Legal

Terms & Conditions

The unexciting but important terms and conditions for using Recepto Services.

Last updated: 24th Jul, 2026

Definitions

Affiliate means an entity controlling, controlled by or under common control with a Party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the Party;

Agreement means this agreement, the Insertion Orders and any other documents included hereunder by reference, as may be amended from time to time in accordance with the terms of this Agreement;

Software means Recepto software application programs set forth on the Insertion Order which are made accessible to the Client to use under the terms of this Agreement;

Client Data means the limited information provided by the Client for the purpose of availing the Services, being: (i) the Client's company/business name and its registered details; (ii) a description of the nature of the Client's business; (iii) the name and email address of the Users authorised to access the Services; and (iv) the criteria, parameters, rules and other inputs configured by the Client to create a Play, together with the results generated from processing the foregoing. For the avoidance of doubt, Client Data does not include, and Client shall not upload or enter, any personal data, sensitive personal data or special category data of any of its employees, customers or other third parties (other than the name and email address of its Users as set out above);

Play means the set of configurable criteria, parameters, triggers and business rules created by the Client within the Software to define its lead-generation and sales-intelligence requirements, based on which the Software identifies and surfaces relevant leads and prospects to the Client from Public Data and/or Third-Party Data.

Public Data means information that is publicly available or accessible on the internet, through public records or filings, or through third-party directories, listings or databases that are generally accessible to the public. Third-Party Data means data and information sourced by Recepto from third-party data providers, aggregators or partners for the purpose of providing the Services. For the avoidance of doubt, Public Data and Third-Party Data are not Client Data, are not owned or controlled by the Client, and have not been independently verified by Recepto;

Documentation means the user's guide, compilation instructions, requirements including documents, manuals and computer-readable files regarding the installation, use, operation, functionality, troubleshooting, specifications and other technical information, being hosted online, sufficient for the purpose of usage of the Services;

Intellectual Property Rights means collectively or individually, the following worldwide rights relating to intangible property, whether or not filed, perfected, registered or recorded and whether now or hereafter existing, filed, issued or acquired: (i) patents, patent disclosures, patent rights, know-how, including any and all continuations, continuations-in-part, divisions, reissues, re-examinations, utility, model and design patents or any extensions thereof; (ii) rights associated with works of authorship, including without limitation, copyrights, copyright applications, copyright registrations; (iii) rights in trademarks, trademark registrations, and applications therefore, trade names, service marks, service names, or logos; (iv) rights relating to the protection of trade secrets and confidential information; and (v) Internet domain names, Internet and World Wide Web URLs or addresses or mobile phone applications; (vi) mask work rights, mask work registrations and applications therefore; and (vii) all other intellectual or proprietary rights anywhere in the world including rights of privacy and publicity, whether or not requiring registration and whether or not such registration has been obtained;

Services mean the list of services opted by the Client as detailed in the Insertion Order.

Service Levels — as listed in Annexure A of this Agreement.

User means every employee (part time or full time)/representative/consultants/interns of the Client who uses the Service through user logins issued under this Agreement.

Services and Insertion Order

Services

Recepto shall provide Client with access to its proprietary technology services as more specifically described in one or more insertion orders (“Insertion Orders” or “IOs”) executed by both Parties from time to time.

Insertion Orders

Each IO may specify: (a) the specific Services / Plan to be provided; (b) the subscription term; (c) fees and payment terms; (d) number of authorized users; (e) any custom requirements or specifications; and (f) other commercial terms. Each IO shall be governed by this Agreement and the Terms and Conditions as contained on Recepto’s website.

Order of Precedence

In the event of any conflict between this Agreement, the Terms and Conditions, and any IO, the order of precedence shall be: (i) the IO (for commercial terms only); (ii) the Terms and Conditions and then (iii) this Agreement.

Nature of Services

Client acknowledges and agrees that: (a) the Services are generated by processing Public Data and Third-Party Data against the Play configured by the Client, and not by processing any personal or sensitive data supplied by the Client; (b) Recepto does not independently verify, and makes no representation or warranty as to the accuracy, completeness, currency or legality of any Public Data or Third-Party Data, nor as to the suitability, quality, or business outcome of any lead, prospect or recommendation generated by the Software; (c) Recepto shall have no liability whatsoever arising out of the Client's or any User's reliance on, or use of, any output, lead or recommendation generated by the Software; (d) the Client is solely responsible for independently verifying and evaluating any leads or prospects prior to relying on the same for any business or commercial purpose; and (e) as a service provider, Recepto only provides leads and prospect information, and does not verify, and makes no representation or warranty regarding, the authenticity, accuracy, or genuineness of any lead or the information associated with it; the Client shall exercise its own knowledge, diligence, and business judgment in contacting, verifying, and following up with any lead, and Recepto shall not be liable for any claim, loss, or damage of any nature whatsoever arising out of or in connection with the Client's or any User's reliance on, or engagement with, any lead provided through the Services.

Third-Party Data

Recepto shall not be responsible or liable for the accuracy, completeness, availability, or lawfulness of any Third-Party Data made available through the Services, nor for any acts or omissions of the relevant third-party data providers. Where the Client or any User accesses or uses any Third-Party Data through the Services, the Client shall, and shall ensure its Users, comply with the applicable terms and conditions, licenses, and usage restrictions imposed by the relevant third-party data provider(s) from time to time, and Recepto shall have no liability whatsoever for the Client's or any User's failure to so comply.

Fees and Payment

Fees

Client shall pay the fees specified in each applicable IO. All fees are non-refundable and payable in advance in accordance with the timelines specified in the applicable IO and Invoice raised by Recepto thereunder.

Invoice

Recepto shall raise an invoice for the Services in accordance with the applicable IO. All invoices shall be payable within the timeline specified in the applicable IO. In case of any discrepancy in an invoice, the Client shall notify Recepto within three (3) working days of receipt, failing which the invoice shall be deemed accepted. All invoices shall be emailed to the contact email address provided by the Client. If any invoice remains unpaid for more than seven (7) days after its due date, the Services shall be automatically suspended until all outstanding dues are paid in full. The Services shall resume only after all outstanding dues have been paid in full.

Taxes

All fees are exclusive of taxes. Client shall be responsible for all applicable taxes (excluding Recepto's income taxes). Where the Client makes any deduction of any transaction tax (including GST), the Client shall provide, in a timely manner, evidence of such deduction.

Rights and Obligations

Rights and Obligations of the Parties.

During the Term of this Agreement, the Parties shall perform the obligations set forth in this Agreement, the Terms and Conditions, the IOs, and any addendum executed by both Parties in the manner set out therein.

Additional obligations may be agreed upon by the Parties from time to time, by amendment to this Agreement or under the IOs, which shall be separately and consecutively numbered.

Each party will conduct all business activities in a manner that does not disparage the good name, reputation, products and services of the other Party.

Right and Obligations of the Client.

The Client shall in a timely manner, provide all accurate facts, information and documents required for the due performance of the Services.

The Client shall ensure it complies with all applicable laws and the Terms and Conditions;

The Client shall be responsible for fulfilling its payment obligations in accordance with the terms of this Agreement and the applicable IOs;

The Client shall be responsible for all activities under its account; and

The Client shall obtain necessary consents for processing any personal data through the Services.

The Client shall, and shall ensure its Users do, comply with all applicable laws relating to telemarketing, unsolicited commercial communications and electronic marketing when contacting or communicating with any lead or prospect obtained through the Services

Representations and Warranties

Recepto represents and warrants that (i) Recepto shall at all times perform the Services in accordance with all laws, rules, regulation applicable to it and its business, (ii) the Software, Website or Service, to the best of its knowledge, do not violate any proprietary and intellectual property rights of any third party, (iii) it will not knowingly introduce any virus or other harmful computer code, files, scripts, or agents into the Software.

Except as expressly otherwise provided in clause 5.1, Client’s use of the software, website, application and services is on an “as is”, “as available” basis. Recepto shall use commercially reasonable efforts to maintain performance of the software, website, application and services; however, except as expressly provided in this clause 5.1, Recepto makes no warranty and specifically disclaims warranties noninfringement, merchantability or fitness for a particular purpose. Recepto does not warrant that the software, website, application and services (or any of them) will be uninterrupted, error-free, or completely secure.

Client represents and warrants that (i) Client complies with all applicable laws and regulations with respect to its activities under this Agreement ; (ii) the Service will be used only for internal purpose and for no other purpose, (iii) Client is solely responsible for the Client Data posted, uploaded or transmitted, while using the Services, by Client or by any person or any entity whom the Client permits to access the Services, (iv) Client will not infringe Recepto’s Intellectual Property Rights, (v) Client has the right in Client Data or has obtained consent from the Users to use their personal data and all other data posted, uploaded or transmitted for the purpose of receiving continuous Service from Recepto, (vi) Client, at all times, will implement security procedures necessary to limit access to the Services to its Users, (vii) Client or its Users will not use the Services in a manner that (a) is prohibited by any law or regulation, (b) will disrupt a third parties’ similar use; (c) violate or tamper with the security of the Software or any Recepto computer equipment or program.

Client will ensure that (i) Client or its Users will enter accurate information (where required) while using the Services and (ii) its Users are familiar with the use and operation of the Service. Client and/or User is responsible for all activity occurring under its or its User Logins. The Client acknowledges that Recepto shall not be liable for any failure or default to provide Services on account of any failure or delay by the User to configure the User’s equipment for access to the Service. Any configuration or set up of the User equipment for access to the Website and the Services shall be the sole responsibility of the User and the Client.

Proprietary Rights

Client shall retain all right, title and interest in and to the Client Data. Client represents and warrants and will require its Users to represent and warrant that (i) it has all the necessary right and title to upload the Client Data into the Software; (ii) it will not use the Service in any manner which violates any third party’s rights and (iii) by uploading, transmitting or allowing the transmission of any Client Data via the Service, it grants Recepto a royalty-free, revocable, sublicensable (with its infrastructure hosting partners, product partners), non-exclusive license to access, use, store, capture, maintain, transmit and display such Client Data in whole or in part via the Service for the duration and in connection with Recepto’s provision of Services to the Client.

Recepto shall retain all right, title and interest in and to the Software, Website any hardware, data, tools, processes, techniques, features, or other materials that it uses or develops in connection with its provision of the Services, subject to Client’s rights to the Client Data (“Recepto Materials”). The Services, and all of their elements, shall remain the property of Recepto. Client shall have no right, title or interest therein except as specified above. All repairs, modifications, upgrades, and enhancements, including without limitation any Client suggestions for new features or functionality of the Services, are the property of Recepto.

Subject to the terms and conditions of the Agreement, Recepto hereby grants Client a limited, revocable, non-exclusive, non-transferable, non-assignable license to use the Service via the Website, only for its internal business purposes, during the Term. All rights not expressly granted to Client in and to Recepto Materials are reserved by Recepto.

Except as expressly permitted under the Agreement, Client agrees not to do and ensure any third party shall not do the following: (i) copy all or any portion of Recepto Materials other than for the sole purpose of back-up; (ii) reproduce, alter, modify, transmit, create derivative works of Recepto Materials; (iii) decompile, reverse engineer, or disassemble all or any portion of Recepto Materials or use a robot, spider, or any similar device to copy or catalog any materials or information made available through the Service; (iv) derive or attempt to derive Recepto’s Material source code by any means; (v) sell, rent, lease, distribute or otherwise transfer the Service to any third party; (vi) use the Service to transfer threatening, abusive, obscene, hateful, libelous, invasive of another party’s privacy, discriminatory, unethical or racially objectionable material; (vii) take any actions, whether intentional or unintentional, that may circumvent, disable, damage or impair the Services' control or security systems, or allow or assist a third party to do so.

Subject to confidentiality obligations set forth in this Agreement, Recepto may use Client information in anonymized form for statistical purposes in order to improve the services without revealing the identity of the Client.

Except as expressly permitted under this Agreement, the Client shall not, and shall ensure its Users do not: (i) sell, resell, sublicense, redistribute, or otherwise make available to any third party any lead, prospect, or other output generated through the Services, other than to the Client's own personnel, Affiliates, or contractors engaged for the Client's internal business purposes and bound by confidentiality obligations no less protective than those in this Agreement; or (ii) use the Services or any such output to build, maintain, enhance, or contribute to any product, database, or service that competes with, or is a substitute for, the Services.

Confidential Information

For purposes of this Clause, a Party receiving Confidential & Proprietary Information (as defined below) shall be the “Recipient” and the Party disclosing such information shall be the “Discloser”. Recepto Materials (including any Documentation, source code, translations, compilations, partial copies and derivative works) is confidential and proprietary information of Recepto or its designated third-party supplier, Client Data is the confidential and proprietary information of the Client (in each case, “Confidential & Proprietary Information”). Confidential & Proprietary Information includes any non-public information, whether tangible or intangible, and in whatever form or medium provided, as well as any information generated by a Party that contains, reflects, or is derived from such information, including the pricing under this Agreement.

All Confidential Information in tangible form shall be marked as “Confidential” or the like or, if intangible (e.g. orally disclosed), shall be designated as being confidential at the time of disclosure and shall be confirmed as such in writing within thirty (30) days of the initial disclosure.

Notwithstanding the foregoing, the following is deemed Recepto's Confidential Information with or without such marking or written confirmation: (i) the Software and other related materials furnished by Recepto; (ii) the oral and visual information relating to the Software; and the terms and conditions of this Agreement.

Confidential & Proprietary Information does not include information: (i) independently developed by Recipient without having access or using any Confidential & Proprietary Information; (ii) already in the public domain or comes in public domain through no wrongful act of Recipient, or (iii) received by Recipient from a third party who was free to disclose it, or (iv) information which is disclosed in response to an order or requirement of a court, administrative agency, or other governmental body or pursuant to the rules of any applicable securities market or exchange; provided, however, that (i) the Recipient must provide prompt notice (to the extent legally permitted) of the proposed disclosure to the Discloser. Recipient hereby agrees that during the Term (defined below) and at all times thereafter it shall not misuse or disclose such Confidential & Proprietary Information to any person or entity, except to its Affiliates, Associates, directors, officers, employees, agents, attorney’s contractors (collectively “Representatives”) having a “need to know” and who are bound by similar nondisclosure restrictions, and to such other recipients as the Discloser may approve in writing, which approval shall not be unreasonably withheld. Recipient shall use at least the same degree of care in safeguarding the Confidential & Proprietary Information of the Discloser as it uses in safeguarding its own confidential information, but in no event shall less than reasonable care be exercised. Recipient acknowledges that violation of the obligations under this Clause 6 would cause irreparable harm and may not be adequately compensated by monetary damages. In addition to other relief, it is agreed that injunctive relief shall be available without the necessity of posting bond to prevent any actual or threatened violation of such provisions. The confidentiality obligations shall survive for 2 (two) years from termination or expiration of this Agreement.

Data Security

Recepto shall use commercially reasonable efforts to ensure that it maintains industry standards encryption and security measures to prevent any hacking of information pertaining to Client Data uploaded or entered into the software while using the Services. Recepto shall use commercially reasonable measures to ensure that all Client Data which is in the possession of and/or hosted, stored by Recepto pursuant to this Agreement is not lost, damaged, tampered with, corrupted or made inaccessible in any manner whatsoever.

Client understands and agrees that the Client Data will be hosted at the hosting location mentioned in the IOs. Recepto hereby undertakes to comply with applicable Data Protection Laws while rendering Services to Client and in performing its obligations under this Agreement. For the purposes of the Agreement, “Data Protection Laws” means all applicable statutes, laws, secondary legislation, regulations and common law duties pertaining to privacy, confidentiality and/or the protection of Personal Data or Corporate data in India including, without limitation, Information Technology (Reasonable security practices and procedures and sensitive personal data or information) Rules, 2011(India) and Information Technology Act, 2000(IT Act 2000), The Digital Personal Data Protection Act, 2023,or data protections laws as may be applicable.

Client acknowledges that Recepto collects only limited Client Data (being the Client's company name, the nature of its business, and the name and email address of its Users) for the purpose of providing the Services, and does not act as a data fiduciary, data controller or data processor in respect of any personal data, sensitive personal data or special category data of the Client's employees, customers or other third parties. Client shall not upload, enter or transmit any such personal or sensitive data through the Software, and Recepto shall bear no liability or obligation under any Data Protection Law in respect of any Client Data uploaded in breach of this Clause.

Term and Termination

Agreement Term

This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 6.

IO Terms

Each IO shall have its own term as specified therein (“IO Term”). Unless otherwise specified in an IO, each IO Term shall automatically renew for successive periods equal to the initial IO Term unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current IO Term.

Termination

Either Party may terminate this Agreement if no IOs are active and upon thirty (30) days’ written notice to the other Party.

Either Party may terminate an IO or this Agreement for material breach upon thirty (30) days’ written notice if such breach is not cured within such period.

Notwithstanding anything to the contrary contained herein, Recepto shall have the right to immediately terminate this Agreement in the event the Client fails to pay any undisputed Invoice in accordance with Clause 3.

Consequences of Termination

  • All rights and licenses granted to Client shall immediately cease
  • Recepto shall cease all ongoing development and services, except as may be required for transition support, if agreed
  • All undisputed payments due to Recepto up to the effective date of termination shall become immediately payable
  • Each Party shall return or destroy all Confidential Information of the other Party
  • The Parties shall cooperate in good faith to ensure an orderly transition of services, subject to mutually agreed terms and fees

Suspension of Services

In addition to Clause 3.2, Recepto may, without liability, suspend the Client's and/or any User's access to the Services, in whole or in part, if (i) Recepto reasonably believes that such suspension is necessary to prevent harm or unauthorised access to the Services, to Recepto, to other clients, or to any third party, or to address a security, legal, or regulatory risk; or (ii) required to do so under applicable law or by a competent authority. Where reasonably practicable, Recepto shall provide the Client with prior written notice of any such suspension and the reason therefor. Services shall resume once the underlying issue has been resolved to Recepto's reasonable satisfaction. No suspension under this Clause 9.5 shall relieve the Client of its payment obligations accrued under this Agreement.

Indemnification

Recepto agrees to defend, indemnify, and hold Client and its officers, directors, employees, and agents harmless from and against all damages, costs, liabilities, expenses (including without limitation reasonable attorney’s fees) and settlement amounts incurred in connection with any suit, claim, or action by any third party (a “Claim”): (i) alleging that the software or application providing Services (“Recepto Technology”), when used within the scope of the Service, infringes any third party intellectual property rights and/or (ii) breach of its confidentiality obligations (and/or (iii) arising from or relating to Recepto’s gross negligence or willful misconduct. In addition to the foregoing, if Recepto Technology is, or in the opinion of Recepto may become, the subject of any claim for infringement or if Recepto Technology is adjudicated to be infringing, then Recepto may, at its sole option and expense (a) modify Recepto Technology so that it becomes non-infringing; (b) replace Recepto Technology with non-infringing technology that is functionally equivalent or (c) obtain a license for Client to continue to use the Recepto Technology provided hereunder. If Recepto determines that (a), (b), and/or (c) are not practicable, then either Party may terminate this Agreement, and Recepto shall provide Client with a refund of (as applicable) Fees for the unused portion of the Services.

Client agrees to defend, indemnify, and hold Recepto and its officers, directors, employees, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys’ fees) and settlement amounts incurred in connection with any Claim arising from or related to (i) breach of its confidentiality obligations; (ii) the Client Data infringing any third party intellectual property rights or privacy rights, (iii) Client Data being abusive, libelous, defamatory or harmful, (iv) breach of its representations and warranties, (v) arising from or relating to Client’s gross negligence or willful misconduct.

Each indemnifying Party’s obligations as set forth in this Clause 9 are subject to the other Party: (i) giving the indemnifying party prompt written notice of any such Claim; (ii) giving the indemnifying party sole control over the defense and settlement of any such Claim; and (iii) providing full cooperation for the defense of any such Claim, at the indemnifying party’s expense.

Limitation of Liability

IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CLIENT IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE CLAIM AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY (“LIABILITY CAP”). IT IS CLARIFIED THAT THE OUTSTANDING/PENDING PAYMENTS FROM THE CLIENT AND ANY CLAIM ARISING FROM IT SHALL NOT FALL WITHIN THE LIABILITY CAP. NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED OR FOR ANY BUSINESS INTERRUPTION OR LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL ARISING HEREUNDER EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

General Provisions

Entire Agreement

This Agreement, including all Exhibits and IOs, constitutes the entire agreement between the Parties.

Amendment

This Agreement may be modified, amended or varied only by a written instrument signed by the authorised representatives of both the Parties.

Assignment

The Client will not have the right to assign or otherwise transfer its rights under this Agreement without receiving the express prior written consent of Recepto. Recepto shall have the right to assign this Agreement to an affiliate or to a successor (whether direct or indirect, by operation of law, and/or by way of purchase, merger, consolidation or otherwise). without the consent of the Client.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of India. Any dispute arising out of the Agreement shall be referred to the nominated senior representatives of both parties for resolution through conciliation. In case any such difference or dispute is not amicably resolved within forty-five (45) days of such referral, it shall be resolved through Arbitration, in accordance with the provisions of the Arbitration and Conciliation Act 1996. The arbitration proceedings shall be in English. The place, seat and venue of the arbitration proceedings shall be New Delhi, India. The courts in New Delhi, shall have exclusive jurisdiction.

Notices

All notices shall be in writing and deemed delivered upon receipt at the addresses set forth above or as updated in writing.

Relationship

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the Parties.

Publicity Rights

The Client hereby grants Recepto a royalty-free, worldwide, transferable license to use the trademark or logo to identify the Client as Recepto’s client on its websites and/or marketing collateral and to include the Client’s use of the Services in case studies.

Force Majeure

Notwithstanding anything to the contrary contained elsewhere, Recepto shall not be liable for unavailability of the Service(s) caused by circumstances beyond its reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, pandemics, technical failures beyond Recepto’s reasonable control (including, without limitation, inability to access the internet, unauthorized loss, distribution or dissemination of Client Data), or acts undertaken by third parties, including without limitation, distributed denial of Service attacks.

Survival

All clauses which, by their nature are intended to survive, including without limitation Clauses 2 (Fees and Payment), 5 (Intellectual Property), 6 (Confidential Information), 8 (Indemnification), 9 (Limitation of Liability), 10 (General Provisions) shall survive any termination of this Agreement. Termination shall not limit either Party’s liability for obligations accrued as of or prior to such termination or for any breach of this Agreement.

Severability; No Waiver

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of this Agreement shall remain in effect and a non-exercise of any right under or provision of this Agreement does not constitute a waiver of that right or provision.

Feedback

Any feedback, suggestions, information, or materials conveyed to Recepto by Client in connection with the Services shall be collectively deemed “Feedback”. Recepto desires to take periodic Feedback from the Client to improve the product functionalities so that Recepto can enhance and provide better services to the Client. Further there is no compulsion to provide Feedback, as the Client is at free-will to give their Feedback. Recepto may retain and freely use such feedback without restriction.

Intending to be Legally Bound

The parties have signed this contracting Agreement as of the effective date stated above.

Annexure A — Service Level

Applicability

This Service Level Agreement (“SLA”) sets out the service availability and support commitments applicable to the Services subscribed to by the Client under the applicable Insertion Order (“IO”).

Access to the Services

The Services are provided through Recepto’s Software and may be accessed by authorised Users through supported web browsers over the internet. The Client shall ensure that its Users have compatible devices, supported browsers and a stable internet connection to access and use the Services.

Service Availability

Recepto shall use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, with a target monthly uptime of 99.5%.

The uptime commitment shall not apply to downtime resulting from:

  • scheduled maintenance
  • emergency maintenance
  • internet or telecommunications failures
  • failures of third-party infrastructure or service providers
  • suspension of the Services in accordance with the Agreement
  • acts or omissions of the Client or its Users
  • circumstances beyond Recepto's reasonable control

Where reasonably practicable, Recepto shall provide prior notice of any scheduled maintenance.

Support Services

The Client may report technical issues through Recepto’s designated support email address or support portal.

Each reported issue shall be reviewed and assigned an appropriate priority based on its severity and business impact. Recepto shall use commercially reasonable efforts to respond to and resolve reported issues in accordance with the service levels set out below.

Incident severity definition and turnaround resolution timelines

Service requests may be submitted by you online through Recepto’s web‐based customer support systems (Customer support ticket or Support Request Form), by email, or by telephone. The service request severity level is selected by you and should be based on the following severity definitions:

Severity 1

Your production use of the SaaS program is stopped or so severely impacted that you cannot reasonably continue work. You experience a complete loss of service. The operation is mission critical to the business and the situation is an emergency. A Severity 1 service request has one or more of the following characteristics:

  • Recepto application or partner portal is unavailable from web browser
  • Critical documented functionality is not available
  • System performance is such that it prevents users from performing necessary functions

Recepto will use reasonable efforts to respond to Severity 1 service requests within one (1) hour. Recepto will work 24/7 until the Severity 1 service request is resolved or as long as useful progress can be made. You must provide Recepto with a contact during this 24/7 period, either on site or by mobile phone, to assist with data gathering, testing, and applying fixes. You are requested to propose this severity classification with great care, so that valid Severity 1 situations obtain the necessary resource allocation from Recepto.

Severity 2

You experience a severe loss of service. Important features of the SaaS program are unavailable with no acceptable workaround; however, operations can continue in a restricted fashion. Recepto Support works to provide an initial response within 4 hours.

Severity 3

You experience a minor loss of service. The impact is an inconvenience which may require a workaround to restore functionality. Recepto Support works to provide an initial response within 24 hours to the creation of a Severity 3 request. We request all Severity 3 requests be made online using our Customer support ticket ticketing system.

Severity 4

You request information, an enhancement, professional services or content placement on the portal or documentation clarification regarding the SaaS program, but there is no impact on the operation of such program. You experience no loss of service. The result does not impede the operation of a system. We request all Severity 4 requests be made online using our Customer support ticket ticketing system. Recepto Support works to provide an initial response within 24 business hours to the creation of a Severity 4 request.

Business Hours mean Monday to Friday, 10:00 a.m. to 7:00 p.m. Indian Standard Time (IST), excluding public holidays observed by Recepto.

The response and resolution timelines above are target service levels and may vary depending on the nature and complexity of the reported issue.

Scheduled Maintenance

Recepto may perform scheduled maintenance to ensure the continued security, performance and reliability of the Services. Where reasonably practicable, Recepto shall provide prior notice of scheduled maintenance. Scheduled maintenance shall not be considered while calculating the uptime commitment under this SLA.

Emergency maintenance may be undertaken without prior notice where necessary to protect the security, integrity or availability of the Services.

General

Recepto continuously processes and refreshes information from publicly available and third-party sources as part of the Services. Accordingly, the availability and timeliness of certain information may vary depending on the underlying source.

Where the resolution of an issue is dependent upon a third-party provider, changes to external data sources, or cooperation from the Client, the response and resolution timelines set out in this SLA may be adjusted. Recepto shall keep the Client reasonably informed of the progress and expected resolution timeline in such cases. Recepto is committed to resolving reported issues as promptly as reasonably practicable to minimise disruption to the Client's use of the Services.