not erase Client content or data uploaded prior to suspension, except as otherwise specified herein. This suspension right is in addition to the Company's termination rights under Clause 11 (Termination).

9. CONFIDENTIALITY

(i) Definition and Exclusions:

"Confidential Information" includes any confidential or proprietary information or material (including data relating to current or prospective products and processes) made available, whether intentionally or otherwise, by or on behalf of a Party to the other Party, its affiliates, subcontractors or representatives, relating to the business, operations, affairs, technologies, plans and strategies of the disclosing Party, whether oral, written, graphic, electronic, or in sample form, and whether or not marked confidential (the existence and terms of these Terms of Use being deemed Confidential Information of both Parties).

Confidential Information excludes information that: (i) was generally available to the public when received; (ii) becomes publicly available other than through breach hereof; (iii) was already in the receiving Party's possession prior to receipt; (iv) is received from a third party lawfully in possession thereof and under no confidentiality obligation; or (v) is independently developed without use of the disclosing Party's Confidential Information.

(ii) Disclosure Obligations: Each Party agrees to: use the same care to prevent disclosure of the other Party's Confidential Information as it uses for its own information of a similar nature (but no less than a reasonable standard of care); use such information solely to perform its obligations hereunder; not acquire any right in or assert any lien against it; disclose it only to employees, agents and subcontractors with a need to know and a legal duty to protect it (remaining responsible for their acts/omissions); and immediately notify the disclosing Party of any unwanted disclosure, loss or breach.

(iii) Required Disclosure: A Party may disclose Confidential Information to the extent required by Applicable Law or court/governmental order, provided it gives prompt notice and cooperates with efforts to obtain protective measures. A Party may also disclose the terms of these Terms of Use to the extent necessary to enforce its rights. Confidentiality obligations survive termination.

(iv) Equitable Relief: Each Party acknowledges that breach of these confidentiality obligations may cause immediate and irreparable injury, entitling the disclosing Party to injunctive relief without bond, in addition to all other available remedies.

10. TERMINATION

The Client may terminate these Terms of Use on or before the end of the Trial Period. After the Trial Period, the Client may terminate by declining Auto Renewal and providing written notice to the Company, upon which the Company shall terminate the Client's access to the Solution ("Subscription End Date").

Effect of Termination:

(a) On the Subscription End Date, all rights and benefits granted herein revert to the respective Parties, and all amounts due from the Client through that date remain payable.
(b) The Client's right to access and use the Solution ceases immediately on the Subscription End Date.
(c) The Client shall destroy all Confidential Information, promotional materials, manuals and instruction booklets furnished by the Company. If copies are retained due to automatic archiving/backup procedures, the confidentiality obligations under Clause 9 continue to apply.

11. SERVICE LEVELS

Use of the Solution shall be measured against service levels established in good faith by mutual agreement ("SLA").

Target Availability: The Company will use commercially reasonable efforts to make the Solution available with an uptime of 95% of each financial year ("Target Availability").

Exclusions: Uptime calculations exclude unavailability due to: (a) unauthorized use of the Solution by the Client; (b) general internet problems, force majeure events or other factors beyond the Company's control; (c) the Client's own equipment, software, network or infrastructure; (d) third-party systems, acts or omissions; or (e) Scheduled Maintenance or reasonable emergency maintenance.

Remedy: If the Solution fails to meet Target Availability for two consecutive months, the Client may terminate these Terms of Use by notice after the end of the second such month, and the Company will refund Fees paid for utilization of the Solution during the affected period.

12. THIRD PARTY APPLICATIONS

Third-party products, software, services and applications, including Third Party Services, may be included with or downloaded in the course of using the Solution. The Company makes no representations about such third-party products or services, has no control over them, and is not responsible or liable for their availability, content, advertising, products or performance. Use of such third-party products/services is entirely at the Client's own risk, and the Client indemnifies and holds harmless the Company from any related risks. Such use is governed by the relevant third party's own terms of use, license agreement and privacy policy, which are incorporated herein by reference to the extent applicable.

13. DATA PROTECTION & PRIVACY

(i) Unless explicitly stated otherwise, the Client is responsible for obtaining relevant consents under Applicable Data Protection Laws from users and/or data subjects. The Company shall have no liability towards any users arising from the Client's collection and processing of Personal Data.

(ii) The Client shall maintain records of all consents collected as required under Applicable Data Protection Laws and shall be liable for any damages the Company incurs due to inaccurate or insufficient consents.

(iii) The Company will not use Personal Data received from or processed on behalf of the Client for any purpose other than as necessary to provide the Solution under these Terms of Use.

(iv) Both Parties shall comply with Applicable Data Protection Laws and undertake reasonable security practices as prescribed thereunder.

(v) Messaging Infrastructure (including WhatsApp Cloud API): Where the Solution facilitates messaging via WhatsApp Business Platform/Cloud API (a Meta product) or similar third-party infrastructure, the Client confirms and agrees that data shared via such infrastructure will reside on that infrastructure's own servers ("Data Residence"), which may be located outside the Client's home jurisdiction. The Client acknowledges that data localization is not offered by the Company for data shared or obtained through such third-party messaging infrastructure in the course of providing the Solution.

14. ACCOUNT SECURITY AND PHISHING AWARENESS

You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. Flowsensy will never ask you to share your password, OTP or other sensitive information through unofficial links or third-party channels.

To access your account securely, use only the official Flowsensy login page. If you receive communications containing alternative links or requests for personal information, do not click or respond — report any such activity to support@flowsensy.com immediately.

15. DISCLAIMERS OF WARRANTIES

(i) To the extent permitted by Applicable Law, the Company disclaims all representations and warranties that the Solution will be uninterrupted, error-free, devoid of bugs, viruses or bots, or provided on a timely, secure or uninterrupted basis.

(ii) The Company shall not be liable for errors, omissions, interruptions, deletion of files or emails, loss of or damage to data, defects, viruses, delays in operation or transmission, failure of performance, communication failure or data pilferage related to use of the Solution.

16. INDEMNITY

(i) Client Indemnity: The Client agrees to indemnify, defend and hold harmless the Company, its affiliates, directors, officers, agents and employees from all losses, liabilities, claims, damages, demands, suits, costs and expenses arising out of: (a) breach or non-compliance with any obligation, warranty, representation or covenant herein by the Client or its representatives; or (b) infringement of any third party's Intellectual Property Rights arising from the Client's use of the Solution.

(ii) Company's Indemnity: The Company agrees to indemnify, defend and hold harmless the Client from all losses, liabilities, claims, damages, demands, suits, costs and expenses arising from third-party claims relating to the Company's provision of the Solution.

17. LIMITATION OF LIABILITY

(i) Neither Party shall be liable to the other for any indirect, special, incidental, punitive or consequential loss or damages, or for losses that could have been avoided through reasonable diligence, even if advised of the possibility of such damages.

(ii) The Company's maximum aggregate liability under these Terms of Use, whether arising from contract, indemnity, tort or otherwise, shall not exceed the Fees paid by the Client to the Company in the twelve (12) months preceding the date the claim arose.

18. INTELLECTUAL PROPERTY RIGHTS

All Intellectual Property Rights in and title to the Solution, including present or future modifications, Updates and Upgrades, shall remain the exclusive property of the Company at all times. These Terms of Use do not transfer any ownership or proprietary interest in the Solution to the Client, except as expressly provided herein or agreed in writing. The License granted pertains solely to the Solution developed by the Company and does not extend to any third-party software or intellectual property, which the Client is solely responsible for obtaining and maintaining at its own cost. The Client shall have no rights to any other Company software or products not expressly licensed hereunder. The Client shall not, during or after the Term, contest the validity or ownership of the Company's Intellectual Property, nor use or register any trademark, design, product name or trade name confusingly similar to the Company's. The Client shall promptly notify the Company of any claims or notices concerning the Company's Intellectual Property and shall provide reasonable support as requested.

19. INDEPENDENT CONTRACTOR

The relationship between the Parties is on a principal-to-principal basis. Each Party is an independent contractor and not a legal representative, partner or agent of the other, and neither has authority to create obligations on behalf of, or bind, the other.

20. GOVERNING LAW, ARBITRATION AND JURISDICTION

These Terms of Use shall be governed by and construed in accordance with the laws of [insert governing jurisdiction], and, subject to the arbitration clause below, the courts located at [insert city] shall have exclusive jurisdiction. Any dispute arising out of or in relation to these Terms of Use shall first be addressed through good-faith discussions between the Parties' senior management. If not resolved within 30 days, the dispute shall be referred to arbitration before a sole arbitrator jointly appointed by both Parties, under [insert applicable arbitration law]. The venue of arbitration shall be [insert city], and proceedings shall be conducted in English. The Parties may agree to conduct arbitration virtually via video conferencing or other mutually agreed audio-visual means.

21. PUBLICITY

The Company reserves the right to use the Client's name, logo and performance metrics obtained under these Terms of Use for its own marketing and advertising purposes. The Client expressly consents to such usage and grants the Company a perpetual, irrevocable, worldwide, royalty-free license for that purpose.

22. FORCE MAJEURE

Except for the duty to make payments when due and the indemnification provisions herein, neither Party shall be liable for failure or delay in performance arising from a Force Majeure Event — meaning any act of God, act of nature, terrorism, insurrection, revolution, civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, applicable governmental laws/rules/regulations, inability to procure material, equipment or labor, acute shortages, or other causes (excluding financial ones) beyond a Party's reasonable control. If a Force Majeure Event delays performance for 15 consecutive days, the Parties shall discuss termination of these Terms of Use without further liability, though the Client remains liable for Fees for utilization of the Solution already provided.

23. CONTACT DETAILS

All communications or notices to the Company shall be in writing and addressed as follows (details may be updated from time to time and made available on the Solution):

Email: hello@flowsensy.com

24. SURVIVAL AND SEVERABILITY

Rights and obligations that by their nature should survive, or are expressly stated to survive, shall remain in full force notwithstanding expiry or termination of these Terms of Use. If any provision (or portion thereof) is determined invalid or unenforceable, the remaining provisions shall remain binding and enforceable.

25. WAIVER

Neither Party shall, by mere lapse of time without notice, be deemed to have waived any right or remedy arising hereunder or in connection with any breach or illegality by the other Party. Waiver of any right or remedy shall not be construed as a waiver of any other right or remedy, nor as a continuing waiver with respect to similar, ongoing or repeated circumstances.

26. ASSIGNMENT

The Company may assign these Terms of Use, in whole or part, at its discretion, at any time, to any of its affiliates, group companies, holding company, subsidiaries or third parties without notice to the Client. The Client shall not assign these Terms of Use, or any part thereof, without the Company's prior written consent.